November 15, 2024
(press release)
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https://www.bonduelle.com/app/uploads/2024/11/BON2023-24_URD_EN_MEL.pdf
2023 - 2024 Universal registration document Including the annual financial report CONTENTS 1 INTEGRATED REPORT 5 5 CONSOLIDATED FINANCIAL 1.1 Profile: a family-owned group, a pioneer STATEMENTS 185 in plant-rich food 6 5.1 Consolidated income statement 186 1.2 Message from Xavier Unkovic, Chief Executive 5.2 Consolidated balance sheet 187 Officer of the Bonduelle Group: the beginning of a sustainable transformation 8 5.3 Consolidated statement of cash flows 188 1.3 The year 2023-2024 in figures 9 5.4 Changes in consolidated Shareholders’ equity 189 1.4 Strategy to become a company delivering 5.5 Notes to the annual consolidated financial financial performance and positive impact 11 statements 190 1.5 Challenges and materiality to guide 5.6 Statutory Auditors’ report on the consolidated the Company’s transformation 14 financial statements 238 2 CORPORATE SOCIAL 6 PARENT COMPANY FINANCIAL RESPONSIBILITY 19 STATEMENTS 245 2.1 General information 20 6.1 Income statement 246 2.2 Environment 38 6.2 Balance sheet 247 2.3 Social 68 6.3 Statement of cash flows 248 2.4 Governance 96 6.4 Notes to the annual parent company financial statements 249 2.5 Extra-financial performance statement 105 6.5 Information regarding subsidiaries 259 2.6 Report of the independent third party 106 6.6 Financial income during the last five fiscal years 260 2.7 Appendices 109 6.7 Statutory Auditors’ report on the financial statements 261 6.8 Statutory Auditors’ report on regulated 3 agreements 265 CORPORATE GOVERNANCE REPORT 117 3.1 Information on the organization, the group’s legal structures, shareholding structure, 7 INFORMATION presentation of Bonduelle SCA ON THE COMPANY and Bonduelle SA 118 AND THE SHARE CAPITAL 269 3.2 Information on Bonduelle SCA corporate officers as well as on the composition, functioning and 7.1 Information regarding the share capital 270 powers of the Supervisory Board 124 7.2 Shareholding structure 274 3.3 Information on the functioning 7.3 Bonduelle share and dividend information 278 of the Supervisory Board 137 7.4 Treasury shares 279 3.4 Information on compensation 143 7.5 Description of the share repurchase program 280 3.5 Information on items likely to have an impact 7.6 General information about the Company 281 in the event of a public takeover offer 152 4 8 ADDITIONAL INFORMATION 289 REPORT OF THE GENERAL MANAGEMENT 155 8.1 Person responsible for the universal registration document and the annual 4.2 Risk factors 163 financial report 290 4.3 Financial and legal risks and hedging policy 176 8.2 Statutory Auditors 291 4.4 Internal control and risk management 8.3 Documents available to Shareholders procedures 180 and the public 292 8.4 Cross-reference tables 293 2023 | 2024 Universal registration document Including the annual financial report This universal registration document was filed on October 18, 2024 with the Autorité des marchés financiers (AMF), in its capacity as competent authority under Regulation (EU) No. 2017/1129, without prior approval, pursuant to Article 9 of said regulation. The universal registration document may be used for the purposes of a public offering of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments made to the universal registration document. The document as a whole is approved by the AMF pursuant to Regulation (EU) No. 2017/1129. A French SCA (Partnership Limited by Shares) with a capital of 57,102,699.50 euros Registered office: La Woestyne, 59173 – Renescure Trade and Companies Register of Dunkerque No. 447 250 044 In accordance with Article 19 of European (EC) Regulation 2017/1129, the following items are included by reference in this universal registration document: — the consolidated financial statements and the report of Forvis Mazars and Deloitte & Associés on the consolidated financial statements for the fiscal year ended June 30, 2023 presented respectively on pages 185 and 247 et seq. of universal registration document No. D.23‑0766, filed with the AMF on October 19, 2023: (https://www.bonduelle.com/app/uploads/2023/10/BON2022‑23_URD_FR_MEL2.pdf); — the consolidated financial statements and the report of Forvis Mazars and Deloitte & Associés on the consolidated financial statements for the fiscal year ended June 30, 2022 presented respectively on pages 177 and 247 et seq. of universal registration document No. D.22‑0778, filed with the AMF on October 21, 2022: (https://www.bonduelle.com/app/uploads/2022/10/BON2021‑22_URD_FR_MEL2.pdf). This document is a reproduction of the official version of the universal registration document incorporating the 2023‑2024 annual financial report, which has been prepared in ESEF (European Single Electronic Format) and filed with the AMF. It is available on the Company’s website and that of the AMF. This document is a free translation into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the French‑language version shall be deemed authentic and considered as expressing the exact information published by Bonduelle. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 1 2 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com Messages from Christophe Bonduelle and Félix Bonduelle “The past year has been marked by intense political and geopolitical turmoil, and tensions over purchasing power have affected all our geographies. These challenges have not only had an impact on the economy, but have also redefined the priorities of citizens and businesses, prompting us to rethink the way we do things, and making our transformation more essential than ever. With this in mind, I encourage you to discover our universal registration document. You will find much more than a simple retrospective of our performance; this document reflects our commitment to building a future focused on positive impact. It provides an overview of our financial and extra‑financial achievements, demonstrating our strong governance and our commitment to creating sustainable value for all. Our mission, “Inspire the transition toward a plant‑rich diet to contribute to people’s well‑ being and planet health”, has never been so relevant. It embodies our conviction that plant‑ rich food is at the heart of consumer expectations and the changes taking place in our societies. By continuing to improve our profitability, we are giving ourselves the means to carry out this mission successfully and to pursue our strategy of sustainable growth with even greater determination. This year, we took a decisive step in our positive impact approach. Thanks to the commitment of all our teams, the proportion of our operations certified B CorpTM has risen remarkably. This is a strong sign that our vision is taking shape and that we are on the right track to achieve our targets. After many exciting years at the helm of Pierre et Benoît Bonduelle SAS, General Partner and General Manager of Bonduelle SCA, I trust that I can hand over the chairmanship to Félix Bonduelle, who has been elected by his peers to this position, in the knowledge that the Company is in good hands to continue its transformation while remaining true to our family values. I hope you enjoy reading this report and would like to thank you for the trust and support you continue to place in the Bonduelle Group. Together, we are building a better, healthier and more sustainable future”. Christophe Bonduelle, Chairman of the Board of Directors of Bonduelle SA and former Chairman of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA. “I am honored to take over from Christophe Bonduelle as Chairman of Pierre et Benoît Bonduelle SAS. Thanks to his leadership, our family business has been able to transform itself while remaining faithful to its deep roots. I express my gratitude to him for his dedication and vision in the service of the Company and its Shareholders”. Félix Bonduelle, Chairman of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 3 4 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Integrated report 1.1 Profile: a family-owned group, a pioneer in plant-rich food 6 1.1.1 La nature, notre futur 6 1 1.1.2 Evolving while remaining true to its roots 6 1.1.3 Financial and extra-financial indicators 7 1.2 Message from Xavier Unkovic, Chief Executive Officer of the Bonduelle Group: the beginning of a sustainable transformation 8 1.3 The year 2023-2024 in figures 9 1.3.1 Breakdown of sales 9 1.3.2 Key figures of the business units 10 1.4 Strategy to become a company delivering financial performance and positive impact 11 1.4.1 The mission at the heart of the strategy 11 1.4.2 Value creation model for stakeholders and the planet 12 1.5 Challenges and materiality to guide the Company’s transformation 14 1.5.1 Environmental challenges 14 1.5.2 Food challenges 16 1.5.3 Human challenges 17 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 5 1 INtEgratED rEpOrt Profilee a faaily-ooned grouup a uioneer in ulant-rich food 1.1 Profile: a family-owned group, a pioneer in plant-rich food 1.1.1 La nature, notre futur The Bonduelle Grouu is a French faaily business that has been innovating for seven generations. Consuaers enjoy its uroducts in nearly 100 countriesp aarketed under four trusted brandse Bonduelle®, Cassegrain®p Globus® and Ready Pac Bistro®. Bonduelle uartners oith 2p087 grooers to offer tasty ulant-rich foodp oith vegetables and uulses harvested at the ueak of their flavor and nutrition, then preserved using traditional methods as fresh, canned and frozen produce. With 10p409 eauloyees coaaitted to making accessible and delicious foodp the Coauany generated sales of 2p372 aillion euros. Its aission is to insuire the transition tooard a ulant-rich diet and it is aiaing for international B Coru certification for all its ouerations by 2025. Our four flagship brands are: 1.1.2 Evolving while remaining true to its roots — A family-owned group, a pioneer in plant-rich food, founded in 1853 — A very aodern aission oith strong iauacte Inspire the transition tooard a ulant-rich diet to contribute to ueoule’s oell-being and ulanet health — Iconic, innovative brands — Strong links with agricultural production and a solid agro- industrial expertise — Multi-local presencee • 32 agro-industrial facilities in Europe; • 6 agro-industrial facilities in Eurasia and Mercosur; • 4 agro-industrial facilities in the United States. 6 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Profilee a faaily-ooned grouup a uioneer in ulant-rich food 1.1.3 Financial and extra-financial indicators 1 at 2023/06/30 at 2024/06/30 Sales (in millions of euros) 2,406 2p372 Evolution 9.2% (1.4)% Current operating income (in millions of euros) 66 75 Net income (in millions of euros) 15 (120) REBITDA (in millions of euros)(1) 125 137 Leverage ratio(2) 2.84 x 3.56 x Capital expenditure (in millions of euros)(3) 76 77 ROCCE(4) 5.2% 6.3% B! Pact(5) Food 100% of our uroducts evaluated Nutri-Score A or B by 2025 98.2% 98.7% 100% uroducts free froa controversial additives by 2030 82.2% 84.6% > 15% of sales achieved through innovations 9.7% 12.6% 20% of sales achieved through ulant-rich aain dish aeal solutions by 2030 19.3% 17.7% Planet 80% of grooers engaged in regenerative agriculture by 2030 46.5% 58.4% 100% of cultivated area using uollinator urotection ulan by 2030 44.1% 69.5% 100% of our uackaging designed to be recyclable or reusable by 2025 97.8% 98.1% 0 virgin fossil ulastics used in uackaging by 2030 (-100% vs. FY20 by voluae) (37.1)% (44.5)% -38% Scoues 1 and 2 greenhouse gas (GHG) eaissions by 2035 (absolute) (5.8)% (13.8)% -30% Scoue 3 greenhouse gas (GHG) eaissions by 2035 (intensity) (0.9)% 0.7% People >75% eauloyee engageaent rate (and above our external benchaark) 71% 70% > 90% of growers contracts renewed every year 88.4% 88.1% 100% of ueraanent eauloyees covered by life insurance 99.7% 99.7% 100% of our sites involved in local initiatives by 2025 71% 95.5% (1) REBITDA (Recurring Earnings before Interest, Taxes, Depreciation, and Amortization). This indicator represents recurring profitability generated by activity independent of financing conditions, taxes and depreciation and amortization on property, plant and equipment – excluding IFRS 16. (2) Leverage ratio: net financial debt/REBITDA – excluding IFRS 16. (3) See Section 5 “Consolidated financial statements”, Note 10.3 “Property, plant and equipment”. (4) Current operating income before tax/Capital employed – excluding IFRS 16. (5) Details of extra-financial indicators are provided in Section 2.7.2. “Methods for calculating key B! Pact indicators”. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 7 1 INtEgratED rEpOrt Message froa Xavier Unkovicp Chief Executive Officer of the Bonduelle Grouue the beginning of a sustainable transforaation 1.2 Message from Xavier Unkovic, Chief Executive Officer of the Bonduelle Group: the beginning of a sustainable transformation Transforaation is at the heart of our business aodelp ohich The year 2024-2025 oill be a crucial transition ueriodp ohere oe has reinvented itself according to the challenges it has faced oill uursue a transforaation strategy based on five uillarse for aore than 170 years. Driven by uooerful fundaaentals – the — strengthening operational excellence to spread a performance strong commitment of our teams, healthy and tasty products culture throughout the Company; suuuorted by flagshiu brandsp and our uositive iauact aission – Bonduelle’s aetaaoruhosis is taking on a neo diaension. We — develouing and leveraging the uooer of brands to bring ouerate in a global environaent aarked by econoaic and healthy and tasty food to the table; geopolitical uncertainties, tensions over consumption and — strengthening our uresence in the United Statesp the oorld’s erosion of purchasing power. In the face of these challenges, we leading food aarketp oith our iconic Bonduelle brandp in have keut our coaaitaents and confiraed our deteraination to the traditional bools segaent and oith a broader range of ouerate a sustainable business aodel. With targeted innovations products; and relevant aarketingp our brands are aaking urogress. We also took the decisive step of certifying 80% of our operations — simplifying our operations and organization for greater as B Corup thereby consolidating our aabition to becoae a efficiency; better coauany for the oorld every day. On the financial frontp — and lastlyp being better for ueoule and the ulanet every dayp oe generated sales of 2p372 aillion eurosp uu 2.7% on a like-for- by uursuing our B Coru aabition and offering good uroducts like basis(1). Europe, which accounts for almost two-thirds of our for everyone. businessp sao solid grooth desuite a sloodoon at the end of the year. Outside Eurouep our results oere aixedp oith significant This transition year is the urelude to a rebound and acceleration successes in Eurasia, although North America continues to in our performance for the entire Company and its stakeholders. present challenges. Thanks to internal productivity and cost Over the next three years, our roadmap is clear and we have control initiatives, we exceeded our target to increase our current already launched numerous initiatives intended to reveal our ouerating urofitability to 75 aillion euros. We ended 2023-2024 grooth uotential. More than everp our aission is very aoderne on a sound footingp enabling us to build for the future. insuire the transition tooard a ulant-rich diet to contribute to ueoule’s oell-being and ulanet health. With a clear vision for 2027p we are determined to develop the full uotential of this incredible 7-generation faaily businessp a pioneer in plant-rich products, so that it can deliver performance, Brand appeal and positive impact for the world, through healthy, tasty and innovative products that eabody and suuuort its transformation. From left to right, from the top, members of the Global Executive Leadership Team(2): Xavier Unkovic, Chief Executive Officer of the Bonduelle Group; Bobby Chacko, Chief Executive Officer of Bonduelle Fresh Americas; Patrick Lesueur, Bonduelle Prospective & Development Officer; Marine Henin, Chief Human Resources Officer; Cyrille Auguste, Chief Executive Officer of Bonduelle Europe Long Life; Céline Barral, Chief Strategy, Brands and Impact Officer; Ekaterina Eliseeva, Chief Executive Officer of Bonduelle EurAsia Export Mercosur; Grégory Sanson, Chief Finance Officer. (1) Like-for-like basis: at constant exchange rates and scope of consolidation. (2) The group’s executive body, known as the “Executive Committee” or “Comex”, has been renamed the “Global Executive Leadership Team” or “GELT” since January 2024. 8 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION The year 2023-2024 in figures 1.3 The year 2023-2024 in figures 1 1.3.1 Breakdown of sales By geographic zone Northern Europe Central Europe 5.2% 6.3% Other non-Europe 2.5% Eurasia Other Europe 8.5% 0.2% Germany United States 9.1% 23.3% Southern Europe 11.5% France 33.6% By Europe Zone and Non-Europe Zone By brand Others 1% Non-Europe Zone Europe Zone Private labels Brands 34% 66% 39% 60% By distribution channel By segment Par circuit de distribution Other networks 1% Frozen Food service 17% 13% Retail Canned 82% Fresh 47% 40% UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 9 1 INtEgratED rEpOrt The year 2023-2024 in figures 1.3.2 Key figures of the business units Global Executive Leadership Team Europe Zone Non-Europe Zone 1 558.2 million euros 813.6 million euros in sales in sales Bonduelle Bonduelle Bonduelle Bonduelle Europe Fresh Fresh Eurasia Long Life Europe Americas Export Mercosur Europe Europe Americas Eurasia/Export/Mercosur Canned Fresh Fresh Canned and frozen and frozen 22 agro-industrial 9 agro-industrial 4 agro-industrial 6 agro-industrial facilities facilities facilities facilities 4,952 1,530 2,545 1,026 full-time equivalent full-time equivalent full-time equivalent full-time equivalent employees employees employees employees Premium market Core market Core market Ambient products Individual salads Ambient products Retail (bowl) Retail France Retail Eurasia USA Core market Multi-technologies Retail and Food Service International The wild and farmed mushroom site in Herm (France) is managed directly by the group. 10 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Strategy to becoae a coauany delivering financial uerforaance and uositive iauact 1.4 Strategy to become a company delivering financial performance and positive impact 1 1.4.1 The mission at the heart of the strategy Vision: Plant-rich food is the foundation for both a protected planet and healthy people Human well-being is intrinsically linked to the health of our Feeding people sustainably is a challenge: food is one of the planet: our deuendence on nature is not just about uroducing aajor challenges of our century. We need to aeet the needs food. Natural ecosystems provide other services essential to of a growing population, while limiting the human ecological our survival and economic activities. They help regulate the footprint, which is closely linked to its food. In fact, upstream and cliaate and air qualityp facilitate the absorution and recycling downstream food systems account for one-third of greenhouse of oaste and uollutant eaissionsp fight against the suread of gas (GHG) emissions produced. In terms of health, the two main diseases and uarasitesp etc. Hooeverp the artificialization and risk factors that reduce life expectancy are malnutrition and impoverishment of soils, deforestation, pollution of seas and food risks. riversp cliaate disruutionp the erosion of biodiversityp the aassive Plant-rich food is the solution: the risks listed above deaonstrate use of uesticidesp etc.p endanger nature and its ability to urovide the need to aake ulant-rich foods the aajor uart of the food on us with these essential services. our plates again. In our opinion, it is time for a plant revolution for the oell-being of current and future generations and that of the planet. Mission: I nspire the transition toward a plant-rich diet to contribute to people’s well-being and planet health Our aission is inseuarable froa our econoaic objectivesp because oithout econoaic sustainabilityp there is no uositive iauactp and conversely, there is no financial success oithout a contribution to sustainability issues. This is a toofold requireaentp ohich oe knoo will create value for our entire ecosystem. Collective corporate project: INSPIRE Our coruorate urojectp INSPIREp is rooted in our values and is based on our mission; it defines our strategic priorities and promotes a leadership model (our collective attitudes and urinciules) that enables thea to be iauleaented. A aajor transforaation urograa is supporting the implementation of this coruorate urojecte the uath to B Coru certification. Our three-year strategic priorities: — Strengthening operational excellence to spread a performance culture throughout the Company; — Developing and leveraging the uooer of brands to bring healthy and tasty food to the table; — Succeeding in our key geographies; — Simplifying our ouerations and organization for greater efficiency; — Being better every day for ueoule and the ulanetp by uursuing our B Coru aabition. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 11 1 INtEgratED rEpOrt Strategy to becoae a coauany delivering financial uerforaance and uositive iauact 1.4.2 Value creation model for stakeholders and the planet For seven generationsp our faaily Shareholders have been coaaitted to building a resilientp long-tera business aodel that has a uositive iauact on all our stakeholders. Having eabarked on the uath to B Coru certification six years agop oe asuire to obtain this recognitionp thereby guaranteeing an external assessaent of our urogress and our efforts to aaxiaize the value created and shared. RESOURCES Food Four iconic brands: Bonduelle, Cassegrain, Globus, Ready Pac Bistro. Planet Climate, water and soil covering 69,035 hectares cultivated around the world. People Employees 10,409 full-time equivalent employees. Farmers 224 agronomy employees work closely with our 2,087 farming partners. Local communities and society at large INSPIRE, - The quality of relations with local communities where our agro-industrial activities are located is essential to the sustainability of our business. our - International presence of the Louis Bonduelle Foundation. company- Leading Sustainable growth wide attitud 3 distribution channels in more than 100 countries: es mass-market retailing, food service and industrial sales. 3 technologies for preserving plant-rich food: program canned, fresh and frozen. 42 agro-industrial facilities. Efficiency and profitability Independent financial capital open to growth. 640 million euros in Shareholders’ equity. WHO ARE WE 12 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Strategy to becoae a coauany delivering financial uerforaance and uositive iauact 1 Mission VALUE CREATED AND SHARED Inspire the transition toward a plant-rich diet to contribute Food to people’s well-being 98.7% of products are evaluated Nutri-Score A or B. and planet health. 17.7% of sales are generated from complete plant-rich meal solutions. POURQUOI Planet 69.5% of cultivated areas have a pollinator protection plan. WHY 98.1% of our packaging designed to be recyclable or reusable. 44.5% reduction in virgin fossil plastics used in our packaging, compared to 2020. 13.8% reduction in Scopes 1 and 2 GHG emissions (absolute vs. 2020). +0.7% in Scope 3 GHG emissions (intensity vs. 2020) Our strategic priorities within three years People Employees 70% employee engagement rate. 99.7% of permanent employees are covered by life insurance. Leading at H t O i W tude tive principles Farmers 88.1% of growers’ contracts were renewed. olle c Local communities and society at large. s Seasonal jobs in our regions. 95.5% of sites are involved in local initiatives. In each For all teams Sustainable growth of us 12.6% of sales are generated by innovations. 77 million euros dedicated to capital expenditure. Efficiency and profitability 2,372 million euros in sales. -120 million euros in net income. WHO ARE WE 6.3% ROCCE (excluding IFRS 16). Values Trust · Integrity · Simplicity · Fairness People-minded · Openness · Excellence UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 13 C 1 INtEgratED rEpOrt Challenges and aateriality to guide the Coauany’s transforaation 1.5 Challenges and materiality to guide the Company’s transformation Thanks to its international scope, the Bonduelle Group is deeply An invaluable tool for refining the grouu’s auuroach and its rooted in a dynamic ecosystem. It maintains an ongoing dialogue knowledge of its markets, the materiality analysis anchors with its stakeholders in order to understand and integrate their Bonduelle in a aore global fraaeoorkp in tune oith the expectations into its strategic orientations, operations and oorld’s transforaations. The follooing sub-sections uresent commitments. As part of this dialogue, Bonduelle conducted a the Bonduelle Grouu’s aain aaterial challenges. They are aajor aateriality analysis in 2022-2023. More than 570 ueoule introduced by the United Nations Sustainable Develouaent (customers, partners, representatives of non-governmental Goalsp reuresented as uictograas. Bonduelle’s uositive iauact organizations [NGOs]p etc.) in France and abroad took uart. They auuroach directly reflects six SDGse No. 2p No. 3p No. 8p No. 12p assessed the grouu’s iauacts on society and the environaentp No. 13p and No. 15. For aore details on the aethodologyp results as well as the impacts of societal and environmental challenges and actions iauleaented by the grouup see Section 2.1.3.2.2 on Bonduelle. “Materiality of risks and challenges”. 1.5.1 Environmental challenges The context 24 billion tons of fertile soil are lost each year(1). Food is resuonsible for nearly one-third of global greenhouse gas emissions(2). Our material challenges and assets Regenerative agriculture Accelerating the agroecological transition is essential to meet environmental challenges. The Bonduelle Group works with farming partners to promote and develop regenerative agriculture. It is a urogressive auuroach that enables sustainable uroduction ohile aaintaining the balance of ecosysteas and promoting the regeneration of common goods such as soil, oater and biodiversity. The target is to have 80% of Bonduelle’s faraing uartners engaged in regenerative agriculture by 2030. In 2023-2024, 58.4% are already committed to this. The World Economic Forum estimates that the use of environmentally- friendly farming methods, such as regenerative agriculture, could reduce greenhouse gas eaissions by 6% a year betoeen now and 2030(3). (1) Source: https://www.earthworm.org/fr/our-work/areas-of-work/living-soils (2) Source: https://www.wwf.fr/sites/default/files/doc-2020-10/20201009_Rapport_Bending-the-Curve_Full-Report_WWF.pdf (3) Source: https://www.weforum.org/agenda/2022/10/what-is-regenerative-agriculture/ 14 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Challenges and aateriality to guide the Coauany’s transforaation The Bonduelle Farm Academy The Bonduelle Farm Academy, launched in 1 Noveaber 2023p is an innovative and coaaitted resuonse to the aajor challenge uosed by the lack of training in regenerative agriculture. Designed for its agronomists and farming partners, this training course, co-develoued oith Icosystèaep stands out for its hybrid auuroache online and in the field. In 2023-2024p 32 agronomic experts started the training program. Climate change adaptation through the oueration of its oon reneoable energy facilities or Climate change has consequences on agricultural production. long-tera direct uurchase contracts for loo-carbon energy. In Coauanies in the sector aust adaut to it by trying to aitigate its 2023-2024p alternative energies reuresented 26% of Bonduelle’s effectsp in order to aaintain their ability to uroduce healthy food energy aix. In May 2024p Bonduelle inaugurated a bioaass that is accessible to as aany ueoule as uossible. For Bonduellep boiler rooa at its historic Renescure site. Fueled 60% by oaste this means assessing and strengthening its resilience to the froa the forestry industryp this uroject oill avoid the eaission of impacts and risks associated with climate change throughout 6p000 tons of CO2 per year from 2024-2025. the value chain and contributing to the ability of societies and economies to resist it. Bonduelle conducted an analysis Preservation of water resources to identify the effects of cliaate change on the grouu’s aain The preservation of water resources is a growing challenge. activities. Adautation aeasures have already been iauleaented For Bonduelle, this means reducing water consumption in as uart of its Agro roadaaue develouaent of regenerative agricultural and industrial processes and avoiding the discharge agriculture, adaptation of cultivated varieties and species. of uolluted oaterp for exaaulep by reducing the use of synthetic fertilizers and uesticides. The grouu has chosen an auuroach by Climate change mitigation business unite each sets its reduction target and its roadaau It is also essential to limit the scale of climate change. Bonduelle with regard to the overall target for the industrial scope (-30% aims to reduce greenhouse gas (GHG) emissions throughout by 2035). its operations and value chain. The group has thus initiated a cliaate strategy to contribute to carbon neutrality by 2050 and Circular economy and packaging is oorking tooards its interaediate targets by 2035 validated Saving resources aust be considered over the entire life cycle of by the SBTi(1). Scoues 1 & 2 greenhouse gas eaissions are doon products. Bonduelle’s goal is to reduce product packaging to a 13.8%p oell on track oith the SBTi trajectory. minimum (paper or plastic), increase the recycled content and recyclability of uackaging (use of sustainable biodegradable/bio- Energy consumption and renewable energies sourcedp recyclable uackaging) ohile exuloring circular business Reducing energy use and intensityp iauroving energy efficiency aodels. The grouu is oorking to outiaize its uackaging by and increasing the use of reneoable energies across ouerations limiting the use of virgin fossil plastics and aiming to eliminate and the supply chain are key drivers to reduce GHGs. Bonduelle thea by 2030. The grouu ensures that recycling channels exist is involving all of its facilities in this effort, and its production in countries prior to introducing products with a new packaging facilities in uarticularp by investing in less energy-intensive aaterial. In 2023-2024p 98.1% of Bonduelle Grouu-branded equipment. The group also promotes the use of “green” energy uroduct uackaging oas designed to be recyclable or reusable. (1) The SBTi (Science Based Targets initiative) is a partnership between the CDP (Carbon Disclosure Project), the United Nations Global Compact, the World Resources Institute (WRI) and the World Wide Fund for Nature (WWF). It defines and promotes best practices for emissions reduction and net zero objectives, based on climate science. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 15 1 INtEgratED rEpOrt Challenges and aateriality to guide the Coauany’s transforaation 1.5.2 Food challenges The context The oorld is not on track to achieve Zero Hunger by With 9 billion ueoule in 2050p nearly three ulanets 2030. While recent trends continuep the nuaber of oould be necessary to aaintain current lifestyles. ueoule affected by hunger is exuected to exceed 840 aillion by 2030. More than five aillion children die every year before their fifth birthday. Our material challenges and assets Product safety/quality Offer healthy, plant-rich products with nutritional benefits According to the United Nations Environment Program, the flexitarian regiaep if adouted oorldoidep oould be able to feed 10 billion ueoule and save 11 aillion lives every year(1). It also meets consumer demand for concrete and inspiring solutions to eat “aore resuonsibly and healthier”. For Bonduellep the goal is to develou increasingly healthy and accessible ulant-rich solutions. The group has thus strengthened its innovation approach and revisited the target composition of its plant-rich meal recipes. In 2023-2024p 17.7% of sales oere generated froa ulant-rich aain dish solutions. Offering environmentally-friendly products In addition to its health benefitsp the flexitarian ulate is also Offering safe and high-quality products that prevent health risks uouular because it helus ureserve the ulanet(2), particularly if the related to use, consumption, handling, preparation and storage way it is produced reduces its environmental impact. The goal for throughout the value chain is a priority for Bonduelle. Bonduelle Bonduelle is to focus its product portfolio on environmentally- ensures its uroducts are quality-controlled and traceable. These friendly uroducts. Current annual global food eaissions oould uractices enable a quick resuonse ohenever a quality issue fall by 17% if the global flexitarian diet oere adouted oorldoidep is detected. In total, dozens of controls are carried out, from aainly by sharuly reducing red aeat in favor of uulses and nuts harvest to storage. 100% of Bonduelle production sites have at as the main sources of protein(3). Bonduelle is actively involved least one tyue of certification ensuring uroduct quality. in reintroducing supply chains for pulses, cultivated using regenerative agriculture, in Europe. Access and affordability of food The oorld’s uouulation is grooing andp at the saae tiaep natural resources and arable land are suffering froa the effects of biodiversity loss and cliaate change. Tensions aay thus auuear on agrifood production and markets. Bonduelle’s goal is to contribute to available and affordable access to sufficientp safe and nutritious food. (1) Source: https://www.unep.org/news-and-stories/story/food-thought-dietary-changes-can-improve-our-health-health-planet (2) Source: https://sdgs.un.org/partnerships/flexitarianism-flexible-or-part-time-vegetarianism#description (3) Source: https://www.nature.com/articles/s41558-024-02084-1?_x_tr_sl&_x_tr_tl&_x_tr_hl 16 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Challenges and aateriality to guide the Coauany’s transforaation Renewed ranges, in line with consumer expectations Eating behaviors are undergoing a transforaation tooards exuectations of flexitarian consuaers in more plant-rich food. In 2023, 68% of consumers already had order to better suuuort the transition to 1 a flexitarian diet (consciously or unconsciously)(1). In Europe, 52% plant-rich food and make it accessible of consumers say they have reduced or stopped eating meat(2), to as aany ueoule as uossible. Its while in the United States, 43% of consumers say they want to innovative strength is a aajor asset reulace aniaal uroteins oith ulant-based uroteins(3). Nearly one for aeeting diversified deaands and in five consuaers (23%) oorldoide say they try to liait their aeat conquering new areas of development. consumption(4). While the trends are globalp local suecificities In 2023-2024p 12.6% of branded sales remain. For Bonduelle, it is a question of meeting the needs and oere generated by innovations. diets of local consuaers by diversifying the uroduct uortfolio according to geography, culture, values and other trends. Since The Croustis range, sold in France in the frozen food section, offers tasty 2021p the grouu has been deeuening its understanding of the recipes with no coloring or preservatives, designed to complement any occasion when people get together, from everyday meals to aperitifs. 1.5.3 Human challenges The context The activity of companies must generate a positive impact on society, the economy, health and the environment. Investors are increasingly taking environmental, social and governance (ESG) criteria into account in their decision-making. Integrating ESG inforaation into coauany ouerations and decisions can add value in teras of better aanageaent and financial uerforaance(5). Our material challenges and assets for a positive impact on society and the environment into its governancep business aodel and coaaercial strategy for Governance and business model driven several decades. The international B Coru certificationp initiated by a purpose in 2018p assesses and confiras its urogress. In 2023-2024p a A paradigm shift towards inclusive capitalism is taking place aajor ailestone oas achieved oith 80% of Bonduelle Grouu’s across society. Stakeholders such as investors, employees operations certified. The grouu’s objective is to be fully B Coru- and local communities want more inclusive governance and certified by 2025. A survey conducted in 2023 shooed that 69% decision-aaking urocessesp in order to uositively influence of Euroueans oho kneo about B Coru say that it has a uositive coruorate choices. Bonduelle has been integrating the quest impact on their purchasing decisions, whether they actively seek them out or use them to choose a product or service(6). Relations with growers Bonduelle is aware that growers are key players in its value creation. Thusp the grouu is coaaitted to building and strengthening stable and lasting uartnershius. Faraing uartners are remunerated through collectively negotiated contracts for ohich the rates are set in advance. The rates do not fluctuate during the harvest period according to world prices. In addition to the financial diaensionp Bonduelle suuuorts thea in their agricultural practices and innovates with them to promote regenerative agriculture. In 2023-2024p 88.1% of Bonduelle’s farming partners renewed their contract. (1) Source: IPSOS FOR BONDUELLE – Sept 2023 – 8 countries: GER, NL, FRA, UK, US, IT, PL, RUs. (2) Source: https://www.ipsos.com/sites/default/files/ct/news/documents/2023-04/BNPP_Just%20Transition_Global%20Report_EN.pdf (3) Source: Nielsen 2019 – https://nielseniq.com/global/en/insights/analysis/2019/the-f-word-flexitarian-is-not-a-curse-to-the-meat-industry/ (4) Euromonitor 2021 – https://www.euromonitor.com/plant-based-eating-and-alternative-proteins/report (5) Source: Journal of Sustainable Finance & Investment 2022 – https://www.researchgate.net/publication/362810154_Does_sustainability_ generate_better_financial_performance_review_meta-analysis_and_propositions (6) Source: https://bcorporation.eu/blog_post/europeans-want-companies-to-behave-like-b-corps-insights-from-the-2023-brand-awareness-study/ UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 17 18 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Corporate social responsibility 2.1 General information 20 2.4 Governance 96 2.1.1 Reporting basis 20 2.4.1 Animal welfare 96 2.1.2 Governance 24 2.4.2 Ethics and vigilance 97 2.1.3 Strategy 25 2.4.3 Participation in industry trade associations 104 2.1.4 Management of impacts, risks and opportunities 37 2.5 Extra-financial performance statement 105 2.2 Environment 38 2.2.1 CLIMATE: reducing our climate footprint 38 2 2.6 Report of the independent 2.2.2 WATER AND POLLUTION: preserving third party 106 water resources and soil quality 51 2.2.3 BIODIVERSITY AND ECOSYSTEMS: encouraging practices that respect 2.7 Appendices 109 biodiversity and ecosystems 53 2.2.4 CIRCULAR ECONOMY: committing 2.7.1 Organizational structure to a circular economy 57 of the Bonduelle Group 109 2.2.5 Taxonomy 62 2.7.2 Methods for calculating key B! Pact indicators 110 2.7.3 Diagram of consumption, discharges 2.3 Social 68 and recovery at Bonduelle’s plants 115 2.3.1 COMPANY WORKFORCE: promoting well-being, inclusion and societal commitment 68 2.3.2 VALUE CHAIN WORKERS: Supporting the transition to sustainable food in our value chain 84 2.3.3 COMMUNITIES: Sustainable change in eating habits with the Louis Bonduelle Foundation 87 2.3.4 CONSUMERS: Offering a high quality flexitarian diet 89 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 19 2 COrpOratE sOCiaL rEspONsiBiLity General information INTRODUCTORY COMMENTS ON THE AIMS OF THE SUSTAINABILITY REPORT In a proactive approach to anticipate the European CSRD (Corporate Sustainability Reporting Directive), Bonduelle has undertaken a significant restructuring of its extra-financial report this year. We have chosen to move away from our traditional structure, built around our B! Pact CSR strategy (Food/Planet/People), and adopt the structure of the ESRS (European Sustainability Reporting Standards). Although the obligation only applies to the group from the fiscal year 2024-2025, we wanted to begin this transition in order to better prepare for future regulatory requirements. For the fiscal year 2023-2024, we focused in particular on five priority ESRSs: ESRS 2, ESRS E1, E4, E5 and S1(1) reorganizing our sustainability information according to these new categories. Our objective was to provide as much information as possible on these selected topics, based on the contributions of our employees as well as the gap analysis carried out this year to assess our level of maturity with regard to the CSRD requirements. This anticipatory approach and restructuring will enable us to publish a sustainability report from next fiscal year that is fully compliant with the new European standards, while maintaining consistency with our B! Pact strategy. 2.1 General information 2.1.1 Reporting basis 2.1.1.1 General basis for preparing Company Workforce strive to comply with the requirements the sustainability statement of the European Sustainability Reporting Standards or ESRS, without seeking strict compliance for this first fiscal year. This declaration was prepared in response to: For this transition year, the group has chosen to retain certain — Decree No. 2017-1265 of August 9, 2017, implementing specific features of its report, in the interests of readability and Ordinance No. 2017-1180 of July 19, 2017 on the publication gradual progress towards the requirements of the standard. of extra-financial information by certain large companies and certain corporate groups; 2.1.1.1.2 Context and targets of the Csr — the requirements of Law No. 2017-399 of March 27, 2017 on performance analysis the duty of care of parent companies and corporations; The analysis of the group’s CSR performance is reported annually — Regulation (EU) 2020/852 of the European Parliament and of in this universal registration document. the Council of the European Union of June 18, 2020 (known Bonduelle increased its commitment to progress in sustainable as the Taxonomy Regulation) establishing a framework to development and CSR from 2002-2003, using a traditional facilitate sustainable investment. phase-based project management methodology: — phase 1: set and validate targets and communicate these 2.1.1.1.1 transition to the CsrD throughout the organization; Bonduelle will be subject to the European Corporate Sustainability Reporting Directive (CSRD) from the fiscal year — phase 2: implement progress plans to achieve these targets; 2024-2025. To anticipate the transition from the Extra-Financial — phase 3: measure and monitor the results. Performance Statement (EFPS) to the sustainability report, the Bonduelle’s CSR reporting indicators have historically been group chose, starting this year, to include some of the information drawn up by experts in association with their networks and required by the new directive. This chapter and the chapters on approved by the operational teams. These indicators were Climate, Biodiversity and Ecosystems, Circular Economy and combined with the Global Reporting Initiative (GRI) Standards (1) General information, Climate change, Biodiversity and ecosystems, Use of resources and the circular economy, Company workforce. 20 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information requirements, as well as the expectations of stakeholders and — the registered offices of fully consolidated companies are the regulations set by the Grenelle Environment Act (France), excluded from the scope, with the exception of Human culminating in the drafting of Bonduelle’s own reporting Resources; guidelines. Since then, the list of indicators has been adapted — SAS Euromycel, a fully consolidated company, is excluded and enriched by the successive requirements applicable to the from the scope for all areas, with the exception of Human Bonduelle Group, and will continue to be gradually enriched Resources. The numbers reported are not significant. with regard, in particular, to the requirements of the CSRD. Reporting has taken place every year since 2002-2003. This year Monitoring changes in scope the fiscal reporting period is from July 1, 2023 to June 30, 2024. — In 2023-2024: The indicators published present the results for the past year • the Florence site (United States) saw its activity change: 2 and the historical results, including those for the year 2021-2022 it evolved from a production plant to a logistics platform. restated without the BALL business unit (following the opening On the basis of the rules associated with the scope of up of the share capital of this business unit in 2021-2022) in consolidation (cessation and start of activity), the change in order to monitor changes in indicators on a like-for-like basis. activity of the site was considered for this fiscal year 2023- 2024. The site therefore continues to be integrated into HR, The primary aim of the reporting is to enhance CSR management. Transport, and Carbon data reports, as well as any other The results are analyzed by all stakeholders involved in our CSR area related to its logistics platform activity; strategy in order to determine the targets to be achieved for the following year. The production facilities also have direct access • the activity of Shebekino-Belgorod (Russia) was relocated to their indicators so that they can monitor and analyze their over different sites: performance. – the Kaluga site for packaging (integrated into the The Extra-financial performance statement, Chapter 2 of the reporting), universal registration document, is prepared in accordance – sites with external services (excluded from the reporting). with Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code. Deloitte & Associés issues a reasoned — In 2022-2023, the BALL business unit was excluded from opinion on this Statement in accordance with the provisions of the reporting due to its partial disposal on June 30, 2022. Article R. 225-105 of the French Commercial Code. The 2021-2022 figures presented in Chapter 2 have all been restated without BALL in order to allow the N/N-1 comparison Unless explicitly stated to the contrary, this report does not at like-for-like scopes. The weight of this business unit in the contain any modification or deletion of information provided in main indicators is repeated for information in the following previous reports concerning material items. section. 2.1.1.1.3 Reporting scope Specificities by area CSR reporting extends to all Bonduelle Group sites and Purchasing business units (2.7.1 “Organizational structure of the Bonduelle The scope of purchasing reporting covers purchases made by Group”). The reporting scope is determined based on the Bonduelle, in particular: scope of consolidation (5.5 “Notes to the consolidated financial statements”, in Note 14 “List of group companies”) and in — packaging: metal cans, cardboard and films used in accordance with the following rules: packaging, raw materials; — new sites and business units acquired by the Bonduelle — vegetables, ingredients and plant- and animal-based Group during the fiscal year ended will be included within foodstuffs used in its recipes that are not grown or produced the scope for the following year; by the group; — sites and business units either disposed of or no longer in — indirect purchases: including energy, spare parts and services. operation during the fiscal year ended are excluded from the This scope varies by country: scope for the entire period, to enable comparability of results; — Europe: also including seeds; — equity affiliates are excluded from the scope. Exceptions are — Italy: only packaging and indirect plant; made in the field of Carbon, where the two OP OASI sites (Italy) are included, and in Agronomy, where it is logical to — Russia: only cardboard, packaging wrap, vegetables and group units by area; ingredients; — logistic centers are excluded from the reporting scope, with — Portugal: only energy, indirect plant, packaging and the exception of Transport, Human Resources and Carbon; ingredients; — United States: does not include purchased processed fruit and vegetables. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 21 2 COrpOratE sOCiaL rEspONsiBiLity General information Agronomy — credits due to returned goods; The reporting is carried out at production and segment area — intra-site orders that are not transported; levels: France Nord-Picardie; France South-West; Africa; Italy; Fresh Europe; Hungary; Poland; Portugal; Russia; United States; — sales to brokers, donations, sales to employees, sales to Brazil; Mushroom segment (France and Poland). colleagues; Bonduelle uses agricultural data from the production harvests — other sales: disposal of end-of-line products or products that carried out during the calendar year preceding reporting. As have reached the end of their minimum storage life. Bonduelle’s upstream agricultural activities are mainly located in the Northern hemisphere, the growing seasons (from sowing 2.1.1.1.4 Procedure for collecting indicators to harvesting) are typically in the period from Spring to Fall. Section 2.6 of the independent third party(2) report lists the As such they cover two fiscal years. Consequently, in the majority indicators selected for verification work. of cases, in order to report actual crop data, reporting periods are aligned with the main harvest periods of the previous year. Management of CSR reporting The Impact Reporting Manager in the group’s CSR and Carbon Corporate Communication Department is responsible for For the calculation of the group’s carbon emissions, no scopes overseeing reporting, in addition to the Managers of the areas and sub-scopes from the GHG Protocol are excluded. concerned – Human Resources, Agronomy, Industry, Quality and Nutrition, Transportation, and Purchasing – and the CSR teams. CO2 emissions related to transport focus specifically on the transport of goods by road, rail and sea. They take into account The data is collected annually by the correspondents on the fuel combustion, including overconsumption due to refrigerated sites and in the business units. The group’s Management transport, but do not take into account the manufacture and Consolidation Department checks and consolidates this data. depreciation of vehicles as well as air transport, considered Covering the entire Bonduelle Group and most aspects of CSR, marginal. the Nasdaq Metrio® tool is used to input the data needed to calculate the indicators. Each user has their own personal access, Packaging depending on the plant and his or her area of responsibility in The scope of calculation of the Packaging indicators does not the report. Indicator definitions (scope, data requested, units include subcontracting for the total tonnages marketed (only and examples) can be accessed from the data entry interface. Bonduelle’s own agro-industrial activity is included). The results of the indicators are directly accessible to the report’s For the “design to be recyclable” and “0 virgin fossil plastic” contributors using tables and graphs. The group’s production KPIs(1), we do however include subcontracting in the calculation facilities can also compare their results to encourage the to reflect the reality of all products marketed under Bonduelle exchange of best practice. The contributors to the reporting are Group brands. trained in Nasdaq Metrio® and given assistance throughout the reporting process. Human resources Human Resources reporting (using the QLIK HR database HR data are reported from N-1/07/01 to N/06/30, except in rare tool), Agronomy reporting (using the AgroOne tool and online cases depending on the local specificities of each country: in forms) and calculations of CO2 emissions from transport (using a France, monthly data for the sites are closed on the 22nd of each service provider specialized in calculating carbon emissions for month, data after this date are included in the following period transport) are not calculated using the Nasdaq Metrio® reporting in order to have a reporting covering 365 days. tool. transport Data checks and validation The operational scope of transport reporting includes all Our process for collecting and validating extra-financial data is transport operations of harvested vegetables from upstream based on: agricultural activities and merchandise from our warehouses An automatic consistency check for all areas: and client distribution sites. — an alert is generated if the difference to the previous year Some marginal flows are not taken into account: exceeds ±15%; — returns and sample orders; — possibility of modifying or confirming the value with — customer orders dispatched by external suppliers; justification. — purchases of ingredients, raw materials (excluding upstream agricultural) and/or packaging (i.e. all purchases from a third party); (1) Key Performance Indicator. (2) Independent third party. 22 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information Approval processes specific to each area: the various business units. It has been recognized that practices — Environment: input by site Managers, validation by are still too variable from one country to another to be able to management controllers; report solid, reliable figures. — Human Resources: validation by country, group consolidation In addition, methodological changes were made as part of the and internal audits; continuous improvement of the calculation of our indicators. — Agronomy: validation by Agricultural Managers; 2.1.1.2.2 Reporting changes in prior periods — Purchasing and Quality: validation by country Managers; Methodological and historical data updates — Packaging: validation by Packaging/Agro-industry Managers; Calculation of GHG emissions 2 — Transport: monthly verification, automatic extraction, As part of the continuous improvement of our greenhouse calculation of CO2 emissions by an external partner. gas emissions calculations, we have detailed certain emission This structured approach ensures the reliability of the data factors (agronomy, mushrooms, consumers) so that they best presented in our EFPS. reflect our activity: — consumer emissions factor: transition from tonnes Consolidation of data at group level manufactured to tonnes sold by country of sale; Consolidation of indicators at the business unit and group level is based on data from the Nasdaq Metrio® tool, together with — agricultural emissions factor: increase from two to eight in the HR, Agronomy and Transport tools, by the group’s Management number of factors taken into account; Control team. A group consistency review is carried out by the — Herm plant emissions factor (mushrooms): more precise CSR Department, the group-level domain officers and group emissions factors, based on the source of supply and the types Consolidation and group Management Department. of mushrooms purchased; Human Resources reporting tools — addition of the methanation channel in the calculation of The group has set up a computer system that allows it to gather emissions from waste treatment. human resources data, mainly using automatic configuration, As a result, we have reflected these updates on the historical with some manual entry in our information systems. This results for years N-1 (2022-2023) and the baseline our reduction organization covers the group scope. target (2019-2020). The updated results are in Section 2.2.1.7. 2.1.1.2 Information relating to special Calculation of the KPI % for growers engaged in regenerative agriculture circumstances The percentage of growers engaged in regenerative agriculture corresponds to the proportion of growers who obtained at least 2.1.1.2.1 Change in the preparation or 40 points during the assessment on this topic. The ability to presentation of sustainability information calculate the impact of the use of pesticides (EIQ calculation)(1) In 2023-2024, the Bonduelle Group restructured the presentation according to phyto declarations) was incorporated this year. This of its sustainability report (Chapter 2 of the universal registration change in methodology was reflected in the results of the 2022- document) in order to anticipate the CSRD, as explained in 2023 indicator. Section 2.1.1.1.1 and the introductory comment in Chapter 2. Sludge declaration We also upgraded the Food pillar of our B! Pact, in particular the indicator entitled “Superior taste for top recipes and innovations”. In fiscal year 2022-2023, 42,702 tonnes of sludge were produced The reporting concerning measurement of the taste of our at the Estrées-Mons sites (25,659 tonnes for Estrées Conserve products has been eliminated in favor of the creation of an [Canned], and 17,943 tonnes for Estrées Surgelés [Frozen]). Only expert group providing recommendations and best practices to spread sludge had been declared. (1) Environmental impact quotient (EIQ) is a formula created to provide producers with data regarding the environmental and health impacts of their pesticide options, so that they can make more informed decisions concerning their selection of pesticides. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 23 2 COrpOratE sOCiaL rEspONsiBiLity General information 2.1.2 Governance 2.1.2.1 The role of governance bodies The Remuneration Committee, a committee of the Bonduelle SA Board of Directors, makes proposals to the In accordance with its legal structure and organization, several Board of Directors concerning the remuneration of the group’s governance and management bodies are involved, at different management bodies, employee members of the Bonduelle levels, and participate in: family and LTI plans(1). In its proposals, the inclusion of extra- — the development of Bonduelle’s CSR strategy, including the financial criteria in variable compensation is taken into account. B! Pact; The CSR Committee: the Bonduelle Group had an Ethics — its implementation; and Committee for several years. In August 2023, the Bonduelle — the oversight of this implementation. Group decided to create a CSR Committee to replace the Ethics Committee. In February 2024, the CSR Committee was These bodies, their composition and roles are described in officially created. A committee of the Bonduelle SA Board of more detail in the corporate governance report (Section 3). Directors, it has four members, including two members of the They ensure, at their own level and according to their roles Bonduelle SA Board of Directors, one member of the Bonduelle and responsibilities, that the Company’s activities take into SCA Supervisory Board and one group employee. Its main consideration social, societal, ethics, environmental and mission is to help make decisions on CSR strategy and business governance issues. ethics, monitor their implementation and the achievement of The Supervisory Board, the governance body of the group’s the targets set. holding company, Bonduelle SCA, ensures the permanent This is reflected in: control of the management of the Company on behalf of the Limited Partners. In this respect, it ensures that extra-financial — its participation in the definition and priorities of the group’s issues that are significant for the group are taken into account. CSR strategy, while ensuring that it creates value for the The B! Pact strategy and its targets are therefore regularly Bonduelle business model and for all stakeholders; presented to the Supervisory Board. The latter also ensures the — review and control of the operational implementation of the transparency of the information transmitted under the EFPS. specific policies constituting the CSR strategy; It proposes to the Shareholders’ Meeting the appointment of — review of reporting and extra-financial control systems; the Statutory Auditors and/or independent third-party bodies in charge of the certification of sustainability information. — ensuring the proper understanding and implementation of the CSR roadmap by employees and their commitments in The Audit Committee, a committee of the Supervisory Board, is this area; notably responsible for monitoring the extra-financial reporting process by making recommendations to the Supervisory — liaison between the various governance bodies, in particular Board to ensure its integrity. It also issues recommendations the Board of Directors, the Audit Committee and the concerning the appointment of Statutory Auditors and/or Supervisory Board. independent third-party bodies in charge of the certification of sustainability information. The Board of Directors, within the operational holding company, Bonduelle SA, is responsible for defining the Company’s strategy, including the CSR strategy. (1) Long Term Incentive. 24 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information 2.1.2.2 Integration of sustainability results into incentive schemes The compensation components of the Corporate Officers of the holding company, Bonduelle SCA, are presented in Chapter 3. 2.1.2.3 Due diligence statement Elements of due diligence related paragraphs Integrating due diligence into governance, strategy and the business 2.4.2 Ethics and vigilance model Collaborating with relevant stakeholders at all stages of due diligence 2.4.2 Ethics and vigilance 2 2.1.3.2 Interests and views of interested parties Identifying and assessing negative impacts 4.2 Risk factors 4.4 Internal control and risk management procedures Implementing actions to address negative impacts 2.4.2 Ethics and vigilance Monitoring the effectiveness of these efforts and communicating 2.4.2.2 Vigilance plan 2.1.3 Strategy 2.1.3.1 Strategy, business model and value On the Food pillar, we are continuing to make progress to chain promote the transition to plant-rich food, by expanding our fields of action and reaching an increasingly large and diverse 2.1.3.1.1 Business model and value chain audience via the Louis Bonduelle Foundation. Bonduelle’s value creation model is presented in Chapter 1 of On the Planet pillar, we are delighted to see our CDP Climate this document, in Section 1.4.2. Change rating progress: recognition of our decarbonization efforts across all our activities. We are also pursuing our ambition 2.1.3.1.2 The B! Pact, our positive impact platform to see the use of regenerative agriculture expand among growers. Editorial “2023-2024 marked a definite turning point for Bonduelle’s CSR On the People pillar, while the goal of inclusion are now strategy. First of all, and a source of pride for all teams: this year anchored in Bonduelle’s practices, we believe that we should we have gone from 37% of sales under the B Corp label to more not stop nurturing them. We have therefore renewed our than 80%. This work to achieve B Corp status provides two major diversity and inclusion policy. opportunities; first, unprecedented internal mobilization, which 2023-2024 was also an opportunity for Bonduelle to start working is also trickling down to our partners. towards compliance with the new Corporate Sustainability Second, B Corp has led us to identify and structure all existing Reporting Directive (CSRD). The double materiality analysis that best practices, giving us a strategic compass and a booster to we have begun provides us with significant progress on the our efficiency, that are complementary to our B! Pact platform. clarity of our activities and the associated risks and opportunities. We are also very proud to be the third company in the B Corp The discussions initiated as part of this work are exciting and community to obtain mentor status, which makes Bonduelle a confirm a common conviction within the teams: the success stakeholder included in the various discussions led by the B Lab. and sustainability of a company cannot exist without taking into Recognition that delights us as much as it engages us. account its impact on the planet and people.” Céline Barral, Chief Strategy, Brands and Impact Officer. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 25 2 COrpOratE sOCiaL rEspONsiBiLity General information The history of our commitment The B! Pact: our strategy to become a positive impact group 1996 – At the heart of Bonduelle’s very close relationship with its To accelerate the food transition, which is at the heart of its farming partners, the agronomic charter guarantees the quality purpose, “To inspire the transition toward a plant-rich diet to and safety of the products. contribute to people’s well-being and planet health”, Bonduelle 2002 – Bonduelle structures its CSR policy around four pillars: is committed to a global approach to transforming itself into a agronomy, human, quality and nutrition, and natural resources. positive impact group. 2004 – The Louis Bonduelle Foundation was created with the This mission of Bonduelle directly reflects six of the UN ambition of bringing about a sustainable change in eating Sustainable Development Goals (SDGs): No. 2, No. 3, No. 8, No. 12, habits while respecting people and the planet. No. 13, No. 15. Bonduelle thus reaffirms its commitment to the United Nations’ goals. 2012 – Bonduelle launches VegeGo!, a company project driving the group’s ambition to be “the world reference in ‘well-living’ through plant-rich food” by 2025. The ethics charter embodies our values: people-minded, trust, openness, simplicity, integrity, fairness and excellence. Bonduelle publishes its CSR report in accordance with the Global reporting initiative. 2016 – Bonduelle renews its CSR targets. 2019 – Bonduelle adopts the ambition to become a B Corp company and launches the B! Pact, three commitments for the In 2019, Bonduelle unveiled its B! Pact platform, which is based planet, food and people. on three commitments: Food, Planet, People. Each of these 2020 – Bonduelle becomes a founding member of B Movement commitments is accompanied by targets. With this platform, Builders and includes its mission statement in its Articles of the group wants to have a positive impact on all its stakeholders, Association. and is also committed to a process to obtain the B Corp label. 2021 – Bonduelle launches its collective corporate project The B! Pact aims to constantly evolve, seeking continuous INSPIRE and confirms its commitments to the B! Pact as improvement. As mentioned in Section 2.1.1.2.1, the 2023-2024 strategic priorities. version demonstrates this momentum, particularly on the food pillar. To ensure a rapid and effective change in eating 2022 – Bonduelle continues its improvement process guided by habits towards more plant-rich foods, the taste criterion is the B! Pact and revises its ambitions upwards in a new version critical. It was decided to create a group of experts to provide of the B! Pact. recommendations and best practices to business units. This 2023 – Bonduelle is implementing its B! Pact roadmap. One- initiative replaces the indicator entitled “superior taste for third of group sales are under the B Corp label. Bonduelle top recipes and innovations”, for which reporting was too updates its ethics charter. approximate due to the differences in practices in our multiple geographies. 2024 – Bonduelle is pursuing its target of B Corp label status with nine newly labeled entities. This represents more than 80% of the group’s sales. 26 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information 2 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 27 2 COrpOratE sOCiaL rEspONsiBiLity General information The B! Pact, 2023-2024 version Fy22 restated Our pillars Our vision Our commitments Our positive impact targets(1) Fy22 without BALL* Fy23 Fy24 targets #1 Deliver superior plant-rich 100% of our products evaluated Nutri-Score A or B by 2025 92% 92% 98.2% 98.7% 100% FY25 We create food 100% products free from controversial additives by 2030 N/A N/A 82.2% 84.6% 100% FY30 high quality flexitarian food #2 Develop a plant-rich offer > 15% of sales achieved through innovations 12.6% 13.7% 9.7% 12.6% > 15% each year experiences by meeting the diverse needs 20% of sales achieved through plant-rich main dish meal and sustainably of the flexitarian diet solutions by 2030 14.7% 14.7% 19.3% 17.7% 20% FY30 impact eating 100% of countries promoting plant-rich cuisine for all through habits #3 Promote the flexitarian diet dedicated programs by 2030 N/A N/A 24.1% 71.4% 100% FY30 for all Double the impact of Louis Bonduelle Foundation activity by 2030 N/A N/A N/A N/A X2 FY30 #4 Scale up regenerative 80% of growers engaged in regenerative agriculture by 2030 Previous value: 46.1% agriculture & preserve - (2) - (2) New value: 46.5% 58.4% 80% FY30 We transform biodiversity 100% of cultivated area using pollinator protection plan by 2030 5% 7.7% 44.1% 69.5% 100% FY30 our food 100% of our packs are designed to be recyclable or reusable by production 2025 97.7% 97.7% 97.8% 98.1% 100% FY25 system from #5 Develop the circular field to fork economy 0 virgin fossil plastics used in our packaging by 2030 to contribute (-100% vs. FY20 by tonnes) (45)% (37.7)% (37.1)% (44.5)% (100)% FY30 to carbon 38% reduction in our Scopes 1 & 2 GHG emissions by 2035 Previous value: (12.7)% neutrality #6 Contribute to carbon (vs. FY20 in absolute terms) (3.4)% (1.4)% New value: (5.8)% (13.8)% (38)% FY35 neutrality 30% reduction in Scope 3 GHG emissions by 2035 Previous value: (7.7)% (vs. FY20 in intensity) (4.5)% (5.9)% New value: (0.9)% 0.7% (30)% FY35 > 75% employee engagement rate (and beyond our external benchmark) 70% 70% 71% 70% > 75% each year > 90% of growers’ contracts renewed every year 91.1% 91.9% 88.4% 88.1% > 90% each year #7 Create healthy and fair 100% sites with actions promoting plant-rich diet for associates working experiences for our by 2025 - (2) - (2) - (2) 59.1% 100% FY25 We build people and partners to thrive 100% permanent employees covered by life insurance by 2025 95% 96.4% 99.7% 99.7% 100% FY25 meaningful development- 100% of permanent employees covered by accessible health rich and insurance by 2025 - (2) - (2) - (2) - (2) 100% FY25 inclusive 100% of associates with an individual development plan by 2030 26.1% 25.9% 39.9% 61.9% 100% FY30 people #8 Foster learning and 80% of growers supported with training by 2030 - (2) - (2) - (2) - (2) 80% FY30 journeys at inclusive hiring practices Bonduelle and across Bonduelle and 100% of sites to implement inclusive hiring initiatives by 2030 - (2) - (2) - (2) - (2) 100% FY30 beyond with our partners 100% of Managers trained in diversity, equity and inclusion (DE&I) by 2025 - (2) - (2) - (2) 22% 100% FY25 #9 Encourage our teams to engage locally in positive 100% of our sites involved in local initiatives by 2025 impact actions at work and outside 72% 78% 71% 95.5% 100% FY25 (1) Methods for calculating B! Pact indicators can be found in 2.7.2 “Methods for calculating key B! Pact indicators”. (2) No result available for the indicator. * For the purposes of comparability with 2021-2022 and 2022-2023 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. 28 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information The B! Pact, 2023-2024 version Fy22 restated Our pillars Our vision Our commitments Our positive impact targets(1) Fy22 without BALL* Fy23 Fy24 targets #1 Deliver superior plant-rich 100% of our products evaluated Nutri-Score A or B by 2025 92% 92% 98.2% 98.7% 100% FY25 We create food 100% products free from controversial additives by 2030 N/A N/A 82.2% 84.6% 100% FY30 high quality flexitarian food #2 Develop a plant-rich offer > 15% of sales achieved through innovations 12.6% 13.7% 9.7% 12.6% > 15% each year experiences by meeting the diverse needs 20% of sales achieved through plant-rich main dish meal and sustainably of the flexitarian diet solutions by 2030 14.7% 14.7% 19.3% 17.7% 20% FY30 2 impact eating 100% of countries promoting plant-rich cuisine for all through habits #3 Promote the flexitarian diet dedicated programs by 2030 N/A N/A 24.1% 71.4% 100% FY30 for all Double the impact of Louis Bonduelle Foundation activity by 2030 N/A N/A N/A N/A X2 FY30 #4 Scale up regenerative 80% of growers engaged in regenerative agriculture by 2030 Previous value: 46.1% agriculture & preserve - (2) - (2) New value: 46.5% 58.4% 80% FY30 We transform biodiversity 100% of cultivated area using pollinator protection plan by 2030 5% 7.7% 44.1% 69.5% 100% FY30 our food 100% of our packs are designed to be recyclable or reusable by production system from #5 Develop the circular 2025 97.7% 97.7% 97.8% 98.1% 100% FY25 field to fork economy 0 virgin fossil plastics used in our packaging by 2030 to contribute (-100% vs. FY20 by tonnes) (45)% (37.7)% (37.1)% (44.5)% (100)% FY30 to carbon 38% reduction in our Scopes 1 & 2 GHG emissions by 2035 Previous value: (12.7)% neutrality #6 Contribute to carbon (vs. FY20 in absolute terms) (3.4)% (1.4)% New value: (5.8)% (13.8)% (38)% FY35 neutrality 30% reduction in Scope 3 GHG emissions by 2035 Previous value: (7.7)% (vs. FY20 in intensity) (4.5)% (5.9)% New value: (0.9)% 0.7% (30)% FY35 > 75% employee engagement rate (and beyond our external benchmark) 70% 70% 71% 70% > 75% each year > 90% of growers’ contracts renewed every year 91.1% 91.9% 88.4% 88.1% > 90% each year #7 Create healthy and fair 100% sites with actions promoting plant-rich diet for associates working experiences for our by 2025 - (2) - (2) - (2) 59.1% 100% FY25 We build people and partners to thrive 100% permanent employees covered by life insurance by 2025 95% 96.4% 99.7% 99.7% 100% FY25 meaningful development- 100% of permanent employees covered by accessible health rich and insurance by 2025 - (2) - (2) - (2) - (2) 100% FY25 inclusive 100% of associates with an individual development plan by 2030 26.1% 25.9% 39.9% 61.9% 100% FY30 people #8 Foster learning and 80% of growers supported with training by 2030 - (2) - (2) - (2) - (2) 80% FY30 journeys at inclusive hiring practices Bonduelle and across Bonduelle and 100% of sites to implement inclusive hiring initiatives by 2030 - (2) - (2) - (2) - (2) 100% FY30 beyond with our partners 100% of Managers trained in diversity, equity and inclusion (DE&I) by 2025 - (2) - (2) - (2) 22% 100% FY25 #9 Encourage our teams to engage locally in positive 100% of our sites involved in local initiatives by 2025 impact actions at work and outside 72% 78% 71% 95.5% 100% FY25 (1) Methods for calculating B! Pact indicators can be found in 2.7.2 “Methods for calculating key B! Pact indicators”. (2) No result available for the indicator. * For the purposes of comparability with 2021-2022 and 2022-2023 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 29 2 COrpOratE sOCiaL rEspONsiBiLity General information Governance of the B! Pact The internal governance of the B! Pact is based on two bodies: — the group CSR team, including the Chief CSR and Corporate — the group’s Global Executive Leadership Team (GELT), which Communication Officer, as well as the Managers of each pillar; regularly dedicates sessions to monitoring the B! Pact; — CSR representatives from each business unit; — B! Pact Committees for each of the Food, Planet and People — group support functions essential to the integration of the pillars, which ensure strategic alignment and steer the B! Pact strategy: Finance and Purchasing; progress of concrete programs related to the B! Pact. — group expert representatives directly involved in the B! Pact B! Pact Committees consist of: strategy for each pillar: Human Resources, Industry, Agronomy, — sponsors of each pillar fully integrated into the group’s GELT; Packaging, Products, Marketing, R&D, etc. The diagram below shows the governance of the B! Pact within the Bonduelle Group. Role Decision-making on GELT Food / Planet / People impact issues Role Organization Supervision of the progress B! Pact Committees • Led by the group CSR team of all B! Pact topics and preparation of GELT decisions Food – Planet – People • 1 PMO* as leader per B! Pact pillar • Bi-monthly meeting for each pillar B! Pact sponsors Group CSR Business Group support CSR team Unit representatives functions * Project Management Officer 2.1.3.1.3 Roadmap to the B Corp label In 2022-2023, the Bonduelle entities in Italy and Bonduelle To succeed in its transformation into a positive impact group, Fresh Americas in the United States obtained B Corp label, Bonduelle set the goal of achieving B Corp label by 2025. enabling the group to label more than a third of its activities. More than just a label, B Corp is a process to advance the A crucial first step in line with the ambition to label 100% of transformation of all areas of the organization. Bonduelle has the group’s activities by 2025. In 2023-2024, nine entities(1) joined structured its approach around three dynamics: the ranks of Bonduelle Fresh Americas and Bonduelle Italy by obtaining B Corp label. More than 80% of the group’s sales are — prepare for label status: orchestrate the process, develop now labeled. tools, lead the community; This second wave of label awards was marked by the unwavering — team commitment: promote understanding of commitment and mobilization of more than 170 employees. transformation and provide training; A unifying project that accelerates the transformation towards — promote the approach: contribute to B Movement Builders, more positive impact with best practices in responsible and communicate the approach. purchasing, business ethics, energy efficiency and employee (1) Bonduelle Europe Long Life SAS, Bonduelle Frais France SAS, Bonduelle Northern Europe NV, Bonduelle Nederland BV, Bonduelle Nordic AS, Bonduelle Iberica SAU, Bonduelle Portugal SA, BDG GmbH, Champiland SAS. 30 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information support. 2024-2025 will be marked by the preparation of label Europe, Hungary SARL, and Bonduelle SA, which will allow us to status for Bonduelle do Brazil, Bonduelle Centrale Europe, complete this journey towards label status. Italy and Bonduelle Bonduelle Polska, Bonduelle Ceska Republika, Bonduelle Central Fresh Americas are beginning to renew their label status. Towards B Corp label status for the group in 2025 2022 2023 2024 2025 2 1 BONDUELLE FRESH AMERICAS, BONDUELLE ITALY 2 BONDUELLE FRANCE*, BELGIUM, DENMARK, NETHERLANDS, SPAIN, PORTUGAL, GERMANY, AUSTRIA 3 EASTERN EUROPE, BRAZIL, REGISTERED OFFICE * Canned, frozen and fresh activities, Mushrooms B Movement Builders Bonduelle joined B Movement Builders in 2020, alongside five other pioneering companies: Danone, Gerdau, Givaudan, Magalu and Natura&Co. This initiative was created by B Lab in order to bring together large multinational companies committed to a more sustainable and resilient business model, which takes into account all the Company’s stakeholders, including Shareholders. The group recognizes that: — transformation creates shared value for all stakeholders and — promote access for all to a plant-rich diet by offering healthy must be driven by ambitious targets; and tasty meal experiences to inspire a transformation in — credible and concrete commitments are based on eating habits. measurable actions and transparent governance; These targets will be monitored annually by the Blab — collaboration creates collective impact, expands opportunities organization, which will assess their progress. and promotes mutual learning. The Bonduelle Group is thus very proud to join the ranks of the Bonduelle is committed to collaborating with its peers, learning mentors of the B Movement Builders movement, alongside the and sharing best practices, and taking action to help introduce Danone and Natura groups. widespread changes to culture and business. As part of this B Movement Builders program, the Bonduelle 2.1.3.2 Stakeholder interests and views Group was honored with the title of Mentor in May 2024, rewarding its investment, the label status achieved for more 2.1.3.2.1 Identification of stakeholders than 30% of its entities through subsidiaries and the validation and communication methods of three ambitious targets: Bonduelle pursues a policy of structured dialogue based on — 80% of the group’s farming partners are committed to regular exchanges and strategic meetings. practicing regenerative agriculture by 2030; Internally, the group maintains strong relations with its — zero net emissions by 2050; employees and social partners. Externally, the group consults and exchanges with growers, suppliers, consumers, national and local public institutions, etc. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 31 2 COrpOratE sOCiaL rEspONsiBiLity General information Bonduelle thus wants to build and lead its transformation maintains relations and the procedures implemented to inform, taking into account the expectations of its stakeholders. The dialog with or consult them, and the agreements, partnerships following table lists the stakeholders with which the group or collaborations established with some of them. Stakeholders Communication methods Shareholders 1 Shareholders’ Meetings Employees 1 Internal communication process (intranet, corporate social network) 1 Leaflets and reports 1 Engagement and satisfaction survey (Climate) Suppliers 1 Quality assessments and audits 1 CSR questionnaire (with supplier feedback) 1 Assessment by EcoVadis 1 Supplier scoring Local communities 1 On-demand dialog with local communities at site level Growers 1 Daily collaboration between growers and Bonduelle’s agronomy technicians during the harvest period 1 Individual dialog 1 Meetings with Shareholder growers 1 Dialog at inter-professional bodies between upstream agriculture and manufacturing Customers 1 Responses to questionnaires and annual audits 1 Annual survey with our main customers Consumers 1 Dedicated service in all countries 1 Consultation of the consumer panel 1 Raising awareness of the nutritional and environmental benefits of plant-rich foods 1 Participation in sector discussions as member of the Committee, director or Chairman – meetings at least twice a year Professional 1 Active participation in the various working groups federations/ 1 Ongoing dialog Interprofessional bodies NGOs and non-profit 1 Questionnaires entities 1 Dialog through summits and events 1 One-off requests by topic (e.g. regenerative agriculture) 1 Response to the UN Global Compact – once a year Sustainability experts 1 Questionnaire responses 1 Ad hoc dialog Financial analysts/ 1 Financial events/meetings with analysts/meetings with investors Investors/Media/ 1 Questionnaire responses Journalists 1 Occasional dialog on request 1 Specific meetings of SRI funds and individual meetings on request Public authorities 1 Response to requests from ministries and parliamentarians 1 Contributions to certain thematic consultations 1 Working meetings 1 Dialog through professional sector and interprofessional organizations 32 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information 2.1.3.2.2 Materiality of risks and challenges and Switzerland zone, the United States, Central Europe and South-Eastern Europe. These different levels of analysis thus Materiality analysis method inform decision-makers at group and regional level. In 2022-2023, Bonduelle updated its materiality analysis. Using a quantitative and regionalized materiality approach, the group This analysis was part of the group’s ambition to become had the materiality of the impact of its activities on society and a company with B Corp label status and in preparation for the environment assessed, as well as the financial impact of its the Corporate Sustainability Reporting Directive (CSRD), activities, i.e. the risks and opportunities related to its activity and without strict compliance at this stage because standards for business model, at group and regional level. the realization of the double materiality matrix were not yet finalized. The work carried out with stakeholders to update the The methodology adopted allowed us to update the list of CSR double materiality matrix in compliance with the expectations challenges and provide a regional assessment for eight zones/ 2 of the CSRD is underway. countries in addition to the global assessment. Identifying Bonduelle’s CSR challenges This analysis of 2022-2023 enabled a number of internal contacts to be engaged and made aware of the strategic A complete list of Bonduelle’s CSR challenges across its entire scope of the exercise. The group asked more than 570 internal value chain has been drawn up based on various guidelines: and external stakeholders worldwide to assess the materiality Business Impact Assessment (B Corp standard), the UN of CSR issues: suppliers, customers, NGOs, inter-professional Sustainable Development Goals, as well as the Global Reporting associations, governments, experts, consultants, etc. This broad Initiative (GRI) and the Global Compact. Bonduelle identified a consultation enabled regional results to be displayed for France, total of 36 challenges, corresponding to the five impact areas Italy, Spain and Portugal, Northern Europe, the Germany, Austria assessed under the B Corp label process: Material topic Definition Governance Governance and business Integrate the search for a positive impact on society/the environment in the Company’s governance model driven by a purpose and in its business model/commercial strategy (e.g. company with a mission, etc.). Business ethics and Uphold and implement the strictest business ethics across the Company’s operations and value compliance chain (e.g. data and privacy protection, anti-corruption, fraud, bribery, counterfeiting and anti- competitive behavior). Ethical and transparent tax Ensure compliance and transparency of tax practices, in accordance with the tax regulations in practices force in the countries of operations. Public policy and advocacy Support or advance public policies in line with the Company’s environmental, social and governance targets, practices and values (through lobbying, contacts with government agencies, etc.). Employees Compensation, benefits Offer fair and equitable compensation (minimum wage, benefits and social protection) to and social protection in Bonduelle employees, in each country where the Company operates. companies Diversity, equity and inclusion Ensure that all Bonduelle employees in the Company’s businesses, at all levels, regardless of in the workplace seniority, are treated fairly and without discrimination in terms of recruitment, compensation, employee benefits and career development (regardless of gender, age, race, sexual orientation, physical ability, etc.). Safety, health (physical and Create a safe, secure and healthy working environment (physically and mentally) where Bonduelle mental) and well-being of employees can maintain a good work-life balance and enjoy flexibility in their workplace. employees in the Company Attract, recruit and develop Attract and retain talent by offering Bonduelle employees learning and development opportunities talent as well as a career and growth plan. Corporate culture and Develop a strong managerial culture and internal commitment to foster the professional and internal engagement personal development of Bonduelle employees, including contributing to a positive impact in their daily work. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 33 2 COrpOratE sOCiaL rEspONsiBiLity General information Material topic Definition Value chain workers Diversity, equity and inclusion Ensure that all workers in the Company’s value chain, at all levels, regardless of seniority, are treated in the value chain fairly and without discrimination in terms of recruitment, compensation, benefits and development career paths (regardless of gender, age, race, sexual orientation, physical ability, etc.). Fair and equitable working Ensure that all workers in the value chain receive a fair and decent salary, with reasonable working conditions in the value chain hours and good working conditions. Human rights in the value Promote and respect fundamental human rights in the value chain (e.g. forced labor and child chain (including child labor, migrant workers’ rights, freedom of association, etc.). labor, forced labor, migrant workers, etc.) Communities Local economic contribution Stimulate economic development and wealth creation in the local communities where Bonduelle and development operates, through job creation, professional training and education, payment of local suppliers and taxes, etc. Food sovereignty Ensure the domestic production of food to withstand any crisis or disruption of the global supply (pandemics, climate disasters, etc.). Fair value sharing with Build and strengthen diverse, stable and sustainable partnerships with growers and other suppliers growers and suppliers through equitable value sharing and ongoing support. Investment in local Provide service to local communities through employee volunteering, product donations and communities (charitable financial donations. donations, staff volunteering) Environment Climate change mitigation Reduce greenhouse gas (GHG) emissions throughout operations and the value chain (including (reduction of carbon sources such as cultivation and soil conservation, land use changes, etc.). emissions) Climate change adaptation Assess and strengthen resilience to the impacts and risks associated with climate change (resilience to climate change) throughout the value chain; contribute to the ability of societies and economies to resist the impacts of climate change. Energy consumption and Reduce energy use and intensity, improve energy efficiency and increase the use of renewable renewable energies energies across operations and the supply chain. Local sourcing of ingredients Ensure that raw materials and other ingredients come from local sources, taking care to limit the impact of transport on the environment. Water use and reuse Reduce water consumption in agricultural and industrial processes and avoid the discharge of polluted water, e.g. by reducing the use of synthetic fertilizers and pesticides. Resilience to hydric stress Adapt agriculture and industrial processes to cope with increased drought or flooding due to climate. Preserve and manage Prevent the loss of biodiversity and restore plant and animal species; improve natural habitats and biodiversity ecosystem functioning in business areas and supply chains (including agriculture). Regenerative agriculture Promote holistic agricultural principles and land use practices that aim to rehabilitate and improve (sustainable agriculture, soil the entire socio-ecological ecosystem, including soil health, water management and benefits for health and land use) growers and communities. Food losses and waste Reduce food loss and waste throughout the value chain, from field to fork and to landfill. Industrial waste management Reduction, reuse and recycling of waste in the industrial operation process (excluding food losses and waste). 34 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information Material topic Definition Animal health and welfare Ensure the physical and mental health and well-being of animals throughout operations and the supply chain, including in the use of antibiotics, anti-inflammatories and hormone treatments, where necessary, to adverse impacts to animal and human health. Circular economy and Minimize product packaging (paper or plastic), increase the recycled content and recyclability of packaging packaging (use of sustainable biodegradable/bio-sourced, recyclable packaging) while exploring circular business models. Clients and customers Offer healthy/plant-based Ensure that the product portfolio is focused on healthy and plant-rich food products (e.g. vegetables, 2 products with nutritional but also cereals and legumes) to prevent conditions such as overweight and obesity, overeating, benefits undernutrition and non-communicable/contagious diseases (NCDs). Offer environmentally-friendly Ensure that the product portfolio is oriented towards environmentally friendly products (e.g. products (e.g. organic, etc.) organic, pesticide-free, etc.). Product range in line with Meeting and respecting the needs and diets of local consumers by diversifying the Company’s consumer needs and diets, product portfolio according to geography, culture, values and other trends (e.g. flexitarians, offer including flexitarians, or alternatives to animal-based diets). offering alternatives to animal-based diets Access and affordability of Contribute to the availability and affordable access to sufficient, safe and nutritional food for all, food/ including in low-income communities or in communities where access is limited (“food deserts”). nutrition Product safety/quality Offer products that are safe and prevent health risks related to use, consumption, handling, preparation and storage throughout the value chain. Transparency in product Provide clear and easily accessible information on product ingredients (e.g. GMOs, colors and labeling and ingredient flavorings, allergens, etc.), nutritional profile and traceability/sourcing (e.g. ingredient origin and traceability production conditions). Responsible marketing/ Advertise products to consumers in a way that allows for informed choices while avoiding green advertising laundering. Consumer education to Engage consumers on the benefits of a flexitarian diet (to reduce meat consumption) and other encourage flexitarian diets more sustainable behaviors (e.g. waste, etc.). and other more sustainable behaviors UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 35 2 COrpOratE sOCiaL rEspONsiBiLity General information Prioritization of topics All selected stakeholders were asked to complete a questionnaire of around 15 minutes in which they were asked to rank the CSR issues at random and to select what was most important for Bonduelle. They then ranked Bonduelle’s current perceived performance in the face of these issues, and finally they were able to look ahead and consider Bonduelle in the coming years. Three central themes emerge in the new materiality matrix: — transform agriculture into a regenerative, resilient and frugal model; — offer plant-rich products and diets to all; — ensure fair value sharing with the relevant growers and suppliers. Bonduelle materiality matrix Regenerative agriculture Climate change adaptation Environmentaly Climate change Product safefty / friendly products mitigation quality Fair value sharing with farmers/suppliers Healthy / plant – Food loss/waste Water use/ based products wastewater Energy use / Local sourcing renewables of ingredients Packaging / Food / nutrition access / circular economy affordability Biodiversity protection/ Fair working conditions stewardship Transparent labeling / ingredients traceability in value chain Human rights in value chain Local economic contribution/ development Product portfolio Consumer diet in line with consumer Food sovereignt sustainability education needs / diets lndustrial Resilience to hydric stress Employee safety / waste Purpose-led health / wellness management Business ethics / governance / compliance company model DE&I in value chain Workplace remuneration / Internal company benefits / social protection culture/engagement Animal Responsible marketing/ Talent attraction / health/Welfare advertising recruitment / development DE&l in workplace Ethical/transparent tax practices Public policy / Community advocacy investment Financial impact on Bonduelle’s business according to internal stakeholders Catégories : Governance Workers Communities Environnment Clients et Customers 36 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com Importance based on perceived impact on Bonduelle’s business success over the next three years, according to internal stakeholders CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information In early 2025, the Extra-Financial Performance Statement will be replaced by the sustainability report, as part of the CSRD. In 2023- 2024, several projects have already been carried out at Bonduelle: — gap analysis: gap analysis was conducted this year with — double materiality: during 2024-2025, Bonduelle will update an external consulting firm. Many functions and business the materiality matrix as presented in order to comply with lines have been mobilized within the group. Based on the the CSRD exercise and confirm its material impacts, risks and materiality of this work, Bonduelle will update and define opportunities. The results of the next double materiality will roadmaps for each business line, with milestones at intervals, be presented in Bonduelle’s next sustainability report. in order to continue its transformation; 2.1.3.3 Significant impacts, risks and opportunities and their link to the strategy 2 and business model Work related to the identification of impacts, risks and opportunities related to sustainability started in 2024-2025 and will be published in time for the publication of the 2024-2025 sustainability report. This work covers all the subjects and sub-headings listed by the CSRD. Bonduelle’s current risk management system (see Section 4.2) already provides an overview of the risks identified. 2.1.4 Management of impacts, risks and opportunities Bonduelle’s risk mapping is reviewed every year to ensure its relevance and is detailed in Section 4.2 “Risk factors”. It consists in particular of: — identifying and analyzing risks; — prioritizing risks; — defining priorities aimed at minimizing risks through the implementation of action plans. This update was presented and reviewed by the Bonduelle Group’s Executive Management and the Board of Directors, and was examined by the Audit Committee and Supervisory Board. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 37 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2 Environment 2.2.1 CLIMATE: reducing our climate footprint 2.2.1.1 Climate change mitigation transition plan Bonduelle aims to contribute to global carbon neutrality by 2050, by pursuing its intermediate targets for 2035 as validated by the SBTi. The group is also committed to preserving biodiversity and has set itself a series of targets for the circular economy, which can be found in the B! Pact (2.1.3.1.2 “The B! Pact, our positive impact platform”). Bonduelle has been committed to the fight against climate change for nearly 20 years. The group has included its transition plan in the structure of the Net Zero Initiative(1) and has defined targets validated by the SBTi. New B! Pact target: Net zero emissions in 2050 First B! Pact target: Sub-targets reduction in GHG emissions: -20% GHG emissions - scopes 1, 2 and 3 - in 2035 absolute reduction for scopes 1 & 2: -38% in 2035 (SBTi validated); -62% in 2050 reduction in intensity for scope 3: -30% in 2035 (SBTi validated); -51% in 2050 2003 2018-2019 2019-2020 2020-2021 2021-2022 2022-2023 2023-2024 2024-2025 2026-2027 First gr oup Creation of carbon the analysis assessment and rating tool to Update and new Net Zero Targets First results Net Zero Submission Net Zero measure the developments of Initiative validated of the CDP Initiative of new SBTi Initiative environment carbon metering Work on by the questionnaire Finalization targets, Fi nalization of al impact of and management targets and SBTi of the Pillar aligned with the Pillar B industrial tools in line with roadmap A method the 1.5°C (reduce emissions projects the GHG protocol (reducing trajectory from our global ecosystem) and C emissions (increase carbon of our value absorption chain) by developing carbon sinks) methods Carbon neutrality is understood on a global scale as a balance between anthropic CO2 emissions and anthropic CO2 absorption. In other words, removing the amount of CO2 each year emitted by human activities is the only way to stabilize temperatures and meet the +2°C or 1.5°C targets of the Paris Agreement before the middle of the century. (1) The Net Zero Initiative (NZI), initiated by Carbon 4 in 2018 with a dozen pioneering companies and a scientific committee, with the support of the ADEME and some 20 sponsors, provides organizations with a way to describe and organize their climate action to maximize their contribution to the realization of carbon neutrality worldwide. 38 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment Bonduelle’s climate strategy: structured according to the Net Zero Initiative and marked by targets validated by the SBTi Target 2050 Net zero emissions The B! Pact target 2 Pillar A Reduce global emissions of our value chain Pillar B Pillar C Contribute to reducing Increase carbon consumer emissions absorption by developing carbon sinks Establish a roadmap Establish a roadmap by 2025-2027 by 2025-2027 B Scope 3 Scope 1 & 2 Reduction Absolute reduction in intensity in GHG emissions of GHG emissions -38% in 2035 (SBTi -30% in 2035 (SBTi validated) validated) -62% in 2050 -51% in 2050 Scope 1 Scope 2 Scope 3 Direct emissions Indirect emissions Indirect emissions related to the combustion of fossil fuCels, such as gas, related to the purchase related to the origin oil, coal, or refrigerant gas of electricity and steam and use of our products leaks for our plants Plants Electricity Consumption and end-of-life of products Farms Steam Agriculture Vehicles Purchasing of ingredients Supply chain Packaging Other emissions related to the purchase of products and services, employee travel, etc. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 39 2 COrpOratE sOCiaL rEspONsiBiLity Environment Bonduelle’s climate mitigation strategy is based on the three 2.2.1.1.2 Carbon counting and management tools pillars of the Net Zero Initiative: Prepared using the GHG protocol (Greenhouse Gas protocol) — pillar A: reducing the global emissions of our value chain to carbon counting and management tools guide strategic and the level required by the SBTi; operational decisions. For the past three years, the group has — pillar B: helping to avoid the carbon emissions of consumers; been strengthening the robustness of its results. It overhauled its reducing the emissions our ecosystem; methods, refined the quality of the data by limiting estimates, and updated its emission factors. In 2023-2024, Bonduelle — pillar C: offsetting residual emissions with the carbon worked in particular on the agriculture component and its sequestration potential of agricultural practices. Mushroom activity. The tools cover all of the group’s value chain activities, from agriculture to the use of products by consumers. 2.2.1.1.1 progress of the transition plan Bonduelle is prioritizing Pillar A. For this, the group has defined its 2.2.1.1.3 Investments in the implementation targets for Scopes 1 & 2 and Scope 3, its trajectory and roadmap of the transition plan to reduce global emissions in its value chain. This includes: Bonduelle is investing in energy efficiency and renewable — defining and preparing for monitoring climate trajectories; energy production equipment on its sites (see 2.2.1.5 “Climate change actions and resources”). — implementing climate governance; Investment tools: rating of industrial projects — the development of shared carbon assessment, accounting and management tools; In order to integrate the carbon impact into its investment selection criteria, Bonduelle has adopted a tool for analyzing — sharing solutions and best practices; and rating the carbon impact of its industrial projects. The — creating training and communication systems. calculation of the return on investment, known as green ROI, includes the internal carbon price (see 2.2.1.9 “Internal carbon Bonduelle is also carrying out preparatory work to roll out the price”). roadmaps for pillars B and C from 2025 to 2027: Carbon modeling tools for industrial projects — on pillar B, the group is implementing a method to measure avoided emissions. Its objective is to measure the Bonduelle also has a carbon modeling tool for its industrial environmental benefit of marketing a complete plant-rich projects. This enables it to estimate future emissions from food to replace food with a higher carbon footprint; production and decarbonization projects site by site, depending in particular on the nature of the activity and the country’s — on pillar C, regarding carbon sequestration, Bonduelle is emission factors. working to define calculation methodologies and the action framework, in line with international standards. The approach will be rolled out with its farming partners. In 2021-2022, Bonduelle responded to the CDP Climate Change questionnaire for the first time. Since then, the group has continued this work on transparency, which makes it possible to monitor the progress of its climate approach. In 2023-2024, Bonduelle was awarded a B-rating, testifying to its consideration of its impacts on the environment and implementation of dedicated measures to manage these impacts. For 2024- 2025, work is continuing, as part of a continuous improvement approach. 40 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.1.1.4 Climate governance and supervision Bonduelle’s climate and carbon governance A GELT CSR and B Corp monitoring sessions 2 B Group B! Pact Planet Committee Mitigation management Adaptation management Climate Change D Business unit C Carbon Accounting Corporate Committee E Adaptation carbon coordination working group Bonduelle is implementing its climate trajectory at all levels of the Carbon Accounting Corporate Committee, created the group, through its business units and its business lines. C in 2022-2023, is responsible for integrating the carbon Climate governance is composed of several bodies: component into Bonduelle’s financial and strategic management. It is composed of group business line the GELT regularly holds monitoring and arbitration A representatives who participate in our carbon impact meetings on CSR and B Corp topics, including climate mitigation project; issues. The topics are led by the members in charge of these topics: Céline Barral, Chief Strategy, Brands and Impact the business units’ Carbon coordination sessions D Officer, and Patrick Lesueur, Prospective & Development coordinate the climate strategy and actions at entity Officer; level. They are coordinated by the CSR Managers in each business unit, and bring together the business lines the group’s B! Pact Planet Committee shares and B involved in implementing actions; disseminates carbon emissions management tools and monitors changes in the group’s targets. Meeting from 2024-2025, in line with the development of bimonthly are: the B! Pact Planet Committee (B), which will be the governance body for environmental issues, the former – the members of the GELT responsible for CSR and the Committee dedicated to climate change adaptation B Corp label, (the Climate Change Adaptation Council) is becoming a – the group climate officers, working group, the Climate Change Adaptation working group. It will define and coordinate activities on this issue, – the group’s business line contacts involved in the climate in particular the identification of risks and opportunities strategy, related to climate change and the structuring of the – the CSR contacts of the business units. group’s adaptation plan. From 2024-2025, this committee will evolve to become the governance body for the group’s environmental issues, both in terms of reducing our impacts and adapting; UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 41 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2.1.1.5 integration of the transition plan Bonduelle has assessed three risk categories: in internal budgets — physical risks are assessed with regard to the exposure of In order to anticipate the financial impact of its carbon assets to contingencies and the vulnerability of activities; trajectory, Bonduelle establishes a bridge between its financial — transition risks are assessed for their direct impacts (prices of accounts and its carbon counting. This approach is steered by raw materials, carbon prices on direct activities, energy prices the Committee dedicated to carbon financial management, the for plants, changes in consumer expectations) and indirect Carbon Accounting Corporate Committee. impacts (carbon and energy prices for the supply chain); As part of a simulation work to achieve our CO2 emissions — lastly, legal and financial risks include the possibility of targets, the carbon budget was valued on the basis of the companies being sued for their impact on climate change. average purchase price of Guarantees of Origin. This initial analysis was also an opportunity to raise awareness The principle of valuing our carbon emissions at a market price among internal contributors about their activities. Bonduelle is included in the calculation of the green ROI(1) of our CAPEX. will analyze the financial materiality of adaptation to climate The Carbon Accounting Corporate Committee is responsible for change in its value chain, with regard to various climate setting the price to be considered. scenarios (SSP5-8.5 and SSP2-4.5 by 2030 and 2050). 2.2.1.2 Climate-related impacts, risks 2.2.1.3 Climate change mitigation and opportunities and adaptation policies Bonduelle assesses its impacts, risks and opportunities related The Bonduelle Group’s carbon neutrality policy presents: to climate change mitigation and adaptation using two maps: — the group’s ambition to contribute to carbon neutrality — the group’s risk mapping (see 4.2.2 “Details of the main risk (see 2.3.2.1); factors to which the Bonduelle Group believes it is exposed as of the date of this universal registration document”); — the climate transition plan and its deployment schedule (see 2.3.2.1); — the materiality matrix (see 2.1.3.2.2 “Materiality matrix of risks and challenges”). — climate targets and their phasing (see 2.3.2.5); — definitions of Scopes 1, 2 and 3 (see 2.3.2.5); Focus on identifying physical and transition risks — the policy’s reference frameworks: the SBTi (Science Based Bonduelle has begun to analyze the adaptation of its activity to Targets initiative), the GHG Protocol and the Net Zero Initiative climate change, in particular by initiating an inventory of risks (NZI). and actions to adapt to climate change. This work is in line with that on risk analysis at group level. It applies to the entire scope indicated in Section 2.1.1.1.3. Through this work, Bonduelle has provided an overview of the Bonduelle is currently working on the development of a climate effects of climate change on its major activities. For agronomy, change adaptation policy, in line with the risk analysis work in the group continued to identify and assess physical and progress. transition risks: effects of persistent hot weather, shortening of sowing cycles, reduction in the number of days without thaw, and water assessments. In 2023-2024, Bonduelle continued to 2.2.1.4 Climate change actions make progress on identifying physical and agronomic transition and resources risks. The Bonduelle Group identifies decarbonization drivers Over fiscal year 2024-2025, Bonduelle will continue to analyze throughout its value chain: agriculture, sourcing of ingredients, physical and transition risks, particularly in its industrial activities, packaging, industrial processing, employee transportation, by assessing risks and opportunities from a financial standpoint. product transportation, distribution and consumption. This work is coordinated with the risk analysis at group level. To achieve this, the group is deploying the following measures for each activity, from agriculture to retailing: counting carbon emissions, evaluating and managing mitigation actions, and implementing decarbonization roadmaps. (1) Return on investment. 42 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.1.4.1 Agriculture St-Benoist, etc.), more efficient equipment (new freezing process The group is now committed through its Agro roadmap (see. tunnel in Santarém), and pipe insulation (Bordères, etc.) 2.2.3.2.1 “The Agro roadmap”), which presents its issues and Furthermore, the optimization of energy efficiency is managed ambitions. by the field teams with very regular tracking and monitoring of Since 2023-2024, Bonduelle has also developed an IT tool consumption. in collaboration with AXA Climate to estimate the impact of climate change on its production areas. This forward-looking 2.2.1.4.4 Audit and consumption action plan exercise makes it possible in particular to anticipate changes in Using the new environmental management system (EMS), growing conditions and take actions to limit the impacts on the Bonduelle’s facilities audit and compare their consumption. group’s activities in the short, medium and long terms. They then implement targeted energy saving measures: heat 2 recovery systems, LEDs, anti-waste energy systems (Start and Through its agri-food business, Bonduelle is also eligible to Stop), etc. follow the SBTi FLAG (Forest, Land, Agriculture) guide. This new standard is intended for land-intensive sectors. It uses scientific 2.2.1.4.5 ISO 50001 and 14001 certifications data to set targets for reducing and absorbing emissions from land use. Bonduelle is studying the setting of climate targets Bonduelle has set itself the target for 100% of its European sites aligned with this guide, which it will submit to the SBTi in 2025. to be ISO 50001 and/or ISO 14001 certified in the coming years. These international standards aim to continuously improve 2.2.1.4.2 Industry energy and environmental performance. All sites are in the process of implementing an environmental management Bonduelle has set three priorities for its plants to help them system. In 2023-2024, fourteen Bonduelle sites were ISO 50001 achieve the group-wide climate target: certified in France, Germany and Italy. Three sites are ISO 14001 — achieve energy savings; certified: Battipaglia, San Paolo d’Argon and Santarém. — substitute renewable energies for fossil fuels; 2.2.1.4.6 European mechanisms for energy saving — develop green electricity through direct long-term purchase obligations contracts, as a priority in regions where grid electricity is Bonduelle is involved in the European energy saving obligations. carbon-intensive. The group’s agro-industrial sites have therefore made their All business units are committed to this roadmap, share their technological and organizational improvement actions part of results and best practices and participating in the establishment the subsidized energy saving plans. The value of energy saving of an industrial carbon trajectory. The group’s new environmental certificates (ESCs) obtained or being obtained for work carried management system (EMS) includes a tool for analyzing the out in the 2023-2024 year on energy efficiency systems and carbon situation and developing action plans at the level of the technologies is equivalent to 166,831,718 kWh cumac. Bonduelle site. has carried out numerous projects to recover heat, regulate refrigeration units and optimize boilers. 2.2.1.4.3 Energy savings Whether electric or thermal, energy is essential for the 2.2.1.4.7 Substitution of renewable energies production process. Electricity feeds the deep-freezing process, for fossil fuel energy the storage of frozen products and the air conditioning of Bonduelle wants 25% of its energy mix to be from renewable refrigeration workshops. It is also used for the manufacture sources by 2025. In 2023-2024, renewable energies(1) represented of compressed air, the production of chilled water, lighting 26% of Bonduelle’s energy mix. The group is constantly looking and air conditioning of premises and for certain equipment: for new ways to increase the share of renewable energy in its other engines, fans, conveyors, certain forklifts. Thermal energy consumption. With or without a partner, it creates and operates is used to generate steam and hot water. It is also used in the renewable energy facilities on its sites. production of preserves, heat recovery ventilation and power Bonduelle contributes to the production of heat and electricity handling equipment. from the green waste of its activities, manure from farming In 2022-2023, Bonduelle has invested in the renewal of partners, the combustion of non-reusable wooden pallets, etc. energy-efficient blancher plants in Nagykőrös and Békéscsaba The group is involved in the development of methanation. (Hungary). The fermentation of biomass generates biogas. This biogas In 2023-2024, Bonduelle continued its investments in energy can feed a biogas boiler or a cogeneration engine producing efficiency on its sites with, for example, energy recovery electricity and heat. The thermal or electrical energy produced from equipment (Estrées-Mons, Rosporden Nagykőrös, is self-consumed or fed into the networks, depending on the Santarém, etc.), free cooling (La Tourte, Saint-Mihiel, Reutlingen, configuration (own installation or partners). The surplus is sold. (1) Within the meaning of the CSRD. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 43 2 COrpOratE sOCiaL rEspONsiBiLity Environment Bonduelle is taking an inventory of the quantity of its deposits 2.2.1.4.8 Development of green electricity through available for methanation recovery and has already set up long-term direct purchase contracts several units: Participating in the development of renewable energies in — in the Békéscsaba, Nagykörös and Nyiregyhaza sites France, primarily in regions where grid electricity is carbon- (Hungary), an average of 89% of the biogas from internal intensive, is one of Bonduelle’s levers for decarbonization. effluent methanizers is recovered in the boiler room; The group wishes to develop over-the-counter electricity — the Estrées-Mons site (France) covers 70% of its steam purchase contracts, or Power Purchase Agreements (PPA). requirements thanks to the biomass steam production plant. Signed directly with renewable energy producers, these long- The site saves more than 18,000 tonnes of CO2 per year. term commitments make it possible to create or expand Some 21% of the plant’s vegetable waste is converted into renewable facilities. This year, Bonduelle signed a PPA for a biomethane; photovoltaic installation located in the Dordogne, to supply — in 2023-2024, Bonduelle inaugurated a biomass boiler room 12 gigawatt-hours (GWh) per year. installed at its historic Renescure site. With 60% of its fuel coming from waste from the forestry industry, this project 2.2.1.4.9 Training and awareness-raising will avoid the emission of 6,000 tonnes of CO2 per year from The creation of training and communication systems began with 2024-2025; the training of Climate Fresco facilitators. The BELL, BFE, BFA and BEAM business units and the group’s departments (Finance, — six plants recover 100% of their waste through methanation: Human Resources, CSR and Corporate Communication) also Vaulx-Vraucourt, Renescure, Labenne (France), Gniewkovo, conducted climate awareness workshops. Since 2021, 721 Ruchocice (Poland), and Reutlingen (Germany). employees have been made aware of the Climate Fresco by the For the production of cooling and electricity, Bonduelle installs group’s 28 coordinators. photovoltaic panels on the roof, the ground, or on car park shades, as in Santarém (Portugal). 2.2.1.4.10 Transport optimization These panel installations are carried out in accordance with The Bonduelle Group’s transport flows are of three types: the technical constraints of the location, which can sometimes — the upstream agricultural journey from vegetables harvested prevent projects from succeeding (such as the project to install in the fields to the industrial plants; photovoltaic panels on the roof of the San Paolo plant (Italy), initially planned for 2023-2024). — the intersite transfers of semi-finished and finished products between our plants, internal sites and Bonduelle’s dedicated warehouses; — the distribution of finished products to our customers or to warehouses that are not Bonduelle-specific. 44 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment Examples of product transportation flows and alternatives to road haulage AGRICULTURAL PRODUCTION AREA Plant Plant Customers 2 Fields Commercial depot Plant Logistics/ packaging Customers centre Plant Plant Upstream agricultural journey: vegetables harvested Intersite transfer: Fields semi-finished and finished products Distribution: finished products AGRICULTURAL PRODUCTION AREA Bonduelle’s transport policy contributes to the group’s climate Bonduelle has a method for calculating the carbon footprint target. This covers all flows: upstream agriculture, intersite and of its transportation, through automated data extraction tools distribution. It consists, firstly, in identifying and measuring and a consolidation procedure. CO2 emissions linked to the transportation-related CO2 emissions and, secondly, in upstream agricultural journey are calculated annually. Those optimizing flows, maximizing the use of alternative means of related to inter-site transfers and distribution are now available transportation or solutions that emit less CO2. on a monthly basis. Bonduelle can conduct a more detailed analysis of its carbon impact: by business unit, flow, type of transport, technology and industrial plant. Bonduelle uses a data visualization tool to analyze the ways it can optimize its transport-related CO2 emissions and to implement targeted actions. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 45 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2.1.5 Targets and indicators relating to climate change reduction and adaptation 2.2.1.5.1 Climate change reduction and adaptation targets Bonduelle’s climate strategy is part of the Net Zero Initiative. Bonduelle has also set itself the goal of contributing to carbon neutrality by 2050, and has had its intermediate targets for reductions in Scopes 1, 2 and 3 in 2035 validated by the SBTi. 2.2.1.5.2 Our B! Pact targets As part of the B! Pact and its commitment to “Contribute to carbon neutrality”, Bonduelle has set itself the following targets in terms of reducing its emissions: Fy22 restated Commitment B! Pact targets Fy22 without BALL* Fy23 Fy24 38% reduction in our GHG emissions for Scopes 1 and 2 by 2035 (3.4)% (1.4)% Previous value: (12.7)% New value: (5.8)% (13.8)% #6 C ontribute (vs. FY20 absolute) to carbon neutrality 30% reduction in our GHG emissions for Scope 3 by 2035 (4.5)% (5.9)% Previous value: (7.7)% New value: (0.9)% 0.7% (vs. FY20 in intensity) Regarding our reduction target for Scopes 1 & 2, our 2023-2024 performance exceeded the targets set as part of the SBTi trajectory. This performance results from the combined effects of the continuous efforts made in the context of our industrial and agricultural operations (see 2.2.1.4), and a decrease in our activity over the previous period. This also impacted the intensity of our Scope 3, which remained stable compared to our base year. Reminder of the definition of the scopes considered for our The scenario validated by the SBTi in 2022 was the well-below B! Pact targets: 2°C scenario, at a time when this scenario was still valid for — Scope 1: direct emissions generated by Bonduelle; targets to contribute to carbon neutrality. The Bonduelle Group is currently working to update its target trajectory to be — Scope 2: indirect emissions related to the purchase of compatible with the 1.5°C scenario. electricity and steam; The recording of our ambition to reduce emissions by 2035 — Scope 3: indirect emissions related to the consumption of under the SBTi benchmark (see 2.2.1.6.2 “Bonduelle’s climate Bonduelle products, the end-of-life of products or those targets”) positions us compared to the 2019-2020 reference related to purchases of products and services, employee year. This reference year was updated to reflect the continued travel (employee travel represents a negligible share of work on the accuracy of our data (see Section 2.1.1.2.2). emissions), excluding consumer emissions (items 3.9 and 3.11) in accordance with the SBTi methodology. 46 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.1.6 Energy consumption and mix This approach, applied to electricity, gas and steam consumption, has made it possible to achieve the following results: Year N-1 year N Fuel consumption from coal and coal-based products (in MWh) 0 0 Fuel consumption from crude oil and petroleum products (in MWh) 10,015 9,223 Fuel consumption from natural gas (in MWh) 331,480 318,620 Fuel consumption from other fossil sources (in MWh) 0 0 Consumption of electricity, heat, steam and cooling purchased or acquired from fossil sources (in MWh) 74,970 56,485 2 Total fossil energy consumption (in MWh) 416,465 384,328 Share of fossil fuels in total energy consumption (in %) 60.2% 57.3% Consumption from nuclear sources (in MWh) 116,940 112,315 Share of consumption from nuclear sources in total energy consumption (in %) 16.9% 16.7% Consumption of fuel from renewable sources, including biomass (also including industrial and municipal waste of biological origin, biogas, renewable hydrogen, etc.) (in MWh) 11,209 25,377 Consumption of electricity, heat, steam and cooling purchased or acquired from renewable sources (in MWh) 146,153 147,488 Consumption of self-generated non-fuel renewable energy (in MWh) 1,223 1,241 Total renewable energy consumption (in MWh) 158,585 174,106 Share of renewable sources in total energy consumption (in %) 22.9% 26.0% Total energy consumption (in MWh) 691,976 670,729 The composition of the energy mix was calculated from data available at https://ember-climate.org/ Energy consumption per tonne of manufactured products (TMP) (electricity and natural gas equivalent – group) 2021-2022 scope Change in ratios restated without 2022-2023 2023-2024 2023-2024 versus BALL* scope scope 2022-2023 Total energy Ratio kWh/TMP 869 915 894 (2.3)% Electricity Ratio kWh/TMP 330 346 328 (5.2)% Other energies (of which gas) Ratio kWh/TMP 539 568 566 (0.4)% * For the purposes of comparability with 2021-2022 and 2022-2023 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. Energy intensity based on net income Energy intensity by net income N-1 N % N/N-1 Total energy consumption by net income (in MWh/million euros) 288 283 (1.74)% UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 47 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2.1.7 Gross Scopes 1, 2 & 3 GHG emissions and total GHG emissions Total GHG emissions Scopes 1, 2 and 3 Bonduelle has been assessing the carbon footprint of its Compared to the previous year 2022-2023, our emissions business and products since 2003. The group is subject to decreased by 1.2% in absolute terms and +0.7% in intensity French regulatory requirements to report significant items of per tonne of manufactured product. These changes take into direct and indirect greenhouse gas emissions generated by its account the methodological and structural changes in our activities(1). carbon counting mentioned in Section 2.1.1.2.2. The majority of the emission factors are based on the ADEME carbon database. Global emissions in 2023-2024 amounted to 1,295,675 teqCO2, i.e. 1,657 kg CO2 per tonne of manufactured product. Breakdown of Bonduelle’s greenhouse gas emissions Scope 1 and 3 Scope 3 Supply Chain Employee travel 10.7% 2.1% Others Scope 3 (Scope 3 - Services, Consumer insurance, IT) 0.4% 16.6% Scope 3 Cultivated food raw material 11.8% Scope 1 et 3 Purchased food raw material Scope 1, 2, 3 Industry 23.5% 16.2% Scope 3 Packaging 18.7% The breakdown of greenhouse gas emissions is as follows: — supply chain: inter-site transport and downstream transport — consumer: storage at retailers, usage by consumers and of finished products, mainly included in Scope 3 of the GHG end-of-life of products sold. Included in Scope 3 of the GHG Protocol. Transport provided by the BFA business unit is Protocol; included in Scope 1; — cultivated food raw material: vegetables grown by Bonduelle — purchased food raw material: purchases of vegetables or its farming partners necessary to manufacture the products and ingredients necessary for the manufacture of products (including transportation). Mostly included in Scope 3 of the (including transportation). Included in Scope 3 of the GHG GHG Protocol. The portion of agricultural production on farms Protocol; owned by the BFE and BEAM business units is included in — industry: energy purchasing, refilling of refrigerants and Scope 1. treatment of waste from product manufacturing sites. Included in Scopes 1, 2 and 3 of the GHG Protocol; — packaging: purchase of packaging and transportation to the production facility where the final product is manufactured. Included in Scope 3 of the GHG Protocol; (1) Article 173-IV of the Energy Transition Law for Green Growth of August 17, 2015, defined by the decree of August 21, 2016 and amending Article L. 225- 102-1 of the French Commercial Code. 48 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment GHG emissions table Historical data N-1 N % N/N-1 GHG Scope 1 emissions Gross Scope 1 GHG emissions (teqCO2) Previous value: 111,391 108,881 (10.3)% New value: 120,649 Percentage of Scope 1 GHG emissions resulting from regulated emission 14.1% 14.5% trading schemes (in %) 2 Scope 2 GHG emissions Gross Scope 2 location-based GHG emissions (teqCO2) Previous value: 42,228 38,350 (4.5)% New value: 40,171 Gross Scope 2 market-based GHG emissions (teqCO2) 0 38,159 - Significant Scope 3 GHG emissions Total gross indirect GHG emissions (Scope 3) (teqCO2) Previous value: 1,036,886 1,138,444 (0.2)% New value: 1,140,358 1 Purchased goods and services Previous value: 507,681 568,400 (1.9)% New value: 579,142 2 Capital goods Previous value: 39,843 39,785 (0.1)% New value: 39,843 3 Fuel- and energy-related activities not included in Scope 1 or Scope 2 Previous value: 28,227 24,665 (6.6)% New value: 26,401 4 Upstream transportation and distribution Previous value: 166,085 184,285 9.6% New value: 168,217 5 Waste generated in operations Previous value: 15,821 30,556 88.5% New value: 16,209 6 Business travel Previous value: 740 1,586 114.3% New value: 740 7 Employee commuting Previous value: 26,615 25,165 (5.4)% New value: 26,615 8 Upstream leased assets 0 0 - 9 Downstream transportation and distribution Previous value: 70,435 72,254 (4.7)% New value: 75,779 10 Processing of sold products 0 0 - 11 Use of sold products Previous value: 155,382 166,354 (8.2)% New value: 181,284 12 End-of-life treatment of sold products Previous value: 26,057 25,888 (0.8)% New value: 26,108 13 Downstream leased assets 0 0 - 14 Franchises 0 0 - 15 Investments 0 0 - Total GHG emissions Total GHG emissions (location-based) (teqCO2) Previous value: 1,190,504 1,285,675 (1.1)% New value: 1,301,178 Total GHG emissions (market-based) (teqCO2) 1,301,178 1,285,484 - UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 49 2 COrpOratE sOCiaL rEspONsiBiLity Environment Greenhouse gas emissions classification • emissions from wastewater treatment plants are split Bonduelle has refined the classification of its emissions between Scopes 1 and 3.5; according to the different “Scopes” defined by the GHG Protocol: — Agriculture and raw materials: — Transport: • emissions from crop waste are between Scopes 1 and 3, • for transport-related emissions, the calculation is based on • mushroom production is split between Scopes 1, 3.1, 3.4 and estimates of distances traveled and tonnages transported, 3.5; according to a certified methodology (EN 16258 and GLEC). — Packaging and waste: For upstream agricultural activities, only trips from the fields to the plants for our own harvests are counted, • packaging now includes outsourcing for certain units, • split between Scopes 1, 3.4 and 3.9, • plant-based waste is split between Scopes 3.4 and 3.5; • in-store transport and storage move from Scope 3.10 to 3.9, — Other items: • the distribution of finished products is split between • industrial warehouses are split between Scopes 1, 2, 3.1 and Scopes 3.4 and 3.9; 3.3, — Energy and production: • inert gases are included in Scopes 3.1 and 3.11, • steam emissions are split between Scope 3.3 and Scopes • insurance and IT investments are included in Scope 3.1, 1 & 2, • fixed assets are calculated on the basis of investment • photovoltaic energy is included in Scope 3, amounts (updated in 2022-2023). • the San Paolo and Battipaglia (Italy) sites are now in Scopes 1 and 2, GHG intensity based on net income Energy intensity by net income N-1 N % N/N-1 Total GHG emissions (location-based) per net income (in teqCO2/million euros) 541 542 0.24% Total GHG emissions (market-based) per net income (in teqCO2/million euros) 541 542 0.23% Source: net income: “Sales” from the Consolidated income statement (Section 5.1). 2.2.1.8 Emission quotas 2.2.1.9 Internal carbon price Directive 2003/87/EC establishing a scheme for greenhouse gas Bonduelle has set an internal carbon price (50 euros/tonne) in emission allowance trading within the European Community order to include the cost of carbon in the internal reading of applies to the Bonduelle Group for its European sites equipped its financial performance and in the management of its Scopes with a boiler with a capacity of more than 20 MW. The Emission 1 and 2 investments (see 2.2.1.6 “Targets and indicators relating Trading Scheme (ETS) for the period 2021-2030 involves two to climate change reduction and adaptation”). The calculation Bonduelle sites: Estrées-Mons and Renescure (France), excluding of the return on investment, called “green ROI”, includes the Vaulx-Vraucourt site (France) in 2015 following technical greenhouse gas emissions and makes it possible to increase the modifications. profitability taken into account in the final investment decision. The allocation of free allowances for 2023 was 3,237 teqCO2. Certified and transferred emissions totaled 15,751 teqCO2e. The use of biomass steam in 2015 at the Estrées-Mons site (France) made it possible to halve the group’s greenhouse gas emissions that are subject to the Emission Trading Scheme (ETS). A new biomass boiler on the Renescure site was built and commissioned in 2023-2024 to be fully operational in 2024- 2025. Through energy savings made at its sites since 2008, Bonduelle has surplus allowances available in its account; as such it did not have to make purchases on the carbon allowance market in 2023. 50 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.1.10 Expected financial impacts of significant physical and transition risks and potential opportunities related to climate change Inclusion of Scopes 1 & 2 Industry carbon emission reduction targets in access to finance The syndicated revolving credit (RCF) incorporates corporate In 2023-2024, the Bonduelle Group emitted 104,986 teqCO2 social responsibility (CSR) indicators in line with the group’s in Scopes 1 & 2 Industry. The SBTi target of reducing the mission and purpose, in terms of the B Corp label, reducing its carbon footprint on Scopes 1 & 2 Industry for 2023-2024 was carbon footprint and contributing, with its farming partners, to therefore -12% compared to the current 2019-2020 baseline regenerative agriculture. (116,930 teqCO2). The performance achieved this year is -10.2%. On the criterion of reducing its carbon footprint in Scopes 1 & 2 2 Industry, Bonduelle undertakes to verify the performance achieved, compared to the SBTi reduction target. 2.2.2 WATER AND POLLUTION: preserving water resources and soil quality 2.2.2.1 Sustainable water management Each business unit sets its target for reducing water consumption in relation to the group’s target (-30% by 2035), defines and then At Bonduelle plants, water is used as an ingredient in the rolls out its roadmap. An ambition that the group is committed finished product (liquids and sauces) and in the manufacturing to respecting despite a context of pressure on water resources. process as a way of transporting and transferring heat or cold. The plants are thus continuing to implement targeted action Water is also used to clean vegetables and production lines. plans: The relative proportion of these uses depends on the industrial activity in question, and differs at each site. On average, — monitoring of performance indicators and water losses; Bonduelle uses 12.5 liters of water to make one kilo of finished — installation of equipment to control and manage product (excluding upstream agricultural activities). Upstream consumption, including more precise monitoring systems of its manufacturing activity, water used for crop irrigation is a and technological improvements; key factor in performance and the control of vegetable quality. — team management and raising awareness of water For more efficient management, Bonduelle integrated water consumption; management into its new environmental management system (EMS). Bonduelle’s plants self-assess their industrial processes, — specific actions according to the consumption profile such set their targets and establish their action plans within the as process water recirculation loops for cooling canned food. new tool. Using situation analysis grids, internal benchmarks Several plants are testing solutions, such as water reuse for and external references, each site has a specific inventory and some processes, which will be rolled out on a larger scale if comparison data to set its own targets. they prove successful. Water consumption in relation to production 2021-2022 scope Change in ratios restated without 22022-2023 2023-2024 2023-2024 vs. BALL* scope scope 2022-2023 Water Ratio of m3/TMP 13.0 13.0 12.51 (7.69)% * For the purposes of comparability with 2021-2022 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 51 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2.2.2 Water treatment and management of treatment plants The plants’ environmental departments monitor and control the quality of effluent before it is discharged into the natural environment. In 2023-2024, the treatment of effluent discharges produced by industrial activity was distributed as follows: — 94.05% released into the natural environment after treatment in a wastewater treatment plant (internal or external); — 2.44% discharged for spreading after pre-treatment; — 3.52% discharged for direct spreading on fodder crops. 2.2.2.3 Pollution Bonduelle promotes responsible and sustainable management of the industrial environment and production processes. In 2023-2024, an environmental policy was drafted. In particular, it commits Bonduelle and its stakeholders to preventing all pollution by setting environmental improvement targets, encouraging continuous improvement initiatives, and measuring and communicating results. Moreover, it requires compliance with legal requirements relating to its industrial activities and, more generally, ensuring that they are fully accepted and integrated into their regions. Each business unit then adapts these commitments to its local specificities and undertakes to comply with the regulations in force in the countries where it operates. Pollution prevention monitoring indicators 2021-2022 restated without Pollution discharge 2020-2021 2021-2022 BALL* 2022-2023 2023-2024 Treatment channels, breakdown in m3 Percentage (by m3) discharged to treatment plant 89.1% 88.8% 94.5% 93.8% Percentage (by m3) discharged for spreading after pretreatment 7.2% 5.5% 2.8% 2.6% Percentage (by m3) discharged directly for spreading on crops 3.7% 5.7% 2.7% 3.6% Biosolids Previous value: 1,730 New Tonnes of dry biological sludge 2,740 2,180 2,124 value: 1,126 Nm3 of biogas 774,517 1,108,633 905,777 711,570 Expenditure, in euros, for minimizing the impact of activities on the environment Water and treatment station sludge 1,585,724 1,860,831 1,699,065 1,100,134 Industrial and vegetable waste 238,182 75,567 41,679 7,850 Air and energy 7,236,316 3,016,607 3,016,607 2,231,798 Noise control N/A 13,452 13,452 14,706 Others N/A N/A N/A 382,906 * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. 52 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.3 BIODIVERSITY AND ECOSYSTEMS: encouraging practices that respect biodiversity and ecosystems 2.2.3.1 Transition plan and consideration of biodiversity and ecosystems in the strategy and business model Bonduelle has identified biodiversity as a material issue for its Many factors explain this decrease. The agricultural population activities. As part of the update of its double materiality analysis, is particularly aging. In addition, the long working hours, the the group will detail the impacts, dependencies, risks and strenuous nature and the high debt of the farms are aggravating 2 opportunities related to biodiversity and ecosystems resulting factors. Bonduelle, aware of this major issue, intends through a from its activities. From this analysis, a transition plan will also partnership policy, to encourage the sustainability of the farms be defined. with which the Company works. 2.2.3.1.1 Reminder of the major challenges facing Aware of the dependencies and impacts of these activities, the agricultural sector Bonduelle is committed to contributing to a more resilient agricultural model, which notably encourages practices that Water scarcity respect biodiversity and the climate. Water resources are decreasing in certain areas due to climate change, urbanization or industrialization. The transition to a more sustainable agricultural model is based on a water supply 2.2.3.2 Policies and actions related that is renewable, sufficient and available during key production to biodiversity and ecosystems periods. Aware of this challenge, Bonduelle supports growers by offering solutions that improve water management efficiency. 2.2.3.2.1 Bonduelle’s Agro roadmap soil depletion As a player in the agri-food industry, Bonduelle has a special role to play in proposing a more sustainable agricultural model that Healthy and fertile soil is essential for food production. The respects ecosystems and people. main drivers of soil fertility are the levels of organic matter, crop rotation and the quality of tillage. The Bonduelle Group This roadmap is guided by the following levers: encourages growers to commit to implementing regenerative 1/ develop operational excellence; agriculture, one of whose primary objectives is to preserve and improve soil health. 2/ select growers Implementing the best agricultural practices in the best areas; Biodiversity loss 3/ choose the best varieties of vegetables; Biodiversity (of ecosystems, species, genetics) is decreasing sharply under the influence of industrialization. The group 4/ have an adapted agronomic organization. promotes the protection of natural areas, the protection of crop 1/ Develop operational excellence protection agents and pollinators, and the maintenance of plant diversity (through the large number of different cultivated New techniques to support growers species). In each area, agronomic field trials make it possible to test new Climate change techniques on an ongoing basis, and thus contribute to their judicious integration into the growers’ cropping plans. Collectively achieving carbon neutrality is necessary to limit climate change. The European Union and France have External partnerships with research institutes and start-ups committed to achieving this neutrality by 2050. Bonduelle There are many partnerships in the field of AgTech. The group supports this objective and is committed to reducing its focuses its efforts on differentiating innovations such as: emissions at all its operating facilities, as well as in the agricultural sector, in particular by encouraging mineral nitrogen inputs to — robotization (weeding and harvesting); be limited carefully, and by promoting agricultural techniques — weather forecasts and their impact on harvest management; that promote carbon sequestration (see 2.2.1.5 “Climate change actions and resources”). — irrigation management. The resilience of the agricultural world In a few decades, the number of farms fell by more than 37% in the European Union, from 14.4 million in 2005 to 9.1 million in 2020. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 53 2 COrpOratE sOCiaL rEspONsiBiLity Environment Bonduelle farms, pilot farms 2/ Select growers implementing the best agricultural Bonduelle is also experimenting with alternative cultivation practices in the best areas techniques on its pilot farms. In Spain, the pilot farm in the Anxious to build long-term partnership relationships, to support Murcia region is setting up innovative farming plans to produce growers towards virtuous agricultural practices and to produce products with no pesticide residues. Since 2010, the Woestyne quality vegetables that are accessible to all, Bonduelle promotes farm (Renescure, France) has been hosting the VEGESOL purchases from farming partners. This model concerns 89.7% experimental platform. This is the result of a partnership between of total areas, on which more than 80 different vegetables are Bonduelle, Syngenta and the University of Picardie Jules-Verne grown. This allows Bonduelle to focus on its core business of (Amiens, France). Its objective is to compare different technical raw material preparation whilst at the same time developing routes with long rotations and to measure effects on plants and its agronomic know-how. This partnership model has many the soil. The first phase of the study showed the value of plant advantages for farming partners: cover associated with a reduction in tillage for the preservation — access to the expertise of 115 Field technicians whose role of organic matter, a key element in soil fertility. includes technical monitoring of plots throughout the cultivation cycle; Evolution of soil organic matter, resulting from and support for soil biodiversity, — opportunities for crop diversification, an agronomic lever to preserve soil fertility and fight against pests; thanks to crop cover and reduced tillage (data from the VEGESOL study) — securing revenues through contractual quantities and prices; — reliable and fair compensation for growers; 0.6 — possible recourse to service providers who provide transport, sowing, harvesting or other cultivation operations, avoiding 0.4 costly equipment investments for growers; — access to innovations (varieties, cultivation techniques, tools, etc.) tested by the Bonduelle Group; 0.2 — a commitment by Bonduelle to be part of a long-term partnership relationship. 0.0 To supplement its supplies, Bonduelle also purchases from other suppliers. Within this framework, it applies purchasing -0.2 specifications in which the standards are as demanding as those applied to farming partners. This sourcing concerns 10.3% of the areas cultivated for Bonduelle. They involve specific crops -0.4 or compensate for lower yields in certain years. Tillage without cover Labour with cover No tillage with cover Lastly, more than 5% of the surface areas are operated directly by Bonduelle. The second phase of the VEGESOL study focuses on 3/ Choose the best varieties of vegetables agroecological drivers of increases in pea crop resilience with Bonduelle’s agronomic services teams choose the varieties to be regard to soil-borne diseases and abiotic stresses such as periods used according to various criteria: of extreme heat and drought. — resistance to climatic hazards, a key factor in crop resilience; Bonduelle is continuing this trial, so that this farm will gradually become a place for exchanging ideas, knowledge transfer and — disease resistance, to reduce the use of phytosanitary products training on regenerative agriculture. and production; — the productivity of these varieties, in order to remain The transformation of the agricultural world through competitive and affordable. digital technologies The group is continuously testing new vegetable varieties Emergence of digital technologies opens up new perspectives that are benchmarks in the sector. These tests make it in the agricultural world. As part of its digital transition, the possible to measure adaptation to the various regions. These Bonduelle Group is developing an internal tool to manage the experiments also enable Bonduelle to forge close links with main stages of the agronomic process such as selection of plots, the seed companies, and thus contribute to the guidelines the development of the sowing plan, the monitoring of crops or and development of varieties that are more pest- and disease- the monitoring of harvests. The introduction of the first modules resistant. of this tool has begun in the group’s various production zones and should contribute to operational excellence. 54 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com Evolution of soil organic matter on the first 50 centimeters and over 5 years (in %) CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 4/ Have an adapted agronomic organization — training actions carried out with entomologists to better Each group business unit integrates one or more local recognize and protect the beneficial species and pollinators; agronomic departments into its organization, which manage — raising awareness of best practices (flower strips, less mowing, agricultural production by area. adapted phytosanitary products, variety of varieties used, etc.); These agronomic services are also responsible for implementing — the implementation of a measurement indicator on the the agricultural policy according to the framework defined by protection of pollinators and beneficial species (see our the Agro roadmap. commitment on cultivated surface areas with a plan to protect The group’s Agronomy Department is organized into divisions pollinators by 2030). It involves in particular monitoring the to better carry out its mission of rolling out and coordinating the presence or absence of hazardous pesticides. Discussions are agronomic strategy in the business units. The different divisions underway to expand this measurement indicator; 2 are: — the inventory of natural areas on farms, as they offer a safe — Crop Quality and Protection: coordination of the network haven for biodiversity. The number of cultivated species around crop quality and protection, with a stronger focus on (genetic biodiversity) is also monitored; reducing the use of phytosanitary products; — the implementation of a Life Cycle Analysis indicator to — Performance: coordination of the network around genetic measure impacts related to biodiversity; expertise, improved mechanization and modernization of the — protection of areas used for growing. The group supports tools; its farming partners in reducing the impact of the use of — Environment and Ethics: coordination of the network around phytosanitary products, in particular. To assess the impacts the themes of the Planet pillar and Partnerships; of phytosanitary products on the environment, growers and consumers, Bonduelle relies on the Environmental Impact — Training and Communication: coordination of the network Quotient – Field Use Rate (EIQ-FUR). The average EIQ-FUR around training projects as part of the Bonduelle Farm per producer is monitored as part of the monitoring of Academy and communication projects on agricultural topics. regenerative agriculture. In 2023-2024, Bonduelle launched internal training modules The group’s new environmental management system (EMS) within the Bonduelle Farm Academy, offering everyone (Agro includes a biodiversity component via practices and the employees and farming partners) a program on regenerative implementation of projects to assess the risks or opportunities agriculture. In 2023-2024, 32 agronomy technicians started the for preserving biodiversity in or around its industrial facilities. training. 2.2.3.2.2 Other actions in agriculture In agronomy, where our biodiversity protection issues are greatest, Bonduelle has initiated a number of actions, such as: — monitoring the number of species cultivated per grower per year, essential to guarantee a rich biodiversity and avoid the pitfalls of monoculture (soil impoverishment, increased sensitivity to diseases and pests, etc.); 2.2.3.3 Targets and indicators related to biodiversity and ecosystems 2.2.3.3.1 B! Pact targets and Agro roadmap As part of the B! Pact and its commitment to “Scale up regenerative agriculture”, Bonduelle has set itself the following biodiversity targets: Fy22 restated without Commitments B! Pact targets Fy22 BALL* Fy23 Fy24 80% of growers engaged in regenerative agriculture - - Previous value: 46.1% #4 Scale up by 2030 New value: 46.5% 58.4% regenerative agriculture 100% of cultivated area using pollinator protection plan 5% 7.7% 44.1% 69.5% by 2030 * For the purposes of comparability with 2021-2022 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 55 2 COrpOratE sOCiaL rEspONsiBiLity Environment The increase in cultivated areas with a pollinator protection plan for irrigation in certain areas and promoting the modulation of is the result of two key factors: firstly, improved reporting thanks nitrogen. to a better understanding of the indicators following the training In addition, as part of its Agro roadmap, Bonduelle has set itself of teams, and secondly, the implementation of concrete actions the following targets: on the ground aimed at reducing the use of molecules toxic for pollinators in certain production areas. — 30% reduction in GHG emissions in Agriculture by 2035 (in intensity); Concerning the increase in the percentage of growers engaged in regenerative agriculture, it is mainly due to two factors: firstly, — 90% of growers renewing their contract with Bonduelle each more precise reporting due to access to data that were previously year; unavailable, and secondly, the promotion of concrete actions on — 100% of Agro employees trained in regenerative agriculture the ground, such as facilitating access to decision-making tools by 2030. 2.2.3.3.2 Other indicators As Biodiversity is a cross-cutting issue for all environmental issues, Bonduelle also monitors the following indicators: 2021-2022 restated without Commitments Indicators monitored 2021-2022 BALL* 2022-2023 2023-2024 Bonduelle cultivated irrigable area (in ha) 63,151 53,724 52,056 52,315 % of Bonduelle cultivated irrigable area on which irrigation is managed through decision support tool 44% 51.3% 53.7% 65.5% % cultivated area using a defense plan Water, Soil, Biodiversity, for pollinator protection 5% 7.7% 44.1% 69.5% Certification % of producers and suppliers with environmental certification aligned with the requirements of the Bonduelle Agro roadmap N/A N/A 23.9% 51.6% % of total land cultivated for Bonduelle certified organic 4% 2.7% 3.4% 2.7% % of Bonduelle cultivated area Climate change not harvested 8% 6.6% 5.8% 8.6% mitigation % of Bonduelle cultivated area on which nitrogen fertilization is reasonable 58% 88.8% 64.6% 78.2% % of Bonduelle cultivated area on Pesticides which at least one alternative method to synthetic pesticides is used 56% 65.3% 44.3% 74.7%** Number of Agro employees 301 260 250 225 Partnerships Number of Field technicians N/A N/A 122 115 % of Agro employees who have reached Training the “awareness-raising in regenerative agriculture” level N/A N/A 1.3% 3.6% * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. ** In 2023-2024, the in-depth collection of data on alternative methods to synthetic pesticides significantly improved the indicator result. 56 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment Details of carbon indicators — Scope of areas included: the indicators expressed in “cultivated — Source and level of granularity of the data: the source and level area” and “irrigable area” are calculated for the entire area of granularity of the data reported on alternative cultivation cultivated by Bonduelle’s growers, excluding the equivalent techniques depends on each area. This can be explained area of the supplier. by the different agronomic data management systems • share of cultivated areas: 89.7% of total cultivated area used. Some information may therefore be based on grower including supplier equivalents; declarations. Consistency checks by agronomy technicians are carried out on the data collected in this way. • proportion of irrigable areas: 84.5% of the area cultivated by growers is irrigable. — Criterion for calculating alternative cultivation techniques: in the case of areas that report at farm level, an alternative — Clarification of the indicator “% of areas cultivated using alternative solutions to synthetic pesticides”: Bonduelle uses 2 cultivation technique is considered when it is used on more than 75% of the surface area. the following alternatives: use of biostimulants or biocontrol products, false seedlings, anti-insect netting, solarization, — Scope of activities: the indicators for cultivation techniques mechanical weeding or mulching. The group takes into reported are not relevant for the Mushroom business in account the surface areas on which these alternatives are Poland and France, which does not use soil. This activity is planned: therefore excluded from the reporting scope for cultivation techniques. These areas represent less than 0.6% of the areas • exclusively; or cultivated by growers. • in addition to synthetic pesticides – which contributes to reducing the use of the latter. 2.2.4 CIRCULAR ECONOMY: committing to a circular economy 2.2.4.1 Policies for use of resources In addition, the group’s new environmental management and the circular economy system (EMS) includes a section on the circular economy. via the implementation of projects to reduce the production of waste In order to reduce the environmental impact of its products, or increase its recovery. Bonduelle has mainly focused on the packaging component, with the aim of moving to a more circular model that consumes fewer virgin resources. To this end, the group has defined a 2.2.4.2 Actions and resources relating packaging policy, the Pack Manifesto, which is based on four to the use of resources areas: and the circular economy — design recyclable and/or reusable products and packaging; Bonduelle saves resources throughout the life cycle of its — choose recycled and environmentally friendly materials; products, from the responsible design of products and — reduce the weight of products and packaging; packaging, and fuels the circular economy of its vegetable waste. — increase collection, sorting and recycling. 2.2.4.2.1 Analyzing the life cycles and carbon Defined at group level, this policy is also inspired by the Ellen footprint of packaging and products MacArthur Foundation’s Global Sustainability Commitment and Packaging life cycle assessment the commitments of the European Plastic Pact (EPP). For the quality and use of its products, Bonduelle uses different The targets associated with this policy over the 2025-2035 types of packaging: period are presented below (2.2.4.3 “Targets and indicators”). — metal cans made of steel and aluminum; This policy is managed by the Prospective and Development — paper and cardboard for certain frozen food packaging and Department. Bonduelle’s local teams, in charge of implementing for bulk and transport packaging; this policy, benefit from a series of eco-design guidelines to provide concrete guidance on how to achieve the targets that — glass jars; Bonduelle has set for itself. Progress is presented to the GELT — plastic films for frozen and fresh vegetable bags; each year. — rigid plastic trays for deli vegetables. Furthermore, to raise awareness throughout the value chain These materials are chosen according to processes, conservation about eco-design, the group Pack Manifesto is systematically needs, market codes and expected functionalities in relation to distributed to Bonduelle’s suppliers. the product and use. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 57 2 COrpOratE sOCiaL rEspONsiBiLity Environment In order to assess the precise environmental impacts of its 2.2.4.2.2 Designing recyclable and/or reusable products and packaging, Bonduelle is committed to making packaging and products life cycle assessments more accessible and more operational. Bonduelle has set the goal of designing all single-use plastic The aim is to be able to integrate environmental criteria when packaging and products to be recyclable and/or reusable by making decisions on the choice of packaging and product 2025. The vast majority (97.9%) of the packaging materials used design. by Bonduelle today are designed to be recyclable(1) or reusable(2). To make progress on these topics, in an approach of sharing Significant technical and operational difficulties nevertheless knowledge and experimentation, Bonduelle is conducting a exist in making the remaining non-recyclable and non-reusable four-year life cycle assessment (LCA) program in partnership materials, which make up only a small proportion of packaging, with the ELSA-PACT Chair, an Industrial Chair for Life Cycle recyclable or reusable. Sustainability Assessment. Moreover, Bonduelle continues its progress and is gradually Any new packaging for Bonduelle-branded products placed on abandoning non-recyclable multi-layer flexible films in favor of the market is subject to an LCA. single-material packaging. For example, in France and Eastern Europe, 248 tonnes of frozen film was replaced by polyethylene Carbon footprint of packaging film, a recyclable single material. In parallel with this saving of Bonduelle has introduced two tools to control the carbon materials, the decorations (printing) have been revised to use footprint of its packaging: eco-inking: a change in technology that makes it possible to — the first is used to manage the main indicators of the Pack save 50% of inks compared to traditional inking methods. Manifesto and carry out a carbon assessment of all its packaging. On the basis of the data resulting from this tool, 2.2.4.2.3 Eliminating virgin fossil plastic packaging each Pack Manager can then develop a roadmap aligned Bonduelle has set itself the target of eliminating its own-label with the specificities of the scope and in line with Bonduelle’s virgin fossil plastic packaging by 2030. To achieve this, the group targets; is studying four major technical possibilities: — the second tool makes it possible to compare environmental 1. replacing plastic with paper or cardboard materials; footprints between several materials via the life cycle analysis method, thus facilitating the development of less 2. increasing the share of recycled plastic; carbon-intensive alternatives in the context of research and 3. developing bio-based plastic, already used in certain frozen development work. products in Europe; As part of its continuous improvement approach, the group 4. eliminating any material that may be removed (e.g. cover, regularly reassesses emission factors in light of regulatory batch, etc.). requirements and international practices. In 2023-2024, the group continued to integrate recycled Product life cycle assessment materials into its salad bags, notably in Italy, where almost all After packaging, the group wants to develop a dedicated LCA ranges contain 30% recycled plastic, according to the mass tool for its products. Bonduelle has carried out a few pilot LCAs balance method. Certified by the International Sustainability for this purpose. & Carbon Certification (ISCC), this method guarantees the traceability of materials from the circular economy throughout The group is also participating, within the Association of Food the packaging value chain. Products Companies (PACT’ALIM, formerly ADEPALE), in the French regulatory project on the environmental labeling of Bonduelle is constantly studying the opportunity to replace its food products, thus contributing to the analysis of issues and virgin fossil-origin materials with recycled plastics or materials proposals to be applied to labeling. of renewable origin, such as cardboard or plant-based plastics. The group also stepped up its work on its secondary and tertiary Furthermore, Bonduelle shares its knowledge of product LCA packaging. In Europe, the plastic used to combine batches of with the food industry with the aim of developing environmental 1/4 Bonduelle boxes is gradually being replaced with recycled labeling for food products, based on a robust method and and recyclable cardboard. This represents 170 tonnes of plastic accessible results. saved per year. (1) A packaging or a packaging component is recyclable if post-consumer collection, sorting and recycling is proven to work in practice and at scale. A package can be considered recyclable if its main packaging components, together representing more than 95% of the entire packaging weight, are recyclable according to the above definition, and if the remaining components do not hinder the recyclability of the main components. Source: http://www.wrap.org.uk/sites/files/wrap/Polymer-Choice-and-Recyclability-Guidance.pdf. The packaging designed by Bonduelle to be recyclable is recyclable from an operational standpoint, but its actual recycling depends on the existing channels in each country. (2) A package is reusable if it has been designed to perform – or proves its ability to perform – a minimum number of rotations in a system for reuse (e.g. returnable glass bottles). 58 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment This year, BELL Europe also stepped up its work on its secondary In France, Bonduelle is also committed to working with other packaging: 145 tonnes of fossil plastic were avoided thanks to the manufacturers and players in the recycling industry to advance use of a stretchable and shrinkable logistics film, incorporating the industry and technologies. Bonduelle is member of the recycled material. CITEO consortium dedicated to establishing a recycling channel for flexible PP (polypropylene) or PO (polyolefin) films. It aims 2.2.4.2.4 Reducing the weight of packaging to assess the recovery methods for this packaging and will Bonduelle carries out an annual assessment of all packaging. participate in industrial trials for recycling. The group draws up a plan with each supplier to reduce the Industrial waste thickness of its packaging. In support of technological advances, In 2023-2024, the BFA business unit implemented its Zero optimization can take two to three years, given the performance Waste program to increase the share of recovery, the quality of requirements and constraints related to industrial procedures 2 sorting, and cooperation with its recovery partners. For example, and tools. the Irwindale site (United States) currently recovers 59.3% of For metal (steel and aluminum), Bonduelle’s main packaging its non-hazardous industrial waste (compared to 63% in 2022- material, the group has succeeded in reducing the weight 2023), and aims to achieve 90% recovery in 2025. of cans, via a test program with can suppliers. This reduction In France, several sites have identified new ways of recovering represents 350 tonnes of metal saved, i.e. 525 teqCO2. their waste locally, in particular their plastic waste. For example, For plastic, paper and cardboard, the group’s second-largest certain elements of Bonduelle’s packaging are recycled as vine packaging material. Bonduelle has also optimized the weight stakes. of catering trays in France, as well as the thickness of salad bags and catering trays in Europe, saving 80 tonnes of materials. For Energy recovery Bonduelle Fresh Americas, reducing the thickness and weight Bonduelle contributes to the production of heat and electricity of the salad bowls saved 28.1 tonnes of materials. from the green waste of its activities, manure from farming partners, the combustion of non-reusable wooden pallets, etc. In Europe, Bonduelle continues to eliminate non-mandatory components from packaging, such as lids on catering trays, or Today, the group recovers 20% of its waste from methanation: cutlery. six sites recover 100% of their waste through methanation. Thanks to the actions of all its plants, the group’s overall 2.2.4.2.5 Increasing collection, sorting and performance in terms of energy recovery or recycling of industrial recycling waste reached 59.7% in 2023-2024. In addition to materials’ recyclability certificates, Bonduelle wants to ensure the actual recyclability of its packaging. 2.2.4.2.6 Raising consumer awareness about food waste The group ensures that recycling channels exist in countries prior to introducing products with a new packaging material. In Raising consumer awareness is another lever for tackling the Europe, existing channels enable 75% of cans, 74.3% of glass jars waste of resources. Product packaging includes information on and 82.5% of paper and cardboard to be recycled(1). the sorting and recycling systems of the country of sale. Bonduelle is also investigating recycling manufacturers. In As regards food waste, the group offers different kinds of 2021-2022, the group launched a major assessment of the packaging (shelf life, size) so that consumers can make choices recyclability of the packaging it produces in recycling facilities depending on their type of household and consumption. around the world. This assessment is now systematically carried Products also specify portion size. out for all new packaging, in particular for innovative packaging. (1) Source: Eurostat, Europe 2021 data. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 59 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2.4.3 Targets and indicators 2.2.4.3.1 B! Pact targets As part of the B! Pact and its commitment to “Scaling up the circular economy”, Bonduelle has set itself the following targets: Fy22 restated without Commitments B! Pact targets Fy22 BALL* Fy23 Fy24 100% of our packs are designed to #5 D evelop the circular be recyclable or reusable by 2025 97.7% 97.7% 97.8% 98.1% economy 0 virgin fossil plastics used in our packaging by 2030 (-100% vs. FY20 in tonnes) (45)% (37.7)% (37.1)% (44.5)% * For the purposes of comparability with 2021-2022 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. The “100% of our packs are designed to be recyclable” KPI is fairly stable and shows just a slight increase. This is due to Bonduelle’s steady efforts in terms of packaging recyclability and the continued implementation of projects initiated in previous years. The “0 virgin fossil plastics” KPI (-100% vs. FY20 in tonnes) improved in 2023-2024 compared to the previous year, reflecting the results of efforts to reduce the thickness of packaging (BFE, BELL Frozen) and the integration of recycled plastics in our packaging (BFA, BFE, BELL). In addition to these objectives, there is an ambition to reduce the use of virgin materials by 10% by 2025 (all materials combined, including plastic) (-21% in 2023-2024). 2.2.4.3.2 Incoming resources Plastic trays Labels and other 4.6% 2.1% Lids 0.3% Plastic film 4.3% Glass jars 6.5% Cardboard 23.7% Metal cans 58.3% 60 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2021-2022 restated Packaging 2021-2022 without BALL* 2022-2023 2023-2024 Number of tonnes 183,591 147,465 134,064 134,960.73 Breakdown by type of material Metal cans 54% 54% 55.3% 56.3% Cardboard 28% 25% 23.4% 25.4% Glass jars 7.0% 9% 9% 6.2% Plastic film 5% 4% 4.3% 4.9% 2 Lids 0.3% 0.4% 1% 0.3% Plastic trays 4% 5% 5% 4.7% Labels and other 1.8% 1.8% 2% 2.2% Recycled materials Proportion of recycled materials in packaging (World – All business units combined) 56.6% 60.1% 58.8% 59.8% Proportion of recycled materials in packaging (Europe – BFE and BELL) 61.4% 61.4% 61.1% 61.6% * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. The scope of calculation of the indicators can be found in Section 2.1.1.1.3 “Reporting scope/Packaging”. Details of indicators — Indicator of the type of packaging material: use of adhesive tape and the tracking of wooden pallets is not included in the packaging consumption indicator. — Packaging consumption indicator: calculated from the actual quantity consumed by industrial plants when possible, or from the quantity supplied when the data is not available. — Indicator on the quantity of recycled materials: calculated from the quantities purchased. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 61 2 COrpOratE sOCiaL rEspONsiBiLity Environment 2.2.4.3.3 Outgoing resources In 2023-2024, Bonduelle’s facilities generated 440,430 gross tonnes of vegetable waste. This corresponds to 587 kg of vegetable waste per tonne of manufactured product. During the fiscal year, 100% of Bonduelle’s vegetable waste was recovered for commercial use, animal feed, spreading, converted into methane or used as compost. 2021-2022 restated Production of non-hazardous industrial waste 2020-2021 2021-2022 without BALL* 2022-2023 2023-2024 Tonnes 71,836 61,164 38,233 35,514 34,387 kg per tonne of manufactured product 59.6 50.7 45.4 46.9 45.8 Treatment channels Industrial landfill center 34.0% 32.2% 41.8% 28% 31% Energy recovery 5.2% 4.0% 4.8% 4% 6.2% Recycling 60.8% 63.8% 53.4% 68% 63.0% Production of special waste (hazardous waste) Tonnes 273 263 245 839 398 kg per tonne of manufactured product 0.23 0.21 0.28 1.1 0.53 Production of plant-based compounds Tonnes 597,760 633,646 421,137 426,424 440,430 kg per tonne of manufactured product 496 525 500 564 587 Valuation Agricultural spreading 9.1% 7% 1% 0% 0.32% Animal feed 51.9% 54% 41% 51% 49.32% Energy recovery 9.3% 11% 17% 19% 20% Marketable product 17.7% 16% 25% 26% 26% Other (compost) 15.1% 11% 17% 4% 4% 2.2.5 Taxonomy 2.2.5.1 Presentation of the European Green Regulation (EU) No. 2020/852 of June 18, 2020 and its Taxonomy accompanying delegated acts(1), commonly referred to as the Green Taxonomy, allow a standardized classification according In 2019, the Green Deal was adopted, governing the European to scientific criteria of economic activities that contribute Commission’s new legislation from 2020, whose goal is to significantly to achieving environmental targets set in order to achieve a 55% reduction in greenhouse gas emissions by 2030 raise the climate ambition. (compared to 1990) and carbon neutrality by 2050. Six targets were thus defined: In this context, the European Union has taken important steps to build a sustainable finance ecosystem. The “green taxonomy” 1. climate change mitigation; is a central element, its main objective being to identify and 2. climate change adaptation; promote investments in sustainable activities. 3. sustainable use and protection of water and marine resources; 4. transition to a circular economy; 5. pollution prevention and reduction; 6. protection and restoration of biodiversity and ecosystems. (1) Delegated Regulation (EU) 2021/2178 (“Delegated Regulation – Article 8”); Delegated Regulation (EU) 2021/2139 (“Climate Delegated Regulation”) as well as Delegated Regulation 2023/2485 amending the previous one concerning the climate; Delegated Regulation (EU) 2023/2486 (“Environmental Delegated Regulation”) relating to the four targets other than climate targets. 62 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.5.2 reporting obligation Eligible CAPEX, reflected in the numerator, amounted to 17.4 million euros and mainly included investments relating With this in mind, the Green Taxonomy requires the publication to the acquisition of buildings (activity 7.7), the renovation of of the proportion of sales, capital expenditure (CAPEX) and existing buildings (activity 7.2), works related to energy efficiency operating expenses (OPEX) related to economic activities equipment (activity 7.3), particularly on our production machines considered sustainable compared to the environmental targets to avoid energy loss, freight transport by road (activity 6.6) and mentioned above. the car fleet (activity 6.5). An activity considered to be sustainable is defined by the Investments aligned within the meaning of the Taxonomy Taxonomy Regulation: Regulation amounted to 2.6% of eligible CAPEX over the period, — substantially contributing to the achievement of one of the six i.e. 0.5% of total CAPEX (see Table 2.2.5.4) and only concern the 2 environmental targets; car fleet. — without prejudice to the other five environmental targets; OpEX — complying with minimum social guarantees. The Taxonomy Regulation is based on a reduced definition of Today, companies subject to the NFRD (Non-financial reporting OPEX. These are mainly composed of costs relating to research Directive) have a taxonomy reporting obligation. It will be and development, building renovation measures, short-term phased in over four fiscal years starting from publications as of leases, maintenance and repairs, as well as any other direct January 1, 2022. As of June 30, 2024, the activities contributing expenditure related to the day-to-day maintenance of property, to the first two Targets related to climate change were analyzed plant and equipment so that they continue to function properly. from the perspective of eligibility and alignment with the two Due to the absence of eligible turnover, the operating expenses climate targets. For the other four targets, only eligibility was related to the activities contributing to turnover could not be analyzed. However, the agri-food sector is, to date, not covered by classified as eligible. As a result, the various actions implemented, the Taxonomy Regulation with regard to the six environmental notably to reduce the carbon footprint of the group’s products, targets. Thus, only the group’s secondary activities and have not been taken into account in the indicators relating to individually eligible investments are analyzed. operating expenses. The analysis of these operating expenses led to the conclusion 2.2.5.3 2023-2024 results that the indicator is not significant, since they represent an insignificant portion (less than 6%) of the Company’s total OPEX, Turnover and therefore to exemption from the analysis of eligibility and The Bonduelle Group’s turnover-generating activities mainly alignment of OPEXs. concern the manufacturing and marketing of food products, for total turnover of 2,372 million euros in 2024 (see Section 5.5, Compliance with technical review criteria Note 5.1). However, these activities are not currently considered Substantial contribution criteria as having a substantial contribution to the six environmental For all investments, the Bonduelle Group ensured that it targets defined by the Taxonomy. verified the substantial contribution criteria. Concerning the For this reason, Bonduelle’s turnover eligibility rate is 0%. In methodology applied for activity 6.5, Bonduelle analyzed the the absence of turnover, CAPEX and OPEX associated with vehicle fleet belonging to categories M1 (passenger vehicles) activities eligible for the Taxonomy, capital expenditure (CAPEX) and N1 (light commercial vehicles) whose specific CO2 emissions and operating expenditure (OPEX) related to the purchase of are less than 50 g of CO2/km (light utility vehicles with low or production of aligned economic activities or individual measures zero emissions). likely to contribute to the mitigation of global warming were DNSH (Do No Significant Harm) considered. The group carried out the work to verify compliance with the CapEX DNSH (Do No Significant Harm) criteria and notably verified compliance with the DNSH on climate change adaptation The proportion of eligible CAPEX amounted to approximately by carrying out a local analysis of climate-related risks and 17.8% of total CAPEX (vs. 8.5% at June 30, 2023). At June 30, vulnerability. As a result of this analysis, no high sensitivity on 2024, the total amount (denominator) of CAPEX was 97.7 million the targeted assets was identified, and no financial impact was euros (see Section 5.5, Notes 10.2, 10.3 and 10.4). deemed significant. The climate change adaptation criterion only applies to the group’s eligible activities. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 63 2 COrpOratE sOCiaL rEspONsiBiLity Environment Compliance with Minimum Guarantees A dedicated analysis was carried out on the Minimum conventions of the International Labour Organization (ILO), and Guarantees section at group level. These include compliance mainly cover human rights and business ethics (anti-corruption with the OECD Guidelines for Multinational Enterprises, the with the implementation of the law known as “Sapin II” [see UN Guiding Principles on Business and Human Rights, the 2.4.1.1.3] and the duty of care [see 2.4.2], responsible taxation, UN International Bill of Human Rights, and the fundamental competition law [see 2.4.1.1.4]). 2.2.5.4 Regulatory tables Turnover Substantial contribution criteria No significant harm criteria (DNSH) Proportion of turnover aligned with the Climate Climate Climate Climate Taxonomy (A.1.) Category Category Absolute proportion change change Circular change change Circular Minimum or eligible for the (enabling (transitional Code(s) turnover of turnover mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards Taxonomy (A.2.), year N-1 activity) activity) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) in thousands of euros % % % % % % % % % % % % % % % % % a. aCtiVitiEs ELiGiBLE FOr tHE taXONOMy A.1 Environmentally sustainable activities (aligned with the Taxonomy) Turnover from environmentally sustainable activities (aligned with the Taxonomy) (A.1) N/A 0 0% 0% 0% 0% 0% 0% 0% N/A N/A N/A N/A N/A N/A N/A 0% N/A N/A A.2 Activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) Turnover from activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) (A.2) N/A 0 0% 0% Total (A.1 + A.2) N/A 0 0% 0% B. aCtiVitiEs NOt ELiGiBLE FOr tHE taXONOMy Turnover from activities not eligible for the Taxonomy (B) N/A 2,372 100% TOTAL (A + B) N/A 2,372 100% OPEX Substantial contribution criteria No significant harm criteria (DNSH) proportion of OpEX aligned with the Climate Climate Climate Climate Taxonomy (A.1) or Category Category proportion change change Circular change change Circular Minimum eligible for (enabling (transitional Code(s) Absolute OPEX of OpEX mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards the Taxonomy (A.2), activity) activity) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) year N-1 (19) (20) in thousands of euros % % % % % % % % % % % % % % % % % a. aCtiVitiEs ELiGiBLE FOr tHE taXONOMy A.1 Environmentally sustainable activities (aligned with the Taxonomy) OPEX of environmentally sustainable activities (aligned with the Taxonomy) (A.1) N/A 0 0% 0% 0% 0% 0% 0% 0% N/A N/A N/A N/A N/A N/A N/A 0% N/A N/A A.2 Activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) OPEX of activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) (A.2) N/A 0 0% 0% Total (A.1 + A.2) N/A 0 0% 0% B. aCtiVitiEs NOt ELiGiBLE FOr tHE taXONOMy OPEX of activities not eligible for the Taxonomy (B) N/A 135 100% TOTAL (A + B) N/A 135 100% 64 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment 2.2.5.4 Regulatory tables Turnover 2 Substantial contribution criteria No significant harm criteria (DNSH) Proportion of turnover aligned with the Climate Climate Climate Climate Taxonomy (A.1.) Category Category Absolute proportion change change Circular change change Circular Minimum or eligible for the (enabling (transitional Code(s) turnover of turnover mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards Taxonomy (A.2.), year N-1 activity) activity) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) in thousands of euros % % % % % % % % % % % % % % % % % a. aCtiVitiEs ELiGiBLE FOr tHE taXONOMy A.1 Environmentally sustainable activities (aligned with the Taxonomy) Turnover from environmentally sustainable activities (aligned with the Taxonomy) (A.1) N/A 0 0% 0% 0% 0% 0% 0% 0% N/A N/A N/A N/A N/A N/A N/A 0% N/A N/A A.2 Activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) Turnover from activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) (A.2) N/A 0 0% 0% Total (A.1 + A.2) N/A 0 0% 0% B. aCtiVitiEs NOt ELiGiBLE FOr tHE taXONOMy Turnover from activities not eligible for the Taxonomy (B) N/A 2,372 100% TOTAL (A + B) N/A 2,372 100% OPEX Substantial contribution criteria No significant harm criteria (DNSH) proportion of OpEX aligned with the Climate Climate Climate Climate Taxonomy (A.1) or Category Category proportion change change Circular change change Circular Minimum eligible for (enabling (transitional Code(s) Absolute OPEX of OpEX mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards the Taxonomy (A.2), activity) activity) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) year N-1 (19) (20) in thousands of euros % % % % % % % % % % % % % % % % % a. aCtiVitiEs ELiGiBLE FOr tHE taXONOMy A.1 Environmentally sustainable activities (aligned with the Taxonomy) OPEX of environmentally sustainable activities (aligned with the Taxonomy) (A.1) N/A 0 0% 0% 0% 0% 0% 0% 0% N/A N/A N/A N/A N/A N/A N/A 0% N/A N/A A.2 Activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) OPEX of activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) (A.2) N/A 0 0% 0% Total (A.1 + A.2) N/A 0 0% 0% B. aCtiVitiEs NOt ELiGiBLE FOr tHE taXONOMy OPEX of activities not eligible for the Taxonomy (B) N/A 135 100% TOTAL (A + B) N/A 135 100% UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 65 2 COrpOratE sOCiaL rEspONsiBiLity Environment CAPEX Substantial contribution criteria No significant harm criteria (DNSH) proportion of CapEX aligned with the Taxonomy (A.1) or Climate Climate Climate Climate eligible (a.2) Category Category Absolute proportion change change Circular change change Circular Minimum for the taxonomy, (enabling (transitional Codes CapEX of CapEX mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards year N-1 activity) activity) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) in thousands of euros % % % % % % % % % % % % % % % % % a. aCtiVitiEs ELiGiBLE FOr tHE taXONOMy A.1 Environmentally sustainable activities (aligned with the Taxonomy) Transport by motorcycles, passenger cars and light commercial vehicles CCM 6.5 458 0% 100% 0% 0% 0% 0% 0% YES YES YES YES 0% N/A N/A CAPEX of environmentally sustainable activities (aligned with the Taxonomy) (A.1) N/A 458 0% 100% 0% 0% 0% 0% 0% YES YES YES YES 0% N/A N/A A.2 Activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) Transport by motorcycles, passenger cars and light commercial vehicles CCM 6.5 3,933 4% 2% Freight transport by road CCM 6.6 6,534 7% 0% Construction and real estate – Renovation of existing buildings CCM 7.2 1,892 2% 7% Construction and real estate – Installation, maintenance and repair of energy efficiency equipment CCM 7.3 1,174 1% 0% Acquisition and ownership of buildings CCM 7.7 3,390 3% 0% CAPEX of activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) (A.2) N/A 16,923 17% 0% Total (A.1 + A.2) N/A 17,381 18% 9% B. aCtiVitiEs NOt ELiGiBLE FOr tHE taXONOMy CAPEX of activities not eligible for the Taxonomy (B) N/A 80,348 82% TOTAL (A + B) N/A 97,729 100% 2.2.5.5 Methodological note 2.2.5.6 Other qualitative information: The analysis was carried out on the basis of Bonduelle’s CSR initiatives not reflected consolidated financial statements. All Bonduelle entities were in the Taxonomy included in the scope of analysis. Bonduelle is also involved in activities that are not eligible but Concerning the calculation of turnover eligibility, activities that contribute to the first target of the Taxonomy: climate change make a small contribution to turnover were not included in the mitigation. As such, the group is working to reduce its Scopes 1, 2 scope of analysis. Thus, turnover related to road freight services, and 3 carbon emissions through a reduction trajectory validated representing less than 3% of the total, was not considered as by the SBTi (see 2.2.1.1 “Climate change mitigation transition material for this reporting. plan”). All CAPEX have been reviewed for 2023-2024 as part of an For Scopes 1 & 2, Bonduelle is undertaking reduction actions appropriate methodology to avoid any double-counting. A at its plants through a strategy of energy efficiency and project team made up of employees from the Finance and CSR decarbonization of its energy consumption (see 2.2.1.4.3 “Energy Department conducted this analysis. A technical review was savings”). then carried out by Bonduelle’s operational teams. In Scope 3, Bonduelle also aims to reduce the carbon footprint The calculation of OPEX as defined by the Taxonomy was based of its emissions, for example by working on the supply of on an estimate by item. agricultural materials through its Agro roadmap (see 2.2.3.2.1 In general, an internal methodological note has been drawn up “The Agro roadmap”), and on the design of its packaging (see for the sake of transparency and sustainability of the approach. 2.2.4.2.2 “Designing recyclable and/or reusable products and This formalizes the calculation methodology and reporting for packaging”). each indicator, and is available on request from the Finance To successfully implement its transition plan, the Bonduelle and/or CSR Departments. Group manages its investments using various tools and equipment (see 2.2.1.1.3), not all of which are reflected in the Taxonomy criteria. 66 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Environment CAPEX Substantial contribution criteria No significant harm criteria (DNSH) proportion of CapEX aligned with the Taxonomy (A.1) or Climate Climate Climate Climate eligible (a.2) Category Category Absolute proportion change change Circular change change Circular Minimum for the taxonomy, (enabling (transitional Codes CapEX of CapEX mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards year N-1 activity) activity) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) in thousands of euros % % % % % % % % % % % % % % % % % a. aCtiVitiEs ELiGiBLE FOr tHE taXONOMy A.1 Environmentally sustainable activities (aligned with the Taxonomy) 2 Transport by motorcycles, passenger cars and light commercial vehicles CCM 6.5 458 0% 100% 0% 0% 0% 0% 0% YES YES YES YES 0% N/A N/A CAPEX of environmentally sustainable activities (aligned with the Taxonomy) (A.1) N/A 458 0% 100% 0% 0% 0% 0% 0% YES YES YES YES 0% N/A N/A A.2 Activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) Transport by motorcycles, passenger cars and light commercial vehicles CCM 6.5 3,933 4% 2% Freight transport by road CCM 6.6 6,534 7% 0% Construction and real estate – Renovation of existing buildings CCM 7.2 1,892 2% 7% Construction and real estate – Installation, maintenance and repair of energy efficiency equipment CCM 7.3 1,174 1% 0% Acquisition and ownership of buildings CCM 7.7 3,390 3% 0% CAPEX of activities eligible for the Taxonomy but not environmentally sustainable (not aligned with the Taxonomy) (A.2) N/A 16,923 17% 0% Total (A.1 + A.2) N/A 17,381 18% 9% B. aCtiVitiEs NOt ELiGiBLE FOr tHE taXONOMy CAPEX of activities not eligible for the Taxonomy (B) N/A 80,348 82% TOTAL (A + B) N/A 97,729 100% 2.2.5.7 Details of potentially eligible activities in the future As the Taxonomy and its scope are bound to evolve, some companies anticipate and identify the activities that will be eligible and thus likely to impact their alignment and eligibility indicators. In this context, Bonduelle has set up a working group to prepare the eligibility reporting and alignment with its main “food production” activity which should contribute to the targets of transition to a circular economy and the protection and restoration of biodiversity and ecosystems. To date, no deadline has been defined by the European Commission for the consultation and adoption of the Delegated Act concerning this “food production” activity. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 67 2 COrpOratE sOCiaL rEspONsiBiLity Social 2.3 Social 2.3.1 COMPANY WORKFORCE: promoting well-being, inclusion and societal commitment 2.3.1.1 Approach Bonduelle’s internal commitments ensure compliance with these conventions, over and above the following commitments 2.3.1.1.1 Interests and views of interested parties of non-signatory countries: Employees are at the heart of Bonduelle’s strategy and business — fundamental Convention No. 29 on forced labor: United model. To take into account everyone’s interests, Bonduelle States; pursues a policy of structured dialog based on regular exchanges — fundamental Convention No. 87 on freedom of association and strategic meetings. Internally, the group has a strong and and protection of the right to organize: Brazil, United States; cooperative relationship with its employees and social partners. The communication procedures are described in Section 2.1.3.2.1 — fundamental Convention No. 98 on the right to organize and “Identification of stakeholders and communication methods”. collective bargaining: United States; — fundamental Convention No. 100 on equal remuneration: 2.3.1.1.2 Significant impacts, risks and United States; opportunities and their interaction with the strategy and business model — fundamental Convention No. 111 on discrimination in employment and occupation: United States; Bonduelle assesses its impacts, risks and opportunities related to its workforce using two mappings: — fundamental Convention No. 138 on minimum age: United States; — the group’s risk mapping (see 4.2.2 “Details of the main risk factors to which the Bonduelle Group believes it is exposed as — Convention No. 135 on workers’ representatives: Belgium, of the date of this universal registration document”); United States. — the materiality matrix (see 2.1.3.2.2 “Materiality of risks and All countries in which Bonduelle employs people have ratified challenges”). the following conventions: — fundamental Convention No. 105 on the abolition of forced 2.3.1.2 Policies related to the Company’s labor; workforce — fundamental Convention No. 182 on the worst forms of child labor. 2.3.1.2.1 Human rights policies 2.3.1.2.2 Occupational health and safety policy The Bonduelle Group’s commitment to ethics takes the form of a determination to comply with laws and regulations, the The Bonduelle Group formalized its Health, Safety and definition of strong values, a commitment from Executive Security Policy in 2012 and revised it in 2015. It highlights three Management(1), as well as membership of leading international fundamental principles that guide the group’s approach: programs and the provision of guides and tools to assist — all accidents are preventable, the achievement of “zero decision-making. accidents” is therefore a choice; In accordance with the ethics charter, Bonduelle complies with — accountability, notably through training, is the basis of a safety international labor standards: approach; — European Charter of Fundamental Rights; — Bonduelle guarantees safe working conditions. Productivity — fundamental conventions of the International Labour must not come at the expense of safety. Organization (ILO) and Convention No. 135 concerning To achieve the goal of zero workplace accidents with lost workers’ representatives. Most of the countries where time by 2025, the Global Safety Leadership Council (GSLC) is Bonduelle operates as an employer are signatories to these responsible for setting the strategic direction and identifying agreements. Wherever we operate, our corporate ethics and best safety practices for the business units. Composed of a human approach guide our role as a responsible employer. security Manager or operations Manager in each business unit, (1) See https://www.bonduelle.com/en/group/our-strategy/ 68 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social its missions consist in particular of harmonizing the safety This commitment to communities is also a powerful lever for the culture, policies, guidelines and standards at group level. implementation of Bonduelle’s mission and strategy, for several A Health and Safety community is also open to all employees reasons: and is fed by the health and safety players at sites, the content — it creates a concrete commitment framework, in line with the being visible and accessible to everyone. A monthly reporting is group’s mission and its B Corp ambition; carried out at business unit and group levels: it enables Executive — it brings the Bonduelle leadership model to life; Management to monitor key indicators such as the frequency and severity rate over a rolling 12-month period, as well as the list — it strengthens the local roots of our plants and offices. of sites without accidents for 12 months or more. The group’s initiatives focus in particular on accelerating the food and agricultural transition, in order to protect ecosystems 2.3.1.2.3 Social protection policy 2 and the planet. With regard to the social protection of employees, a charter In 2021-2022, Bonduelle drafted its Civic Engagement Policy. It was drafted in 2021-2022, entitled “Benefits Guidelines – Social is structured around several targets set for 2025: Coverage”. It defines the scope of the social coverage offered by Bonduelle, its governance and the roadmap for its deployment: — 100% of sites committed to at least one civic engagement action; — the minimum thresholds expected at group level by type of risk (healthcare costs, death cover, welfare benefit — 25% of Bonduelle employees participate in civic engagement schemes, etc.); at least once a year (employees may undertake several initiatives per year); — governance in terms of responsibility between the group and business units; — 70% of missions related to the Food and Planet pillars. — the financing methods preferred by the group. This policy is managed at group level by the Manager of the People pillar in the CSR team and by local CSR/HR Managers. At the time of the overhaul of the B! Pact, the Bonduelle Group Progress is monitored annually against targets within the wanted to accelerate this subject. Thus, the objective is now People pillar. for all our permanent employees to benefit from social and medical protection. More specifically, the aim is to offer: 2.3.1.3 Dialog with employees and their representatives — life insurance for 100% of permanent employees, regardless of their status, so that their dependents benefit from at least one year’s salary in the event of death: since January 1, 2.3.1.3.1 Forums for dialog and agreements signed 2023, 99% of permanent employees are covered and already in 2023-2024 20 countries out of the 21 countries where the group operates In accordance with its ethics charter, rolled out in all countries are included; where the group operates (see 2.3.1.2.1 “Human rights policies”) and on its intranet, Bonduelle encourages openness and — medical coverage aligned with market practices for our dialog in internal relations. The group respects the right of its permanent employees: the audit & opportunities phase is employees to form or join any representative organization underway and the group is now working on planning and of their choice, trade unions or workers’ organizations, and to budgets to phase in this implementation from 2025. be able to participate in collective bargaining negotiations. 2.3.1.2.4 Civic and community engagement policy Bonduelle respects the role and responsibilities of the social partners and is committed to negotiating issues of collective Civic and community engagement refers to the voluntary interest with them. contributions made by Bonduelle to help local communities(1) meet their socio-economic development needs. Bonduelle also has a European Works Council (EWC), a forum for cross-border information, consultation, exchange of views Each site aims, taking into account its specific characteristics, and social dialog. This Council provides regular updates on to develop at least one project for the local community. It may Bonduelle’s situation and development. It organizes social take the form of donations that may be financial, in-kind or dialog, takes into account the group’s social policy, particularly employee volunteering. on employment, training, safety and working conditions, and CSR. It meets at least once a year to present the group’s strategic direction and report on the fiscal year that just ended in Europe. In accordance with the agreement establishing the EWC, renewed by unanimous decision in March 2017, subjects related to social policy and CSR (including workplace safety) feature on the agenda of each Annual Ordinary Meeting. (1) Local communities are groups of people outside Bonduelle who live in the same place and under the same government as the Bonduelle entity or site. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 69 2 COrpOratE sOCiaL rEspONsiBiLity Social In accordance with the law, each French entity has a Social working conditions by developing prevention policies and and Economic Committee. Further, Bonduelle has set up guidelines to ensure the highest health standards and the a health and safety at work committee at all its sites, even at best working conditions. Therefore, no plant employees, even sites with a smaller workforce than the legal threshold for the seasonal workers, can take up their position until they have law’s application. Delegation hours have been allocated to been trained in safety on the site and on their specific job. They each member of the health, safety and working conditions receive their personal protective equipment and all general commission. and workstation-specific safety instructions are issued to them. Lastly, the French group Works Council is the representative They can also take additional ergonomics training modules, for body for Bonduelle’s activities in France (canned, frozen, fresh example. and fresh prepared activity). This Committee provides French Bonduelle continues notably to use and promote the STOP employee representative bodies with additional information, method – Safety at Work through Preventive Observation above and beyond its legal obligations, on Bonduelle’s activities (Sécurité au Travail par lObservation Préventive) – to achieve its in Europe and outside of Europe. 0-accident target by 2025. This method, developed by Dupont de Nemours, is based on preventive observation of behaviors. It 2.3.1.3.2 Listening to employees enables employees to integrate the safest behaviors into their The group has conducted an engagement survey of all its work culture, to optimize safety performance and to reduce employees at least every two years since 2014. This survey (known and/or eliminate workplace injuries and illnesses. Participants as Climate) is a special opportunity for each employee to express are trained in methods that give them all the knowledge and their views on all aspects of their experience at Bonduelle, as tools they need to work more safely. Employees trained in this well as their expectations, and to contribute to the progress approach can then pass their knowledge on to their colleagues initiatives that will be decided upon. For Bonduelle, Climate and staff, so that everyone can play a role in everyday safety. enables it to continue to improve the experience offered to Bonduelle is also aware that safety is a question of culture and its employees. The latest Climate survey was conducted from time and is striving to strengthen the basics in order to improve February 13 to March 31, 2024 in all the group’s business units. the situation and results. The Global Executive Leadership Team, 94% of group employees took part. The employee engagement in partnership with the Global Safety Leadership Council (GSLC), rate measured in the 2024 survey was 70% compared to 71% in therefore continues to identify and introduce measures to 2023. During this survey, the group’s mission was approved by promote workplace health and safety. the majority of employees (72%). Areas for improvement have been identified and will be the subject of action plans adapted In 2022-2023, the Bonduelle Group conducted a Global to the scope concerned. Perception Survey (global survey conducted in 2022), during which working groups defined the seven pillars of the group’s 2.3.1.3.3 Resumptions and shutdowns of activity Health and Safety culture. This work, carried out at the various sites, was supervised by the GSLC. The Bonduelle Group has no official policy that it systematically applies in this field, since shutdowns have rarely happened in its The seven pillars were rolled out in 2023-2024 at the level of top history. Support measures in the event of departures are taken Managers and on the occasion of the annual Safety conference. on a case-by-case basis taking into account the specific situation These seven pillars continue to be enhanced to provide day-to- of the site concerned, local regulations and the characteristics of day operational support. Thanks to this work, Bonduelle now the jobseekers. has a common, well-defined and harmonized health and safety culture. 2.3.1.4 Whistleblowing system In addition to local action plans, and in parallel with a global day of internal communication on safety, two highlights are The Bonduelle Group has a whistleblowing system that meets organized each year: legal and regulatory obligations. This system is accessible to — an annual conference for all Managers; employees and to all group stakeholders. It is detailed in the vigilance plan (Section 2.4.1.2). — a health and safety week where various joint or specific activities are offered to all employees. 2.3.1.5 Initiatives for employees Health and safety is also on the agenda of several governance and management bodies: 2.3.1.5.1 Health and safety — meetings of the Global Executive Leadership Team; Each and every person working for or with the group has the — weekly plant Management Committees; right to a healthy and safe working environment, ensuring — monthly meetings between the Industrial Directors of each their physical and mental well-being. To this end, Bonduelle is business unit and Plant Managers; and developing initiatives to prevent occupational accidents and illnesses. The group is also committed to maintaining excellent — quarterly meetings between the Executive Management of business units and country Managers. 70 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social Several major actions were put in place this year to strengthen — Finance For Growth enables each participant to identify their the safety culture and make everyone accountable in this area, financial value creation levers. Since its launch in 2015, more in particular: than 1,771 participants have followed this program; — the Health and Safety conference, which brought together — Lead Inspire gives Managers the opportunity to participate 700 employees on February 13, 2024; in the group’s transformation through an individual — two Health and Safety weeks from March 11 to 15, 2024 for transformation and leadership development pathway; BELL, BFE and BSA and from April 22 to 26 for BEAM and BFA, — the workshops B.COME and DEAL facilitate the appropriation on the theme “Everyone is a health and safety actor”. of Bonduelle’s leadership model, improving skills in the areas of leadership, experimentation and the development 2.3.1.5.2 Social protection of positive attitudes in this area. Managerial support is also 2 The group provides benefits, mainly through defined- put in place, so that Managers can create working conditions contribution plans. conducive to the development of leadership for everyone; — the Impact Conversations at Bonduelle correspond to annual 2.3.1.5.3 Well-being and fulfillment reviews. Their objective is to develop the positive impact of The well-being of employees is the subject of commitment #7 of each person on themselves, on others and on the organization. the B! Pact: Create healthy and fair working experiences for our The assessment of achievements and attitudes, the people and partners to thrive. It covers five strong and concrete communication of feedback and the design of an individual commitments described in the table in Section 2.1.3.1.2.3 “The development plan aim to identify where the employee is B! Pact, our positive impact platform”. at and how their impact and contribution to the corporate project can be developed. The Impact Conversation takes Actions around employee development, quality of life at work the form of constructive and regular conversations for which and improvements in working conditions and environments are the employee and the Manager are mutually responsible. put in place so that everyone can get a sense of fulfillment from The Impact Conversation is the starting point of the people working for Bonduelle. management cycle. It is also the step that validates that an In 2023-2024, the main measures were therefore as follows: employee has an individual development plan. — actions in favor of mental health, such as the celebration Career development in line with individual aspirations of a well-being day with workshops on mental health and Bonduelle’s challenges (Poland, Lithuania, BELL and BSA [site of the registered In terms of career management and skills development, as part office in Villeneuve d’Ascq, France]) or the establishment of a of its B! Pact, Bonduelle has set itself the following targets: psychological support unit whenever necessary; — 100% of employees(1) will have an individual development — actions in favor of physical health and a healthy diet: plan by 2030; promotion of sports activities via challenges (Hungary, the Netherlands), promotion of plant-rich recipes among — for 2024, 100% of Top Managers have an individual employees (BELL, BFA), the “one month to go plant-rich” development plan. program (BELL France, BSA); After implementing its B.COME and DEAL leadership model, — reorganization program to allow all staff to benefit from two Bonduelle naturally reviewed its HR management cycle. The consecutive weekly rest days (BFA). objectives of this review are as follows: — create a positive experience for employees through rewarding, 2.3.1.5.4 Training and skills development simple and effective processes; Be a learning company — improve the performance of Bonduelle and its employees; The group’s ambition is to offer employees a diversified learning — integrate B.COME for all and thus develop everyone’s environment to support their professional development, their leadership; leadership, and their understanding of Bonduelle’s challenges. The set of programs offer varied and innovative learning, in — encourage a managerial relationship in accordance with the which participants play an active role. DEAL principles; Five key programs are offered at group level, in addition to local — better recognize the efforts of employees; programs: — stimulate everyone’s development. — Bonduelle Discovery engages newcomers in the group’s mission, through diversified workshops, based on inspiration and collaboration; (1) The employees concerned here are office workers, working in the group’s offices.v UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 71 2 COrpOratE sOCiaL rEspONsiBiLity Social This people management cycle, described in the diagram below, is an ongoing process with regular conversations between the employee and the Manager. A single cycle is developed for all business units. Employee cycle Two annual discussions with the manager and continuous feedback throughout the year 1 2 3 4 5 June- August- September- November- January- September September November February February My Impact Today My Impact Tomorrow People & Salary Talent Review & Mid-Year Review Conversation Conversation Review Succession planning Discussion and Discussion with Discussion with the manager After validation, When appropriate, review with the the manager and feedback on his the manager shares the manager shares manager of the on achievements expectations for the coming with the employee feedback on targets and the and targets on year. Setting of targets. the salary review and, development individual “HOW” and “WHAT”. Sharing an individual where applicable, prospects with the development plan development plan with the additional specific employee. and sharing of skills to develop the “HOW” feedback. feedback. and the “WHAT”. 2.3.1.5.5 Diversity, equity and inclusion Each business unit is responsible for managing diversity, equity The Bonduelle Group firmly believes that diversity in the and inclusion initiatives. workplace is a form of wealth to be explored and shared. It At group level, the DE&I policy is discussed at least twice a year undertakes not to discriminate, regardless of age, gender, ethnic during the GELT committees of the B! Pact and talent reviews. or cultural origin, sexual orientation, religious beliefs, nationality or marital status. This principle of non-discrimination applies Developing inclusive recruitment not only to hiring, but also throughout all stages of employment The aim of inclusive recruitment is to remove structural barriers and during the various HR processes (training, assessment, to employment, ensure equal access to employment and compensation). It is underpinned by programs to promote treatment for people of all origins and bring together a diverse diversity. workforce. In addition to the principle of non-discrimination, Bonduelle In parallel with this definition, Bonduelle has set itself the wants to offer an inclusive work environment. Thus, as part of following group target: 100% of sites to implement inclusive the overhaul of its B! Pact, Bonduelle has strengthened its hiring initiatives by 2030. A series of criteria have also been commitments in this area by setting the following two targets: defined at the sites for inclusion in the group target. Thus, the site must: — 100% of sites to implement inclusive hiring initiatives by 2030; — have set up specific recruitment programs for people where — 100% of Top Managers to be trained in diversity, equity and there are barriers to employment (job fairs, targeted job inclusion (DE&I) by 2025. dating, etc.); Regarding this last target, in 2023-2024, an e-learning for a pilot — have developed a recruitment process that eliminates population was rolled out. It presents the issues of diversity and potential barriers to recruitment (recruitment process without inclusion, and makes it possible to consider the role of Manager CV, anonymous CV, competency-based interviews, simulation in team management and inclusive recruitment. From 2024- recruitment method, etc.); 2025, Bonduelle will gradually extend the distribution of this e-learning to the population of Managers. — have designed or deployed training programs for HR and hiring Managers in order to promote fairness in the Pilot tests (such as a DE&I set) have been set up in some business recruitment process (the target is to train 80% of HR and units. The conditions for this rollout to other business units will be hiring Managers at each site); explored, to continue to improve knowledge and consideration of these issues. — have structured a partnership with NGOs, associations and players in the social and solidarity economy sector aimed at facilitating the targeted population’s access to the labor market (e.g. development of mentoring programs for long- term job seekers). 72 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social This list is not exhaustive and not cumulative: local sites may an inclusive working environment. It underlines the group’s share any other initiative in line with the definition of inclusive desire to ensure fair representation of women and men at all recruitment. The group’s Talent Development team will decide levels of the organization, and to implement management whether or not the initiatives are eligible. An inventory of practices and policies that promote diversity and equal inclusive recruitment practices deployed in France showed that opportunities. all sites are committed. To help with group-wide deployment, Bonduelle calculates the “gender equality index” for all its an operational guide is being prepared. subsidiaries in France and publishes the results by indicators, in Faced with the main obstacles to employment, currently present accordance with legal obligations(1). in the United States (including poverty, disability, homelessness, criminal history, addictions, recent arrival in the country), Fighting against all forms of harassment We protect employees against all forms of harassment, 2 inclusive hiring methods are moving away from usual practices. Job seekers apply without presenting a CV, background check intimidation and harm to dignity or violence, whether of a or drug testing. After the first inclusive recruitment campaign physical, psychological or sexual nature. We strongly condemn launched by the BFA business unit in May 2022, the group has any behavior that may amount to harassment. Every employee continued this momentum. has the right to respect and to a positive, harmonious and professional working environment in which the ideas Gender diversity and contributions of each person are recognized. It is the Bonduelle wants to encourage diversity at all levels, particularly responsibility of each employee to promote this commitment gender diversity. The group has therefore defined a short-term and ensure its respect by being open and straightforward in action plan aimed at supporting women throughout their their dealings with others. This will help maintain a culture careers. Similarly, in the context of talent reviews and during the based on loyalty, trust and solidarity. action plan phase of all succession plans, Bonduelle is working on the implementation of individual development plans. Supporting the employment of people with disabilities Through its HANDIPOL disability mission, Bonduelle has had a In France, Bonduelle signed the agreement on professional proactive policy for the inclusion and retention of employees equality in July 2022. It reaffirms the shared desire to promote with disabilities in France since 2006. gender equality in the workplace, considering the diversity of teams to be a key element of its performance. Bonduelle The disability mission is responsible for coordinating and also wants to contribute to the development of the social harmonizing internal and external actions in the area of disability representations of both genders by committing at its own level policy. Since its creation, there have been five agreements on to promoting professional equality between women and men. the inclusion and retention of employees with disabilities. The The agreement covers the following areas: employment rate for employees with disabilities was 7.49% for the France scope at fiscal year-end. — fighting against sexual acts and sexual harassment; By signing in 2022 the sixth agreement to promote the — hiring; employment of people with disabilities, the Bonduelle Group — professional training; reaffirmed its commitment to: — professional promotion and career development; — recruiting and integrating people with disabilities; — actual compensation; — guaranteeing job retention; — parenting support. — improving the group’s relations with the sheltered sector; For each of these areas of action, the group and the social — better communicating the commitments of the agreement partners have defined: and related achievements; — progress targets; — better managing the implementation of the agreement. — actions to achieve these targets; 2.3.1.5.6 Employee engagement — quantitative indicators that will make it possible to monitor In 2023, the 5th edition of the Bonduelle Awards, which the achievement of targets. recognizes actions related to the INSPIRE corporate project, This year, Bonduelle in Italy was honored to receive the rewarded six winning teams after the participation of all business CERTIFICAZIONE DELLA PARITÀ DI GENERE, a certification that units and central services. 48 inspiring actions were shared and recognizes the Company’s commitment to gender equality and all connected employees were able to vote for their preferred (1) These results are published on the Bonduelle website: https://www.bonduelle.com/en/bonduelle-2023-professional-gender-equality-index/ UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 73 2 COrpOratE sOCiaL rEspONsiBiLity Social initiatives. More than 1,300 people voted, setting a participation 2.3.1.5.7 Promotion of plant-rich food among record. The awards recognized the following projects: employees — the People prize was awarded to BELL for its work with Restos To better understand the eating habits of employees, an du Cœur; inventory of practices was carried out at all the group’s — the Food prize went to BEAM for its awareness-raising production sites and offices. program for children; Some examples of actions already identified: regularly or — the Planet prize was awarded to BSA and BELL for the frozen systematically offering options for plant-rich cuisine at the retail bags recyclability project; company canteen, having a health prevention program around food, promoting plant-rich cuisine recipes to employees, etc. The — the Growth prize was awarded to BFE for its individual fresh inventory we carried out this year shows that 59% of our sites are meals project; carrying out one or more of these actions. The next step will now — the Efficiency and Profitability prize was given to BSA for the be to refine our roadmap to deploy actions to encourage plant- project on the group’s intranet; rich food at all our sites. — the DEAL prize went to BELL for the internal training project In March, at the Villeneuve d’Ascq registered office, Bonduelle on Bonduelle’s agricultural expertise; launched an innovative program that combines well-being and respect for the planet: A month to go plant-rich. This coaching — the special jury award was given to BFA for the strengthening was designed to encourage employee volunteers to adopt a of its zero waste project in Irwindale. more plant-rich diet, by integrating more vegetables, whole grains, legumes, and vegetarian meals in their daily lives. The program thus offered a combination of workshops to reinforce knowledge, develop culinary skills and boost motivation towards healthier eating. Each participant was able to define their own objectives, while sharing tips and experiences to meet the challenges of everyday life. 74 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social 2.3.1.6 Targets and indicators The monitoring of the achievement of the B! Pact targets and associated governance can be found in Section 2.1.3.1.2.3 “The B! Pact: our strategy to become a positive impact group”. 2.3.1.6.1 B! Pact targets As part of the B! Pact and its commitments “Create healthy and fair working experiences for our people and partners to thrive”, “Foster learning and inclusive hiring practices at Bonduelle and with our partners”, and “Encourage our teams to engage locally in positive impact actions at work and outside”, Bonduelle has set itself the following targets: Fy22 restated 2 Commitments B! Pact targets Fy22 without BALL* Fy23 Fy24 >75% employee engagement rate (and beyond our external benchmark) 70% 70% 71% 70% #7 Create healthy 100% sites with actions promoting plant- and fair working rich diet for associates by 2025 - (1) - (1) 59.1% experiences for our people and 100% permanent employees covered by life partners to thrive insurance by 2025 95% 96.4% 99.7% 99.7% 100% of permanent employees covered by accessible health insurance by 2025 - (1) - (1) - (1) 100% of associates with an individual #8 Foster learning development plan by 2030 26.1% 25.9% 39.9% 61.9% and inclusive hiring 100% of sites to implement inclusive practices across hiring initiatives by 2030 - (1) - (1) - (1) - (1) Bonduelle and with our partners 100% of Managers trained in diversity, equity and inclusion (DE&I) by 2025 - (1) - (1) - (1) 24% #9 Encourage our teams to engage 100% of our sites involved in local initiatives locally in positive by 2025 72% 78% 71% 95.5% impact actions at work and outside (1) Data not available. * For the purposes of comparability with 2021-2022 at constant scope, the 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. — > 75% employee engagement rate (and beyond our external food, in line with its mission to inspire the transition to plant- benchmark): changes in the KPI related to the B! Pact targets rich food. This year, an inventory was carried out to prepare have been relatively small over the last three years. In 2021- for the collection of the first concrete results next year. All our 2022, the employee engagement rate was 70%, increasing sites were asked to indicate whether they had implemented slightly to 71% in 2022-2023, before returning to 70% in 2023- at least one awareness-raising action from a defined list. These 2024. This stability indicates strong employee engagement, actions include, for example, the integration of plant-rich even though we have not yet reached our target of 75%. This food content into the onboarding process for newcomers, the KPI remains a priority, and additional actions will be necessary introduction of plant-rich options in the canteen or dedicated to strengthen engagement and achieve this ambition in the communication on plant-rich food, cooking workshops coming years; for employees, product tastings with messages about our — 100% of sites having implemented actions that encourage mission and flexitarianism, as well as programs to encourage employees to eat more plant-rich food by 2025: Bonduelle more plant-rich food, such as health and nutrition initiatives. has set a target to raise employee awareness of plant-rich Sites that had not yet launched actions were also invited to report this; UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 75 2 COrpOratE sOCiaL rEspONsiBiLity Social — 100% of permanent employees covered by life insurance by — 100% of Managers trained in diversity, equity and inclusion 2025: this target was set in 2022, with, at the time, the aim (DE&I) by 2025: in 2023-2024, an e-learning for a pilot of a gradual ramp-up depending on the country. Today, the population was rolled out across the group. It presents the implementation has been completed. We still have to find a issues of diversity and inclusion, and makes it possible to solution for fewer than five employees in one country; consider the role of Manager in team management and — 100% of permanent employees benefiting from affordable inclusive recruitment. From 2024-2025, Bonduelle will health insurance by 2025: in the coming months, with our gradually extend the distribution of this e-learning to the partners (brokers and insurers) and with the Company’s population of Managers; decision-makers, the group’s HR Department will identify — 100% of sites involved in local initiatives by 2025: Bonduelle the outlines of a minimum base of health coverage for all has set a target in terms of civic engagement, aimed at permanent Bonduelle employees. We will aim for a fair encouraging its sites to actively participate in social and balance between health prevention and healthcare expenses. environmental actions. This year, an inventory was carried out Our feasibility study will make it possible to finalize and create to prepare for the collection of the first concrete results next a budget for our project, and to prepare the implementation year. All our sites were invited to indicate whether they had schedule; conducted civic engagement initiatives, such as food tastings — 100% of employees with an individual development and distributions, educational initiatives on nutrition and plan by 2030: at Bonduelle, we are convinced that each plant-rich food, activities promoting professional integration, employee should have access to an environment conducive health initiatives (such as races against cancer or blood to their development. We encourage learning based on donations), collections for populations in need, planting experimentation and shared understanding to develop programs, composting activities, or awareness-raising knowledge, technical skills and personal aptitudes. This year, campaigns on climate change, biodiversity and sustainability. Bonduelle formalized the definition of a development plan Sites that had not yet initiated actions were also invited to and rolled out an internal communication campaign group- report this. wide throughout the year to raise employee awareness of the importance of working on their own development; 2.3.1.6.2 Bonduelle Group human profile The Bonduelle Group has 8,221 employees on open-ended — 100% of sites to implement inclusive hiring initiatives by (permanent) contracts (present at June 30, 2024) and 10,409 2030: Bonduelle has formalized an inclusive hiring target, full-time equivalent(1) employees (open-ended, temporary, with the aim of removing barriers to employment and seasonal employees and other contracts). The average length of promoting fair opportunities for all. This year, an inventory service among permanent employees is 10.6 years. was carried out to prepare for the collection of the first concrete results next year. All our sites were asked to indicate The very nature of its business and the rhythm dictated by whether they had conducted recruitment initiatives aimed the harvests mean that the Bonduelle Group employs a large at integrating people experiencing barriers to employment, number of seasonal workers. Seasonal employment accounts for such as people with disabilities, low-income workers, people 9.2% of all Bonduelle Group employment contracts (in full-time without university-level qualifications, migrants, internally equivalents). As an employer committed to all its employees, displaced persons or refugees, formerly incarcerated people, the Bonduelle Group develops responsible approaches to offer as well as actions related to gender or intergenerational everyone quality working conditions (see 2.3.1.5.1 “Health and inclusion (young people or people at the end of their careers). safety”). Sites that had not yet launched initiatives were also invited to report this; (1) Activity performed on a full-time basis over a calendar year, by one or more employees. 76 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social Geographic breakdown of Bonduelle Group full-time equivalent employees - at June 30, 2024 2 1,641 1,360 2,097 1,390 977 756 36.5% 42.5% 21% NON-EUROPE FRANCE EUROPE EXCL. FRANCE Non-Europe: Brazil, United States, Russia, Kazakhstan. Europe excl. France: Germany, Austria, Belgium, Croatia, Denmark, Spain, Hungary, Italy, Lithuania, Netherlands, Poland, Portugal, Czech Republic, Romania, Slovakia and Ukraine. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 77 2 COrpOratE sOCiaL rEspONsiBiLity Social Total employees by type of employment contract and geographical zone (full-time equivalents in 2023-2024) Europe France excl. France Non-Europe total Open-ended contracts 3,431 1,693 3,107 8,231 Non-permanent 272 103 72 447 Seasonal 419 316 214 949 Others 477 128 177 782 TOTAL 4,599 2,240 3,570 10,409 Total workforce by gender, status, age and geographical zone (permanent employees at June 30, 2024) Europe France excl. France Non-Europe total Women 1,390 756 1,360 3,506 Men 2,097 977 1,641 4,715 Managers 1,046 365 271 1,682 Non-Managers 2,441 1,368 2,730 6,539 Permanent employees aged under 26 154 53 180 387 Permanent employees aged 26-35 715 312 563 1,590 Permanent employees aged 36-45 909 451 719 2,079 Permanent employees aged 46-49 404 230 235 869 Permanent employees aged 50-55 727 335 394 1,456 Permanent employees aged over 55 578 352 910 1,840 Hires in number of contracts 2020-2021 2021-2022 2022-2023 2023-2024 Open-ended contracts 1,503 2,004 1,042 1,495 Non-permanent 1,257 928 754 715 Seasonal 4,662 4,503 3,501 2,599 Average seniority of permanent employees 2020-2021 2021-2022 2022-2023 2023-2024 Seniority (permanent staff) 0 to 3 years 3,793 3,853 2,494 2,764 4 to 9 years 2,938 3,043 2,302 2,056 +9 years 4,225 4,275 3,567 3,401 Average seniority 11.93 10.10 11 10.6 78 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social Total Bonduelle turnover 17.2% 14.8% 15.95% 16.5% 15.6% 2 2020-2021 2021-2022 2021-2022 2022-2023 2023-2024 restated without BALL* Turnover Since 2019-2020, retirements, deaths and contractual terminations are excluded. * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, a stake in which was sold on June 30, 2022. For 2023-2024, the group’s turnover breaks down as follows: 12.14% in Europe (excluding France), 8.61% in France and 27.00% non-Europe. Turnover by gender* in 2023-2024 (Full-time equivalents) Europe France excl. France Non-Europe total Turnover – Women 9.92% 13.96% 22.84% 15.49% Turnover – Men 7.73% 10.76% 30.51% 15.70% Departures of Women 183 135 366 684 Departures of Men 213 137 581 931 * Scope: departures at the initiative of the employee. Departures by status in 2023-2024 (number of people – all contract types) Europe France excl. France Non-Europe total Managers Due to layoff 14 2 11 27 Due to a death, retirement or agreed departure 21 14 10 45 Due to the employee (resignation, end of trial period) 76 35 46 157 Due to transfer 25 1 13 39 Non-Managers Due to layoff 91 43 447 581 Due to a death, retirement or agreed departure 67 71 63 201 Due to the employee (resignation, end of probationary period) 320 237 901 1,458 Due to transfer 7 2 88 97 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 79 2 COrpOratE sOCiaL rEspONsiBiLity Social 2.3.1.6.3 Collective bargaining coverage and social dialog Forums for dialog and agreements signed in 2023-2024 At June 30, 2024, 68% of the group’s employees were covered by a collective agreement. The main agreements(1) signed in 2023-2024 are as follows: — group agreement dated October 31, 2023 on quality of life at work and working conditions; — agreement dated January 19, 2024 relating to the management of jobs and career paths. 2.3.1.6.4 Diversity Women as a proportion of permanent employees as at June 30 2021-2022 restated 2020-2021 2021-2022 without BALL* 2022-2023 2023-2024 Percentage of women who are Managers 17% 19% 19% 22% 22% Percentage of women who are non-Managers 83% 81% 81% 78% 79% Percentage of total employees who are women 43% 42% 41% 43% 43% * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. 2.3.1.6.5 Salary policy In all countries in which Bonduelle operates, the group has a salary policy that exceeds the minimum social benefits in force. For Top and Middle Managers (around 15% of the workforce), Bonduelle has redefined its salary policy group-wide, with a dual objective: to remain in line with market practices, and to strengthen its attractiveness and talent retention. For other employees, the compensation policy is defined by country, where the applicable rules take into account local realities. 2.3.1.6.6 People with disabilities Number of people with disabilities at June 30 2021-2022 restated 2021-2022 without BALL* 2022-2023 2023-2024 Workers with a disability (full-time equivalents [FTE]) 371 303 297 298 * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. (1) Bonduelle SAS, Bonduelle Development SAS, Bonduelle Europe Long Life SAS, Sud Ouest Alliance – Soléal SAS, Bonduelle Frais Traiteur SAS, Bonduelle Frais France SAS, Bonduelle Traiteur International SAS, Champiland SAS. 80 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social 2.3.1.6.7 Training and skills development Training – Permanent, non-permanent and seasonal workforce 2021-2022 restated 2021-2022 without BALL 2022-2023 2023-2024 Training as a percentage of payroll 0.90% 1.06% 1.16% 1.13% Total number of training hours 214,035 195,445 236,067 205,267 Average training duration per individual (in hours) 16 18 23 21 2 Breakdown of training hours by gender Women 36.48% 37.52% 37.45% 41.20% Men 63.52% 62.48% 62.55% 58.80% Breakdown of training hours by status Managers 19.25% 20.56% 17.56% 14.57% Non-Managers 80.75% 79.44% 82.44% 85.43% * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. Change in the proportion of employees benefiting from a regular “Impact Conversation” at June 30 2021-2022 2022-2023 2023-2024 Percentage of employees 75% 84% 84.35% The data for 2021-2022 were already calculated without the BALL business unit, a stake in which was sold on June 30, 2022. Breakdown by gender of employees receiving regular performance and career development reviews 2021-2022 2022-2023 2023-2024 Women 76.91% 87.56% 82.37% Men 73.06% 82.37% 85.79% Breakdown by status of employees receiving regular performance and career development reviews 2021-2022 2022-2023 2023-2024 Managers 88.47% 94.56% 98.11% Non-Managers 72.14% 82.14% 81.74% 2.3.1.6.8 Health and safety Change in the number of safety training hours at June 30 2020-2021 2021-2022 2022-2023 2023-2024 Number of safety training hours 60,679 79,721 106,136 87,331 Change in safety training expenditure compared to total training expenditure 2020-2021 2021-2022 2022-2023 2023-2024 24.6% Safety expenditure 21% 20% 23% (excluding BFA) UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 81 2 COrpOratE sOCiaL rEspONsiBiLity Social Changes in the frequency rate of workplace accidents for all employees at June 30 6.91 7.2 6.19 6.37 6.41 6.62 5.85 5.93 5.04 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 2021-2022 2021-2022 2022-2023 2023-2024 restated without BALL* Starting in 2018-2019, this data includes the BFA business unit. * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, a stake in which was sold on June 30, 2022. Changes in the severity rate of workplace accidents for all employees at June 30 0.49 0.4 0.41 0.39 0.34 0.34 0.31 0.29 0.3 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 2021-2022 2021-2022 2022-2023 2023-2024 restated without Severity rate BALL* Starting in 2018-2019, this data includes the BFA business unit. * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, a stake in which was sold on June 30, 2022. Workplace accidents with lost time do not include commuting accidents at group level or fatal accidents at work. However, countries can integrate them. 82 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social Breakdown of work-related accidents, frequency rate, severity rate and occupational diseases (OD) in 2023-2024 (all contract types) Europe France excl. France Non-Europe total Women – Frequency rate 11.30 1.92 1.91 5.44 Men – Frequency rate 14.76 2.76 1.81 7.47 Frequency rate 13.41 2.41 1.85 6.62 Women – Number of work-related accidents with lost time 32 3 6 41 2 Men – Number of work-related accidents with lost time 65 6 7 78 Number of work-related accidents with lost time 97 9 13 119 Women – Severity rate 1.36 0.04 0.22 0.64 Men – Severity rate 0.62 0.17 0.30 0.39 Severity rate 0.91 0.12 0.26 0.49 Women – Number of lost days due to work- related accidents 3,837 47 960 4,844 Men – Number of lost days due to work- related accidents 2,736 375 928 4,039 Lost days due to work-related accidents 6,573 422 1,888 8,883 Europe France excl. France total Women – Occupational disease (OD) severity rate 1.20 N/A 1.20 Men – Occupational disease (OD) severity rate 0.52 N/A 0.52 Occupational disease severity rate 0.78 N/A 0.78 Women – Number of days lost OD 3,398 N/A 3,398 Men – Number of days lost OD 2,274 N/A 2,274 Number of lost working days OD 5,672 N/A 5,672 Severity rate of occupational diseases for France 0.78 N/A 0.78 N/A: Data not available. Changes in the absenteeism rate for all employees at June 30 2021-2022 Restated without 2021-2022 BALL* 2022-2023 2023-2024 4.79% 4.6% 4.87% 4.54% Starting in 2018-2019, this data includes the BFA business unit. * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 83 2 COrpOratE sOCiaL rEspONsiBiLity Social 2.3.2 VALUE CHAIN WORKERS: Supporting the transition to sustainable food in our value chain 2.3.2.1 Responsible purchasing 2.3.2.3.2 CSR assessment of suppliers In Bonduelle’s ambition to become a positive impact group, In 2017-2018, Bonduelle introduced EcoVadis assessments responsible purchasing is a key topic. In 2023, the group drew for its key suppliers by purchasing volume and risk level. Tier-1 up its responsible purchasing strategy. It aims to: suppliers complete the online CSR questionnaire and base their responses on tangible evidence. Where appropriate, they are — strengthen the environmental, social and governance (ESG) also asked about any environmental and social disputes in which fundamentals of purchasing, in particular compliance with they have been involved and which received media coverage. the duty of care and regulations relating to anti-corruption EcoVadis’ CSR experts analyze the responses and check the and influence peddling; consistency of the information and documentary evidence. — support Bonduelle’s ambition, in particular the B! Pact Using this recognized collaborative platform ensures consistency strategy and the climate target; and transparency in monitoring suppliers’ environmental and social commitment. It also helps to identify opportunities — disseminate ESG (Environment, Social, Governance) within for innovation and partnerships. These assessments become the value chain. important elements in optimizing the choice of suppliers and adapting the business flow with them. In 2023-2024, Bonduelle 2.3.2.2 Engaging fruit and vegetable continued to implement its assessment program: its 400 largest suppliers and manufacturers suppliers have now been assessed. of finished products Bonduelle obtains most of its fruit and vegetables from its 2.3.2.4 Relationship with growers farming partners. The reciprocal commitment has been governed since 1996 by the agronomic sourcing charter (see 2.3.2.4.1 Promoting a fair and long-term 2.3.2.4.1 “Promote a fair and long-term partnership”). partnership Bonduelle sees the partnership as a balanced economic relationship, allowing the sustainability of agricultural businesses 2.3.2.3 Engaging, evaluating and and the production of vegetables accessible to all. supporting suppliers in other Bonduelle implements contractual policies aimed at categories (ingredients, strengthening the sustainability of its relationships. Thus, packaging, finished products, all production campaigns are contracted. For growers, this energy, industrial procurement means the promise of stable prices. These renewable contracts and service provision, etc.) depend on the satisfaction of both parties. Their renewal rate, which is one of the indicators of the B! Pact (see below) reflects 2.3.2.3.1 Supplier risk mapping this satisfaction. The agronomic sourcing charter is key to the extremely close relationship that Bonduelle has with its farming The group has set itself the objective of evaluating its most partners. Bonduelle, in collaboration with its farming partners, important suppliers by their purchasing volumes and risk profile. intends to develop this charter so that it contributes to the The group has developed a process for assessing its stakeholders implementation of its Agro roadmap. and limiting the risks related to corruption, as well as serious violations of human rights, the health and safety of people and As part of the continuity of relations between Bonduelle and the environment. This assessment is described in 2.4.2.2.2 the agricultural world, the group enabled nearly 200 French farming partners to take a stake in Bonduelle in 2020-2021. The number of shares thus issued represents approximately 0.28% of the number of shares outstanding before and after the issue. 84 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social B! Pact target Fy22 restated Commitment B! Pact target Fy22 without BALL* Fy23 Fy24 #7 Create healthy and fair working experiences > 90% of growers’ contracts renewed every year 91.1% 91.9% 88.4% 88.1% for our people and partners to thrive * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. 2 — > 90% of growers’ contracts renewed each year: we recorded Field technicians are responsible for the quantity and quality a slight decrease (88.1%) compared to the initial target; this of the vegetables harvested for the group. They are regularly indicator was impacted by our changes in volumes. This present in the field, supporting and advising farming partners overall satisfactory result underlines the efforts made to from sowing to harvest, and ensuring cultural monitoring. ensure a lasting and trusting relationship with our farming As trusted experts, they are a real lever for deploying alternative partners. cultivation techniques or innovations, essential to implementing 2.3.2.4.2 We share knowledge and promote the transition to regenerative agriculture. training As part of its Agro roadmap, Bonduelle has set itself the target The implementation and success of the Agro roadmap are of 80% of farming partners receiving training by 2030 (notably based on exchanges and knowledge sharing between Field in regenerative agriculture). technicians and growers. B! Pact target Fy22 restated Commitment B! Pact target Fy22 without BALL* Fy23 Fy24 #8 Foster learning The training course in regenerative agriculture for and inclusive hiring 80% of growers trained in regenerative contracted growers began in September 2024. We practices across agriculture by 2030 will therefore be able to provide our first target results Bonduelle and in the 2024-2025 sustainability report. with our partners * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. Implementing the principles of regenerative agriculture All these principles are measured by indicators to monitor the in consultation with our stakeholders implementation of associated practices. As part of the Agro roadmap, Bonduelle is committed to A rating is assigned according to the results of each indicator, implementing the key principles of regenerative agriculture in for each farming partner. If the overall score obtained is greater consultation with specialized structures such as Earthworm or than or equal to 40 out of 100, the farmer is considered to be Pour une Agriculture du Vivant, as well as other companies in committed. the agri-food sector. Farming partners who are already heavily involved in these These major agronomic principles include in particular: regenerative agriculture practices will be able to reach the — maintaining or increasing soil organic matter, reducing soil higher levels: bronze, silver, gold, depending on their results. disturbance, maintaining soil cover in order to limit erosion, This follow-up will enable us to guide the transformation of maximizing the diversity of crops and ecosystems, and practices, in collaboration with the farming community. sparing use of resources and inputs and training growers in regenerative agriculture. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 85 2 COrpOratE sOCiaL rEspONsiBiLity Social Initiatives include developing training, innovative measurement Cooperation between sectors for tools and designing an incentive compensation system sustainable agricultural practices recognizing the best practices put in place by growers. Bonduelle is also a partner of the Sustainable Agriculture Crops carried out on behalf of Bonduelle are part of Initiative (SAI) which now has more than 100 members multi-year rotations. Soil is therefore a shared resource. across the agricultural value chain. Its objective is to support These rotations help to preserve soil fertility and fight the development of sustainable agriculture around the world against diseases or pests. Cooperation between by facilitating discussions, collaboration and actions. SAI agricultural sectors is essential to successfully maintain promotes the harmonization of agroecology definitions, tools soil fertility. and guidelines. Bonduelle is also a supporter member of Bonduelle thus joined the Living Soils initiative, the organization Pour une Agriculture du Vivant. A project launched by the NGO Earthworm in 2018, through a is underway with the BFE business unit. This project aims to pilot project in Santerre (Hauts-de-France). This project support producers and technicians via a training program to brings together players from different agri-food sectors diagnose agricultural practices and implement improvement present in this region, with common growers, and who actions. A discussion group on agricultural practices has also wish to cooperate to support regenerative agriculture. been set up. 2.3.2.5 Contributing together with the business lines to the achievement of B! Pact targets In addition to the overall CSR assessment and support process for its suppliers, the purchasing teams work with internal teams and suppliers to: — reduce the environmental impact of packaging (see 2.2.4); — select ingredients that comply with best practices in terms of quality, environment and health; — develop over-the-counter electricity purchase contracts, or Power Purchase Agreements (PPA) (see 2.2.1.4.8), deploy photovoltaic panels on several sites in Europe and study the option of installing new biomass boilers; — recover and reuse site waste. 2.3.2.6 Indicators monitored as part of the Agro roadmap The indicators relating to workers in the value chain, monitored as part of the Agro roadmap, are as follows: 2021-2022 restated 2021-2022 without BALL* 2022-2023 2023-2024 Number of suppliers 406 354 360 286 Number of producers 2,551 2,068 2,030 2,087 Total number of producers and suppliers under contract with Bonduelle 2,957 2,422 2,390 2,373 % of producers who renew their contract with Bonduelle 91% 91.9% 88.4% 88.1% Area cultivated for Bonduelle by partners (in ha) 94,334 61,774 59,108 61,928 Supplier equivalent cultivated area (in ha) 20,960 8,187 8,895 7,107 Sum of total areas cultivated for Bonduelle (in ha) 115,294 69,961 68,316 69,035 % of supplier equivalent surface area 18% 11.7% 13.3% 10.3% % of producers assessed internally 90% 99.8% 99.5% 98.5% % of producers having signed the Bonduelle agronomic charter 98% 97.6% 98% 98.3% % of producers trained in regenerative agriculture N/A N/A 0% 0% In bold: the macro-indicators of the Agro roadmap. * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. 86 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social 2.3.3 COMMUNITIES: Sustainable change in eating habits with the Louis Bonduelle Foundation 2.3.3.1 B! Pact targets As part of the B! Pact and its commitment to “Promote the flexitarian diet for all”, Bonduelle has set itself the following targets: Fy22 restated 2 without Commitments B! Pact targets Fy22 BALL* Fy23 Fy24 Given the change in strategic direction of the Louis #3 Promote the flexitarian Double the impact of Louis Bonduelle Bonduelle Foundation in 2024, it was decided to diet for all Foundation activity by 2030 only start the impact measurement reporting from 2024-2025, in order to be able to observe changes in comparable items. #9 Encourage our teams to engage locally in 100% of our sites involved in local initiatives by 2025(1) 72% 78% 71% 95.5% positive impact actions at work and outside * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. (1) In 2022-2023, and retroactively for 2021-2022, sites with fewer than 10 people are no longer included in the scope. In 2024, involvement in local initiatives reached 95.5%, thanks 2.3.3.2 The Louis Bonduelle Foundation to the investment of teams who offered employees concrete actions such as food collections for populations in need, Since 2004, the mission of the Louis Bonduelle Foundation educational initiatives on the benefits of plant-rich food or has been to sustainably change eating habits while respecting actions focused on health. These results reflect the growing people and the planet. importance given to local commitment within the Company. This year, the Foundation continued to pursue its ambition: Details of indicators to encourage sustainable eating habits, particularly among vulnerable populations, wherever Bonduelle employees are The scope for calculating the civic engagement KPI has been present. This ambition is driven by three pillars: revised from 2022-2023. — disseminate knowledge on the adoption of eating habits that For reasons of geographical proximity, some sites will be are more favorable to our health and that of the planet; grouped together because the civic engagement actions involve employees of several entities. Sites with fewer than 10 people are — raise awareness of the challenges of the food transition therefore not included in the scope. via support for concrete actions on the ground and the development of educational tools; — the Loudun, Montoire, Montreuil-Bellay, Longué-Jumelles, l’Île-Bouchard (France), La Tourte mushroom production sites — increase the Foundation’s impact through employee are accounted for in the Doué-la-Fontaine site; engagement and networking. — the Estrées canned, Estrées (France) frozen and Rosières sites Present and active internationally – in France, the United States, are accounted for in the Estrées-Mons site; Italy, Spain and Romania – the Louis Bonduelle Foundation brings concrete means to make plant-rich food part of everyone’s — Reutlingen registered office and Reutlingen plant have been daily life, in a useful, realistic, original and sustainable way. grouped together on the Reutlingen (Germany) site. Since its creation, the Foundation has participated in more than 30 scientific monographs, 4 white papers and 17 scientific projects. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 87 2 COrpOratE sOCiaL rEspONsiBiLity Social The Foundation has focused on the general public for the about the adoption of sustainable food and to expand the past four years, and in particular populations furthest from audience already reached by the Foundation (families, students, basic food education (children, students, families in need, etc.) children in need). In 2024, digital content was adapted into by supporting local projects to promote the food transition; books to enable wider distribution. 32 projects have been supported in this way over the past four years. Bonduelle has set itself the target of doubling the impact of the Bonduelle Foundation by 2030. Celebrating its 2.3.3.5 Call for projects “Let’s Vegg’up” 20th anniversary in 2024, the Louis Bonduelle Foundation will to encourage local players on access this year become the main partner of the Vegetable Garden to plant-rich food World Cup in schools, a competition designed by the Landestini association, which aims to help people reconnect with the earth Since its creation, the Foundation has supported concrete and living things, discover the world of plants right up to their actions on the ground led by local players, which aim to support role on our plates and thus transform behavior towards healthier consumers towards sustainable eating habits. Since 2021, the and more sustainable food. Foundation has encouraged and supported 32 projects. To promote and support players who promote access to plant-rich food and are committed to the food transition, the 2.3.3.3 Educating consumers Foundation has partnered with Ulule, a crowdfunding platform about the food transition and B Corp company. Together, they have been managing the In order to make research on plants and sustainable food “Let’s Vegg’up” incubator since 2020. available, the Foundation runs two Facebook pages, a website(1), This year, 10 winners and their projects have already been which counts an average of 63,975 visitors per month and an chosen. open access newsletter: L’actu de la transition alimentaire with — La tente des Glaneurs, a citizens’ collective that collects and 7,145 followers. The flagship section of the Foundation’s website, sorts unsold food to help people experiencing food insecurity; “The ABC of plants”, publishes numerous articles on sustainable food and the food transition, as well as an e-book on the food — Biscornu, a gastronomy house employing people with transition and numerous infographics. disabilities; — La Ferme urbaine du Trichon, with its street food workshops 2.3.3.4 Scientific research to support action on cargo bikes for the inhabitants of Roubaix; Bonduelle has established a long-term partnership with ANCA — Le Jardin de Cocagne and its local organic vegetable baskets Chair, hosted by the AgroParisTech Foundation (France), which as well as its cooking workshops for underprivileged families; aims for access for all to healthy and sustainable food. — Graines Urbaines, educational workshops about gardens and From 2016 to 2021, the first partnership period resulted in vegetable gardens for schoolchildren; 100 educational pieces of content and two scientific articles. — Salud Ambiental en la Escuela, school-based educational It was covered by 40 media and reached 500,000 people. In programs on health and the environment; particular, the Louis Bonduelle Foundation contributed to the — Biela y Tierra, bike rides to raise awareness of the environment; creation of a forward-looking digital cartoon Je mange pour le futur(2). Jointly developed by experts on the basis of a scenario in — TerraLab, workshops and conferences to promote sustainable the future, each episode is intended to promote awareness and lifestyles; offers a library of scientific documents. — Plant-Based Pittsburgh, with its educational support on how The ambition of the 2021-2025 program is to understand and to adopt and maintain plant-rich eating habits; support the transformation of the eating behavior of 18-35-year- Shepherd’s Pantry provides food, resources and services to olds through the creation of a think-and-do tank. It will work alleviate hunger and improve the well-being of people in need. towards the adoption of sustainable food for all, and will be at the interface between the world of academic research, La tente des Glaneurs, Salud Ambiental en la Escuela and companies in the agri-food sector, and civil society. Since 2021, Shepherd’s Pantry received the Foundation’s award. La Ferme this partnership has contributed in particular to the launch urbaine du Trichon, Biela y Tierra and Plant-Based Pittsburgh of an immersive and innovative program for 18-35-year-olds, received the Public award. TerraLab won the Foundation award published entirely on Instagram (@jemangepourlefutur). The and the Public award. Finally, Biscornu received the Employee purpose of this project is to raise awareness among this target award. (1) https://www.fondation-louisbonduelle.org/en/; please note that information appearing on this website is not part of this universal registration document. (2) https://www.instagram.com/jemangepourlefutur/?hl=fr; please note that information appearing on this website is not part of the universal registration document. 88 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social 2.3.3.6 Bonduelle employees, about vegetables. These actions were carried out as close as “hummingbirds” of the food transition possible to the group’s sites. Encouraged by the Foundation, several group employees took In order to provide the opportunity to engage as many of its part in civic actions to support the food transition. employees as possible in the communities around our facilities, the group launched the development of an internal platform in For example, thanks to the Ouichange association, ten employee 2023, listing associative partners, their operations and their skills volunteers benefited from training in facilitating workshops in needs. Bringing this catalog of operations to life will also require schools on the theme of plant-rich food. They were then able the deployment of a network of correspondents at our sites. to lead workshops in their children’s classes to raise students’ awareness of their food, increase their knowledge and curiosity Furthermore, in order to participate in the local life of the group’s sites, several community projects were launched. 2 2.3.4 CONSUMERS: Offering a high quality flexitarian diet 2.3.4.1 B! Pact targets As part of the B! Pact and its commitments to “Deliver superior plant-rich food”, “Develop a plant-rich offer by meeting the diverse needs of the flexitarian diet” and “Promote the flexitarian diet for all”, Bonduelle has set itself the following targets: Fy22 restated without Commitments B! Pact targets Fy22 BALL* Fy23 Fy24 100% of our products evaluated #1 Deliver superior plant- Nutri-Score A or B by 2025 92% 92% 98.2% 99.0% rich food 100% products free from controversial additives by 2030 N/A N/A 82.2% 84.6% #2 Develop a plant-rich > 15% of sales achieved through offer by meeting the innovations 12.6% 13.7% 9.7% 12.6% diverse needs of the 20% of sales achieved through plant-rich flexitarian diet main dish meal solutions by 2030 14.7 14.7 19.3% 17.7% #3 100% of countries promoting plant-rich Promote the flexitarian cuisine for all through dedicated diet for all programs by 2030 N/A N/A 24.1% 71.4% * For comparability purposes between 2021-2022 and 2022-2023 at constant scope, 2022 data have been restated without the BALL business unit, in which a stake was sold on June 30, 2022. The business units continued their roadmap to move portfolios in this indicator. In addition, the list of the main countries in towards Nutri-Score A/B and use still fewer controversial which the group wishes to encourage plant-rich cuisine has additives. Innovations contributed to the positive changes in been revised, along with a steep acceleration in training in plant- these two KPIs. The definition of a main dish has been clarified rich cuisine in BtoB, which has led to a sharp rise in this KPI. with a higher level of requirement, which has led to a decrease UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 89 2 COrpOratE sOCiaL rEspONsiBiLity Social 2.3.4.2 The Agro roadmap for healthy and 2.3.4.3 Superior plant-rich food sustainable food 2.3.4.3.1 Nutritional quality of products By encouraging virtuous eating habits for health and the planet, the Bonduelle Group is also positioning itself in favor of “eating For Bonduelle, the nutritional quality of products is essential. better”. The group’s Agro teams are thus working to develop and Classification of the nutritional quality of products, based on re-internalize the production of pulses. the evaluation and optimization of its products, is based on four essential points: The Agro teams are also mobilized around product quality. A major focus is on reducing the use of pesticides, in particular 1. the categorization of products according to five “nutrition” with the deployment of a range of vegetables guaranteed to families, according to nutrient composition thresholds: have no pesticide residues. • natural vegetables, Bonduelle continues its commitment to more plant-rich food. • natural legumes, The group is committed to offering products that meet the growing expectations of consumers in terms of transparency, • naturally starchy foods, well-being and respect for the environment. Promoting the • plant-based main dishes, transition to plant-rich food is also part of Bonduelle’s ambition • prepared products; to contribute to carbon neutrality (see 2.2.1 “Climate/Reducing our climate footprint”). 2. the development by the Bonduelle Group’s Nutrition Department of a reference framework of nutritional values Committed to the superior quality of its ingredients and recipes, related to quantity and quality recommendations on the salt, the group continues to develop its offering to meet the needs sugar and fat content in food. Since 2022, this framework has of a more plant-rich diet. To facilitate the transition toward a included the nutritional criteria used to calculate the Nutri- plant-rich diet, the group strengthened its innovation approach Score. this year and revisited the target composition of its main dishes. Bonduelle continues to promote the flexitarian diet by removing Bonduelle has been gradually reducing the salt in its recipes the barriers to change, through a range of programs that make since 2007. it easier for everyone to enjoy more plant-rich cuisine, both at Bonduelle only adds sugar to recipes that traditionally use it home and out and about. (steamed peas and carrots) to sweeten the natural bitterness In June 2024, the group launched an observatory of flexitarian of the vegetable (endive, Brussels sprouts) or the acidity of consumption practices, which studies the food habits of people an ingredient (vinegar, etc.). Between 2008 and 2015, the who choose this mode of eating. Quantitative surveys will group analyzed the compliance of more than 1,000 products be conducted every three months on groups of 500 people, to determine whether they corresponded to the nutritional interspersed with qualitative surveys to talk about the figures framework recommended by the classification; collected. In this way, a large number of people in France will be 3. recipe compliance: between 2009 and 2017, Bonduelle revised monitored over time. more than 250 recipes to bring them into compliance with Bonduelle makes its teams tasked with innovation and product the nutritional criteria recommended by the classification; development aware of these commitments. The Taste and Go 4. all new plant-based products since 2017 must meet a number tool, for example, trains teams in the practices and vocabulary of minimum criteria defined by this classification and be of plant-based tasting. With regard to nutritional benefits, the positioned in one of the five defined “nutrition” groups. NutriGo tool supports teams in accessing the advantages of plants, the preservation of their nutritional qualities during The program’s objectives also include the development of processing, the superiority of the processes developed well-thought out, simple, transparent and objective nutritional specifically by Bonduelle, etc. information. The group makes no nutritional claims on the packaging of its products that are not classified A and B by the Nutri-Score. This classification involves, in addition to the Nutrition Department, the quality, innovation and development engineers as well as the marketing departments of the various business units. 100% of Bonduelle-branded products are thus assessed through the lens of this classification. 90 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social 2.3.4.3.2 Towards products classified A or B This internal classification is reviewed regularly. It is supported by the Nutri-Score by an annual roadmap to achieve the target set for 2030; the Bonduelle has set itself the target of having 100% of its products existing recipes are thus reworked, range by range. classified as A or B by Nutri-Score (using the 2017 calculation method) by 2024-2025. An update of the figures and targets 2.3.4.3.4 A range with no pesticide residues will be carried out during 2024-2025, taking into account Bonduelle has been expanding its “no pesticide residue” range the use of the new Nutri-Score calculation algorithm. In line since 2019(2). This includes ready-to-use salads (lamb’s lettuce, with its commitment to the nutritional quality of products, mixed baby greens, baby spinach and iceberg), canned food Bonduelle continues to voluntarily display the Nutri-Score logo (sweet corn, green peas, garden peas and green beans) and on its packaging in regions where it makes sense for consumers. frozen food (spinach, green beans, peas, butter beans, broccoli 2 Designed by the French national public health agency (Santé and cauliflower). Publique France), this logo informs consumers about the With its “no pesticide residue” ranges, Bonduelle has chosen to nutritional quality of the product on a scale using five colors and commit to results. The group has deployed a rigorous approach, five letters. Since its launch in France in 2017, several countries impacting its entire value chain and validated by a risk-based have decided to recommend its use: Belgium, Switzerland, analysis. This commitment requires working collaboratively with Germany, Spain, the Netherlands and Luxembourg. its farming partners and controls throughout the manufacturing In Germany, Austria, Switzerland, Belgium, Spain, Portugal, process to guarantee quality and traceability. France, Luxembourg, the Netherlands and Poland, Bonduelle Upstream, the agricultural model selects varieties and adapts voluntarily applies Nutri-Score nutritional labeling on the cultivation methods and treatments. Crop treatment decisions packaging of its Cassegrain® and Bonduelle® brand products. depend on factual observations and conclusions and the use of For the sake of overall consistency, in countries that do not allow active chemical substances is limited to what is strictly necessary the display of the Nutri-Score, Bonduelle nevertheless uses this (see 2.3.4.6 “Food quality and traceability”). standard and ensures that the products also meet the criteria This approach is already applied in several countries: France, for a score of A or B. In 2023-2024, 99% of branded products Italy, Hungary, Poland and Portugal. were evaluated as Nutri-Score A or B. Total volumes of “no pesticide residue” products sold represented 2.3.4.3.3 Reduction of additives nearly 12.5% in 2023-2024. Bonduelle has set itself the target of reducing additives in its products, until the complete elimination of controversial 2.3.4.4 A plant-rich offer meeting the additives by 2030. This ambition, beyond compliance with diverse needs of the flexitarian diet the list of legally authorized additives, is driven by the desire to support the food transition and consumer expectations. In 2.3.4.4.1 Understanding and supporting 2023, the group revised and harmonized the definition of its flexitarianism controversial additives. It relied on: In 2022-2023, Bonduelle carried out a study of flexitarian — the European Regulation on food additives(1); diets. The group wishes to assess with increasing precision the — the CODEX Alimentarius, a set of food standards and texts practices and needs associated with a flexitarian diet. published by the Food and Agriculture Organization of the A meta-analysis of existing reports and data and interviews United Nations (FAO) and the World Health Organization with stakeholders had previously revealed very diverse practices (WHO); around reduced meat consumption. The needs associated with — an additional reference bibliography, representing the these diets were shared with all business units who were able opinion of experts and the expectations of consumers. to co-construct group-wide targets to promote and support a more plant-rich diet. Bonduelle established an internal classification of additives according to two categories: Bonduelle regularly conducts research projects on consumer behavior, always from the food transition angle. — green additives are commonly used. Without controversy, they should be limited and their use could be banned by business units if local regulations or local consumer expectations require it; — red additives are controversial. They have been banned from new recipes for several years. (1) Regulation (EC) No. 1333/2008 of the European Parliament and of the Council of December 16, 2008. (2) Within the limit of quantification (< 0.01 ppm) for over 500 molecules tested (corn) and 300 molecules analyzed (salad). UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 91 2 COrpOratE sOCiaL rEspONsiBiLity Social 2.3.4.4.2 Product innovations: more vegetables In 2023-2024, 6% of Bonduelle’s marketed products were “plant- and pulses rich main dishes”, up from 5.6% in 2022-2023. Precise roadmaps In 2022-2023, Bonduelle set up a new organization for and targets will be worked on during 2024-2025 in order to help innovation. It is led by a group Innovation Manager, with more and more consumers turn to more plant-rich solutions. Innovation Managers in each business unit, and site project teams. Bonduelle identified its types of innovation in a mapping 2.3.4.5 Promoting the food transition process common to all of its business units. The group has drawn up an inventory of its innovations, and harmonized 2.3.4.5.1 Supporting professionals to inspire the definition and calculation of the number of innovations changes in food between its business units. To encourage all its stakeholders to adopt a more plant-rich diet, All the innovations contribute to the objectives of its Bonduelle is developing awareness and advocacy actions, both commitment #2 Develop a plant-rich offer, meeting the various internally and externally: needs of a flexitarian diet: — internally: to encourage employees to consume more plant- — more than 15% of sales achieved through innovations; rich food, a pilot program, Let’s green up, was launched; — 20% of sales achieved through plant-rich main dish meal — externally: the group has set up the “Greenology®” program for solutions by 2030. chefs (see below); and is committed to forging partnerships Bonduelle innovated this year with, among other things, pulse- with its retailer customers to promote plant-rich food in based recipes: stores. — in France, the launch of two new recipes in the “vegetables and Since 2019, Greenology® helps food service actors, whether cereals” range at Cassegrain and a new range of vegetables, independent, chains or professional caterers, to put plant- pulses and cereals from Bonduelle; rich food at the heart of their menus. Turnkey, online support presents plant-rich food basics, tutorial videos, veggie trends, — in the United States and France, Bonduelle is also expanding and gourmet recipes that are easy to prepare. Interested its snacks offering by expanding its range of prepared salads; professionals can also attend face-to-face Greenology® — in the Netherlands, the launch of four new varieties of dried Masterclasses with Bonduelle’s culinary advisors. pulses (black chickpeas, azuki, mung and pinto beans), Already deployed in several European countries today, this currently being developed in several European countries; program will be extended and deployed gradually in all regions — in collective catering, new pulse-based products made from where Bonduelle operates, by 2030. In 2023-2024, more than red lentils and red kidney beans have been introduced. 9,600 chefs were thus trained in more plant-rich cooking through nearly 1,200 workshops. 2.3.4.4.3 Plant-rich main dishes Since 2019, Bonduelle and Carrefour have also had a mutual In 2023-2024, Bonduelle specified in detail what constitutes commitment, the Food Transition Pact, to transform the a “main dish”. The group relied on its internal expertise and food system, offering healthy and planet-friendly products at on existing scientific publications. A “main dish” must make a affordable prices. By focusing on five priority issues (packaging, major contribution to a meal, by containing at least two of the biodiversity, healthier choices, healthier products, climate), following four food groups: this pact aims to contribute to the United Nations Sustainable — bread, cereals, rice and pasta; Development Goals. It also creates a platform for discussion and collaboration to share best practices and progress with — fruit and vegetables; consumers. — milk, yogurt and cheese; Bonduelle is also a member of the Steering Committee of — meat, poultry, fish, dried beans, eggs and nuts. this Pact, and led the “Field of meetings” initiative in 2023, organizing visits to partner farms to raise awareness among In 2023-2024, 17.7% of products marketed by Bonduelle were Carrefour consumers about sustainable agricultural practices “main dishes”. and the resulting production. Bonduelle also participates in the In 2023-2024, Bonduelle completed this work. The group has promotion of vegetarian recipes via “Veggie Monday” initiatives strictly defined “plant-rich” meal solutions, which must contain in-store and online to promote the transition to plant-rich food. at least 80% plant-based materials. It based this on available scientific and nutritional data, and in particular on the report of the EAT-Lancet Commission. 92 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social Using a positive approach, the group communicates widely in 2.3.4.6 Food quality and traceability this way to build new stories and change the way consumers look at plant-rich food. 2.3.4.6.1 Product control and traceability In 2023-2024, a total of 71.4% of the group’s 21 main countries(1) To ensure food safety, Bonduelle conducts an annual risk analysis undertook actions to help professionals inspire dietary changes. on its products and processes. The group identifies food safety In 2022-2023, 24% of all group countries were involved in this and compliance risks, including risks of fraud and malicious acts, way. assesses them, and takes appropriate measures relating to risk management. 2.3.4.5.2 Raising awareness of plant-rich food on websites and social networks To ensure the highest possible quality of its products, Bonduelle has implemented a quality management system and processes 2 Bonduelle designs monthly editorial and creative content, called in each of its business units, led by a Quality Department. Each in Europe Veggie Content, and rolled out in each country on business unit deploys a quality plan according to its technological websites and social networks – a program of inspiring content specifications (canned, frozen and fresh), the requirements of dedicated to plant-rich food and the food transition. The group its internal and external customers and stakeholders, and the aims to contribute to changing the eating habits of the many regulatory context specific to its various geographical locations. Europeans who don’t eat vegetables every day, and to help develop a “veggie culture” that showcases the modern, inspiring Bonduelle ensures its products are quality-controlled and and creative aspect of vegetables in all their forms. traceable. These practices enable a quick response whenever a quality issue is detected. These controls are rolled out at all of the A wide range of topics is published around three areas: group’s production facilities throughout the food production — Cook: publication of illustrated recipes with photos or videos; chain: — Cultivate: explanations of vegetable growing methods, field — crop control, according to the control plans defined with our regeneration, notions of permaculture and pollination, issues farming partners; surrounding the use of pesticides, etc.; — quality checks on incoming “plant-rich” raw materials and all — Explore: presentation of food trends around the world in an other supplies; educational way (flexitarianism, vegetarianism and veganism, — quality controls on the production lines; local and seasonal food, etc.). — final checks on products before shipping. In total, more than 400 pieces – in various formats – have been published since 2018 on websites and social networks Bonduelle has created a network of experts within the business in all European countries, particularly in France (under the units dedicated to the prevention of food safety risks. name Légumiz), in Italy (under the name Veggie Passion) and Bonduelle carries out dozens of quality controls throughout in Germany (under the name Gemüse4me) to promote the the product life cycle, from harvesting to storage. The group extraordinary creativity of vegetables. verifies in particular the freshness and organoleptic qualities of Bonduelle monitors the performance of this content in order to products, and their compliance with external expectations and measure its relevance and impact. internal requirements in terms of bacteriology, phytosanitary product residues and chemical and physical contaminants. The 2.3.4.5.3 Valuing the work of growers results of these control plans lead to continuous improvement and the quality of their production actions for each production facility: review of procedures and quality control plans, new investments or renewal of industrial In 2023-2024, Bonduelle took part in the National Agricultural equipment, etc. Days, of which it is a major sponsor. The objective of these days is to allow everyone to discuss with growers, to promote their Regarding food safety, as part of its microbiology monitoring profession and the quality of their production to consumers, plan, Bonduelle conducted 45,292 food safety analyses of room and value their contribution to food sovereignty in France. The temperature products and 19,782 in other product segments in 4th edition, which took place at a farming partner in the Somme, 2023-2024. welcomed more than 250 people in 2024: distributor partners, The traceability of all information is provided by the code on the growers, schools, customers and families. packaging. On it is found: field and growing conditions, harvest They all followed a journey of discovery of the plant cycle, and transformation date, plant preparation conditions and regenerative agriculture, and plant-rich food during workshops, storage conditions. meetings with growers, agronomists and chefs and gourmet tastings. (1) Austria, Azerbaijan, Belgium, Belarus, Czech Republic, Denmark, France, Germany, Hungary, Italy, Kazakhstan, Lithuania, Netherlands, Poland, Portugal, Romania, Russia, Slovakia, Spain, United States, Uzbekistan.v UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 93 2 COrpOratE sOCiaL rEspONsiBiLity Social With its raw material and packaging suppliers, Bonduelle In addition to internal audits, Bonduelle ensures that the deploys a quality approach similar to that of its sites: analysis quality of its manufacturing processes is validated by trusted of food safety and compliance risks, including risks of fraud and third parties. Bonduelle has a policy of specific certifications in malicious acts, monitoring assessment and plans, definition of the zones where it is located and based on customer requests audits and controls in accordance with results, monitoring of according to recognized standards, in particular by the GFSI improvement plans. (Global Food Safety Initiative), such as IFS and BRC. Thus, most agro-industrial sites have several certificates: 91% of Bonduelle’s production sites hold at least one type of certification and 100% are expected to be certified by 2025, thus guaranteeing product quality. 34 IFS and/or BRC sites IFS: International Food Standard – privately owned by the French Food Retail and Wholesale Federation (Fédération des entreprises du commerce et de la distribution, FCD) – and its German counterpart (HDE). The IFS evaluates food product suppliers focusing on product quality and safety. BRCGS = Brand Reputation Compliance Global Standard – private standards, owned by a group of Anglo- Saxon distributors, very similar to IFS. 3 FSSC 22000-certified SQF: Safety Quality Food – Private international standard owned by the Foundation for Food Safety facilities Certification, based on ISO 22000 and PAS 220 for food producers. 5 American SQF- certified facilities 20 organic agricultural According to current laws and regulations, production facilities are certified for the production of organic facilities products. 2.3.4.6.2 Manufacturing processes that are as close 2.3.4.6.3 Quality of ingredient purchasing as possible to nature Bonduelle mainly sources its vegetables from its farming Bonduelle has designed its manufacturing processes so that the partners. Together, they form a partnership covering product vegetables that arrive on the consumer’s plate are as close as quality in particular (see 2.3.4.2 “The Agro roadmap for healthy possible to those that would be eaten in the field. and sustainable food”). To preserve the nutritional and taste qualities of room Bonduelle also buys a minority share of its vegetables from other temperature and frozen vegetables, only a few hours elapse market players (10.3% in equivalent surface area), and sources between harvesting vegetables and processing them in the its ingredients from specialized retailers. With these suppliers, plant. Next, the process of transforming raw materials preserves Bonduelle implements an approach to ensure the quality and their natural characteristics as much as possible: safety of finished products. — sorting, washing, peeling and preparation: the vegetables are Bonduelle approves its suppliers and validates the vegetables sorted, washed, and peeled mechanically or using steam. For and ingredients purchased. The local or business unit Purchasing frozen and room temperature products, the vegetables are and Quality Departments check their regulatory guarantees, then water- or steam-blanched to preserve their qualities: labeling information (ingredients, allergens, nutritional values), taste, color and texture; the control of their microbiological, physical and chemical — vegetable preservation methods: frozen vegetables are risks, etc. The plants can thus obtain supplies in complete safety. preserved by cold at freezing process temperatures of -30°C, Bonduelle monitors the quality of supplies. The local or business then stored at -18°C; fresh cut salads and salads in trays are unit Purchasing and Quality Departments, or those of their prepared and stored at +1°C to +4°C; canned vegetables external service providers, conduct traceability tests, assessment are preserved solely by heating for just a few minutes at plans, audits and analyses if necessary. These controls, carried temperatures of around 120°C in sealed packaging, then out regularly according to the level of risk, may lead to corrective stored at room temperature. action plans. In each country where Bonduelle operates, there is a department dedicated to consumer satisfaction. In the BEAM and BFE France business units, one person is dedicated to processing consumer complaints with the help of an external service provider. The contact details of the Customer Service Department are printed on each product. 94 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Social 2.3.4.6.4 Quality and traceability indicators monitored Quality Indicators 2020-2021 2021-2022 2022-2023 2023-2024 Security analyses Number of tests conducted on fresh, prepared ready-to-eat and frozen product categories 36,750 39,659 18,684 19,782 Number of tests conducted on the canned products category 48,427 56,369 46,264 45,292 Certified facilities 2 Number of ISO 9001-certified facilities 2 0(1) 0 0 Number of ISO 22000-certified facilities 3 0(1) 0 0 Number of IFS-certified facilities 19 21 21 21 Number of FSSC-22000 certified facilities 6 8 4 3 Number of BRC-certified facilities 16 18 13 13 Number of SQF-certified facilities 8 9 4 5 Number of facilities certified “organic” 23 27 22 20 Number of days of system or product audits carried out by certification bodies, authorities or customers 380 360 308 310 Customer services 1 Customer Services Department operates in each country Purchases of processed fruit and vegetables (excluding BFA) Number of suppliers (excluding partner vegetable producers) who have signed the Simplified agronomic charter 120 179 201 182 Percentage of suppliers (excluding partner vegetable producers) who have signed the simplified agronomic charter 42% 45% 68% 49% Percentage of suppliers audited 16% 13% 12% 10% Percentage of suppliers evaluated 100% 77% 82% 69% (1) In 2021-2022, sites previously certified ISO 9001 and ISO 22000 were certified BRC, IFS and FSSC 22000. Details of indicators Number of tests conducted on fresh, prepared ready-to-eat and frozen vegetable product categories: product testing for listeria monocytogenes. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 95 2 COrpOratE sOCiaL rEspONsiBiLity Governance 2.4 Governance 2.4.1 Animal welfare Few Bonduelle products contain ingredients of animal origin. In 2023-2024, progress made on Bonduelle’s commitments Nevertheless, the group is sensitive to animal welfare. It with regard to the ECC criteria were as follows: recognizes the Five Freedoms of animals: — stocking density 30 kg/m2: 0%; — not suffer from hunger or thirst; — hybrids: 0%; — not suffer from discomfort; — natural light: 40%; — not suffer from pain, injury or illness; — enrichment: 40%; — be able to express the natural behaviors specific to the species; — controlled atmosphere stunning: 50%; — not feel fear or distress. — external audit: 30%. In the United States, Bonduelle has included an animal welfare In Europe, the prepared ready to eat vegetable salads in clause in its agreements with suppliers. It states that Bonduelle question are made from chickens whose high-quality diet believes in the respectful treatment of animals and expects prohibits animal meal and growth hormones, in accordance from its suppliers practices that promote animal welfare in with regulations. Breeders are committed to the continuous compliance with industry laws and guidelines. Like the rest of improvement of breeding conditions. the plant-rich food industry, the group does not carry out any testing on animals. In the United States, Bonduelle promotes compliance with the guidelines National Chicken Council for broilers, and continues its efforts to reduce land use, water consumption, GHG Monitoring of broiler suppliers emissions, the use of fossil resources and particulate emissions. For broilers, Bonduelle relies on the ECC (European Chicken Commitment) guidelines(1) and its six criteria: Monitoring suppliers of egg-laying poultry — implement a maximum stocking density of 30 kg/m2; (eggs and egg products) — use breeds for which animal welfare is proven; In Europe, Bonduelle is also committed in respect of eggs and — comply with higher standards with regard to the environment egg products, a very small part of its ingredients: 100% of eggs of the chickens, including natural light, supplemented if and egg products will be guaranteed “not farmed in cages” in necessary to achieve at least 50 lux of light intensity; 2025. In 2023-2024, the volume of purchases of egg products from alternative farms was nearly 35%. — install at least two meters of usable perches and two substrates to peck per 1,000 birds; — adopt controlled atmosphere stunning; — ensure compliance with the above requirements through an independent audit procedure and the publication of an annual advancement reporting. Bonduelle monitors the progress of its suppliers on these six criteria and hopes that by 2026, if the poultry sector and sanitary conditions allow, 100% of chickens will meet the standards of the European Chicken Commitment in Europe. (1) https://betterchickencommitment.com/eu/policy/ 96 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Governance 2.4.2 Ethics and vigilance 2.4.2.1 Ethical business approach covers various daily topics, such as corruption and influence peddling, facilitation payments, gifts and invitations, patronage The purpose of “Promoting the transition to plant-rich food to and sponsorship, conflicts of interest, lobbying actions, as well as contribute to human well-being and preserve planet health” access to the whistleblowing system. means investing to defend social, societal and environmental commitments, and broadly speaking, in a business ethics All employees have been required to comply with this document approach. since 2018; the employee representative bodies have been or 2 are consulted in accordance with the applicable regulations, The Bonduelle Group implements programs and measures to including when it was revised during fiscal year 2022-2023. It is promote an ethical business approach. Through its commitment translated into all of the group’s usual languages for adoption to achieving the B Corp label, the group is continually seeking to by all employees. The full text is available on the website www. improve its programs. bonduelle.com. 2.4.2.1.1 Bonduelle Group commitments Sharing Bonduelle’s ethical culture with employees The Bonduelle Group’s commitment to business ethics involves, In the B&Co intranet, a dedicated section called “Ethics and in addition to a determination to comply with laws and Bonduelle”, provides access to ethical principles and reminds regulations, the definition of strong values and a commitment all employees of their importance for the group. This section from Executive Management(1), as well as membership of makes it easier for each employee to understand the tools that leading international programs and the provision of guides and may assist them in implementing ethics in their daily activities. tools to assist decision-making. It gathers all the documents together in one space and explains all the codes, charters and procedures that constitute the corpus Bonduelle Group ethics charter of rules and principles that employees need to be familiar with A cornerstone of its ethics approach since 2012, the ethics and apply. charter, which was last revised in 2022-2023, expresses the Bonduelle Group’s ambition to inspire each employee, as On site www.bonduelle.com, a page entitled “Our ethics and well as its stakeholders. Through this charter, Bonduelle is anti-corruption approach” presents the Bonduelle Group’s ethics establishing its credentials as a responsible corporate citizen, a approach, the associated documents and its whistleblowing people-minded and trustworthy company. In doing so, as part system. When the ethics charter and the Guide to preventing of a process of improvement, Bonduelle intends to defend and corruption and influence peddling was updated, the Bonduelle promote its values: People-minded, Trust, Openness, Simplicity, Group published a video for employees, aimed at giving Integrity, Fairness and Excellence. meaning to the group’s business ethics approach. The latter presents Bonduelle’s four compliance programs, the notion of This charter adds to the legal and regulatory framework with business ethics, the related documents and reminders of access which the group must comply with the aims of the controlling to the whistleblowing system. family Shareholder and its seven values. It is the common framework for the entire group. Bonduelle wants its stakeholders During fiscal year 2023-2024, several communications were to apply standards equivalent to those set out in the charter. It made, in particular on the occasion of the international days is translated into all of the group’s usual languages so that each for the fight against corruption, the protection of personal data employee can read and understand it. and the protection of whistleblowers, via the intranet. These communications make it possible to raise employee awareness The full text is available on the website www.bonduelle.com. at various times of the year on these business ethics issues. Guide to preventing corruption and influence peddling Management commitment The Bonduelle Group has a Guide to preventing corruption and The Bonduelle Group’s governance enables the implementation influence peddling. and monitoring of the four compliance programs: This guide presents the right behaviors and reflexes to adopt — anti-corruption program; to embody the group’s purpose and achieve the objective of becoming a positive impact company. It sets individual and — vigilance plan; collective expectations of employees and stakeholders to — program on competition law compliance; effectively combat corruption and influence peddling. This guide — personal data protection program. (1) See https://www.bonduelle.com/en/group/our-strategy/; please note that the website is not part of this universal registration document. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 97 2 COrpOratE sOCiaL rEspONsiBiLity Governance A review of the various programs, based on the defined roadmap, – a scoring to assess stakeholders has been put in place and guidelines is presented to Executive Management annually and takes into account several criteria, including some with the aim of continuously improving them and better specific to corruption (see 2.4.2.2.2). This scoring has a managing the associated risks. process and governance to help decide whether or not Various committees, composed of experts depending on the to enter into a relationship with the stakeholder, given program, are also set up. They ensure the defined action plan is the risks. Moreover, a process has been put in place implemented and the coordination of the various programs at enabling operational staff to include specific clauses and group and local level. It meets at least twice a year. provisions in contracts, taking into account Bonduelle’s standards in terms of business ethics and, in particular, The Bonduelle Group’s governance bodies are regularly corruption. informed of the programs, policies and measures implemented and their results. Lastly, it should be noted that the Bonduelle Group has not been subject to any convictions for corruption, 2.4.2.1.2 Anti-corruption program b. detection: In accordance with French Law No. 2016-1691 of December 9, – the whistleblowing system makes it possible to collect 2016 on transparency, the fight against corruption and the alerts from employees or stakeholders (see 2.4.2.2.4), modernization of economic life, known as the “Sapin II Law”, Bonduelle has a compliance program targeting corruption and – internal and external accounting control procedures are influence peddling. aimed at ensuring that the books, records and accounts are not used to conceal corruption or influence peddling. This program makes it possible to prevent and detect the At the same time, the Internal Audit Department carries occurrence, in France and abroad, of acts of corruption and out controls on the application of procedures related to influence peddling and take action, where necessary. It applies the anti-corruption program, to all companies and employees within the Bonduelle Group. c. remediation: The anti-corruption system is divided into three pillars, which are themselves divided into several areas: – a system for managing and monitoring any shortcomings observed in the implementation of procedures is in — Management's commitment, which is reflected in particular place, in the definition of strategic guidelines in this area, the validation of action plans and the reports made to the various – a disciplinary sanction system provides for penalties for group bodies; non-compliance by employees with the rules set out in the Guide to preventing corruption and influence — group risk mapping, which is conducted by the group’s peddling. Internal Audit Department and Legal Department in consultation with the group’s operating departments, 2.4.2.1.3 Competition law compliance program business units and support functions; The Bonduelle Group has offered e-learning on the main — risk management, which is carried out in different ways: principles of competition law for a number of years. It is intended a. prevention: primarily for employees who have access to confidential information in order to refine their knowledge, strengthen – the expectations and behaviors to adopt to combat their vigilance, and give them the ability to adopt compliant corruption and influence peddling are described in the behavior and report inappropriate behavior in a proper way. Guide to preventing corruption and influence peddling Reminder campaigns are carried out every three years for all (see 2.4.2.1.1), employees covered by this training, it being specified that the – the training system enables employees most exposed new employees concerned must take this training from the first to risks of corruption and influence peddling to better months of their arrival. understand these risks. An e-learning was rolled out in previous years, enabling all employees with an e-mail address to follow it, with a target of 80% of employees concerned trained, achieved during the previous year. During this fiscal year, specific in-person training was provided to those exposed, 98 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Governance 2.4.2.2 Vigilance plan The group has therefore specifically mapped the risks for both Bonduelle and its stakeholders, as required under the duty of care. Through its mission: “To inspire the transition toward a plant-rich diet to contribute to people’s well-being and planet health” and Methodology its ambition to become a positive impact group, Bonduelle is To construct the vigilance map, the following were studied: the fully aware of its social, societal and environmental responsibility. risks intrinsic to the countries in which Bonduelle operates, the First stage agricultural processing is closely associated with the risks of the group’s activities in these countries and supplier risk, ability to protect soil and biodiversity, the quality of plant-rich risks identified by certain NPOs and specific to the agro-industry production and of the processed products. sector. Bonduelle fosters a risk-aware culture, including the risks of Analysis of the intrinsic risks of the countries where human rights abuses, infringements of fundamental freedoms, Bonduelle operates 2 harm to the health and safety of people and the risk of For each country where Bonduelle operates, the volume environmental damage, in accordance with French Law No. 2017- of activity was recorded and cross-referenced against the 399 of March 27, 2017 on the duty of care for parent companies evaluation of the country according to the following three and contracting companies (hereafter the “duty of care”). indicators: This vigilance approach is based on the core values and — the Environmental Performance Index (EPI), produced jointly documents that form the framework for the group’s activities: by the Universities of Yale and Columbia in collaboration with Shareholder objectives, values, but also the ethics charter, the World Economic Forum, assesses the ability of countries membership of the United Nations Global Compact, the CSR to implement effective environmental policies; approach, the agronomic sourcing charter and the procedure for evaluating the CSR performance of its suppliers with EcoVadis — the Human Development Index, produced by the United and more broadly the group’s ethical business approach. Nations Development Program (UNDP) assesses the rate of human development in countries; Bonduelle applies a vigilance plan, the implementation of which involves all employees in a continuous improvement — the Kids Rights Index, produced by the Kids Rights Foundation process. It formalizes the methods adopted by the Bonduelle in cooperation with Erasmus University Rotterdam, ranks Group, as well as setting out reasonable vigilance measures to countries based on their child protection measures. identify risks and prevent serious violations of human rights and Risk assessment of Bonduelle’s activities in these fundamental freedoms on the health and safety of individuals countries and on the environment. In accordance with Article L. 225-102- The Bonduelle Group has identified the CSR risks associated 4 of the French Commercial Code, an annual report on the with the group’s three main activities (Agriculture, Agro- implementation of the vigilance plan follows its presentation. Industry, Transport) using reference sources such as EcoVadis, 2.4.2.2.1 Vigilance risk mapping the World Economic Forum, the World Bank, UNICEF, CCFD – Terre solidaire and Sherpa. Then, the group selected and ranked Bonduelle is faced with a range of risks, some of which fall within the risks according to the following criteria: impact of the risk the scope of the duty of care and are presented in Section 4.2 on human rights, fundamental freedoms, health and safety “Risk factors”. In addition, some risks specific to the duty of care of people, the environment and the probability of such an are included in the description of extra-financial risks (see 2.5 event occurring through its activities and those of its suppliers “Extra-financial performance statement”). and subcontractors with whom it has an established business relationship. The criticality presented is the product of the impact and the probability. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 99 2 COrpOratE sOCiaL rEspONsiBiLity Governance The risks presented below are ranked and prioritized in order of criticality: Negative Risk description Category of risks Risk factors Criticality impact Probability and management Environmental and human rights Water hoarding Medium High Medium 2.2.2 abuses 2.2.3 Health and safety violations Lack of sanitary quality Medium Medium Medium 2.3.4.5 of products Environmental and human rights Soil and land depletion Medium Medium Medium 2.2.3 abuses Environmental damage Water pollution Medium Medium Medium 2.2.2.2 Environmental damage and Health Use of pesticides Medium Medium Low 2.2.3 and safety violations Environmental damage and Health Use of chemicals Medium Medium Low 2.3.1.5.1 and safety violations Health and safety violations Health and safety of Low Medium Low 2.4.2 employees and stakeholders Environmental damage Influence on climate change Low Low Low 2.2.1 Environmental damage and Health Treatment and management Low Low Low 2.2.4.3.3 and safety violations of hazardous waste Analysis of the Bonduelle Group’s supplier risks — incorporating risks specific to the agro-industrial sector, Carried out in partnership with EcoVadis, this mapping exercise as presented by CCFD-Terre solidaire. The BELL, BFE and involved six steps: BEAM business units are committed to this approach. BFA has adopted this approach by carrying out its supplier risk — producing a list of 82 purchasing sub-categories from a list analyzes (see 2.3.2.1 “Responsible purchasing”). Based on this of 190 categories supplied by Bonduelle representing all of risk analysis, the most at-risk suppliers are identified for an its purchasing activities. Establishment of a list of around evaluation of their CSR performance (see Section 2.4.2.2.2 13,000 suppliers corresponding to these 82 purchasing sub- “Procedures for evaluating subcontractors and suppliers” categories. The volume of purchases is also part of the criteria below). for each purchasing category; The mapping of risks related to the duty of care is reviewed — assessing the CSR risk of each purchasing sub-category annually, jointly with the CSR, Legal and Internal Audit using the EcoVadis questionnaire, based on 21 criteria covering Departments. They thus ensure the relevance of the risks four themes: environment, social, ethics, purchasing; identified and their ranking. If necessary, adjustments are — incorporating “observed risk”: observed risks recorded in the carried out. EcoVadis databases; The last full update was carried out during fiscal year 2021-2022. — incorporating country risk. In order to evaluate country risk, EcoVadis draws on the following sources: UNICEF, UNDP, 2.4.2.2.2 Procedures for evaluating subcontractors, World Bank, WHO, FAO, IEA, universities (e.g. Yale), NGOs (e.g. suppliers and subsidiaries Transparency International); Fair treatment of stakeholders — incorporating “sourcing risk”, associated with Bonduelle’s Relationships with stakeholders (suppliers, subcontractors, specific issues, based on three criteria: purchasing volumes, service providers, customers, etc.) are essential for the group’s criticality, brand exposure. The group has set itself the objective sustainability, its development and compliance with its business of evaluating its main suppliers (purchasing volumes) and ethics commitments. those with a high CSR risk score; Bonduelle wants its business relationships to be based on the principles of loyalty, fairness, impartiality and vigilance. 100 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Governance Bonduelle has set up a scoring system, making it possible to — based on the agronomic sourcing charter, an established assess each stakeholder as soon as they enter into a relationship process makes it possible to assess this strategic category of with the group, then once a year, making it possible to monitor suppliers and deploy appropriate risk mitigation or actions or the risk over time. This scoring is based on various criteria, such prevent serious harm; as the sector of activity, the country of registration and invoicing, — since 2016-2017, Bonduelle has been rolling out a plan for the currency used and the volume of business budgeted for EcoVadis to assess the CSR approach and performance of business and commercial relationships. These criteria are suppliers (see 2.3.2.1 “Responsible purchasing”). Bonduelle themselves weighted by indices, such as the Global Peace Group subsidiaries are included within the scope of the Index or the Corruption Perception Index. Depending on the EcoVadis implementation plan for the assessment of their results of the scoring, the business or commercial relationship suppliers. They are gradually implementing the responsible is considered to be low, moderate or high risk. In the event 2 purchasing and monitoring policies and are assessed on of a moderate or high score, related governance makes it the basis of their CSR performance as part of the group’s possible to decide whether to establish a relationship and the reporting. associated action plans to reduce the risk, or prohibit entering into a relationship with the stakeholder. Currently, this scoring is Better knowledge to act, train employees in the duty of care used for all suppliers and service providers, as well as for certain During fiscal year 2023-2024, the Bonduelle Group trained customers located in countries considered to be at risk. It is certain employees exposed to business ethics risks, including the designed to be used for all customers eventually. duty of care, in person. This training revised the fundamentals In addition, other measures are taken to prevent and mitigate in this area and the processes to be applied within the group. stakeholder risk: In addition, memos and reminders are regularly posted on the group’s intranet to raise employee awareness of these issues. — specific model contractual clauses are proposed, in the Lastly, an awareness-raising video was rolled out during the event of non-compliance with measures, which may lead to previous fiscal year and is accessible to all employees, in all the termination of the contract; group’s usual languages. Summary of procedures The table below summarizes the procedures for evaluating subsidiaries, subcontractors and suppliers and any future actions: Human rights and fundamental Scope of the evaluation freedoms Environment Health and safety of people Subsidiaries CSR reporting Internal audit of production sites Subcontractors and Assessing suppliers using the EcoVadis platform (Europe and International sourcing) suppliers Mapping supplier risks (Europe and International sourcing) Ingredient quality analysis Scoring to assess stakeholders Insertion of specific contractual clauses Growers Agronomic sourcing charter (see 2.3.2.4.1) signed by the farming partners Oversight by the field supervisor of compliance with the agronomic sourcing charter and regulations by farming partners Quality control of vegetables entering industrial plants Scoring to assess stakeholders The Internal Audit Department is involved in ensuring that the compliance program is implemented. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 101 2 COrpOratE sOCiaL rEspONsiBiLity Governance 2.4.2.2.3 Appropriate risk mitigation or prevention actions The table below summarizes the targeted risk mitigation and prevention measures implemented by Bonduelle: Human rights and fundamental Scope of actions freedoms Environment Health and safety of people Subsidiaries Human resources policy (see Climate mitigation and Policy of zero work accidents 2.3.1.2) adaptation policy (see 2.2.1) (see 2.3.1.6.8) Communication on the business Water pollution management Product quality and nutrition ethics approach, including the (2.2.2) policy (see 2.3.4.3.2) ethics charter and the Guide Biodiversity and ecosystem Louis Bonduelle Foundation to preventing corruption and policy (2.2.3) (see 2.3.3.2) influence peddling (2.4.2.1) Circular economy policy (2.2.4) Ethics charter (see 2.4.2.1) specifying in particular obligations to prevent risks related to the duty of care Guide to preventing corruption and influence peddling (see 2.4.2.1.1) Continuous improvement of our CSR reporting with external audits (see 2.6) Commitments to local communities (see 2.3.1.2.4) Subcontractors and Ethics charter (see 2.4.2.1) suppliers Responsible purchasing policy (see 2.3.2.1) Specific contractual clauses inserted in contracts, requiring stakeholders to comply with several elements, including identifying serious violations of human rights, fundamental freedoms, health and safety of people and the environment Growers See Bonduelle’s Agro roadmap (2.2.3.2.1) See relations with growers (2.3.2.4) 2.4.2.2.4 Whistleblowing system The Bonduelle Group’s stakeholders are informed of the The Bonduelle Group has a whistleblowing system that meets existence of this whistleblowing system in the context of their legal and regulatory obligations. contractual relations and through the “Submit an alert” page at www.bonduelle.com, which gives them access to the internet An internet platform maintained and hosted by an external platform(1). service provider enables all Bonduelle Group employees, as well as all its stakeholders (suppliers, subcontractors, customers, etc.) So that everyone can know the procedure to be followed and to confidentially and anonymously issue an alert if the the conditions to be respected when filing an alert, a procedure whistleblower so wishes. In addition to this platform, employees is attached to this alert system and available to all. It specifies have traditional channels such as managerial channels or the way in which whistleblower protection is guaranteed(2) and through human resources for whistleblowing alerts. In addition, how alerts are processed. the BFA business unit for historical and cultural reasons also has For the processing of alerts, collegial and impartial governance, a specific telephone whistleblowing platform. composed of experts and completely unrelated to the Employees are informed of the existence of this whistleblowing management chain related to the incident, has been set up. A system in several ways: an awareness-raising video on business dedicated procedure for investigations also exists for the people ethics has been shared and explains this system, posters have called upon to deal with the whistleblowing. been displayed at premises, giving employees easy access to it, During fiscal year 2023-2024, Bonduelle identified nine alerts and the procedures are available on the group’s intranet and related to business ethics. These were handled according to the platform. The whistleblowing system is also mentioned in the whistleblowing and investigation procedures. ethics charter and the Guide to preventing corruption and influence peddling. Reminders are also given during business ethics training. Lastly, communications may be made during the year, particularly during international business ethics days. 1) https://bonduelle.whispli.com/alert?locale=en (2) In accordance with Directive (EU) 2019/1937. 102 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Governance 2.4.2.2.5 Monitoring procedure The table below shows the monitoring indicators for actions already implemented: Scope of monitoring Human rights and fundamental procedure freedoms Environment Health and safety of people Subsidiaries Social dialog policy (see 2.3.1.6.3) Climate mitigation and Frequency rate of work-related and respect for human rights adaptation policy (see 2.2.1) accidents (see 2.3.1.6.8) (see 2.4.2.2.1) Management of water from pollution (2.2.2) Biodiversity and ecosystem 2 policy (2.2.3) Circular economy policy (2.2.4) Evaluation of progress towards CSR targets by the GELT Monitoring the implementation of HR procedures and proper communication of ethical principles to employees Testing the technical functionality of the alert website Auditing staff compliance with third-party evaluation procedures Subcontractors and Number of suppliers assessed by the EcoVadis platform suppliers (see 2.3.2.2) Number of stakeholders assessed on the basis of scoring Number of suppliers having received the Guide to preventing corruption and influence peddling (formerly known as the “Supplier Code of Conduct”) Growers Proportion of growers having signed the agronomic sourcing charter (see 2.3.2.6) Proportion of farming partners having received the Guide to preventing corruption and influence peddling (formerly known as the “Supplier Code of Conduct”) 2.4.2.2.6 Report on the implementation of the vigilance plan in 2023-2024 Procedures for the regular evaluation of subsidiaries Procedure for monitoring and evaluating As part of the Internal Audit Department’s audit plan and the the effectiveness of the measures implemented work of the Legal and Compliance Department, the following Since the last universal registration document, the vigilance elements were subject to targeted controls: plan and, more generally, the issues inherent in business ethics, — verification of the information given to employees concerning have been presented to Bonduelle SCA’s Supervisory Board. the whistleblowing system and the Guide to preventing An assessment and action plans were presented to Executive corruption and influence peddling; Management during the fiscal year. — verification of the implementation of contractual clauses and The Compliance Steering Committee has met twice since the the application of group policies and procedures through last universal registration document to discuss business ethics, targeted controls. including the vigilance plan. The monitoring actions focused on the following points: Procedures for evaluating subcontractors or suppliers At the end of 2023-2024, the group had assessed 256 suppliers — monitoring of the implementation of and compliance with through EcoVadis. the third-party assessment process; In addition, 15,770 suppliers had been assessed on the basis of — updating of mandatory contractual documents, including the scoring set up. clauses on business ethics; Appropriate actions to mitigate risks or prevent serious harm — construction of an e-learning dedicated to the duty of care, which will be rolled out at a later date; The contractual clauses are inserted in contracts to express Bonduelle’s commitments and require equivalent commitments — monitoring and assistance in the management of whistleblowing. from its partners and suppliers. The Guide to preventing corruption and influence peddling and the ethics charter are provided by the Purchasing Departments of the four Bonduelle Group business units. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 103 2 COrpOratE sOCiaL rEspONsiBiLity Governance 2.4.3 Participation in industry trade associations As a significant player in its sector, Bonduelle is active within Nouvelle-Aquitaine), CTCPA (Agri-food Technical Center), professional bodies to contribute its expertise and defend its ECOPAR (Company for the Promotion of Eco-Packaging), interests and those of its colleagues and farming partners. The ETF (Trade Union of Fresh Prepared Ready to Eat Product group is involved in inter-professional bodies and federations Companies), FIAC (French federation of canned food and with governmental organizations in the countries where industries), GECO FoodService (Association of suppliers to the it is present. Around one hundred of the group’s employees out-of-home consumption markets), SVFPE (Trade Union of are involved in professional bodies. The Bonduelle Group does Manufacturers of Fresh Ready-to-Use Plant-Based Products), not seek the support of external professionals to represent its ILEC (Consumer Goods-Companies Liaison Institute), IDC interests and did not fund any political party in 2023-2024. In (Chamber of Commerce), UNILET (National Interprofessional 2023-2024, Bonduelle Group employees, as representatives Union of Processed Vegetables), UPPIA (Interprofessional of the Company, were involved in the governance of some Union for the Promotion of Canned Food Industries); 30 professional organizations around the world. They have thus — in Italy: Centromarque, Filiera Italia, UIF (Unione Italiana Food) served as President, Vice-President or director, in particular: – Gruppo “IV Gamma” (group of fresh, washed, packaged and — in Germany: CCFA (Franco-German Chamber of Commerce), ready-to-eat fruit and vegetable companies within the Italian Kulinaria, Markenverband; Association of Food Industries); — in the United States: California Leafy Green Marketing — in Hungary: Agrárkamara (Hungarian Chamber of Agronomy), Association (LGMA); FÉSZ (Association of Hungarian Food Industries), FRUITVEB — in France: PACT’ALIM – French food SMEs and mid-caps (Hungarian Association of the Fruit and Vegetable Sector), (formerly ADEPALE (Association of Food-Processing MHKSz – Magyar Hütö és Konzervipari Szövetség (Hungarian Companies)), ANICC (National Interprofessional Mushroom Association of Freezing Process and Packing Food Companies); Association), ANIFELT (National Interprofessional Association — at Community level (European Union): AETMD (European for Processed Fruit and Vegetables), ARIA AURA (Association Association of Sweet Corn Processors) and PROFEL (European of Agri-food Industries in Auvergne Rhône-Alpes), ARIA Organization of Fruit and Vegetable Processing Industries). Nouvelle-Aquitaine (Association of Agri-food Industries in 104 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Extra-financial performance statement 2.5 Extra-financial performance statement Table cross-referencing EFPS items The group’s business model is presented in Sections 1.1 “Profile”, The main social and environmental risks associated with the 1.5 “Strategy to become a company combining financial Company’s business, as well as the method used to identify and performance and positive impact” and 2.7.1 “Organizational prioritize such risks, are presented in Section 4.2 “Risk factors”. structure of the Bonduelle Group”. 2 Main CSR risks Policies, due diligence and performance indicators Section Accidents at work Policies and procedures: Occupational health and safety 2.4.2.2 Indicators: Human resources 2.3.1.6.2 1 frequency of work-related accidents 2.3.1.6.8 1 work-related accident severity rate Soil and ecosystem Policies and diligence: the Agro roadmap, our impact agronomic strategy 2.2.3.2 depletion Indicators: Agronomy 2.2.3.3.2 1 % of growers engaged in regenerative agriculture 1 % of cultivated areas with a pollinator protection plan 1 % of producers and suppliers with environmental certification aligned with the requirements of the Agro roadmap 1 % of Bonduelle cultivated area on which at least one alternative method to synthetic pesticides is used 1 % of Bonduelle cultivated irrigable area on which irrigation is managed through decision support tool 1 % of Bonduelle cultivated area on which nitrogen fertilization is reasonable Climate variability Policies and due diligence: Contributing to carbon neutrality & Better industrial 2.2.1.1 plants for the planet 2.2.1.4.5 Indicators: Carbon and industrial environment 2.2.1.7 1 global greenhouse gas emissions 2.2.1.6 1 percentage reduction in greenhouse gas emissions 2.2.2.1 1 energy and water consumed per tonne of manufactured product 1 number of ISO 50001-certified facilities across Europe 1 share of alternative energy in Bonduelle’s energy mix Product shortages Policies and due diligence: Food quality and traceability 2.3.4.6 Indicators: Quality 2.3.4.6.4 1 number of food safety tests on canned goods, frozen, fresh or prepared ready-to- eat vegetables 1 proportion of Bonduelle sites with at least one certification 1 number of facilities certified for the production of organic products 1 number of audit days completed by external bodies in Bonduelle plants 1 proportion of industrial partner suppliers of finished products audited on their performance and compliance with their product quality commitments Conviction for anti- Policies and due diligence: the risk of conviction for anti-competitive practices 2.4.2.1.3 competitive practices is dealt with under the group’s ethical approach. Policy and due diligence are presented in Section 2.4.2 “Ethics and vigilance”. Indicators: 1 Number of employees trained in the main principles of competition law Tax evasion has not been identified as a major risk due to the measures already in place within the Company. Other legal information required under the EFPS (energy/climate, circular economy, food waste, etc.) is dealt with in Chapter 2 of the universal registration document. The cross-reference table provided in Section 2.7 allows the reader to locate the specific elements related to the EFPS within Chapter 2. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 105 2 COrpOratE sOCiaL rEspONsiBiLity Report of the independent third party 2.6 Report of the independent third party For the fiscal year ended June 30, 2024 Responsibility of the Company To the Shareholders’ Meeting of Bonduelle, Management is responsible for: In our capacity as Statutory Auditor of Bonduelle (hereinafter the — selecting or determining the appropriate criteria for the “Company”), appointed as independent third party (“third party”) preparation of the Information; and accredited by the COFRAC French Accreditation Committee, under number 3-1886, scope available at www.cofrac.fr), we have — drawing up a Statement pursuant to legal and regulatory conducted procedures to express a limited assurance conclusion provisions, including a presentation of the business model, a on the historical information (observed or extrapolated) in the description of the main extra-financial risks, a presentation of consolidated extra-financial performance statement, prepared the policies implemented with respect to these risks as well in accordance with the Company’s procedures (hereinafter the as the outcomes of these policies, including KPIs and the “Guidelines”), for the fiscal year ended June 30, 2024 (hereinafter information set-out in Article 8 of Regulation (EU) 2020/852 the “Information” and the “Statement”, respectively), presented (green taxonomy); in the group management report pursuant to the legal and — preparing the Statement by applying the Company’s regulatory provisions of Articles L. 225-102-1, R. 225-105 and Guidelines as referred to above; R. 225-105-1 of the French Commercial Code. — implementing such internal control as it determines is necessary to enable the preparation of Information that is free Conclusion from material misstatement, whether due to fraud or error. Based on our procedures as described in the Section “Nature The Statement has been prepared by applying the Company’s and scope of procedures” and the evidence we have obtained, no Guidelines as referred to above. material misstatements have come to our attention that cause us to believe that the extra-financial performance statement does not comply with the applicable regulatory provisions and Responsibility of the Statutory Auditor that the Information, taken as a whole, is not fairly presented in appointed as independent third party accordance with the Guidelines. Based on our work, our responsibility is to express a limited assurance conclusion on: Preparation of the Statement — the compliance of the Statement with the requirements of Article R. 225-105 of the French Commercial Code; The absence of a generally accepted and commonly used reference framework or established practices on which to base — the fairness of the information provided pursuant to part 3 the assessment and measurement of the Information enables of sections I and II of Article R. 225-105 of the French the use of different but acceptable measurement techniques Commercial Code, i.e. the outcomes of policies, including that may impact comparability between entities and over time. KPIs, and measures relating to the main risks, hereinafter the “Information.” Accordingly, the Information must be read and interpreted with reference to the Guidelines, summarized in the Statement and As it is our responsibility to issue an independent conclusion available on request from its registered office. on the information prepared by the Executive Management, we are not authorized to participate in the preparation of the Information, as this could compromise our independence. Limits inherent in the preparation of the Information It is not our responsibility to provide a conclusion on: — the Company’s compliance with other applicable legal The Information may be subject to uncertainty inherent in the and regulatory provisions (particularly with regard to the state of scientific and economic knowledge and the quality of information set-out in Article 8 of Regulation (EU) 2020/852 external data used. Some information is sensitive to the choice (Green taxonomy), the fight against corruption and tax of methodology and the assumptions or estimates used for its evasion; preparation and presented in the Statement. — the fairness of information set-out in Article 8 of Regulation (EU) 2020/852 (green taxonomy); — the compliance of products and services with the applicable regulations. 106 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Report of the independent third party Applicable regulatory provisions against corruption and tax evasion and includes, where and professional guidance applicable, an explanation of the reasons justifying the absence of information required by the second paragraph Our work described below was carried out in accordance with the of section III of Article L. 225-102-1 of the French Commercial provisions of Articles A. 225-1 et seq. of the French Commercial Code. Code, our audit program consisting of our own procedures, the professional doctrine of the Compagnie nationale des — We verified that the Statement presents the information Commissaires aux Comptes relating to this intervention, in required under section II of Article R. 225-105 of the French particular the technical opinion of the Compagnie nationale des Commercial Code when it is relevant with regard to the main Commissaires aux Comptes, Intervention of Statutory Auditors risks. – Intervention of the independent third party – Extra-financial — We verified that the Statement presents the business model 2 performance statement, in lieu of a verification program and the and a description of the principal risks associated with the international standard ISAE 3000 (revised). activities of all the consolidated entities, including where relevant and proportionate, the risks associated with their business relationships, their products or services, as well as Independence and quality control their policies, measures and the outcomes thereof, including Our independence is defined by Article L. 821-28 of the KPIs associated with the principal risks. French Commercial Code and French Code of Ethics for — We referred to documentary sources and conducted Statutory Auditors (Code de déontologie). In addition, we interviews to: have implemented a system of quality control including documented policies and procedures aimed at ensuring • assess the process used to identify and confirm the principal compliance with applicable legal and regulatory requirements, risks as well as the consistency of the outcomes, including ethical requirements and the professional guidance issued by the key performance indicators used, with respect to the the French Institute of Statutory Auditors (Compagnie nationale principal risks and the policies presented; and des Commissaires aux Comptes) relating to this engagement. • corroborate the qualitative information (actions and results) that we considered to be the most important(1). For Means and resources certain risks, our work was carried out at the level of the consolidating entity and in a selection of entities. Our work engaged the skills of nine people between January and — We verified that the Statement covers the consolidated October 2024 and took a total of ten weeks. scope, i.e. all companies within the consolidation scope in To assist us in conducting our work, we referred to our corporate accordance with Article L. 233-16, with the limits specified in social responsibility and sustainable development experts. We the Statement. conducted around ten interviews with people responsible for — We obtained an understanding of internal control and risk preparing the Statement. management procedures implemented by the Company and assessed the data collection process aimed at ensuring Nature and scope of procedures the completeness and fairness of the Information. We planned and performed our work taking account of the risk — For KPIs and other quantitative outcomes that we considered of material misstatement of the Information. to be the most important(2), we implemented: We consider that the procedures conducted in exercising our • analytical procedures that consisted in verifying the correct professional judgment enable us to express a limited assurance consolidation of collected data as well as the consistency of conclusion: changes thereto; — We familiarized ourselves with the activities of all companies • substantive tests, on a sample basis and using other in the consolidation scope and the description of the principal selection methods, that consisted in verifying the proper risks. application of definitions and procedures and reconciling data with supporting documents. This work was carried — We assessed the suitability of the Guidelines with respect to out on a selection of contributing entities(3) and cover their relevance, completeness, reliability, neutrality and clarity, between 16.3% and 100% of the consolidated social data taking into account, where appropriate, best practices within and between 45.1% and 100% of the environmental data the sector. selected for these tests. — We verified that the Statement covers each category of — We assessed the overall consistency of the Statement in information stipulated in section III of Article L. 225-102-1 relation to our knowledge of the entire Company. of the French Commercial Code governing social and environmental affairs, respect for human rights and the fight UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 107 2 COrpOratE sOCiaL rEspONsiBiLity Report of the independent third party The procedures conducted in a limited assurance review Statutory Auditors (Compagnie nationale des Commissaires aux are substantially less in scope than those required to issue Comptes); a higher level of assurance would have required us to a reasonable assurance opinion in accordance with the carry out more extensive procedures. professional guidelines of the French National Institute of Lille, October 4, 2024 One of the Statutory Auditors, Deloitte & Associés Edouard LHOMME Partner, Audit (1) Selected qualitative information: Changes in the management of industrial waste in relation to the recyclability of packaging, Measures to monitor the quality of suppliers selected for the food safety aspects of vegetables and ingredients purchased, Review of mechanisms for sharing value with growers through pricing policies and access to capital, Methodologies for identifying and calculating Scope 3 GHG emissions relating to consumers. (2) Quantitative information selected: Social: Workforce (FTE), Frequency and severity rate of workplace accidents, Percentage of Managers trained in fairness, diversity and inclusion. Industrial environment: Energy consumption and breakdown by energy source, Share of alternative energies in the energy mix, Consumption of water and breakdown by type of sourcing. Packaging: Change in the percentage of virgin fossil plastic used in packaging. Carbon: Scope 1 & Scope 2 greenhouse gas emissions. Agronomy: Percentage of Bonduelle cultivated area on which at least one alternative to synthetic pesticides is used, Percentage of Bonduelle cultivated area on which nitrogen fertilization is restricted, Percentage of producers who renew their contract with Bonduelle. (3) Selected entities: Social data: Bordères, Irwindale Plant, Irwindale HQ, Florence and Bekescsaba. Industrial Environment data: Renescure, Estrées BSI and Vaulx-Vraucourt. Agronomy data: Bonduelle Nord Picardie and Hungary. Group consolidated data (Social, Packaging and Carbon). 108 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Appendices 2.7 Appendices 2.7.1 Organizational structure of the Bonduelle Group Operational organization 2 BONDUELLE EUROPE BONDUELLE FRESH BONDUELLE FRESH BONDUELLE LONG LIFE EUROPE AMERICAS EURASIA MERCOSUR (BELL) (BFE) (BFA) (BEAM) Canned and frozen Fresh Fresh Canned and frozen France AGRICULTURAL • L’Île-Bouchard OWN- • Longué-Jumelles Spain Russia PRODUCTION (La Tourte) • Novotitarovskaya • Torre-Pacheco FACILITIES • Loudun • Timashevsk • Montoire France • Bordères • Doué-la-Fontaine • Estrées-Mons conserve Germany • Estrées-Mons • Reutlingen surgelé • Straelen Brazil • Labenne France • Cristalina INDUSTRIAL • Renescure • Genas United States Russia PRODUCTION • Vaulx-Vraucourt • Rosporden • Jackson FACILITIES • Saint-Mihiel • Irwindale • Novotitarovskaya Hungary • St-Benoist-sur- • Swedesboro • Kaluga • Békéscsaba Vanne • Timashevsk • Nagykorös Italy • Nyiregyhaza • Battipaglia (1) Poland • San Paolo • Gniewkowo d’Argon (1) • Ruchocice Portugal • Santarém Belgium • Florence • Kortemark LOGISTICS France PLATFORMS • Flaucourt • Longué-Jumelles • Montreuil-Bellay • Rosières EUROPE ZONE NON-EUROPE ZONE * One site is managed directly by the group: the Herm site in France. (1) In partnership with OP OASI. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 109 2 COrpOratE sOCiaL rEspONsiBiLity Appendices 2.7.2 Methods for calculating key B! Pact indicators FOOD piLLar targets Indicator calculation methods Any specific features of the scope 100% of our products [Number of products assessed as Nutri-Score A or B] / On our branded activities. evaluated Nutri-Score A [Total branded products] Mushroom products from Poland are also or B by 2025 Results by volume (unit: kg) excluded from the calculation. This is the Nutri-Score algorithm established in 2017. So-called “display” (or mix/heterogeneous) A new version arrived in 2024 and will be applied products are excluded from the calculation from next year across all our products in the countries because they may contain different Nutri- concerned: the targets and roadmaps will therefore Score results. have to evolve accordingly. The Cristalina site (Brazil) is excluded. 100% products free from [Number of products without additives] / [Total On our branded activities. controversial additives branded products] Mushroom products from Poland are also by 2030 Results by volume (unit: kg) excluded from the calculation. Definition of controversial additives: Food additives The Cristalina site (Brazil) is excluded. by direct or indirect addition, declarable or non- declarable, are substances intentionally added to foods to perform certain specific technological functions, for example to color, sweeten or contribute to food preservation. In the European Union, all food additives are identified by a number beginning with “E”. Processing aids, i.e. additives used in our manufacturing processes, but absent from the finished product, are excluded from the scope. > 15% of sales achieved [Sales from branded innovations] / [Total sales from On our brand activities, in our Retail, Food through innovations branded products] Service, B2B and E-Commerce networks An innovation is any significant change made to our products or services over the last 36 months, perceived as new by consumers and having a significant impact on the market (technology, sales network, territory, vegetable, recipe, mixture, packaging, etc.). 20% of sales achieved [Sales from plant-rich main dish meal solutions] / [Total On our branded activities, excluding Food through plant-rich main sales from branded products] Service dish meal solutions Results by sales (unit: euros) by 2030 Plant-rich: qualifies a product mostly made with ingredients of plant origin (80%). In all cases, the quantity of ingredients of animal origin must be significantly lower than the local market reference for a similar use. 100% of countries [Number of countries where Bonduelle operates The countries in the scope are countries promoting plant-rich encouraging plant-rich cuisine] / [Total of the main whose brand sales exceed 4 million euros, cuisine for all through countries where Bonduelle operates] excluding Mercosur and exports (i.e. 21 dedicated programs countries). by 2030 Double the impact Finalization of the target in progress due to a of Louis Bonduelle reorientation of the Louis Bonduelle Foundation’s Foundation activity partnership action from September 2024. by 2030 No result available for the indicator this year. 110 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Appendices pLaNEt piLLar targets Indicator calculation methods Any specific features of the scope 80% of growers engaged [Number of growers engaged in regenerative Scope of contracted growers. in regenerative agriculture agriculture] / [Total growers under contract] by 2030 The engagement of growers is measured using an internal measurement tool developed in collaboration with agronomists, NGOs and other sectors. This tool 2 makes it possible to assess engagement at the level of each of the partner farms. 100% of cultivated [Cultivated areas with a pollinator protection plan] / Scope of contracted growers. area using pollinator [Total contracted surface areas] protection plan by 2030 Cultivated areas with a pollinator protection plan are cultivated areas to which no molecules harmful to pollinators are applied. 100% of our packs are [Tonnes of packaging designed to be recyclable] / Engagement on our branded activities. designed to be recyclable [Tonnes of packaging of products sold] Subcontracting is included in the calculation. or reusable by 2025 A packaging or a packaging component is recyclable For technical reasons, the current calculation if post-consumer collection, sorting and recycling is provisionally includes private label products. proven to work in practice and at scale. A package can be considered recyclable if its main packaging components, together representing more than 95% of the entire packaging weight, are recyclable according to the above definition, and if the remaining components do not hinder the recyclability of the main components. A package is reusable if it has been designed to perform – or proves its ability to perform – a minimum number of rotations in a system for reuse (e.g. returnable glass bottles). 0 virgin fossil plastics [[Tonnes of packaging containing virgin fossil plastics_ Engagement on our branded activities. used in our packaging(1) Year N] - [Tonnes of packaging containing virgin fossil Subcontracting is included in the calculation. by 2030 (-100% vs. FY20 plastics_Baseline]] / [Tonnes of packaging containing For technical reasons, the current calculation in tonnes). virgin fossil plastics_Baseline] provisionally includes private label products. 38% reduction in our [[GHG Scopes 1 & 2 emissions year N] - [GHG Scopes 1 Scopes 1 & 2 GHG & 2 baseline emissions]] / [GHG Scopes 1 & 2 baseline emissions by 2035 (vs. emissions] FY20 in absolute terms) Target validated by the SBTi. 30% reduction in Scope [[GHG Scope 3 emissions year N] - [GHG Scope 3 Exclusion of consumer emissions (items 3.9 3 GHG emissions by 2035 baseline emissions]] / [GHG Scope 3 baseline emissions] and 3.11) in accordance with the SBTi (vs. FY20 in intensity) Target validated by the SBTi. methodology. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 111 2 COrpOratE sOCiaL rEspONsiBiLity Appendices pEOpLE piLLar targets Indicator calculation methods Any specific features of the scope > 75% employee The group has conducted an engagement survey engagement rate (Climate) of all its employees at least every two (and beyond our external years since 2014. We entrust the calculation of this benchmark) barometer to a specialist partner and guarantor of the methodology (OpenSquare). Among the questions in this barometer, four are specifically used to calculate a synthetic indicator: the engagement rate. These four questions measure pride, intention to remain with the Company, recommendation and motivation to get involved on a daily basis. The external benchmark for this engagement rate is provided by our external partner. It is built from global surveys of representative national samples of large private companies, and weighted data from OpenSquare customers according to Bonduelle’s geographical distribution. > 90% of growers’ [Number of grower contracts renewed since N-1] / Scope of contracted growers. contracts renewed every [Total grower contracts in N] year 100% sites with actions [Number of sites that have implemented actions] / All sites are concerned, with priority given to promoting plant-rich diet [Total number of sites] larger sites to start with (plants, registered for associates by 2025 Target set for implementation over the 2024-2025 offices, etc.). Sites with fewer than 10 people period. are not included in the scope. Bonduelle has formalized a target to raise employee awareness of plant-rich food as part of its mission to inspire the transition to plant-rich food. This year, a first inventory was carried out, inviting all our sites to indicate whether they had implemented at least one awareness-raising action from a defined list. Actions include: the systematic integration of plant- rich food content into the onboarding process for newcomers, the implementation of plant-rich options in the canteen or dedicated communication on plant-rich food, cooking workshops, product tastings accompanied by communications on our mission and flexitarianism, or programs encouraging employees to adopt a more plant-rich diet, such as health and nutrition programs. If no action had been taken, this should also be reported. 100% permanent Sum of [Number of employees in each country covered All permanent employees of the group are employees covered by life by a life insurance policy] beneficiaries. Excluding seasonal employees. insurance by 2025 100% of permanent By June 2025, the group will define its strategy in terms The scope of application and any exclusions employees covered of base for health coverage for its employees in all will be defined in the course of 2025. by accessible health countries. The definition of this indicator will then take insurance by 2025 into account the contours of this strategy. 112 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Appendices pEOpLE piLLar targets Indicator calculation methods Any specific features of the scope 100% of associates [Number of employees with an individual development with an individual plan] / [Number of employees eligible for an individual development plan development plan] by 2030 An individual development plan is drawn up for all employees who benefit from an Impact Conversation (annual activity review), logged in our individual development management software (BTalent). 2 80% of growers [Number of contracted growers trained] / [Total Scope of contracted growers. supported with training number of contracted growers] by 2030 No result available for the indicator this year. Finalizing the target is ongoing. 100% of sites to [Number of sites offering inclusive recruitment Sites with fewer than 10 people are not implement inclusive solutions] / [Total number of sites] included in the scope. hiring initiatives by 2030 Bonduelle has formalized an inclusive recruitment target, with the aim of removing barriers to employment and offering fair opportunities to all. This year, a first inventory was carried out to identify the actions implemented by our sites to promote more inclusive recruitment. Each site was asked to indicate whether it had carried out initiatives aimed at integrating people facing employment barriers, such as people with physical or mental disabilities, low-income workers, people without university-level qualifications, migrants, internally displaced persons or refugees, formerly incarcerated people, as well as specific actions related to gender or intergenerational inclusion (young people or people at the end of their careers). Sites could also specify any other inclusive recruitment initiatives implemented, or report the absence of actions. 100% of Managers trained [Number of Managers trained in DE&I] / [Number of All Managers are eligible for this training. in diversity, equity and Managers eligible for DE&I training] inclusion (DE&I) by 2025 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 113 2 COrpOratE sOCiaL rEspONsiBiLity Appendices pEOpLE piLLar targets Indicator calculation methods Any specific features of the scope 100% of our sites involved [Number of sites involved in local initiatives] / [Total Sites with fewer than 10 people are not in local initiatives by 2025 number of sites] included in the scope. Bonduelle has also formalized a civic commitment target, aimed at encouraging its sites to actively participate in actions that benefit society and the environment. This year, a first inventory was carried out to identify the initiatives put in place. Sites were asked to indicate whether they had organized activities such as food tastings, food distributions, educational actions on nutrition and plant-rich food, initiatives promoting professional integration (sheltered employment sector, integration), health actions (races against breast cancer, blood donations), food drives for populations in need, charitable donations (clothes, toys, books, etc.), community planting or gardening activities, composting activities, distribution of mushroom growing kits, donations or sales of seeds, clean-up actions (World Clean-up Day), planting of trees and hedges, or awareness-raising campaigns (climate change, biodiversity, sustainability, etc.). Sites could also specify any other action taken, or report the absence of initiatives. 114 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Appendices 2.7.3 Diagram of consumption, discharges and recovery at Bonduelle’s plants The following diagram presents consumption of natural resources, recycling and discharges into the natural environment generated by all Bonduelle Group production facilities. 2 Energy: 1.351.875 MWh Water: 9,386,440 m3 Packaging: 130,478 tons 0.19% Photovoltaic 1.8% Surface water 0.2% Wood electricity 19.7% Urban water supply 0.3% Lids 0.81% Biogas 78.5% Borehole water 2.0% Labels and other 1.16% Propane 4.6% Plastic trays 0.50% Domestic fuel oil 4.3% Plastic film 0.95% Biomass 6.5% Glass jars 2.88% LNG 23.7% Cardboard 10.65% Steam purchase 58.3% Metal cans 36.51% Electricity purchased on the grid 43.15% Natural gas 0.79% RNG 0.08% LPG CO2 Plants Greenhouse gas emissions (industrial) 166,003 TeqCO2 Scope 1. Wastewater treatment direct emissions generated by Bonduelle 2.44% Discharged for spreading after pre-treatment 3.52% Discharged by direct 238 350 TeqCO2 Scope 2. spreading on fodder indirect emissions crops Industrial and green waste: related to the 440,430 tons purchase of 94.05% Discharged to wastewater electricity purification plants 0.1% and steam Hazardous waste 8.3% Non-hazardous industrial waste 91.6% Green waste 49% Animal feed 54.4% recycled 4% Compost 5.3% energy recovered 20% Methanized 26% Commercial channels UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 115 116 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Corporate governance report 3.1 Information 3.2.10 Procedure for the evaluation of ordinary on the organization, agreements concluded under normal the group’s legal structures, terms and conditions 136 shareholding structure, 3.2.11 Specific terms and conditions presentation of Bonduelle SCA for Shareholder participation and Bonduelle SA 118 in the Shareholders’ Meeting 136 3.1.1 Organization and legal structures of the group and shareholding structure 3.3 Information on the functioning (at July 1, 2024) 118 of the Supervisory Board 137 3.1.2 Diagram of the group’s managerial 3.3.1 Corporate governance code 138 organization (at October 1, 2024) 119 3.3.2 Composition of and conditions 3.1.3 Bonduelle SCA (at July 1, 2024) 119 for preparing and organizing the work 3.1.4 Bonduelle SA (at October 1, 2024) 121 of the Supervisory Board 138 3.2 Information on Bonduelle SCA 3.4 Information on compensation 143 corporate officers as well 3.4.1 Compensation policies for the General 3 as on the composition, Management (Executive Corporate functioning and powers Officer) and Supervisory Board members of the Supervisory Board 124 (Non-Executive Corporate Officers) subject to approval at the Shareholders’ 3.2.1 Information concerning the General Meeting on December 5, 2024 143 Manager of Bonduelle SCA 124 3.4.2 Presentation of the components of 3.2.2 Information on the composition compensation and benefits of all of the Supervisory Board 124 kinds for corporate officers subject to 3.2.3 Information on members approval at the Shareholders’ Meeting of the Supervisory Board 125 on December 5, 2024 146 3.2.4 Specific information relating 3.4.3 Ratios and annual to corporate officers 134 changes in compensation 3.2.5 Conflicts of interest at General (Article 27.2 of the Afep-Medef Code) 148 Management and Supervisory Board level 135 3.4.4 Presentation of the components 3.2.6 Related-party transactions 135 of compensation and benefits of the representative of Pierre et Benoît 3.2.7 Service contracts 135 Bonduelle SAS, General Manager 3.2.8 Delegations and authorizations granted of Bonduelle SCA 149 to the General Management for share capital increases 136 3.2.9 Agreements entered into directly 3.5 Information on items likely or through an intermediary, between, to have an impact in the event on the one hand, one of the Company’s of a public takeover offer 152 corporate officers or one of the Shareholders holding more than 10% o the voting rights in the Company and, on the other hand, another company controlled by the former within the meaning of Article L. 233-3 of the French Commercial Code 136 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 117 3 COrpOratE gOvErNaNCE rEpOrt Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA In accordance with Articles L. 226-10-1, L. 22-10-76 I, paragraph 4, L. 22-10-78 and R. 22-10-40 of the French Commercial Code, the Supervisory Board has prepared this corporate governance report, which aims to provide an overview of the governance and the conditions for preparing and organizing the Board’s work. It also includes the annual report referred to in Article L. 226-9 of the French Commercial Code. This report was prepared on the basis of the work carried out by the group’s Financial Services Department, including in particular the group Deputy Chief Finance Officer, the Legal, Management Consolidation, the Internal Audit and Human Resources Departments. The preparation of this report also benefited from the assistance of the members of the Supervisory Board, the General Manager and the group Chief Finance Officer. This report was approved by the Supervisory Board at its meeting on October 4, 2024. 3.1 Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA 3.1.1 Organization and legal structures of the group and shareholding structure (at July 1, 2024) Bonduelle’s predominantly family-based shareholding structure provides the group with stability and continuity. Other Employees Bonduelle Free float and treasury families shares 33.17% 37.23% 7.70% Pierre et Benoît Bonduelle SAS 21.90% Bonduelle SCA General Partner French limited partnership with shares Chairman: Félix Bonduelle General Manager: Pierre et Benoît Bonduelle SAS Bonduelle SA Non-executive Chairman: Christophe Bonduelle Chief Executive Officer: Xavier Unkovic Operating legal entities The way in which operating legal entities are organized does not reflect the Company’s production, sales and marketing structures. Operations are organized around Europe and Non-Europe Zones through business units. 118 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA 3.1.2 Diagram of the group’s managerial organization (at October 1, 2024) BOARD OF DIRECTORS CHAIRMAN GLOBAL EXECUTIVE LEADERSHIP TEAM (GELT) 3 CHIEF EXECUTIVE OFFICER STRATEGY, BFA BFE BELL BEEM BPD FINANCE HR BRANDS AND IMPACT 3.1.3 Bonduelle SCA (at July 1, 2024) the limited partnership with shares general Management comprises two types of partners The General Management is carried out by Pierre et Benoît — Pierre et Benoît Bonduelle SAS is the General Partner and Bonduelle SAS, itself represented by Félix Bonduelle, as has joint and several unlimited liability for the Company’s Chairman and legal representative. Please note that Pierre et obligations. Elected from among the Company’s members, Benoît Bonduelle SAS was represented by Christophe Bonduelle, the Board of Directors has seven members who decide as legal representative until April 6, 2024, and then as permanent the General Partner’s position on the strategic proposals representative of Bonduelle SCA until June 30, 2024. submitted to the Board of Directors of Bonduelle SA. Its decisions influence the positions of the latter through the representatives of Pierre et Benoît Bonduelle SAS, some of whom are also members of the Board of Directors of Bonduelle SA; — The Limited Partners (other family members, free float and employees) are in a similar position to the Shareholders of a public limited company, their liability is limited to their investment. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 119 3 COrpOratE gOvErNaNCE rEpOrt Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA the Supervisory Board The Supervisory Board is responsible for monitoring the Its composition guarantees its competence, independence and management of the Company on an ongoing basis (reviewing availability to carry out its mission and represent the interests the financial statements and the conduct of Company of Shareholders. All members are independent (excluding business) on behalf of the limited partners. The Supervisory members representing employees – see 3.2.3). Board is composed of nine members, including one member representing employees. Members of the Supervisory Board 1 Martin Ducroquet Chairman 2 Jean-Pierre Vannier Vice-Chairman 1 2 3 3 Laurent Bonduelle 4 Agathe Danjou 5 Rémi Duriez 6 Cécile Girerd-Jorry 7 Jean-Michel Thierry 4 5 6 8 Corinne Wallaert 9 Didier Cliqué Member representing employees 7 8 9 the audit Committee 1 Jean-Michel thierry Issued from the Supervisory Board, this Committee is, in Chairman particular, responsible for monitoring the process of preparing 2 Martin Ducroquet and examining financial and sustainability information closely, 3 evaluating internal control and risk management systems and Cécile Girerd-Jorry assessing the annual audit programs of the Statutory Auditors. 1 2 4 Jean-Pierre Vannier 3 4 Audit Committee members’ skills are set out in Section 3.2.3. 120 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA 3.1.4 Bonduelle SA (at October 1, 2024) Bonduelle SA, the group’s operational holding company, has been managed by Xavier Unkovic, Chief Executive Officer, since June 1, 2023. Christophe Bonduelle serves as non-executive Chairman of the Board of Directors of Bonduelle SA. 3 the Board of Directors The Board of Directors encompasses members of whom some Supervisory Board. It is responsible for defining the Company’s belong to the Bonduelle family and one of whom represents strategy and investment policy, within the framework set by the the employees. Members’ independence(1) is assessed according General Partner. to criteria similar to those for members of Bonduelle SCA’s Directors 1 Christophe Bonduelle Chairman 2 Ana Maria Bonduelle 3 1 2 3 4 5 Benoît Bonduelle 4 Félix Bonduelle 5 Jean-Bernard Bonduelle 6 Louis Bonduelle 7 Philippe Carreau 8 Miriam Fedida 6 7 8 9 10 9 Guillaume Fichet 10 Pierre Pâris 11 Martine Pélier 12 Marie-Ange Verdickt 13 Armand Biau Director representing employees 11 12 13 (1) The following are considered to be independent members in accordance with Bonduelle SA’s rules of procedure: Miriam Fedida, Guillaume Fichet, Pierre Pâris, Martine Pélier and Marie-Ange Verdickt. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 121 3 COrpOratE gOvErNaNCE rEpOrt Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA the global Executive Leadership team Xavier Unkovic was appointed Chief Executive Officer by the The composition of the Global Executive Leadership Team Board of Directors of Bonduelle SA on May 25, 2023, effective reflects the group’s commitment to diversity in its governance June 1, 2023. To carry out his duties, the Chief Executive Officer bodies as well as its international dimension. is supported by the Global Executive Leadership Team (GELT), in charge of executing the strategy approved by the Board of Directors of Bonduelle SA. 1 Xavier Unkovic Chief Executive Officer of the Bonduelle Group 2 Cyrille Auguste Chief Executive Officer of Bonduelle Europe Long Life 3 1 2 3 Céline Barral Chief Strategy, Brands and Impact Officer 4 Bobby Chacko Chief Executive Officer of Bonduelle Fresh Americas 5 Ekaterina Eliseeva Chief Executive Officer of Bonduelle EurAsia Export Mercosur 6 Marine Henin 4 5 6 Chief Human Resources Officer 7 Patrick Lesueur Bonduelle Prospective & Development Officer 8 Grégory Sanson Chief Finance Officer 7 8 122 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on the organization, the group’s legal structures, shareholding structure, presentation of Bonduelle SCA and Bonduelle SA 1 Marie-ange verdickt the remuneration Committee Chairwoman and member of the The Remuneration Committee, set up by the Board Board of Directors of Bonduelle SA of Directors of Bonduelle SA, mainly comprising 2 Philippe Carreau independent members, half of whom are from Member of the Board of Directors outside the Company, makes proposals to the 1 2 of Bonduelle SA Board of Directors regarding compensation for the 3 group’s management bodies as well as for salaried Florence Ferraton members of the Bonduelle family, and also advises Partner at Russel Reynolds on compensation policy for senior directors and 4 Laurent Marembaud officers. Its meetings are held independently of the Chief Human Resources Officer listed Company’s corporate governance activities. of the Savencia Group 3 4 the CSr Committee 3 1 Jean-Bernard Bonduelle The main role of the CSR Committee Chairman of the CSR Committee (presented in Section 2.1.2.1), issued from and member of the Board of Directors the Board of Directors of Bonduelle SA, of Bonduelle SA is to aid decision-making in terms of CSR 2 strategy and business ethics, monitor Tadeusz Bechta 1 2 its deployment and the achievement of Chief Finance Officer of Bonduelle Polska SA the targets set. It also liaises between the 3 Agathe Danjou various governance bodies, in particular the Member of the Supervisory Board Board of Directors, the Audit Committee of Bonduelle SCA and the Supervisory Board, which is why its 4 Guillaume Fichet composition is hybrid. Member of the Board of Directors of Bonduelle SA 3 4 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 123 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board 3.2 Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board 3.2.1 Information concerning the General Manager of Bonduelle SCA Pierre et Benoît Bonduelle SAS, a simplified joint-stock company Whose registered office is located at La Woestyne – 59173 RENESCURE, France, with share capital of 16,707,654.80 euros, registered with the Dunkerque Commercial and Companies Register under number 402 197 479. Number of shares: 7,147,374(1) Offices and positions held in fiscal year 2023-2024 Offices and positions held in fiscal year 2023-2024 Within companies consolidated by Bonduelle SCA: 1 No positions held in other companies 1 General Manager of Bonduelle SCA Offices and positions ended in the last five years 1 No expired positions (1) Shares held at June 30, 2024. 3.2.2 Information on the composition of the Supervisory Board The Bonduelle SCA Supervisory Board is composed of nine Cécile Girerd-Jorry has been a member of the Supervisory members, including one director representing the employees. Board since December 5, 2019; her term of office was renewed Its Chairman, Martin Ducroquet, has also been responsible for on December 2, 2021. She is currently an entrepreneur and the dialog with Shareholders since September 28, 2018. founder of the vitaminherb brand, which produces and sells rare At its meeting of October 4, 2024, the Supervisory Board noted aromatic plants to commercial catering. that all of its members are independent (except for members Please note that Martin Ducroquet will lose his independence representing employees) in accordance with the independence on December 5, 2024, in view of the recommendations of the criteria set out in the Supervisory Board’s rules of procedure Afep-Medef Code with regard to length of term of office. The based on the Afep-Medef Code. Shareholders’ Meeting will be asked to acknowledge the expiry The Shareholders’ Meeting will be asked to vote on the renewal of his term of office and not to renew or replace him. of the terms of office of Agathe Danjou and Cécile Girerd-Jorry The Board will include, subject to the adoption of the resolutions as members of the Supervisory Board. proposed to the Shareholders’ Meeting, three women and four Agathe Danjou has been a member of the Supervisory Board men, thus complying with the legal rules, it being specified that since December 2, 2021, and has been a member of the the member representing employees is not included in the CSR Committee since February 28, 2024. She is currently calculation of this ratio. Vice President, Global Sustainability for Danone Specialized Nutrition, member of the Category Board. 124 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board 3.2.3 Information on members of the Supervisory Board To the best of the Company’s knowledge, the information relating to the members of the Supervisory Board at June 30, 2024, including members who left the Board during the fiscal year, is as follows: Martin Ducroquet Chairman of the Supervisory Board of Bonduelle SCA since 2015/12/03 Member of the Audit Committee since 2015/12/03 Independent member(1) Nationality: French Age: 51 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2012/12/06 Last reappointed: 2021/12/02 Term of office expires: 2024 Shareholders’ Meeting Number of shares held(2): 2,061 Board attendance rate: 100% 3 Career Other offices and positions held in fiscal year 2023-2024 (non- Martin Ducroquet has performed roles at Siparex Private Equity group companies, French, unlisted) for almost ten years, notably acting as Director of Investment. 1 Chief Executive Officer of SENCROP SAS In this respect, he was a permanent representative on various 1 General Manager of TACTUS SARL Boards of Directors and Supervisory Boards of unlisted Offices and positions ended in the last five years companies. He is currently Chief Executive Officer of Sencrop 1 No expired positions SAS and General Manager of Tactus SARL. He has developed expertise and an international network in the world of food- tech and ag-tech. (1) The independence of the Chairman of the Supervisory Board, like that of the other members, is reviewed annually and according to the criteria defined by the Supervisory Board’s rules of procedure, inspired by the recommendations of the Afep-Medef Corporate Governance Code. Please note that Martin Ducroquet will lose his independence on December 5, 2024. The Shareholders’ Meeting will therefore be asked to acknowledge the expiry of his term of office and not to renew it or replace him. (2) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. It should be noted that the Supervisory Board has set the minimum number of shares that the Chairman of the Supervisory Board must hold in registered form until the end of his term of office at 500. This decision shall be reviewed at least at each renewal of his term of office. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 125 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Jean-pierre vannier Vice Chairman of the Supervisory Board of Bonduelle SCA since 2022/04/29 Member of the Audit Committee since 2018/08/31 Independent member Nationality: French Age: 53 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2018/05/29 (co-option) Last reappointed: 2022/12/01 Term of office expires: 2025 Shareholders’ Meeting Number of shares held(1): 500 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 A graduate of the Institut catholique d’arts et métiers (1994) 1 No positions held in other companies and holding an Executive MBA from the EDHEC Business Offices and positions ended in the last five years School (2011), Jean-Pierre Vannier was Technical Manager and 1 No expired positions Industrial Project Manager at Roquette, the world leader in food ingredients and pharmaceutical excipients. He was Industrial Director of Reverdia, a Franco-Dutch biotech company specializing in biopolymers, then in charge of managing major investment projects once again for Roquette. Since 2023, within the Sustainable Development organization, he has managed the Sustainable Offer platform for the Roquette Group. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. Laurent Bonduelle Member of the Supervisory Board of Bonduelle SCA Independent member Nationality: French Age: 67 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2013/12/05 Last reappointed: 2022/12/01 Term of office expires: 2025 Shareholders’ Meeting Number of shares held(1): 15,924 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 As a graduate of the Institut Supérieur de Gestion and holding 1 No positions held in other companies an Executive MBA from HEC, Laurent Bonduelle spent 18 years Offices and positions expired during the last five years (non- in the Export Department at Papeteries Dalle & Lecomte/ group companies, French, unlisted) Sibille and then in R&D at Ahlstrom: external growth (sourcing 1 General Manager of RÉSOLUTION SARL international partnerships) and internal growth (evaluating new 1 General Manager of AUBEPURE SARL technologies). In 2004 he founded Résolution, an innovative company, then in 2011, the limited company Aubepure, now a leader in its sector that designs, manufactures and sells water treatment system solutions (plant protection product effluent, etc.). He is currently Manager of Résolution. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. 126 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Agathe Danjou Member of the Supervisory Board of Bonduelle SCA Independent member Nationality: French Age: 46 Domiciled at the Company’s registered office for the purposes of her office. First appointed: 2021/12/02 Term of office expires: 2024 Shareholders’ Meeting Number of shares held(1): 36,350 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 A graduate of the EDHEC Business School (Lille), Agathe Danjou 1 No positions held in other companies has spent more than 20 years in strategy, understanding Offices and positions ended in the last five years consumers, innovation and communication, and market 1 No positions held in other companies performance analysis. She has always worked in FMCG products and has experiences in the agri-food industry, having worked for the brands Côte d’Or, Tassimo, Evian, Volvic and Martini. She 3 is currently Vice President, Global Sustainability for Danone Specialized Nutrition, member of the Category Board. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 127 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Matthieu Duriez Member of the Supervisory Board of Bonduelle SCA from 2011 to 2023 Independent member Nationality: French Age: 65 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2011/12/08 Last reappointed: 2020/12/17 Term of office expires: 2023 Shareholders’ Meeting(1) Number of shares held(2): 1,500 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 Architect, Matthieu Duriez worked in this capacity for 15 years. (non-group companies, French, unlisted) He has been a Property Developer and Project Management 1 General Manager of DURIEZ AMO SARL Assistant since 2002. In 2009, he formed Amo Développement, 1 Chairman of DURIEZ INVEST SAS in 2012, Les Serenies SAS, serviced retirement homes and, in 1 Chairman of IDYLIM AMO DÉVELOPPEMENT SAS 2013, the Dklic Immo real estate agency serving first-time 1 General Manager of LE CLOS DES POMMIERS SCCV home buyers (“ça y est j’achète”). In his property development 1 General Manager of LE CLOS SAINT FIRMIN SCCV activities, Matthieu Duriez is currently the General Manager of 1 General Manager of LE PARC DU CHÂTEAU SCCV some 20 Non-trading Construction for Sale Companies (SCCV). 1 General Manager of LE CLOS ERNEST CAUVIN SCCV 1 General Manager of BOBILLOFTS SCCV 1 General Manager of LE CHÊNE HOUPLINES TOURCOING SCCV 1 General Manager of LOOS GAMBETTA SCCV 1 General Manager of LE LOUIS SCCV 1 General Manager of LA SQUADRA SCCV 1 General Manager of ALTER EGO HERRENGRIE SCCV 1 General Manager of LE CEYLAN COURCHEVEL SCCV 1 General Manager of LE CHALET LA TANIA SCCV 1 General Manager of COCOON SAINT ANDRÉ SCCV 1 General Manager of LA NAVE BÉTHUNE SCI 1 General Manager of PANEM SARL 1 General Manager of TOURCOING FAIDHERBE BÉNÉDICTINES SCCV 1 General Manager of ARABESQUE LILLE SCCV 1 General Manager of JARIEZ LILLE SCI 1 General Manager of LES CRISTAUX BLANCS PEISEY VALANDRY SCCV 1 General Manager of KARO SARL 1 General Manager of LOOS GAMBETTA TANDEM SCCV Offices and positions expired during the last five years (non-group companies, French, unlisted) 1 General Manager of MGD L’EPINNOY SCI (1) Note that the term of office of Matthieu Duriez was not renewed at the Shareholders’ Meeting of December 7, 2023. (2) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. 128 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board rémi Duriez Member of the Supervisory Board of Bonduelle SCA Independent member Nationality: French Age: 57 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2023/12/07 Term of office expires: 2026 Shareholders’ Meeting Number of shares held(1): 50,020 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 An ISA Lille engineer by training, Rémi Duriez has worked professionally (non-group companies, French, unlisted) in the SAVENCIA Saveurs et Specialités Group for 28 years. After eight 1 General Manager of LES SALLANCHES SARL years in the production business at production facilities in the east of Offices and positions expired during the last five years France, he has held multiple positions within this group in the Human (non group companies, French, unlisted) Resources business for around twenty years. Graduate in 2009 with 1 No expired positions a Master’s degree in Human Resources Management from ESSEC 3 Management Education, he has held both operational and cross- functional positions at the SAVENCIA Group head office. He is currently Director of Human Resources responsible for engineering and labor relations. In this context, he supports the operational teams to engineer their transformation and development projects, coordinates central labor relations and participates in the Human Resources component of projects or cross-functional cases related to CSR, the GDPR (General Data Protection Regulation) and the duty of care. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. Cécile girerd-Jorry Member of the Supervisory Board of Bonduelle SCA Member of the Audit Committee since 2019/12/05 Independent member Nationality: French Age: 57 Domiciled at the Company’s registered office for the purposes of her office. First appointed: 2019/12/05 Last reappointed: 2021/12/02 Term of office expires: 2024 Shareholders’ Meeting Number of shares held(1): 500 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 A graduate of Agro Paris-Tech (1992) and of the Executive CESA (non-group companies, French, unlisted) Corporate Finance at HEC (2015), Cécile Girerd-Jorry began 1 Chairwoman of CJ16 SAS her professional career in strategy and information systems 1 Chairwoman of VITAMINHERB SAS consulting and has spent the last 20 years in retail, firstly from 1 Director of the MILLY-LA-FORÊT CNPMAI 2004 to 2015 in the KingFisher Group for the Castorama and Offices and positions ended in the last five years Brico-Dépôt brands, where she was a Management Auditor 1 No expired positions then Financial Controller. In 2016-2017, she was CFO of Sephora France. At the end of 2017, she joined Kookai as COO to carry out the carve out operation in the Vivarté group. She is currently an entrepreneur and founder of the vitaminherb brand, which produces and sells rare aromatic plants to commercial catering. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 129 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Jean-Michel thierry Member of the Supervisory Board of Bonduelle SCA Member of the Audit Committee since 2019/02/28 and Chairman of the Audit Committee since 2019/12/05 Independent member Nationality: French Age: 69 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2019/02/28 (co-option) Last reappointed: 2023/12/07 Term of office expires: 2026 Shareholders’ Meeting Number of shares held(1): 800 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 Jean-Michel Thierry has both accounting and legal training. (non-group companies, French, unlisted) He specialized in auditing with the firm FIDUS where he was 1 General Manager of MITRIBELLE 1 SCI a partner for more than 20 years. From 2017 to 2022, he was 1 General Manager of MITRIBELLE 2 SCI a member of RSM, the 6th largest international audit and 1 Chairman of JM THIERRY AUDIT & CONSEIL SAS consultancy network. He worked in various business segments 1 Director and treasurer of FLDF (industry, hotel and catering, services) before specializing in Offices and positions ended in the last five years banking and finance. He was a member of the bank commission 1 No expired positions of the French National Auditing Body (Compagnie nationale des Commissaires aux Comptes) and the “Specific Controller” (Covered-bonds) sub-working group of this same company. He is currently a partner of JM THIERRY AUDIT & CONSEIL SAS, an accounting firm, and acts as Statutory Auditor on an individual basis. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. 130 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Corinne Wallaert Member of the Supervisory Board of Bonduelle SCA Independent member Nationality: French Age: 57 Domiciled at the Company’s registered office for the purposes of her office. First appointed: 2019/12/05 Last reappointed: 2022/12/01 Term of office expires: 2025 Shareholders’ Meeting Number of shares held(1): 684 Board attendance rate: 83% Career Other offices and positions held in fiscal year 2023-2024 A graduate of the Skema Business School (1990) and holder of a (non-group companies, French, unlisted) French Institute of Directors (IFA) Corporate Director Certificate 1 Director of LESAFFRE ET CIE SA from Sciences Po (2017), Corinne Wallaert began her career 1 Co-General Manager of NOUVELLE MARCEL LESAFFRE SC in Paris as Product Development Manager at the Institute 1 Co-General Manager of LA MARNE SC for International Research (US company, then world leader Offices and positions ended in the last five years 3 in the organization of conferences and seminars for directors 1 Co-General Manager of PARSIFAL SC and officers) where she progressed to the position of Director of Conferences and Seminars. In 2000, she joined EDF/GDF as Head of the sales and marketing training division within the Professional Development Department then, in 2004, she joined ENGIE as Chief of Staff for the Nord-Pas de Calais Regional Delegate. Since 2008, Corinne Wallaert has been Communications, Training and Exernal Relations Director and a director of world leading yeast and fermentation company Lesaffre et Cie. (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. Didier Cliqué Member of the Supervisory Board representing the employees of Bonduelle SCA Nationality: French Age: 54 Domiciled at the Company’s registered office for the purposes of his office. First appointed: 2021/04/22 Last reappointed: 2024/04/16 Term of office expires: 2027/04/22 Number of shares held(1): 500 Board attendance rate: 100% Career Other offices and positions held in fiscal year 2023-2024 Didier Cliqué is an electrical mechanic at the Bonduelle Europe 1 No positions held in other companies Long Life SAS Vaulx-Vraucourt site (France). He has a good Offices and positions expired during the last five years (non- knowledge of the Bonduelle Group, which he joined in 2000. group companies, French, unlisted) 1 No expired positions (1) To the best of the Company’s knowledge, shares held personally at June 30, 2024, not including holdings through companies, in accordance with the provisions of the Afep-Medef Code. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 131 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Summary table of the composition of the Board and Audit Committee Supervisory Board personal details Experience position on the Board partici- audit Number of pation Com- positions Length in the Board mittee Number held in Inde- term of of time audit atten- atten- gen- Natio- of shares listed com- pen- First office on the Com- dance dance Main non-group age der nality held panies dence appointed expires Board mittee rate rate position(1) Members of the Supervisory Board appointed by the Ordinary Shareholders’ Meeting for a three-year term(2) CEO of Sencrop 2024 SAS and General Martin 51 Shareholders’ Manager of Ducroquet(3) years M French 2,061 None yes 2012/12/06 Meeting 11 years Member 100% 75% Tactus SARL Director of the 2025 Sustainable Jean-Pierre 53 Shareholders’ Offer platform - Vannier years M French 500 None yes 2018/05/29 Meeting 6 years Member 100% 100% Roquette 2025 Laurent 67 Shareholders’ Manager of Bonduelle years M French 15,924 None yes 2013/12/05 Meeting 10 years None 100% N/A Résolution Vice President, Global Sustainability for Danone Specialized 2024 Nutrition, Agathe 46 Shareholders’ member of the Danjou(4) years F French 36,350 None yes 2021/12/02 Meeting 3 years None 100% N/A Category Board Director of Human Resources, 2026 Engineering and 57 Shareholders’ Labor Relations - Rémi Duriez years M French 50,020 None yes 2023/12/07 Meeting 1 year None 100% N/A Savencia Group 2024 Cécile 57 Shareholders’ Chairwoman of Girerd-Jorry(4) years F French 500 None yes 2019/12/05 Meeting 5 years Member 100% 100% vitaminherb SAS 2026 Partner of JM Jean-Michel 69 Shareholders’ Thierry Audit & Thierry years M French 800 None yes 2019/02/28 Meeting 5 years Chairman 100% 100% Conseil SAS Communications, Training and 2025 External Relations Corinne 57 Shareholders’ Director - Lesaffre Wallaert years F French 684 None yes 2019/12/05 Meeting 5 years None 83% N/A et Cie Member of the Supervisory Board representing employees (Appointed by the Bonduelle Group Works Council for a term of three years) 54 Didier Cliqué years M French 500 None no 2021/04/22 2027/04/22 3 years None 100% N/A -- (1) It is specified that the summary of the main areas of expertise and experience of each director is provided at the beginning of Section 3.2.3 for each member of the Supervisory Board. (2) A third of Supervisory Board members are reappointed every three years at an annual Ordinary Shareholders’ Meeting to ensure that terms of office are staggered. (3) Please note that Martin Ducroquet will lose his independence on December 5, 2024. The Shareholders’ Meeting will therefore be asked to acknowledge the expiry of his term of office and not to renew it or replace him. (4) The reappointment of Agathe Danjou and Cécile Girerd-Jorry as members of the Supervisory Board will be subject to approval of the Shareholders’ Meeting of December 5, 2024. 132 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Changes in the composition of the Supervisory Board during the fiscal year (position at June 30, 2024) appointment/ Nationality/ Members of the Board Date Departure renewal Term of office ends Other 2023 Shareholders’ Matthieu Duriez 2023/12/07 Non-renewal Meeting 2026 Shareholders’ Independence Jean-Michel Thierry 2023/12/07 Renewal Meeting Skills 2026 Shareholders’ Independence Rémi Duriez 2023/12/07 Appointment Meeting Skills Changes in the composition of the Audit Committee during the fiscal year appointment/ Nationality/ Committee members Date Departure renewal Term of office ends Other Renewal as 3 Chairman of the Audit 2026 Shareholders’ Independence Jean-Michel Thierry 2023/12/07 Committee Meeting Skills Summary table of Board members’ status in relation to the independence criteria listed by the Afep-Medef Code Jean- Cécile Jean- Martin pierre Laurent agathe rémi girerd- Michel Corinne Didier Independent members of the Board Ducroquet vannier Bonduelle Danjou Duriez Jorry thierry Wallaert Cliqué Non- Status Independent Independent Independent Independent Independent Independent Independent Independent Independent Not be or have been within the last 5 years: 1 employee or executive Corporate Officer of the Company; 1 employee, executive Corporate Officer or director of a company that the ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✖ Company consolidates; 1 employee, executive Corporate Officer or director of the parent company of the Company or of a company consolidated by that parent company Not be an executive Corporate Officer of a company in which the Company directly, or indirectly, is a director or in which an employee designated as such, ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ or an executive Corporate Officer of the Company (currently or who has held such an office in the last five years) is a director UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 133 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board Jean- Cécile Jean- Martin pierre Laurent agathe rémi girerd- Michel Corinne Didier Independent members of the Board Ducroquet vannier Bonduelle Danjou Duriez Jorry thierry Wallaert Cliqué Non- Status Independent Independent Independent Independent Independent Independent Independent Independent Independent Not be a customer, supplier, investment banker, financing banker, consultant(1): 1 of the Company or its group; ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 1 or one for which the Company or its group represents a significant portion of its business Have no close family ties with the ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ General Partner or a Corporate Officer(2) Not be or have been a Statutory Auditor ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ of the Company in the last five years Not be a member of the Board of the ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Company for more than 12 years For non-executive Corporate Officers, not receive variable compensation in cash or securities or any compensation linked ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✖ to the performance of the Company or group Not represent a Shareholder with a measure of control over the Company or ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ its parent company (threshold of 10% of share capital or voting rights)(3) In this table, ✔ means that an independence criterion has been met and ✖ that an independence criterion has not been met. (1) It should be noted that there is no business relationship between the members of the Supervisory Board and a Bonduelle Group company. (2) There are no family ties among Corporate Officers within two degrees of lineal kinship or three degrees of collateral kinship. (3) In accordance with the Company’s legal structure as a French limited partnership with shares, control is exercised by the General Partner. 3.2.4 Specific information relating to corporate officers To the best of the Company’s knowledge, pursuant to the — have been subject to a third-party claim or to an official public statements received from interested parties, on the date this sanction handed down by a statutory or regulatory authority document was drawn up, in the past five years none of the (such as the Autorité des marchés financiers [AMF]) including directors or officers: designated trade associations; — have been convicted of fraud; — have been prevented by a court from serving as a member of — have been involved in a bankruptcy, receivership, liquidation an administrative, management or supervisory body, or or judicial administration and having served has a member of from being involved in the management or oversight of a an administrative, management or supervisory body; company’s business dealings. 134 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board 3.2.5 Conflicts of interest at General Management and Supervisory Board level To the best of the Company’s knowledge, pursuant to the — draw any conclusions as to the performance of duties. statements received from interested parties, on the date this Depending on the circumstances, the member must: document was drawn up: • either abstain from attending the debates and abstain from — no conflict of interest has been identified between the taking part in the vote on the corresponding resolution, or corporate duties of the General Partner, the General Management and the Supervisory Board and their private • stop attending Supervisory Board meetings during the period in which the member has a conflict of interest, or interests and/or other duties; — no arrangements have been made, or agreements reached, • resign from the role of member of the Supervisory Board. with the main Shareholders, customers, suppliers or others, Should these abstention or withdrawal rules not be respected, under which the General Partner, the General Management the member of the Board may be held liable. or one of the members of the Supervisory Board has In addition, the Chairman of the Supervisory Board shall not be been selected to serve as a member of an administrative, obliged to send information or documents appertaining to the management or supervisory body or as a member of the contentious issue to the members of the Supervisory Board if 3 Executive Management; he has serious grounds for believing that they have a conflict — the General Partner (except Article 18.1 of the Articles of of interest, and shall inform the Supervisory Board that such Association), members of the General Management or information or documents have not been sent. the Supervisory Board have not agreed to any restrictions In addition, each member of the Supervisory Board is also regarding the sale, within a certain period of time, of their required to answer a questionnaire relating in particular to the securities in the issuer, other than those described in business relations maintained with the group and the existence Section 7.2.3. or not of a situation of conflict – or potential conflict of interest: Furthermore, the Supervisory Board’s rules of procedure set out — at the time of his/her appointment; procedures for managing conflicts of interest within the Board. — each year, on the occasion of the preparation of the universal In a situation suggesting, or that might suggest, a direct or registration document. indirect conflict between the Company’s interest and the member’s personal interest or the interest of the Shareholder At its meeting of October 4, 2024, the Board confirmed that or the group of Shareholders that the member represents, the none of its members had any conflicts of interest with regard to Supervisory Board member in question must: the performance of their duties during the fiscal year 2023-2024. — inform the Supervisory Board as soon as the conflict of interest is known; and 3.2.6 Related-party transactions — Compensation of Corporate Officers: see 3.4.2. — Compensation of directors and officers: see Note 12.2.3 to the annual consolidated financial statements. — Special report of the Statutory Auditors on regulated agreements: see 6.8. 3.2.7 Service contracts To the best of the Company’s knowledge, on the date this management or supervisory bodies to the issuer or any one of document was drawn up, there were no significant service its subsidiaries and providing for the granting of benefits upon contracts linking the members of the Company’s administrative, fulfillment of any such contract. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 135 3 COrpOratE gOvErNaNCE rEpOrt Information on Bonduelle SCA corporate officers as well as on the composition, functioning and powers of the Supervisory Board 3.2.8 Delegations and authorizations granted to the General Management for share capital increases It is specified that the delegations and authorizations granted to the current delegations and authorizations granted by the the General Management for share capital increases, particularly Shareholders’ Meeting and showing the use made of these pursuant to Articles L. 225-129-1 and L. 225-129-2 of the French delegations during the fiscal year (see 7.1.3). Commercial Code, are mentioned in the table summarizing 3.2.9 Agreements entered into directly or through an intermediary, between, on the one hand, one of the Company’s corporate officers or one of the Shareholders holding more than 10% o the voting rights in the Company and, on the other hand, another company controlled by the former within the meaning of Article L. 233-3 of the French Commercial Code In accordance with the provisions of Article L. 225-37-4 2° of intermediary, between, on the one hand, one of the Company’s the French Commercial Code, the Company indicates that Corporate Officers or one of the Shareholders holding more than there are no agreements other than those relating to ordinary 10% of the voting rights in the Company and, on the other hand, transactions and concluded under normal terms and conditions, another company controlled by the former within the meaning entered into during the past fiscal year, directly or through an of Article L. 233-3 of the French Commercial Code. 3.2.10 Procedure for the evaluation of ordinary agreements concluded under normal terms and conditions Pursuant to Article L. 22-10-12 of the French Commercial Code, each year by the group’s Finance and Legal Departments, where at its meeting of September 25, 2020, the Supervisory Board applicable, with the Company’s Statutory Auditors. of Bonduelle SCA adopted a procedure entitled “Procedure for At the meeting called to review the financial statements for the evaluation of ordinary agreements concluded under normal the last fiscal year, the Supervisory Board is informed by the terms and conditions”. Chairman of the Board of the implementation of the evaluation This procedure aims, on the one hand, to provide details of the procedure, its results and any observations he may have. criteria used by the Company to identify and classify ordinary The Supervisory Board draws the consequences it deems agreements entered into under normal terms and conditions necessary. Where appropriate, it reclassifies the agreements to which it is a party, and, on the other hand, to assess whether identified during the annual review that no longer meet these agreements continue to meet these conditions. This the criteria allowing them to be considered as ordinary and procedure involves the group’s Finance and Legal Departments entered into under normal terms and conditions as regulated in order to qualify the agreement as free, ordinary or regulated. agreements, it ratifies them and submits them for ratification The ordinary and normal nature of an agreement is assessed to the next Shareholders’ Meeting, based on the Statutory on a case-by-case basis in light of the Company’s business and Auditors’ special report, in accordance with the provisions of corporate purpose and the terms and conditions, in particular Article L. 225-42 of the French Commercial Code. financial, attached to the agreement in question. At the meeting of October 4, 2024, it was noted that there were The agreements in force, which are considered ordinary and no ordinary agreements entered into under normal conditions. concluded under normal terms and conditions, are reviewed Consequently, the evaluation procedure was not implemented. 3.2.11 Specific terms and conditions for Shareholder participation in the Shareholders’ Meeting General information about the Company: see 7.6. 136 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on the functioning of the Supervisory Board 3.3 Information on the functioning of the Supervisory Board The Supervisory Board presents below the items of its report amendments to the General Management compensation referred to in Article L. 226-9 of the French Commercial Code. policy, issued a favorable opinion on these amendments. At its meetings, the Supervisory Board was kept up-to-date Consequently, these changes will be the subject of draft by the General Management, on a regular basis, of changes in resolutions to be submitted to the next Shareholders’ Meeting. Bonduelle Group activities. The draft resolutions proposed by the Executive Management The General Management provided the Supervisory Board with and the General Partner are supplemented to propose the all the documents required to evaluate the performance of following resolutions to the next Shareholders’ Meeting: its obligations and to review the annual and interim financial — approval of the compensation policy for members of the statements. It also provided the Supervisory Board with all Supervisory Board; the information regarding the financial statements, financial — approval of the information referred to in Article L. 22-10-9 of commitments and risks associated with the group’s activities. the French Commercial Code; 3 The General Management’s report shows the development of the — approval of the fixed, variable and exceptional components of group’s activities and results over the fiscal year 2023-2024. The the total compensation and benefits of any kind paid during consolidated financial statements show sales of 2,371.8 million the past fiscal year or allocated for the same fiscal year to euros compared to 2,406.2 million euros for the previous fiscal Pierre et Benoît Bonduelle SAS, General Manager; year, current operating income of 75.3 million euros compared to 65.9 million euros and net income attributable to owners of — approval of the fixed, variable and exceptional components of the Company of -119.7 million euros compared to 14.5 million the total compensation and benefits of any kind paid during euros in 2022-2023. the past fiscal year or allocated in respect of the same fiscal year to Martin Ducroquet, Chairman of the Supervisory Board. The Supervisory Board has closely monitored the economic situation of the Bonduelle Group and its operations, particularly In conclusion, there are no observations to make regarding the in North America and Russia. The Board notes with satisfaction financial statements presented and the resolutions proposed the group’s resilience in a consumer environment under do not require any comments from the Supervisory Board. pressure and the increase in recurring operating profitability. In particular, the General Management will be proposing to the Shareholders’ Meeting to renew the terms of office of The Supervisory Board, taking into account the recommendations Agathe Danjou and Cécile Girerd-Jorry as members of the of the Audit Committee based on a call for tenders, proposes to Supervisory Board, for a period of three years, i.e. until the close the Shareholders’ Meeting to appoint Grant Thornton to replace of the Shareholders’ Meeting to be held in 2027 to approve the Forvis Mazars, affected by the regulatory term limit with regard financial statements for the fiscal year just ended; concerning to terms of office, and to renew the term of office of Deloitte & the term of office of Martin Ducroquet, who will lose his status Associés as Statutory Auditors for a period of six fiscal years, i.e. as an independent member, the General Management will be until the Shareholders’ Meeting held in 2030. proposing to the Shareholders’ Meeting to acknowledge the It proposes, taking into consideration the recommendations expiry of Martin Ducroquet’s term of office and not renew it of the Audit Committee, to appoint Deloitte & Associés as or replace him; and to renew the expiring authorizations and Statutory Auditor in charge of the certification of sustainability delegations granted to the General Management at previous information, for a period of three fiscal years, i.e. until the Shareholders’ Meetings. It will also be proposed to renew in Shareholders’ Meeting held in 2027. advance the financial delegations for share capital increases The Supervisory Board agrees with the proposal made by the for public offerings, by private placement, and in consideration General Management to the General Partner to set the amount of contributions in kind, as well as to grant the General of the dividend at 0.20 euro gross per share. Management a new delegation for share capital increases for the benefit of named persons, in order to take into account the It should also be noted that the Supervisory Board has new provisions of Law No. 2024-537 of June 13, 2024 aimed at issued a favorable advisory opinion to the General Partner in increasing the financing of companies and the attractiveness of connection with the establishment of the General Management France. compensation policy for the fiscal year 2023-2024, which will be the subject of a draft resolution to be submitted to the next Lastly, the General Management will also propose to the Shareholders’ Meeting. Shareholders’ Meeting the amendment of Article 19.2 of the Articles of Association, in order to take into account the new In addition, the General Partner has asked the Supervisory provisions resulting from the aforementioned law concerning Board to give an advisory opinion on the General Management the use of telecommunications media during Supervisory Board compensation policy from the fiscal year 2024-2025. On meetings, written consultation of the Board and the possibility October 4, 2024, the Supervisory Board, asked as part of for members of the Supervisory Board to vote by mail. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 137 3 COrpOratE gOvErNaNCE rEpOrt Information on the functioning of the Supervisory Board 3.3.1 Corporate governance code At its December 4, 2008 meeting, the Supervisory Board of the It is specified that the group’s governance revolves around Bonduelle Group adopted the principles of the Afep-Medef the differentiated roles of the Board of Directors of Bonduelle Corporate Governance Code. The Afep-Medef Code can be SA, the group’s operational holding company, and of the consulted on the website: https://afep.com/publications/code- Supervisory Board of Bonduelle SCA, as specified in Section 3.1. de-gouvernement-dentreprise-des-societes-cotees/ This governance makes it possible to distinguish the roles of It noted that certain provisions were not applicable in the case each of these Boards: the Board of Directors of Bonduelle SA is of a French limited partnership with shares, such as: responsible for approving the Company’s strategy, including its CSR strategy within the framework set by the General Partner, — point 1.2 of the Afep-Medef Code relating to the Board and the Supervisory Board ensures the permanent oversight of of Directors of a French public limited company (société the Company. anonyme) does not apply to a société en commandite par actions (French limited partnership with shares). This is why the group has chosen to set up a Remuneration The Supervisory Board is not included in the decision- Committee within Bonduelle SA, in order to give it a decision- making process; it ensures the permanent oversight of the making, strategic and operational role. This choice was also management of the Company by the General Management; made for the CSR Committee, so that it could take part in strategic discussions, decisions and targets set in terms of CSR — point 3 of the Afep-Medef Code on the diversity of governance and business ethics. A member of the Supervisory Board is organization, this possibility being specific to public limited also a member of this Committee, to ensure that sustainability companies is not applicable in the context of a French limited information is properly communicated and monitored between partnership with shares. the various bodies. This member acts as a liaison and reports The Supervisory Board also noted that certain recommendations on the preparatory work of the CSR Committee to the Audit were not included, namely paragraphs 5 and 16 of the said code Committee and the Supervisory Board. The member of the CSR (multi-year strategic guidelines on CSR, the Appointments and Committee is selected based on their skills in the area and is Remuneration Committee and the CSR Committee). independent (see 2.1.2.1 and 3.1.4). 3.3.2 Composition of and conditions for preparing and organizing the work of the Supervisory Board Composition of the Supervisory Board Duties of the Supervisory Board In accordance with the law and the provisions of the Articles The Supervisory Board is responsible for permanent oversight of of Association, the Supervisory Board is composed of between the management of the Company by the General Management three and eighteen members selected from among the (reviewing the financial and sustainability information, assessing Shareholders who do not qualify as General Partners and the conduct of Company business) and must act in all are neither the legal representative nor the Manager of the circumstances in the corporate interest of the Company and on General Partner. Its members are appointed by the Ordinary behalf of the Shareholders. Shareholders’ Meeting and one-third of its members is renewed Duties of the Supervisory Board: every three years. — the Supervisory Board performs the duties assigned to it by The Supervisory Board also includes one member representing law and by the Articles of Association of Bonduelle SCA; the group’s employees when the number of members of the Supervisory Board appointed by the Shareholders’ Meeting — it reviews the preparation and control of accounting and is less than or equal to eight, and two members representing financial information; employees when it is greater than eight. — it reviews the Company’s financial position, cash position and The term of office of the members of the Supervisory Board commitments (during the review of the annual and interim representing the employees is three years. However, when a financial statements and whenever necessary); second member of the Supervisory Board representing the — it reviews the annual and interim financial statements drawn employees is appointed during the term of office of the first up by the General Management; member representing the employees, and in order to ensure the simultaneous renewal of the two members, the first term of — it gives its opinion as to the regularity of the management; office of the second member representing the employees shall expire on the same date as the expiry of the term of office of the first member representing the employees. The current composition is described in Section 3.1.3. 138 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on the functioning of the Supervisory Board — it regularly reviews risks such as financial, legal, operational, corporate and social responsibility. This information is provided social and environmental risks (in particular in the context of at meetings of the Supervisory Board and its members are the review of risk mapping) and the measures taken as a result. familiar with the documentation in advance. To this end, it relies on the work of the Audit Committee, which The Company also provides members of the Supervisory Board is responsible in particular for ensuring the effectiveness of with useful information at any time during the life of the internal control and risk management systems. In addition, Company between meetings of the Board, if the importance the Supervisory Board receives all information necessary for or urgency of the information so requires. This permanent the performance of its duties, in particular from the executive information also includes all relevant information, including Corporate Officers; critical information, concerning the Company, in particular press — it ensures the implementation of a system for the prevention articles and financial analysis reports. and detection of corruption and influence peddling. It is provided with all the information necessary for this purpose; Functioning of the Supervisory Board — it also ensures that executive Corporate Officers implement a policy of non-discrimination and diversity, particularly with The Articles of Association stipulate that the Supervisory Board regard to the balanced representation of women and men on shall meet as often as required in the interests of the Company, management bodies; and the rules of procedure set the minimum number of meetings per year at five. — it ensures that the Shareholder’s rights are respected. The 3 Supervisory Board must be assured of the relevance, balance, In addition, the Supervisory Board may hear any employee comparability, reliability, clarity and instructional nature of of the Bonduelle Group during a meeting of the Supervisory the information provided to Shareholders and to the financial Board, assign one or more members of the Supervisory Board markets, particularly with regard to strategy, growth model, to occasionally question a manager and request specific audits. how the Company deals with material extra-financial issues It may also call on external advisors, in agreement with the as well as its long-term outlook, in accordance with current General Management, at the expense of the Company. accounting standards; To detail the conditions under which the Supervisory Board — it sets up a procedure for regularly assessing whether prepares and organizes its work, the Board has drafted rules agreements relating to ordinary transactions and concluded of procedure that also describe the rights and obligations under normal terms and conditions meet these conditions. of its members. In addition, these rules of procedure specify Persons directly or indirectly involved in any of these the procedures for informing members, in particular about agreements do not participate in their evaluation; significant transactions or events of the Company. It is available — it establishes the elements of the compensation policy on the website www.bonduelle.com. applying to the members of the Supervisory Board and gives an advisory opinion on the elements of the compensation policy applying to the General Manager, taking into account Specialized committees the principles and conditions provided for in the Company’s The Supervisory Board may set up one or more committees Articles of Association. The compensation policy is in line from among its members to study important issues requiring with the Company’s corporate interest, contributes to its in-depth consideration. It may decide to bring in non-members sustainability and is part of its commercial strategy; of the Supervisory Board to serve on these committees, with the — it approves the report on corporate governance, in which it exception of the Audit Committee. reports on the activities of the Supervisory Board; The Board decided to create an Audit Committee comprised — it reports irregularities and inaccuracies in the interim of at least three, and no more than five, Supervisory Board and annual consolidated and parent company financial members, for which the competence criteria are defined by statements; law and are set out in the rules of procedure of the Supervisory Board and the rules under which the Audit Committee operates. — it proposes to the General Manager, where applicable, any changes to the Articles of Association that it deems This Committee is in charge of preparing the meetings of the appropriate. Supervisory Board, notably with respect to the following points: The members of the Supervisory Board are entitled to receive — monitoring the process of preparing financial and from the Company all the information and documents sustainability information, including in digital form, in necessary for the performance of their duties. In particular, accordance with regulations, the process implemented to the members of the Supervisory Board are informed of the determine the information to be published in accordance Company’s financial position, cash position and commitments, with the standards for disclosing sustainability information market developments, the competitive environment and and, where appropriate, to make recommendations to ensure the main challenges, including in the area of the Company’s the integrity of these processes; UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 139 3 COrpOratE gOvErNaNCE rEpOrt Information on the functioning of the Supervisory Board — reviewing the annual and interim parent company and implementation methods. In general, the diversity in the consolidated financial statements and monitoring the duties composition of the Supervisory Board must make it possible to of the Statutory Auditors and the certification of sustainability promote the expression of independent points of view and to information, taking into account, where applicable, the maintain high standards in terms of the Company’s governance. observations and conclusions of France’s supervisory body for As specified in its rules of procedure, the Board considers the Auditors, the Haute Autorité de l’audit, following the audits desired balance of its membership and that of its committees, carried out in application of Articles L. 820-14 and L. 820-15 of particularly in terms of diversity (representation of men and the French Commercial Code; women, nationality, age, professional qualifications and — monitoring the effectiveness of internal control and risk experience, etc.). Once a year and at each renewal of terms of management systems and, where applicable, internal audit, office or appointment of new members, it examines how this as regards the procedures relating to the preparation and balance is applied. processing of accounting and financial and sustainability information. As such, he or she hears the Head of Internal gender balance policy applied to management Audit, gives his or her opinion on the organization of the bodies service and is informed of the work program, without As Bonduelle SCA has no employees, there is no non- compromising his or her independence. With regard to discrimination and diversity policy within it. In accordance with the Committee’s monitoring of risk management, it covers point 2.4.8 of its rules of procedure, the Supervisory Board’s role financial, operational, social and environmental risks and their is to ensure that the executive Corporate Officers implement hedging. In particular, it assesses the means implemented by a policy of non-discrimination and diversity, particularly with the Company to monitor its exposure to risks and manage regard to the gender balance within management bodies. them, particularly in the context of the review of risk mapping; At its meeting of September 24, 2021, the General Manager — making a recommendation regarding the Statutory Auditors presented to the Supervisory Board: proposed for appointment by the Shareholders’ Meeting; — the gender balance policy applied to management bodies; — making a recommendation on the Statutory Auditors, and/ — the objectives of this policy; or, where applicable, the independent third party(ies), responsible for certifying sustainability information proposed — their implementation methods. for appointment by the Shareholders’ Meeting; The group has also publicized this policy, which is available — approving the Statutory Auditors’ provision of services on the website(1). General Management has indicated that other than the certification of the financial statements and this diversity policy will be based on the Company’s values (in sustainability information; particular fairness and people-minded), which will apply to the entire process of managing men and women and wherever the — the independence of the Statutory Auditors, and/or, where group operates, with the aim of increasing diversity over the applicable, the independent third party(ies) and, in particular, long term. compliance with rules governing the appointment of Statutory Auditors and the length of their terms of office. Thus, fully in line with its ambition as a positive impact company and its desire to become a B Corp company, Bonduelle’s General In addition, it may request or delegate to one of its members Management has indicated that it intends to strengthen gender the task of seeking external advice. This delegation must be diversity within the group and has set a target of 35% women express and decided at a meeting of the Audit Committee. In within its Top Management by 2025, which represents a strong accordance with the Supervisory Board’s rules of procedure, the commitment for a population of Top Managers. approval of the Executive Management is required to engage external consultants. At June 30, 2024, 47% of all Company employees are women. 46% of Bonduelle’s management are women, which is a true The Audit Committee’s draws on the recommendations of the reflection of the proportion of women in the Company. However, Poupart Lafarge report of July 22, 2010, published under the Bonduelle wants to go further and intends to act within its Top auspices of the Autorité des marchés financiers (AMF). Management. Convinced that diversity is an asset for the Company, Bonduelle Non-discrimination and diversity policy is working on this area and has rolled out an action plan to make further steady progress. This will include recruitment in Diversity policy among members particular, but will also cover internal promotion and training of of the Supervisory Board Managers. In accordance with recommendation 7 of the Afep-Medef Bonduelle’s desire to move forward in this direction involves Corporate Governance Code, the Supervisory Board promotes promoting access by women to management positions. diversity within it, sets the criteria used to assess diversity, Mastering the skills required is, and will always remain, the key defines the objectives pursued in terms of diversity and its to accessing a position. (1) https://www.bonduelle.com/app/uploads/2022/04/CP_Bonduelle-politique-de-mixite-diversite-juin-2021.pdf 140 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on the functioning of the Supervisory Board However, the aim is to encourage applications from women The Supervisory Board was pleased to note the commitment for each vacancy. Flexibility (facilitated by digital technology in of its members at its meetings, including those of the Audit particular) will be a valuable ally to achieving this. These changes Committee. The attendance table below shows an attendance illustrate the inclusive dynamic within the Bonduelle Group. rate of 98%. Bonduelle’s Top Management currently represents 296 people. The Supervisory Board benefited from high-quality information The proportion of women was 32% at June 30, 2024. The and presentations. It appreciated the comprehensive nature of ambition for progress is substantial because recruiting for these the information and reports presented to it, and the quality of levels of positions takes time. its discussions with the General Management and Executive Since 2021, an action plan has been put in place around the Management. following areas: The Board conducted its annual assessment of its ability to — offer jobs in line with the diversity policy put in place and meet the expectations of the Shareholders who have given particularly inclusive towards women targeting Manager or it the mandate to control the Company, by reviewing its Top Manager positions; composition, organization and operation. The Supervisory Board considers that it has been able to carry out its control mission — identify and develop female talent in each job category, with constructively and has ensured the effective contribution of access to development programs, such as the “Bonduelle each of its members. Executive Program” to develop leadership; After the end of the fiscal year, the Board was consulted on 3 — encourage the presence of at least one woman on a short list issues relating to the organization of the fresh food business for each recruitment. in Europe at its meeting of August 28, and in particular on the plan to resize the fresh food business in France (including a plan activities of the Supervisory Board during to shut down the Saint-Mihiel site and a plan to reorganize the support functions of Genas) as well as the plan to terminate the fiscal year bagged salad activities in France and Germany. It was presented with the conclusions of the review of the value of the assets Work of the Supervisory Board of the fresh food business in North America, leading to their During the fiscal year, the Board held six meetings, each lasting impairment. an average of seven hours. At its meeting of October 4, 2024, the Board reviewed At its September 29, 2023 and February 29, 2024 meetings, the the agreements concluded in prior fiscal years whose Supervisory Board reviewed the annual and interim financial implementation continued during the fiscal year. The Board statements prepared by the General Management, and noted that the economic conditions of these agreements had acknowledged items of financial communication on which it not changed. offered an opinion. Lastly, as specified above, the Board issued a favorable opinion at The Board did not examine any new regulated agreements the same meeting concerning the amendments to the Articles during the fiscal year. of Association and the General Management compensation Please note that meetings are primarily held without the policy established by the General Partner. General Manager being in attendance. Nevertheless, the Board also benefited from specific presentations made by the General Work of the audit Committee Management and the Company’s Executive Management on The Audit Committee is composed of four members. the progress of business, the monitoring of the group’s activities Jean-Michel Thierry has been Chairman since December 5, 2019. and the short-, medium- and long-term strategic orientations and the various changes within the Global Executive Leadership The other members of the Committee are Martin Ducroquet, Team. The Board was also informed of the governance changes Jean-Pierre Vannier and Cécile Girerd-Jorry. The members of the within Pierre et Benoît Bonduelle SAS, General Manager. Audit Committee are independent, and have accounting, legal and financial, or statutory audit expertise, characterized by the It was also presented with the group’s risk mapping and training and/or professional background of said members (see audit plan for the fiscal year, as well as follow-up points on Section 3.2). compliance programs (as defined in 2.4.1), monitoring the roll- out of the cybersecurity plan, updates on the Corporate Social The Audit Committee met five times during the fiscal year. Responsibility strategy and, in particular, the creation of the CSR The attendance rate was 95%. Committee within Bonduelle SA, and the discussions of this The Audit Committee performed the following tasks: committee concerning the inclusion of extra-financial criteria in the compensation of the General Manager. — in-depth review of the interim and annual financial statements; The Chairman kept the Supervisory Board informed of his activity in terms of dialog with Shareholders. — review of the effectiveness of internal control and risk management systems, by examining internal audit reports, in particular; UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 141 3 COrpOratE gOvErNaNCE rEpOrt Information on the functioning of the Supervisory Board — review of the independence of the Statutory Auditors; The Committee also defined, in liaison with the group’s Executive — monitoring of the “risk mapping” procedure and action plans Management, the assignments and tasks of the Internal Audit undertaken concerning the principal risks identified; Department. — results of the audits carried out by the Internal Audit During its meetings, the Audit Committee heard presentations Department; from the group’s Chief Finance Officer, Deputy Chief Finance Officer, the Directors of the group’s Financial Services and — approval of non-audit services (Services Other than the Internal Audit Departments, and the Statutory Auditors. Certification of the Financial Statements, or SACC); The Audit Committee is pleased to note that, when providing — analysis and monitoring of the call for tenders relating to the their report, the Statutory Auditors once again praised the quality Statutory Auditors and preparation of recommendations of the closing process of the accounts, the information made submitted to the Supervisory Board on this subject; available and the explanations provided by the local Finance — analysis and monitoring of the selection of the Statutory Departments and the Bonduelle Group Finance Department. Auditor(s) or independent third party(ies) responsible for the In addition to providing the Supervisory Board with regular certification of sustainability information and preparation of summaries of each meeting, at its meeting on October 4, 2024, recommendations submitted to the Supervisory Board on the Chairman presented the Board with an annual report on the this subject. Committee’s work. Board and Committee members’ attendance table Board audit Committee Number of meetings in 2023-2024 6 5 Members’ attendance: Martin Ducroquet 6 meetings/100% 4 meetings/80% Jean-Pierre Vannier 6 meetings/100% 5 meetings/100% Laurent Bonduelle 6 meetings/100% Agathe Danjou 6 meetings/100% Matthieu Duriez(1) 3 meetings/100% Rémi Duriez(2) 3 meetings/100% Cécile Girerd-Jorry 6 meetings/100% 5 meetings/100% Jean-Michel Thierry 6 meetings/100% 5 meetings/100% Corinne Wallaert 5 meetings/83% Didier Cliqué 6 meetings/100% Overall attendance rate 98% 95% (1) Term of office ended during the fiscal year. (2) Appointed during the fiscal year. 142 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on compensation 3.4 Information on compensation In accordance with the legal system in force, the following votes are planned for the Ordinary Shareholders’ Meeting: — firstly, an annual ex-ante vote that deals with the compensation — secondly, an “overall” ex-post vote, which provides an overview policies for Corporate Officers (i.e. the General Manager(s) of the information on the compensation of Corporate Officers and Supervisory Board members). This policy must present of the Company contained in certain sections of the corporate the principles and criteria, aligned with the Company’s governance report; interests, determining the compensation of Corporate — thirdly, an “individual” ex-post vote giving rise to two separate Officers. This policy is binding, which means that Corporate resolutions on the individual compensation of the General Officers may only be paid compensation that complies with a Management and the Chairman of the Supervisory Board. compensation policy that has been previously approved; 3.4.1 Compensation policies for the General Management (Executive Corporate Officer) and Supervisory Board members 3 (Non-Executive Corporate Officers) subject to approval at the Shareholders’ Meeting on December 5, 2024 3.4.1.1 Compensation policies the meeting of the Board that issues the opinion on this policy. Finally, the Shareholders’ Meeting votes on the compensation The compensation policy describes all the components of policy every year (ex-ante vote). fixed and variable compensation and sets out the decision- making process followed for their determination, review and The General Management compensation policy is in line with implementation with regard to the compensation of the the Company’s interest and contributes to the Company’s General Management and Supervisory Board members. commercial strategy and sustainability insofar as this policy complies with the Articles of Association and is based on The compensation policy for the General Management and objective elements of the group’s performance, described Supervisory Board members is the subject of a draft resolution below. submitted annually to the Ordinary Shareholders’ Meeting (ex- ante vote) and General Partner for approval, as well as upon It emphasizes that in each country where the group operates, each material change to the compensation policy. the employee compensation policy is designed to comply with local standards. With regard to executives, the compensation The compensation policy for Corporate Officers will thus be the policy takes into account individual and collective performance, subject of two separate resolutions at the Combined Ordinary including, for top leaders, the group’s results, which meets the and Extraordinary Shareholders’ Meeting of December 5, 2024: requirements of Article R. 22-10-40 of the French Commercial the first will cover the compensation policy for the General Code. Management and the second will cover the compensation policy for members of the Supervisory Board. As specified in 3.3, the Supervisory Board issued a favorable advisory opinion, following the General Partner’s request concerning amendments to the compensation of the General 3.4.1.2 general Management compensation Management from the fiscal year 2024-2025, these amendments policy being the subject of resolutions at the Shareholders’ Meeting of December 5, 2024. The components of this policy applying to the General Management are established by the General Partner, in If the change to the Articles of Association and/or the accordance with Article L. 22-10-76 of the French Commercial compensation policy are not approved by the Shareholders’ Code and after consulting the Supervisory Board and taking into Meeting, the compensation policy would remain unchanged account the principles and conditions provided for in the Articles and would remain defined as currently described in the Articles of Association. It is specified that the legal and/or permanent of Association. representative of the General Management does not attend UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 143 3 COrpOratE gOvErNaNCE rEpOrt Information on compensation 3.4.1.3 Compensation policy for members The Supervisory Board is allocated a fixed and maximum annual of the Supervisory Board compensation package (formerly termed “directors’ fees”), the amount of which is adopted by a resolution taken at the The elements of this policy applicable to the members of the Shareholders’ Meeting. Supervisory Board are established by the Supervisory Board. Any change in the amount of this envelope will be proposed by In accordance with Article 18 of the Articles of Association, the the Supervisory Board to the General Manager for inclusion on members of the Supervisory Board are appointed or reappointed the agenda of the Shareholders’ Meeting. by the Ordinary Shareholders’ Meeting. The General Partner may, at any time, propose the appointment of one or more new The total annual amount of compensation allocated to the members of the Supervisory Board. A third of the members of Supervisory Board takes into account the meetings of said Board the Supervisory Board is renewed every three years at an annual and the Audit Committee, as well as the participation in other Ordinary Shareholders’ Meeting. Any appointment, whether bodies requested from other members. The Supervisory Board to replace a member of the Supervisory Board or not, is made proposed to the General Management to increase the package until the next renewal of the Supervisory Board for the term of from 80,000 euros to 100,000 euros, in order to anticipate the office in question. The terms of office of the members of the need for additional meetings and the participation of one of its Supervisory Board are presented in Section 3.2.3. members in the Bonduelle SA CSR Committee. This new total amount will be the subject of a draft resolution submitted to This policy is presented in a clear and intelligible manner in the the next Shareholders’ Meeting and will be applicable from the corporate governance report. In accordance with the legislation fiscal year 2024-2025. in force (Articles L. 22-10-76 and R. 22-10-40 of the French Commercial Code), the compensation policy for Supervisory The criteria for distributing this compensation applicable from Board members is the subject of a draft resolution submitted the fiscal year 2024-2025 are set out below and apply to all annually to the Ordinary Shareholders’ Meeting and to the members of the Supervisory Board, with the exception of the General Partner for approval, as well as at the time of each member(s) representing the group’s employees. significant change to the compensation policy. Members representing the employees do not receive any This compensation policy for Supervisory Board members was compensation for their mandates within one of the group’s established by the Supervisory Board of Bonduelle SCA at its companies. meeting of October 4, 2024. It is also specified that in case of written consultation, they will not give rise to compensation. 144 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on compensation The principles of the compensation policy are thus as follows: proportion of the variable portion based on attendance Supervisory Board Chairman 100% Vice Chairman 100% Member(s) of the Supervisory Board representing employees N/A Other members of the Supervisory Board 100% audit Committee Chairman of the Audit Committee 100% Member(s) of the Supervisory Board representing employees and member of the Audit Committee(1) N/A Other members of the Audit Committee 100% participation in the Bonduelle Sa CSr Committee and report to the Supervisory Board(2) 100% (1) This clarification is provided in the event that a member of the Supervisory Board representing the employees is appointed to the Audit 3 Committee. (2) As mentioned in 3.1.4, the CSR Committee is issued from the Board of Directors of Bonduelle SA. Its composition is hybrid, enabling the group’s various Boards and committees to liaise with one another. The Supervisory Board member appointed to this Committee to represent the Supervisory Board and report to it on the work and deliberations of said Committee is entitled to compensation from Bonduelle SCA based on his or her attendance at meetings of said CSR Committee. The allocation of compensation among the members of the they hold (salary and, as the case may be, profit-sharing, variable Supervisory Board is determined on the basis of the effective compensation and/or free shares). participation of each member in meetings of the Board and, The policy thus implemented, which results in an overall where applicable, of the Audit Committee, as well as the duty amount of compensation that, set by the Shareholders at the to participate in the CSR Committee, it being specified that Shareholders’ Meeting, has not changed since 2017 and takes the Chairman of the Board and the Chairman of the Audit into account the effective participation of members in Board Committee receive a higher amount. The Vice Chairman may and Audit Committee meetings, as well as the duty to participate also receive an increased amount by unanimous decision of the in the CSR Committee, to determine this compensation, all of members of the Board. which is variable, and results in a measured, balanced and fair Payment of compensation due in respect of the past fiscal year is compensation that fully respects the corporate interest and made by Bonduelle SCA, in two installments for compensation contributes to the Company’s sustainability. due in respect of the past period. In accordance with the second paragraph of Article L. 22-10-76 In accordance with the recommendations of the Afep-Medef III of the French Commercial Code, the Supervisory Board may Code, the members of the Supervisory Board, including its decide to derogate from the application of the compensation Chairman, do not receive any other variable compensation, policy if this exception is temporary and subject to the stock options, performance shares or other benefits. occurrence of exceptional circumstances, is in the corporate However, in accordance with the applicable legal provisions, the interest and is necessary to ensure the Company’s continued member or members of the Supervisory Board representing existence or viability, for example the performance of specific the employees of the group hold or will hold an employment one-off assignments. Such a temporary derogation would contract with the Company or one of its subsidiaries and, as be made public and justified, in particular with regard to the such, will receive compensation corresponding to the position corporate interest of the group and its sustainability. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 145 3 COrpOratE gOvErNaNCE rEpOrt Information on compensation 3.4.2 Presentation of the components of compensation and benefits of all kinds for corporate officers subject to approval at the Shareholders’ Meeting on December 5, 2024 The components contained in this section are subject to approval at the Shareholders’ Meeting of December 5, 2024, in the ordinary resolutions relating to the approval of the information referred to in Article L. 22-10-9 I of the French Commercial Code (overall ex post say on pay). 3.4.2.1 General Management compensation paid during or allocated for the 2023-2024 fiscal year Fiscal year 2022-2023 Fiscal year 2023-2024 amount allocated amount paid amount allocated amount paid pierre et Benoît Bonduelle SaS Other compensation(1) 217,440 885,536 0 217,440 TOTAL 217,440 885,536 0 217,440 A difference between the amounts awarded and the amounts paid may be due to a deferred payment. The amounts awarded are paid in the current fiscal year. (1) The compensation of the General Management is established in accordance with the approved compensation policy and Article 17 of the Company’s Articles of Association and comprises two components: 1 compensation equal to 1.5% of consolidated net income attributable to owners of the Company of the previous fiscal year; 1 additional compensation equal to 1% of consolidated net income attributable to owners of the Company of the previous fiscal year, when the latter exceeds 1.5% of consolidated net sales. No other compensation is received by the General Management. The components in the columns from fiscal year 2023-2024 are subject to approval at the Shareholders’ Meeting of December 5, 2024, as part of the resolutions relating to the approval of the fixed, variable and exceptional components of total compensation and benefits of any kind paid during the past fiscal year or allocated for the same fiscal year to Pierre et Benoît Bonduelle SAS, General Manager (individual ex post say on pay). 3.4.2.2 Compensation and benefits of the Chairman of the Supervisory Board paid during or allocated for the fiscal year 2023-2024 Fiscal year 2022-2023 Fiscal year 2023-2024 amount allocated amount paid amount allocated amount paid Martin Ducroquet Compensation as member and Chairman of the Supervisory Board 14,400 14,400 16,400 14,400 Other compensation - - - - TOTAL 14,400 14,400 16,400 14,400 A difference between the amounts awarded and the amounts paid may be due to a deferred payment. The amounts allocated are partly paid during the current fiscal year and partly during the previous fiscal year. The components in the columns from fiscal year 2023-2024 are subject to approval at the Shareholders’ Meeting of December 5, 2024, as part of the resolutions relating to the approval of the fixed, variable and exceptional components of total compensation and benefits of any kind paid during the past fiscal year or allocated for the same fiscal year to Martin Ducroquet, Chairman of the Supervisory Board (individual ex post say on pay). 3.4.2.3 Equity ratios pursuant to Article L. 22-10-9 7° Given the absence of employees within Bonduelle SCA, the equity ratio mentioned in Article L. 22-10-9 7° is inapplicable. 146 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on compensation 3.4.2.4 Compensation and benefits of Supervisory Board members paid during or allocated for the fiscal year 2023-2024 Fiscal year 2022-2023 Fiscal year 2023-2024 (in euros) Non-executive Corporate Officers amount allocated amount paid amount allocated amount paid Martin Ducroquet Compensation as member and Chairman of the Supervisory Board 14,400 14,400 16,400 14,400 Other compensation - - - - Jean-pierre vannier Compensation 9,900 9,900 12,100 9,900 Other compensation - - - - Laurent Bonduelle Compensation 5,500 5,500 6,600 5,500 Other compensation - - - - 3 Agathe Danjou Compensation 5,500 5,500 6,600 5,500 Other compensation - - - - Matthieu Duriez(1) Compensation 5,500 5,500 3,300 5,500 Other compensation - - - - rémi Duriez(2) Compensation - - 3,300 - Other compensation - - - - Cécile girerd-Jorry Compensation 9,900 9,900 12,100 9,900 Other compensation - - - - Jean-Michel thierry Compensation 11,500 11,500 14,100 11,500 Other compensation - - - - Corinne Wallaert Compensation 4,400 4,400 5,500 4,400 Other compensation - - - - Didier Cliqué Compensation (3) (3) (3) (3) Other compensation (3) (3) (3) (3) TOTAL 66,600 66,600 80,000 66,600 The compensation is paid according to attendance rates at Supervisory Board and specialized committee meetings in accordance with the approved compensation policy. No other compensation is received by the non-executive Corporate Officers, including stock options or performance shares. It is specified that no other compensation has been paid or allocated by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code to the members of the Supervisory Board, with the exception of the member of the Supervisory Board representing employees, who receives compensation under his or her employment contract. A difference between the amounts awarded and the amounts paid may be due to a deferred payment. The amounts allocated are partly paid during the current fiscal year and partly during the previous fiscal year. (1) Matthieu Duriez’s term of office expired at the end of the Shareholders’ Meeting of December 7, 2023. (2) Rémi Duriez’s term of office began at the end of the Shareholders’ Meeting of December 7, 2023. (3) In accordance with the rules of procedure, the member of the Supervisory Board representing the employees does not receive any compensation for his or her office. Other compensation received under his or her employment contract is confidential. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 147 3 COrpOratE gOvErNaNCE rEpOrt Information on compensation 3.4.3 Ratios and annual changes in compensation (Article 27.2 of the Afep-Medef Code) Pursuant to Article 27.2 of the Afep-Medef Code, the ratios are as follows: Fiscal year Fiscal year Fiscal year Fiscal year Fiscal year 2019-2020 2020-2021 2021-2022 2022-2023 2023-2024 Change (in %) of the compensation of the permanent and/or legal representative of the General Management(1) (0.85) 51.54 (7.08) (8.53) (67.15) Change (in %) in the compensation of the Chairman of the Supervisory Board 5.45 3.13 9.42 0 0 INFOrMatION ON tHE SCOpE OF tHE LIStED COMpaNY(2) Change (in %) in the average compensation of employees Ratio in relation to the average compensation of employees Change (in %) compared to the previous fiscal year Not applicable Ratio in relation to the median compensation of employees Change (in %) compared to the previous fiscal year aDDItIONaL INFOrMatION ON tHE EXtENDED SCOpE(3) Change (in %) in the average compensation of employees 5.73 1.36 3.72 6.57 (3.72) Ratio in relation to the average compensation of employees: A. Permanent and/or legal representative of the General Management 26.21 39.19 35.11 30.66 10.46 B. Chairman of the Supervisory Board 0.33 0.34 0.36 0.34 0.35 Change (in %) compared to the previous fiscal year: A. Permanent and/or legal representative of the General Management (6.22) 49.52 (10.41) (14.17) (65.88) B. Chairman of the Supervisory Board (0.26) 1.75 5.50 (6.16) 3.86 Ratio in relation to the median compensation of employees Change in ratio (in %) compared to the previous fiscal year A. P ermanent and/or legal representative of the General Management (4.20) 49.05 (9.34) (13.81) (67.63) B. Chairman of the Supervisory Board 1.89 1.44 6.76 (5.76) (1.45) COMpaNY pErFOrMaNCE Financial criteria: A. Net consolidated income (in thousands of euros) 54,602 57,121 35,429 14,488 (119,772) 117,610 B. Net REBITDA (in thousands of euros)(4) 198,071 189,717 reported 125,399 136,504 (1) In accordance with Afep-Medef recommendations, the components paid or allocated during fiscal year N: salary paid, annual variable portion paid in respect of N-1 during the fiscal year, allocation of multi-year LTI plans without presuming acquisitions. The allocation is not necessarily representative of the value at the time of payment, in particular if the performance conditions are not met. Compensation is gross and does not include employer contributions and charges. Bonduelle SCA has no employees. Compensation is due in respect of the corporate office at Bonduelle SA. No compensation is paid in respect of the office of permanent representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA. Changes in governance were announced in the previous fiscal year (see Section 3 of the 2022-2023 universal registration document). The permanent representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA, for the past fiscal year is Christophe Bonduelle and the equity ratios are based on the compensation paid for his corporate office (Chairman of the Board of Directors) of Bonduelle SA. (2) As the Company has no employees, the provisions of Article L. 22-10-9, 7° of the French Commercial Code are not applicable. (3) Average gross salary of permanent employees who have worked for 95% of the year in full-time equivalents working in France at one of the French entities of the consolidated group. The scope is extended, insofar as Bonduelle SCA has no employees. (4) Excluding IFRS 16. 148 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on compensation 3.4.4 Presentation of the components of compensation and benefits of the representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA Firstly, it is stated that Pierre et Benoît Bonduelle SAS, General Manager, has been represented by its legal representative, Christophe Bonduelle, since May 2, 2023. On April 6, 2024, the Board of Directors of said Company: — appointed Félix Bonduelle as Chairman of the Company. The latter has therefore been the legal representative of the General Manager since that date; — appointed Christophe Bonduelle as permanent representative of the Company to Bonduelle SCA, until June 30, 2024. The compensation presented below sets out, in particular, the compensation of the General Manager’s natural person representative during the past fiscal year with Bonduelle SCA. Thus, the compensation and benefits received (paid and allocated) by Christophe Bonduelle are presented. Summary of compensation and options and shares granted to the representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA (Table 1) 3 Fiscal year Fiscal year (in euros) 2022-2023 2023-2024 Christophe Bonduelle(1) Representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA Compensation awarded for the fiscal year (detailed in Table 2) 84,718(2) 432,023 Valuation of multi-year variable compensation awarded during the fiscal year 0 0 Valuation of stock options granted during the fiscal year 0 0 Valuation of free performance shares allocated during the fiscal year (detailed in Table 3) 0 0 TOTAL 84,718 432,023 (1) Bonduelle SCA has no employees. Compensation is due in respect of the corporate office at Bonduelle SA (Chairman of the Board of Directors) and any other compensation within the group. No compensation is paid in respect of the office as representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA. (2) Christophe Bonduelle represented the General Management to the Company from May 2, 2023 (see Section 3 of the 2022-2023 universal registration document) until June 30, 2024 inclusive. The compensation presented is that allocated during the two months of fiscal year 2022-2023 for which Christophe Bonduelle represented the General Management. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 149 3 COrpOratE gOvErNaNCE rEpOrt Information on compensation Table summarizing the compensation of each executive Corporate Officer of the issuer (Table 2) Fiscal year 2022-2023(1) Fiscal year 2023-2024 (in euros) amount allocated amount paid amount allocated amount paid Christophe Bonduelle(2) Representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA 1 Fixed compensation(3) 83,333 83,333 425,000 425,000 1 Annual variable compensation(4) Not applicable 0 0 0 Compensation allocated for office as a director Not applicable Not applicable 0 0 Benefits in kind: car 1,385 1,385 7,023 7,023 TOTAL 84,718 84,718 432,023 432,023 (1) Christophe Bonduelle represented the General Management to the Company from May 2, 2023 (see Section 3 of the 2022-2023 universal registration document). The compensation presented for the fiscal year 2022-2023 is that allocated during the two months of that fiscal year for which Christophe Bonduelle represented the General Management. (2) Bonduelle SCA has no employees. Compensation is due in respect of the corporate office at Bonduelle SA (Chairman of the Board of Directors) and any other compensation within the group. No compensation is paid in respect of the office as representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA. (3) Fixed compensation is not reviewed annually but takes into account changes in the size of the group and its challenges. It was decided by the Board of Directors of Bonduelle SA on the proposal of the Remuneration Committee. (4) Christophe Bonduelle does not receive variable compensation for his corporate office. 150 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information on compensation Performance shares allocated to the permanent representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA valuation of shares according to the method performance shares allocated Number used for the by the Shareholders’ Meeting during of shares consolidated the fiscal year to each Corporate allocated financial Officer by the issuer and by any plan number during the statements availability performance group company (list of names) and date fiscal year (in euros) vesting date date conditions Christophe Bonduelle(1) Representative of Pierre et Benoît Bonduelle SAS, Not Not Not Not Not Not General Manager of Bonduelle SCA applicable applicable applicable applicable applicable applicable NOT NOT NOT NOT NOT NOT TOTAL APPLICABLE APPLICABLE APPLICABLE APPLICABLE APPLICABLE APPLICABLE (1) Christophe Bonduelle represented the General Management to the Company from May 2, 2023 (see Section 3 of the 2022-2023 3 universal registration document) until June 30, 2024 inclusive. He does not benefit from any free share allocation plan. Compensation or benefits due or likely Compensation to be due as a result relating to Employment Supplementary of termination or change a non-compete contract(2) pension scheme of duties(3) clause Executive Corporate Officers Yes No Yes No Yes No Yes No Christophe Bonduelle(1) Representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA ✖ ✖ ✖ ✖ Start date of term of office(4) Expiration date of term of office(4) (1) Christophe Bonduelle represented the General Management to the Company from May 2, 2023 (see Section 3 of the 2022-2023 universal registration document) until June 30, 2024 inclusive. (2) The group has set up a supplementary defined-contribution pension agreement (Article 83 agreement) (see Section 5 Note 12 in the paragraph entitled “Post-employment benefits”). (3) Appointment as Chairman of Pierre et Benoît Bonduelle SAS on April 2, 2016 and Chairman of the Board of Directors of Bonduelle SA on November 28, 2017. (4) Term of office with Pierre et Benoît Bonduelle SAS is indefinite and expires on April 6, 2024, by decision of the Shareholders’ Meeting. On the same date, the Board of Directors appointed Christophe Bonduelle as permanent representative of Pierre et Benoît Bonduelle SAS to Bonduelle SCA until June 30, 2024 inclusive. For Bonduelle SA, the term of office began on November 28, 2017 and was renewed at the Shareholders’ Meeting approving the financial statements ended on June 30, 2023. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 151 3 COrpOratE gOvErNaNCE rEpOrt Information on items likely to have an impact in the event of a public takeover offer 3.5 Information on items likely to have an impact in the event of a public takeover offer — Details of the structure of the Company’s share capital are — Details of agreements between Shareholders of which the given in Sections 7.1.2 and 7.2. Company is aware and which may give rise to restrictions — No restrictions on the exercise of voting rights and transfers of on share transfers and exercising voting rights are set out in shares provided for in the Company’s Articles of Association Section 7.2.3. “Shareholders’ agreement.” or contractual clauses were brought to the attention of — Rules governing the appointment and replacement of the Company pursuant to Article L. 233-11 other than those General Management are listed in Section 7.6 “General described in Section 7.2.3. “Shareholders’ agreement.” It is information regarding the Company”. specified that Article 18.1 of the Articles of Association provides — Amendments to the Company’s Articles of Association shall that the shares of a General Partner may only be transferred, be made in accordance with the conditions laid down by the where applicable, with the unanimous agreement of the regulations. General Partners and the prior approval of the Extraordinary Shareholders’ Meeting of the Company’s Shareholders. The — The powers of the General Management, in particular beneficiary of the transfer thus authorized takes on the role with regard to the issue or buyback of shares are set out in of General Partner and acquires the rights and obligations of Sections 7.1.3 “Delegations and authorizations granted to the his, her or its predecessor and his, her or its name or company General Management for share capital increases” and 7.5 name, as the case may be, is set out in Article 1 of the Articles “Description of the share repurchase program”. of Association. — No agreements concluded by the Company would be — Direct or indirect stakes in the Company of which it is aware amended or would cease to apply in the event of a change in by virtue of Articles L. 233-7 and L. 233-12, are set out in the ownership of the Company. Section 7.2 “Shareholding structure.” — No agreements provide for the payment of indemnities — No-one owns securities conferring special rights of control. to General Management or employees in the event of resignation, or of dismissal without just cause, or of termination — Systems of control provided for by any employee share of employment as a consequence of a public takeover or scheme where the control rights are not exercised by the exchange offer. employees are set out in Section 7.6 “General information regarding the Company”. 152 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION 3 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 153 154 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Report of the General Management 4.1 Activity and performance 156 4.1.1 Sales 156 4.1.2 Operating income 157 4.1.3 Net income 157 4.1.4 Capital expenditure and research and development 157 4.1.5 Change in capital employed 158 4.1.6 Net debt and leverage ratio 158 4.1.7 Highlights of the fiscal year 158 4.1.8 Subsequent events 159 4.1.9 Outlook 159 4.1.10 Corporate social responsibility (CSR) 159 4.1.11 Bonduelle SCA parent company financial statements 161 4.2 Risk factors 163 4.2.1 Summary of the main risk factors to which Bonduelle believes it is exposed as of the date of this universal registration document 164 4.2.2 Details of the main risk factors to which the Bonduelle Group believes it is exposed as of the date of this universal registration document 164 4 4.3 Financial and legal risks and hedging policy 176 4.3.1 Financial risks 176 4.3.2 Equity risk 178 4.3.3 Legal risks 178 4.3.4 Coverage of non-financial risks 178 4.4 Internal control and risk management procedures 180 4.4.1 Organization 180 4.4.2 Contributors to the internal control and risk management 181 4.4.3 Risk management procedures 182 4.4.4 Internal control procedures applicable to the preparation of financial and accounting information 182 4.4.5 Other information 182 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 155 4 REpORt Of thE GENERaL MaNaGEMENt Introduction Transformation is at the heart of our business model, which has been able to reinvent itself in response to the challenge it has faced for over 170 years. Driven by powerful fundamentals – the strong commitment of our teams, healthy and delicious products carried by iconic brands, and our positive impact ambition – the Bonduelle metamorphosis takes on a new dimension. We operate in a global environment marked by economic and geopolitical uncertainties, consumer tensions and erosion of purchasing power. Facing these challenges, we have kept our commitments and confirmed our ambition to deploy a sustainable business model. With targeted innovations and relevant activations, our brands are expanding. The coming year will be an important period of transition as we roll out our transformation plan to prepare for a rebound and then an acceleration in our performance in the years ahead. 4.1 Activity and performance 4.1.1 Sales The Bonduelle Group’s sales for the fiscal year 2023-2024 ended The fresh processed (bagged salads) and prepared segment June 30, 2024 amounted to 2,371.8 million euros, an increase of posted stable sales over the period, with salads in Italy and fresh +2.7% on a like-for-like basis(1). After taking into account the exchange prepared segments reporting growth, whereas salads in France rate variations, it shows a decline of -1.4% on reported figures. and in Germany were down in a declining market. Europe Zone Non-Europe Zone The Europe Zone, representing 65.7% of the business activity The Non-Europe Zone, representing 34.3% of the business over the fiscal year, posted a growth over this period of +3.3% activity over the fiscal year, grew over the 2023-2024 fiscal year on reported figures and +2.9% on a like-for-like basis(1) despite a by +2.4% on a like-for-like basis(1) (-9.4% on reported figures). slowdown in sales reflecting the sluggish consumer climate in Over the fiscal year, the Eurasia region and emerging countries the last quarter. continue to grow both in volumes and in value thanks to the The canned and frozen private label ranges enjoyed a strong solid growth of the Bonduelle canned brand and further growth over the year, reflecting the pressure on purchasing sustained acceleration in frozen food in retail. power while the branded Bonduelle and Cassegrain products North American activity remained down over the period, while showed a significant growth over the period, in both retail and the market-leading Ready Pac branded bowls and salad-kits food service channels. both grew in volume and value in retail, while the bagged salad segment declined. (1) At constant currency exchange rate and scope of consolidation basis. Net sales in foreign currency over the given period are translated into the rate of exchange for the comparable period. The impact of business acquisitions (or gain of control) and divestments is restated as follows: 1 for businesses acquired (or gain of control) during the current period, net sales generated since the acquisition date is excluded from the organic growth calculation; 1 for businesses acquired (or gain of control) during the prior fiscal year, net sales generated during the current period up until the first anniversary date of the acquisition is excluded; 1 for businesses divested (or loss of control) during the prior fiscal year, net sales generated in the comparative period of the prior fiscal year until the divestment date is excluded; 1 for businesses divested (or loss of control) during the current fiscal year, net sales generated in the period commencing 12 months before the divestment date up to the end of the comparative period of the prior fiscal year is excluded. 156 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION 4.1.2 Operating income For fiscal year 2023-2024, the Bonduelle Group’s current Non-recurring items amounted to -145 million euros over FY, operating income stands at 75.3 million euros at constant mainly comprising the impairment of intangible assets in the exchange rates compared to 65.9 million euros for the previous fresh segment in North America on the one hand and the fiscal year, i.e. a current operating margin of 3.2% on reported 100% impairment of assets from the Saint-Mihiel plant in the figures higher than the target announced at the beginning Meuse region (France) on the other hand (5 million euros), which of the fiscal year enabled by proactive programs to improve closure was announced in a press release dated August 29, 2024. industrial efficiency and tight control of overheads. Despite a turnaround in the fresh segment in North America The Europe Zone posted an operating margin of 5.1% on a like- expected to begin in 2023-2024, the anticipated generation for-like basis(1), up 40 bps over the fiscal year, despite a downturn of discounted future cash flow is lower than the value of assets of the business activity in volumes and an increase in private concerned, the group impaired the goodwill of this business by labels. 131 million euros. Growth in current operating income for the Non-Europe Zone After taking into account non-recurring items for the fiscal year, and in current operating margin (0.7% on a like-for-like basis(1) the Bonduelle Group operating income reaches -69.7 million vs. -0.6% the previous year) continued, driven in particular by euros on reported figures, compared to 54.1 million euros the the turnaround in the North American business activities, which previous year. benefited from the competitiveness initiatives launched in 2022-2023 and pursued throughout the year. 4.1.3 Net income 4 The net financial income came to -35.1 million euros compared Income tax expense came to 18.5 million euros, stable compared with -31.3 million euros at the end of the previous year. The with the previous year, as it included the non-activation losses increase was due partly to a rise in working capital requirements, from the North American fresh activity and the non-deductibility and in particular inventories (volumes effect due to lower of the 131 million euros of impairment booked on the same consumption, and value effect due to inflation), and partly to perimeter as non-recurring items. the continuing rise of interest rates on the main currencies After taking into account income from associates, financial in which the group operates, partially limited by the hedging income and tax expense, the Bonduelle Group’s net income instruments in place. The average financing rate thus rose from for fiscal year 2023-2024 came to -119.8 million euros compared 4.01% to 4.39%. with 14.5 million euros for the previous fiscal year. Net income from associates amounted to 3.6 million euros compared with 4.4 million euros the previous year, mainly corresponding to the group’s share of income from its minority holding from Nortera Foods. 4.1.4 Capital expenditure and research and development Research and development expenditures amounted to nearly 1% of sales, and continued to focus on new production processes, packaging and energy savings. Total capital expenditure for the fiscal year amounted to 77 million euros. (1) At constant currency exchange rate and scope of consolidation basis. Net sales in foreign currency over the given period are translated into the rate of exchange for the comparable period. The impact of business acquisitions (or gain of control) and divestments is restated as follows: 1 for businesses acquired (or gain of control) during the current period, net sales generated since the acquisition date is excluded from the organic growth calculation; 1 for businesses acquired (or gain of control) during the prior fiscal year, net sales generated during the current period up until the first anniversary date of the acquisition is excluded; 1 for businesses divested (or loss of control) during the prior fiscal year, net sales generated in the comparative period of the prior fiscal year until the divestment date is excluded; 1 for businesses divested (or loss of control) during the current fiscal year, net sales generated in the period commencing 12 months before the divestment date up to the end of the comparative period of the prior fiscal year is excluded. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 157 4 REpORt Of thE GENERaL MaNaGEMENt 4.1.5 Change in capital employed Optimizing the Bonduelle Group’s capital employed continues For the fiscal year 2023-2024, capital employed (total to be a priority for the group, particularly in an inflationary Shareholders’ equity and net financial debt) amounted to context, and the various awareness-raising actions, mainly 1,202 million euros compared to 1,211 million euros the previous through the Finance for Growth initiative continue. By defining fiscal year, a slight decrease compared to the previous fiscal year: performance measurement indicators for the main financial the increase in the value of the working capital requirement aggregates and sharing them internally, on a regular basis, and (increase in volumes and value of inventories) was offset by the by training employees and talking to them about the challenges impairment of US assets. Thus, at June 30, 2024, the return on faced, the Bonduelle Group effectively manages its working capital employed ratio (ROCCE(1) was 6.3%, an improvement of capital requirement, and its investments in general. 90 bps compared to the previous fiscal year. 4.1.6 Financial debt and leverage ratio Net debt (excluding IFRS 16) at June 30, 2024 was 485.6 million euros, compared with 356.7 million euros at June 30 of the previous fiscal year. The ratio of debt to the group’s Shareholders’ equity (gearing(2)) remains limited to 0.75. The leverage ratio(3) (net debt/ REBITDA) amounted to 3.56 compared to 2.84 the previous fiscal year (excluding IFRS 16). at at 2022/06/30 at at 2023/06/30 at at 2024/06/30 2022/06/30 Excluding 2023/06/30 Excluding 2024/06/30 Excluding Reported IfRS 16 Reported IfRS 16 Reported IfRS 16 Net debt (In millions of euros) 362.9 267.9 436.1 356.7 561.9 485.6 Gearing(1) 0.43 0.31 0.56 0.45 0.88 0.75 Leverage ratio(2) 2.63 2.28 2.94 2.84 3.57 3.56 (1) Net financial debt/Shareholders’ equity. (2) Net financial debt/recurring EBITDA. 4.1.7 Highlights of the fiscal year Resizing of the fresh business in france B Corp On August 29, 2024, the Bonduelle Group announced a The Bonduelle Group has announced that it has obtained resizing of Bonduelle Frais France, including the plan to close international B Corp certification in 9 countries. After the United the packaged salad plant at Saint-Mihiel in the Meuse region States and Italy last year, new Bonduelle entities in France, the (France) (see 4.1.8 Subsequent events). At June 30, 2024, an Netherlands, Denmark, Belgium, Spain, Portugal and Germany impairment of 100% of the plant’s assets was recognized under have in turn obtained international B Corp certification, marking non-recurring items for an amount of 5 million euros. an important step in the implementation of its positive impact It was also announced plans to sell its packaged salad business in roadmap. These new steps reinforce its commitment to high France and Germany. These plans are described in Section 4.1.8 social and environmental standards. Subsequent events. More than 80% of the Bonduelle Group’s turnover is now B Corp, a significant achievement for an international group like Bonduelle. In line with the B Corp ambition stated since 2018, the Company is moving closer to its goal of certification the entire group by 2025. (1) Current operating income before tax/capital employed. (2) Net financial debt/Shareholders’ equity. (3) Net financial debt/recurring EBITDA. 158 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION 4.1.8 Subsequent events Plans to sell its packaged salad business in France and Germany. other business operations to enable the group to continue On August 29, 2024, the Bonduelle Group announced several accelerating its activities in the fresh prepared, canned and projects designed to protect the Company’s long-term future: frozen food markets in these territories. — the resizing of Bonduelle Frais France, with a plan to These transactions are subject to the necessary approvals. streamline head office structures and cease operations at the In terms of the impact on the group’s consolidated financial Saint Mihiel site, with a search for a buyer; statements, the resizing of Bonduelle Frais France with the — exclusive negotiations with Les Crudettes, a company of LSDH cessation of operations at the Saint-Mihiel site has led the group Group, for the acquisition of its packaged salad business in to recognize an impairment loss on the site’s assets in respect of France; the 2023-2024 financial year (see Section 4.1.7). — and exclusive negotiations with Taylor Farms for the With regard to the disposal of the packaged salad business in acquisition of its packaged salad business in Germany. France and Germany, the conditions have not been met for an impact to be recognized in the financial statements as of These projects are necessary considering the ongoing decline June 30, 2024. in the result of the fresh packaged salad business in these countries,to preserve jobs within the Bonduelle Group’s sites No other major events occurred between the balance sheet in France and Europe. They will shift focus to Bonduelle’s date and the date of preparation of the financial statements. 4.1.9 Outlook In a climate of consumption under pressure and consumer In the meantime, the group will pursue its transformation 4 concern about their purchasing power, the Bonduelle Group program initiated in 2023-2024, including the plan to sell its intends to accentuate its policy of accessible innovation packaged salad business in France and Germany. through its brand, backed by increased marketing investment, In this context, the group’s objective for this transitional year is to particularly in the American market. achieve a stability of its activity and its current operating income, both on a like-for-like basis(1). 4.1.10 Corporate social responsibility (CSR) Through its business, directly linked to the agricultural world, milestone by obtaining B Corp certification for six additional through its development of plant-rich solutions for the greatest entities, bringing to more than 80% the share of the group’s sales number of people, through its ethics, built over generations certified (see 2.1.3.1.3 “Roadmap towards B Corp certification”). on the basis of essential values, the Bonduelle Group has, The group also continued to roll out its impact strategy The throughout its history, given central importance to sustainable B! Pact strategy around three pillars: Food, Planet and People. development. In 2023-2024, Bonduelle achieved an important (1) Like-for-like basis: at constant currency exchange rate and scope of consolidation. Sales in foreign currency over the current period is translated at the rate of exchange for the comparable period. The impact of business acquisitions (or takeovers) and disposals is restated as follows: 1 for businesses acquired (or gain of control) during the current period, net sales generated since the acquisition date is excluded from the organic growth calculation; 1 for businesses acquired (or gain of control) during the prior fiscal year, net sales generated during the current period up until the first anniversary date of the acquisition is excluded; 1 for businesses divested (or loss of control) during the prior fiscal year, net sales generated in the comparative period of the prior fiscal year until the divestment date is excluded; 1 for businesses divested (or loss of control) during the current fiscal year, net sales generated in the period commencing 12 months before the divestment date up to the end of the comparative period of the prior fiscal year is excluded. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 159 4 REpORt Of thE GENERaL MaNaGEMENt transparency and recognition Driven by the momentum of “The B! Pact” targets, the industrial strategy for the environment is based on a historical, circular Deloitte & Associés, Co-Statutory Auditor of the financial section and global approach. Since 2021-2022, it has been structured of the report, also verified the social, environmental and societal around three pillars: information published in this document. Bonduelle has been included in the Gaïa index, a sustainable development ranking 1 achieve energy savings; of French midcaps, since 2009. The Bonduelle Group is also 2 substitute renewable energies for fossil fuels; listed on the Euronext IAS index (employee share ownership index). 3 develop green electricity through direct long-term purchase contracts, as a priority in regions where grid electricity is carbon-intensive. Co-construction with stakeholders (See 2.2.1.4 “Climate change actions and resources/Industry”). Bonduelle has been committed to a proactive sustainable development policy since 2003. Its historical strategic priorities were confirmed through updating the materiality matrix with Biodiversity protection its stakeholders (see 2.1.3.2.2 “Materiality of risks and challenges”). Bonduelle’s Agro roadmap, which is part of the overall CSR The group’s determination to encourage quality dialog with all approach of the group’s B! Pact places great importance on the of its stakeholders (see 2.1.3.2.1 “Identifying stakeholders and protection of biodiversity. This agronomic strategy aims to have a communication methods”) is reinforced by its transformation positive impact on the environment while ensuring sustainable efforts to become a B Corp-certified company. growth. These commitments are accompanied by concrete actions such Corporate commitment to local as: communities — the development of agricultural practices that promote biodiversity (crop rotation, soil cover, etc.); Bonduelle has prioritized participation in local communities where its plants operate. The objective is to galvanize employees — reduction in the use of pesticides; and help make local communities a better place to live. Each — protection of natural habitats and pollinators; site aims to develop at least one project led with local players (see 2.3.3.6 “Bonduelle employees, ‘hummingbirds’ in the food — training of farming partners in regenerative agriculture transition”). The Louis Bonduelle Foundation was created in practices. 2004 to sustainably change eating habits (see 2.3.3.2 “The Louis Bonduelle also monitors other indicators such as the proportion Bonduelle Foundation”). of cultivated areas using alternative methods to synthetic pesticides and the proportion of producers with environmental promotion of diversity certification in line with the group’s requirements. This holistic approach aims to transform agricultural practices to Employee diversity is important for the Bonduelle Group. It preserve biodiversity while ensuring sustainable food production is committed to eliminating all forms of discrimination in (see 2.2.3 “Biodiversity and ecosystems: encouraging practices the workplace and in employee relations, both direct and that respect biodiversity and ecosystems”). indirect. This antidiscrimination policy applies to all stages of employment, from hiring through an entire career. It is accompanied by actions to promote diversity (see 2.3.1.5.5 Circular economy “Diversity, Equity & Inclusion”). Bonduelle saves resources throughout the life cycle of its products, from the responsible design of products and Reducing our climate footprint packaging, and fuels the circular economy of its vegetable waste (see 2.2.4 “Circular economy: committed to a circular economy”). The group has set itself ambitious targets for reducing its Raising consumer awareness is another lever for tackling the greenhouse gas emissions, validated by the Science Based waste of resources. Product packaging includes information Targets initiative (SBTi), and will strengthen its ambition to on the sorting and recycling systems of the country of sale. As contribute to carbon neutrality by aligning its target with the regards food waste, the group offers different kinds of packaging +1.5°C scenario, aligned with the Paris Agreements. Bonduelle (shelf life, size) so that consumers can make choices depending has particularly improved its CDP Climate Change rating (B-), on their type of household and consumption. Products also reflecting its decarbonization efforts (see 2.2.1.1 “Climate Change specify portion size. Mitigation Transition Plan”). 160 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION 4.1.11 Bonduelle SCA parent company financial statements Income statement Dividends The Bonduelle SCA holding company reported net income of See Section 7.3.2 of Chapter 7 “Information on the Company and 25.9 million euros. the share capital”. This includes primarily: 1 net financial income that represents net income of 25.2 million Information on capital euros and breaks down as follows: At June 30, 2024, the Company’s share capital comprised • interest and similar expenses of 4.8 million euros, 32,630,114 shares with a par value of 1.75 euros per share, • dividends received from Bonduelle SA of 30.0 million euros; representing a total of 51,855,080 voting rights exercisable at the Shareholders’ Meeting. 2 an operating loss of 0.7 million euros, mainly consisting of General Management compensation; To the Company’s knowledge, Pierre et Benoît Bonduelle SAS holds at least 5% of the share capital with 21.90% of the 3 tax income of 1.6 million euros related to the tax consolidation share capital and 27.57% of the voting rights exercisable at the group. Shareholders’ Meeting. Group employees hold 5.91% of the share capital, primarily Balance sheet through mutual funds. Analysis of the main balance sheet headings: During the fiscal year, the General Management, making use of the authorization granted by the Shareholders’ Meeting of 1 non-current assets, mainly financial, total 597 million euros; December 2, 2021, granted 369,337 shares to employees via 4 2 Shareholders’ equity stands at 509 million euros. various free share allocation plans, details of which appear in Note 18 to the parent company financial statements. There were no trade receivables at June 30, 2024. A list of transactions on the Company’s securities carried out by Trade payables not yet due stood at 0.1 million euros. senior management and persons connected with them can be The reference payment deadlines used for trade receivables and consulted on the website www.amf-france.org. trade payables are legal and contractual deadlines. Non-current financial assets and marketable securities See Notes 3 and 5 to the parent company financial statements. analysis of the share repurchase program – fiscal year 2023-2024 Under the terms of a share repurchase program, Bonduelle SCA made the following purchases and sales of treasury shares during the fiscal year 2023-2024: (in euros) Number average unit price Valuation Opening balance of treasury shares recorded for the fiscal year 2023-2024 609,569 17.60 10,725,747 Treasury shares purchased during the fiscal year 2023-2024 55,842 9.59 535,584 Treasury shares sold and/or allocated during fiscal year 2023-2024 (79,995) 12.41 (992,440) Reclassification of the net carrying amount of treasury shares allocated to share programs Revaluation at end of fiscal year of shares held under the terms of a liquidity contract (177,962) NUMBER OF SHARES LISTED AT THE CLOSE OF FISCAL YEAR 2023-2024 585,416 17.24 10,090,929 Par value of treasury shares held 1.75 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 161 4 REpORt Of thE GENERaL MaNaGEMENt The cost of the market-making contract with EXANE was 51,600 euros including VAT for fiscal year 2023-2024. Reasons for acquisitions of treasury shares % of share capital Share price support (liquidity contract) 0.17% Employee share ownership program None Securities giving rights to allocations of shares (stock options) None Acquisitions None Cancellation None Employee share Coverage of ownership program securities acquisitions Cancellation Volume of shares used (in number of shares) 25,522 - - - Net financial income in last five fiscal years See Section 6.6 of the parent company financial statements. 162 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors 4.2 Risk factors In line with the targets defined by the group’s reference This identification, prioritization and categorization was carried Shareholder – sustainability, independence and the individual out in workshops, bringing together members of the Legal, development of our employees – Bonduelle takes a conservative Internal Audit, Finance, Corporate Communication, Crisis and responsible approach to the risks identified. Management and CSR Departments. Individual questionnaires Bonduelle reviewed and analyzed its risk map and all the risks resulted in an initial “listing” of risks, then convergence workshops likely to have a negative impact on its goals. The group also were organized using the Delphi method to reach a consensus. prioritized its risks. As every year, this identification, hierarchy and categorization The risk mapping procedure consists of: was reviewed. In addition, an assessment of the criticality for each risk factor has been indicated taking into account the — identifying and analyzing risks; probability and impact, this assessment was also reviewed — prioritizing risks; during the fiscal year 2023-2024. — defining priorities aimed at minimizing risks through the The risk categories below are not shown in order of importance. implementation of action plans. On the other hand, the risk factors in each category are shown in decreasing order of importance, as determined by the Bonduelle At the date of this universal registration document, the main Group on the date of this universal registration document. risks to which the group is exposed are shown below and incorporate the main risks for Bonduelle and its stakeholders These updated elements were presented and reviewed by based on the extra-financial performance statement. the Bonduelle Group’s Executive Management, the Board of Directors, and were examined by the Audit Committee and Risk factors were prioritized by considering the magnitude Supervisory Board. of the negative impact of the realization of the risk and the probability of its occurrence. A medium-term time horizon was The Bonduelle Group also headed up risk mitigation policies. 4 used to analyze the risks. The methodology was defined with The action plans were reviewed and validated by its Executive the Internal Audit Department. Management and examined by the Audit Committee and Supervisory Board. Selected risks were then categorized by type. This information is reviewed on an annual basis when the universal registration document is prepared. A more in-depth review is carried out every two to three years or should an event occur that requires an immediate review of the risk mapping. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 163 4 REpORt Of thE GENERaL MaNaGEMENt Risk factors 4.2.1 Summary of the main risk factors to which Bonduelle believes it is exposed as of the date of this universal registration document Risk factors are assessed in relation to the risk prevention, mitigation and transfer measures put in place by the Bonduelle Group. Extra-financial Negative Category of risks Risk factors risks Criticality impact probability Product quality and safety – product ✔ shortage High High Medium Slowdown or shutdown of Bonduelle activity-related production during peak times Medium Medium Low risks Dependency on third parties Medium Medium Medium Consumer expectations and rapid changes in consumer preferences Medium Medium Low Risks associated with the Climate variability ✔ High Medium High sustainability of natural resources and climate Soil and ecosystem depletion ✔ Medium Medium Medium change Damage to Bonduelle’s reputation High High Medium Risks related to information systems and their failures High High Medium Non-compliance with regulations Strategy, organization and (other than product quality-related regulatory compliance ✔ non-compliance) and risk of Medium High Low related risks anticompetitive practices Geographical distribution of activities Medium Medium Medium Protection of know-how Medium Medium Medium Health and safety ✔ Low Low Low Cybercrime Medium Medium Medium Exogenous risks Economic, financial and geopolitical environment Medium Medium Medium 4.2.2 Details of the main risk factors to which the Bonduelle Group believes it is exposed as of the date of this universal registration document Category 1: Bonduelle activity-related risks — Product quality and safety – product shortage — Slowdown or shutdown of production during peak times — Dependency on third parties — Consumer expectations and rapid changes in consumer preferences 164 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors Product quality and safety – product shortage Description Risk management As a key player in the plant-rich food industry, Bonduelle grows, Product quality, food safety and compliance with related laws and prepares and sells canned, frozen and fresh products. regulations are Bonduelle’s main concerns, both upstream and Although food quality and safety are a customer requirement and downstream. clearly a consumer expectation, Bonduelle, as a manufacturer and Bonduelle’s activities are subject to numerous regulations. The group’s supplier, is exposed to risks relating to harmfulness or contamination risk management policy aims, in particular, to manage agronomic, that may be proven or perceived by consumers, and to public health industrial and distribution processes to guarantee the quality and food controversies, over products or recipes. safety of its products. Product here means both the container (packaging) and the Agriculture provides the major share of raw materials required to make contents. Risks associated with product quality and safety include the group’s products. To guarantee the quality of its products, Bonduelle non-compliance with regulations on food manufacturing and relies on its global agronomic sourcing charter, which governs relations distribution activities. with producers so as to guarantee product quality, food safety and They may stem from Bonduelle’s own activities or those of a supplier/ sound risk management. This charter is an exclusive contractual subcontractor, from upstream agro-industrial activities (quality of the commitment governing the process from seed to harvest to ensure that soil, water and air, fraud in relation to the origin and composition Bonduelle’s specifications are strictly adhered to and covering different of raw materials) or downstream, throughout the production and areas from plot selection and choice of varieties to cultivation methods. distribution chain (industrial processes, presence of foreign bodies, Suppliers and other manufacturing subcontractors comply with very storage quality, cold chain monitoring, etc.), before products are rigorous quality and safety specifications. made available to consumers or after their distribution. In addition, risk management and control procedures, developed Recognized before the products are made available to consumers, across the group, manage product quality, traceability and safety. quality or safety issues may trigger the loss or destruction of raw Each business unit has a quality management plan tailored to its materials or semi-finished or finished products. They may also lead to specific technological needs (canned, frozen or fresh food, etc.) and to production stoppage during peak times. the (regulatory) climate specific to different geographical regions and There may be consequences for the profitability of commercial product characteristics. 4 commitments (penalties or additional financial costs incurred in Quality control plans are implemented in all of the group’s production seeking alternative raw materials), or even marketing and sales facilities, based on three main aspects: impacts (in the event of unavailability or reduction in Bonduelle 1 quality checks on incoming “plant-rich” raw materials, products’ visibility on the market). ingredients and other inputs of any kind (water, gas, in Once products have been made available, the realization of these particular) and other supplies (packaging); risks may trigger product recalls, whether as a precautionary measure 1 quality controls on production lines and oversight of food safety or otherwise and, in the most serious cases, a public health crisis. parameters; Administrative decisions or sanctions (including financial) may 1 final checks on products before shipping. be made public and imposed on Bonduelle by the competent Bonduelle’s manufacturing processes also guarantee traceability authorities. Legal action to recover damages, including via class of plants and any elements comprising or coming into contact with actions, may be instituted against Bonduelle, in turn, leading to products (including packaging) used for finished products, from the possible financial consequences. seed planting phase to our customers’ initial points of delivery. This Lastly, whether based on facts that are proven, or simply perceived, commitment is reflected in the resultant related investment program. a media crisis may ensue. The origins of this media crisis may range Lastly, food safety is a key priority of Bonduelle’s quality policy. from simple criticism on social media to adverse publicity via Bonduelle has implemented Hazard Analysis and Critical Control Point competent authorities. procedures (HACCP method and health control plan) at various stages In these cases, trust in group products may be damaged, both of the preparation of its products. externally and internally, including confidence in unrelated products. A program of controls and audits has been applied by Bonduelle at all Bonduelle’s operations and sales may be affected. its sites by both internal and external Auditors on the basis of the various Bonduelle’s attractiveness as an employer, issuer and brand may be standards. The same is true at our manufacturing subcontractors. undermined. … /… The value created by Bonduelle, and shared with its stakeholders (particularly suppliers, distributors and Shareholders) may diminish. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 165 4 REpORt Of thE GENERaL MaNaGEMENt Risk factors Product quality and safety – product shortage …/… Bonduelle plants are also subject to certification procedures. 96% of Bonduelle production sites have at least one quality certification. Bonduelle has a crisis management procedure that allows for the formation of a task force bringing together different corporate functions and, if necessary, representatives from interested suppliers or customers, as well as a specialist press agency. A Quality Steering Committee has been set up in each business unit. Topical discussions have also taken place between business units. The Company has insurance policies covering operating losses and additional costs associated with issues of product safety and quality and rebuilding the Company’s brand image. Slowdown or shutdown of production during peak times Description Risk management Since a large percentage of Bonduelle’s business is seasonal, Rigorous measures are taken, on a permanent basis, to protect the a slowdown or shutdown of production during peak times, in group’s strategic assets and, in particular, its production tools. particular, at times when raw materials arrive in bulk at the plant The fact that production facilities are distributed across various regions (harvest time), may be particularly damaging for Bonduelle. ranging from the West Coast of the United States to the Urals, limits the This risk could arise as a result of the destruction of a production tool consequences of a production shutdown or slowdown at peak times. (fire, explosion, natural disaster at an industrial production facility or At group level, production facilities were mapped to assess the level a logistics platform, etc.), an accident, pollution or the presence of of prevention at each facility according to the strategic nature of the a bacterium requiring specific treatment and the shutdown of the site. This mapping enables risk prevention plans to be prepared (fire plant in question. prevention, in particular). An audit program, in conjunction with our A production shutdown or slowdown during peak times would have insurers, makes it possible to review the assessment of these risks. harmful consequences for Bonduelle’s business and employees A dedicated team is responsible for ensuring that the prevention (furlough), the availability of Bonduelle products, the group’s plan is applied and that the implementation of recommendations is reputation depending on the origin of the shutdown (or slowdown) monitored. and the long-term consequences on the group’s results. The business units implement industrial tool maintenance plans which are regularly reviewed between each harvest. The facilities have teams specifically tasked with maintaining and repairing production tools. Following the audits piloted by the group, progress plans were also put in place. In addition, the Bonduelle Group has international insurance policies covering the group’s assets as well as operating losses resulting from damages. 166 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors Dependency on third parties Description Risk management Concentration of distribution Diversifying our brands and the countries in which we sell (over 100 Bonduelle primarily sells its products to consumers(1) through intensely countries) and seeking other distribution channels mitigates this risk. concentrated mass-market retail, negotiating via purchasing groups. The group’s sourcing policy is to reduce risks by using several economic This situation makes the group potentially vulnerable during trade operators in the narrowest segments. negotiations, with the risk of being delisted. In order to ensure long-term relationships with its vegetable suppliers, Bonduelle holds annual negotiations with producers’ associations well Dependency on suppliers and raw material-related risks in advance of the harvest, principally on the basis of a net margin per The group procures its raw materials and packaging (metal cans, hectare for the producer. Bonduelle is, therefore, forced to adjust its in particular) from growers and external suppliers. For some direct selling prices to reflect the result of vegetable purchasing negotiations, and indirect purchases, these supplies are procured from a limited which vary from one sourcing region to another, to maintain the number of market operators. Should these suppliers fail, seeking Company’s financial equilibrium. alternatives may prove complex and/or costly, possibly resulting in The controlling Shareholder defined three goals, which include negative impacts on results and business. independence and sustainability. These goals are reflected in the There is, moreover, no organized market for the agricultural raw diversification of Bonduelle’s funding streams and the balanced materials purchased by the Bonduelle Group. Changes in the prices management of its counterparty risk between banking and non- of agricultural raw materials quoted on a market do, however, have banking players. Bonduelle manages its liquidity risk by arranging a more or less significant impact on the group’s purchase prices, confirmed lines of credit. This approach also offers optimal flexibility in depending on the agricultural alternatives available to producers. the group’s financing. financial dependency Bonduelle finances its activities or acquisitions either using its own resources or external financial resources, in particular, debt. (1) Retail business accounting for +/-80% of group sales. 4 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 167 4 REpORt Of thE GENERaL MaNaGEMENt Risk factors Consumer expectations and rapid changes in consumer preferences Description Risk management Bonduelle products not only have to match consumers’ tastes but Bonduelle’s range, which is firmly based on the growing attraction of also have to comply with growing new expectations: plant-rich products, is 100% consumer-focused. Consumption patterns 1 flexitarianism – a diet consisting of limiting consumption of and tastes are monitored and supported by a policy of innovation meat and fish while increasing consumption of vegetables; focused on products that respond to new eating, consumption and 1 naturalness and environmental protection; purchasing habits, in both retail and food service. 1 nutrition and health to address the challenges of preventive The Bonduelle Group has implemented a proactive innovation policy, protection and the fight against obesity; reflected in its product brand portfolio by the fact that around 10% of its 1 new eating habits and distribution methods. products were launched in the last three years. This trend is further reinforced by retailers who are becoming In response to consumers’ demand for naturalness, Bonduelle has increasingly demanding in terms of the range of environment- expanded its organic range across all three business segments and friendly products offered. is pioneering “no pesticide residue” vegetables. The group has also Furthermore, certain events, such as an epidemic or pandemic, may reduced, and is planning to further reduce, its use of additives and cause a radical and rapid change in consumer preference, resulting preservatives. in the attraction of certain products or technologies (e.g. products Bonduelle is also doing its utmost to design more ecological and more with a long shelf life such as canned products, products that allow responsible products and packaging. Thus nearly 98% of its packaging more cooking at home), or the lesser attraction or even rejection of is designed to be recyclable. others due to limited capacity or a change in consumption patterns. Bonduelle helps consumers who wish to make their plates more These changes in behavior, coupled with the need to take measures vegetarian by offering them, in addition to the usual vegetables, to maintain business continuity (such as dealing with absenteeism or ingredients or accompaniments, genuine vegetarian main courses that social distancing and disinfection measures), may lead to a drop in are satiating, tasty and rich in nutritional benefits, such as Lunch Bowls, sales and additional production costs. as well as vegetarian fingers food products such as Croustis. A sudden change in consumers’ eating habits and Bonduelle’s Bonduelle is also increasing its presence in all thriving retail channels failure to anticipate such changes, could have an impact on the (on the go, discounters, e-commerce). Although Bonduelle is already attractiveness of Bonduelle’s products and distribution and, in the a major presence in the food service market, it is expanding its ready future, could have a negative impact on its businesses and sales. to serve products (e.g. Service+ range) and services (e.g. Greenology®), thereby enabling catering professionals to increasingly make plant- rich foods the centerpiece of their meals in response to new customer trends. The group’s diversified offer and the distribution of sites over distinct geographical areas limit these risks of disruption. 168 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors Category 2: Risks associated with the sustainability of natural resources and climate change — Climate variability — Soil and ecosystem depletion Climate variability Description Risk management The availability, quality and price of the raw materials purchased by The Bonduelle Group has always favored the best agricultural lands and Bonduelle are dependent on the weather (e.g. drought, storms, etc.). the geographical diversification of its sourcing regions when deciding Climate change phenomena only serve to amplify the impact of the where to locate its production facilities, in order to reduce the climate- climate on these same factors. Bonduelle’s business is exposed to related risks inherent to all growing activities. short-term climate variability and its medium-term consequences, In order to limit climate risk, the group is also changing its agricultural i.e. changing rainfall patterns, extreme weather events, droughts, dry practices: shifting cultivation areas and assessing the economic and soil, species extinction. ecological cost of these geographical changes, the search for varieties For Bonduelle and upstream agricultural activities, the consequences adapted to climate change (without GMOs), adapting planting dates to of climate change may be: take into account periods of drought, and development of irrigation to 1 disruption in the quality and availability of water resources; preserve water resources. 1 a decrease in soil biodiversity, which is crucial for the viability Through its new agroecological roadmap, Bonduelle aims to apply of agri-food systems; regenerative agriculture in close collaboration with its farming 1 a depletion of the soils essential for crops. partners (objective: 80% of farming partners to be committed to using These consequences would lead to a decrease in crop yields, a regenerative agriculture by 2030). Regenerative agriculture preserves greater vulnerability of crops to diseases and pests, and a disruption biodiversity and water, and reduces the carbon footprint and the use of in plant development, affecting quality and yield. chemical inputs (see Section 2.2.3). As an industrial player, Bonduelle is also exposed to the risk of Bonduelle has undertaken an in-depth analysis of the adaptation of its suffering the impact of an extreme weather event at all, or some, activities to climate change, as part of a global risk assessment process. 4 of its industrial facilities. These changes may damage Bonduelle’s The group has a tool that enables it to identify the risks and impacts on business and that of its suppliers and distributor customers, which its agronomic operations, in particular the effects of persistent heat and may have negative consequences on Bonduelle’s sales and financial changes in cropping cycles. For 2024-2025, Bonduelle plans to extend position. In addition, some agricultural areas may suffer significant this analysis to industrial activities, by assessing the financial implications productivity losses, which may have repercussions on the availability of risks and opportunities. The Company has categorized these risks into or price of agricultural raw materials. three types: physical (related to the exposure of assets), transition (direct and indirect impacts on costs and demand), and legal-financial. This approach aims to raise awareness among internal stakeholders and analyze the financial materiality of climate adaptation across the entire value chain, according to various climate scenarios (see Section 2.2.1). UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 169 4 REpORt Of thE GENERaL MaNaGEMENt Risk factors Soil and ecosystem depletion Description Risk management Arable land is farmed by Bonduelle and its farming partners to To mitigate this risk, Bonduelle operates in a number of countries and produce the plants which are used in its products. Certain models continents. In addition, for several years Bonduelle has already been of intensive use of land for agriculture, combined with other human, changing the choice of varieties grown on surface areas subject to climatic or industrial factors, deplete soil biodiversity and water recurring climatic hazards (notably drought). resources. If the transition to agroecology desired by Bonduelle is not In addition, Bonduelle renewed its agronomic strategy in 2020-2021, fast enough or sufficient, some of these lands could be unsuitable for defining its Agro roadmap, which is reviewed each year. This reaffirms agriculture or the production of raw materials that meet Bonduelle’s its commitment to using regenerative agriculture in close collaboration quality and health requirements. with its farming partners. Thus, the macro-objective now pursued by In the first instance, this soil impoverishment may result in drops in Bonduelle is to reach 80% of farming partners committed to using productivity and competitiveness for Bonduelle, its farming partners, regenerative agriculture by 2030. For the operational implementation its distributor customers and neighboring communities. In the of this objective, the Bonduelle Group relies on long-standing future, a loss of quality surface areas could lead, in extreme cases, to partnerships with its farming partners, notably through its agronomic food insecurity for local communities. sourcing charter. The roadmap for regenerative agriculture is detailed in Section 2.2.3. 170 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors Category 3: Strategy, organization and regulatory compliance-related risks — Damage to Bonduelle’s reputation — Risks related to information systems and their failures — Non-compliance with regulations (other than product quality-related non-compliance) and risk of anticompetitive practices — Geographical distribution of activities — Protection of know-how — Health and safety Damage to Bonduelle’s reputation Description Risk management The eponymous “Bonduelle”, the name of the Company, the family Bonduelle defends its strong group values which are, in particular, name of the main Shareholder and the group’s main brand, carries reflected in is long-term goals (independence, sustainability and special responsibilities. individual development of our employees) and social, environmental The Bonduelle brand, as well as the other leading brands in its and ethics commitments. portfolio (Cassegrain, Globus, Ready Pac®, Bistro®) form part of Bonduelle is a pioneer in its responsible corporate approach through Bonduelle’s essential intellectual capital and are recognized as a sign the three pillars of our B! Pact: of quality and safety by consumers. 1 Food: we create high quality flexitarian food experiences and Bonduelle’s reputation is a strategic asset and a value creation factor. sustainably impact eating habits; This asset may prove to be a weakness in the event of the infringement 2 Planet: we transform our food production system from field to of Bonduelle’s rights or damage to its image or reputation, evidence- fork to contribute to carbon neutrality; based or otherwise, of any nature or origin, whether internal or 3 People: we build meaningful development-rich and inclusive external (social media, press), in good or in bad faith, affecting the people journeys at Bonduelle and beyond. 4 Company, the controlling Shareholder, the Bonduelle brand or its Lastly, Bonduelle has a system for monitoring, tracking, analyzing and products. managing risks to its reputation and image, particularly online and on Associated risks include risks to Bonduelle’s image, its values, social media, enabling it to anticipate any potential crises. Bonduelle its attractiveness and, possibly, its future sales, business and has a crisis management system to respond to the negative impact of development. these factors and limit their fallout. Finally, to prevent internal sources of damage to its reputation, Bonduelle has provided its employees, Bonduelle’s ambassadors, with a guide called “Social networks, Bonduelle and Me” and a “confidentiality guide”, always available on the Company’s intranet. These recall the fundamental rules for speaking out about the Company. In particular, they provide information related to the use of social networks. In addition, the group has an insurance policy intended, under certain circumstances and in certain regions, to cover the cost of rebuilding the brand’s image. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 171 4 REpORt Of thE GENERaL MaNaGEMENt Risk factors Risks related to information systems and their failures Description Risk management Bonduelle’s business depends on information systems, in particular, The mapping of information system security risks is reviewed annually, for its industrial (recording transactions, monitoring stocks, product and a policy of continuous improvement of information system security traceability, etc.), sales, marketing and financial activities. is in place. The main risks of dependency on these systems are the risks of system An information systems security officer (RSSI), reporting to the group unavailability (which could lead to production stoppages), loss or Information Systems Department (DSI), is responsible for security audits corruption of data and theft and/or disclosure of confidential data. which are conducted at least on an annual basis by external Auditors In the event of information systems unavailability, loss or corruption and controls are made by the DSI. of data, the work of Bonduelle’s internal teams or partners would Action plans and an investment program were piloted by the group be impacted, regardless of the activity concerned: administrative, RSSI to increase security and oversight of information systems and to commercial and/or industrial (whether the unavailability or loss or protect data in line with ongoing changes in this regard. The progress of corruption of data is due to technical or malicious causes). these elements is presented annually to the Audit Committee and the In addition, unsuitable information systems, system shutdown, data Supervisory Board. loss or corruption, theft or disclosure of confidential data could result Awareness is also raised among employees about the risks of hacking in negative impacts on organization. This could also have a negative or willful damage. Awareness-raising sessions, as well as a number of impact on Bonduelle’s reputation and image, its product brands and practical guides to IT security are provided to limit the internal risk of the employer brand. involuntary disclosure of confidential information or hacking. Under the responsibility of the technical Manager, who reports to The group’s personal data protection policies (for example, those relating the group’s Information Systems Department, an IT backup plan to the application of the GDPR) are just some of the organizational, is defined and implemented for the most critical applications technical security measures put in place to protect personal data and and infrastructures, and is tested annually. Projects to improve the data in general. reliability and resilience of infrastructure are also carried out within a coherent portfolio of projects. 172 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors Non-compliance with regulations (other than product quality-related non-compliance) and risk of anticompetitive practices Description Risk management In the course of its activities, Bonduelle may be exposed to various Setting out its mission to “inspire the transition toward a plant-rich risks of non-compliance with regulations, particularly in terms of anti- diet to contribute to people’s well-being and planet health” means competitive practices, corruption, serious violations of human rights investing in the protection of the environment and defending its social and the health and safety, the environment or regulations relating to and ethical commitments in line with the objectives of the controlling the protection of personal data and those on international sanctions. Shareholder and the seven values of the Bonduelle Group. Non-compliance with laws and regulations, or the invocation The Bonduelle Group’s commitment to business ethics is reflected of corporate responsibility for acts in which the Company or its in its willingness to comply with laws and regulations, its definition of partners are involved, would expose Bonduelle to adverse effects in strong values, its commitment to fight corruption, as well as its provision terms of its financial equilibrium (administrative sanctions and/or of tools that can be accessed by individual employees to defend and compensation), its reputation, its attractiveness, its values, its activities, maintain business ethics and so act responsibly and with conviction. its funding streams and, in the future, its growth, its results and its As explained and developed in the Section 2.4.2 “Ethics and vigilance”, capacity to respond to calls to tender or to expand. Bonduelle has rolled out an ethics charter, and a Guide to prevent corruption and influence peddling, as well as procedures for employees and stakeholders, and more generally various programs that meet regulations on anti-corruption, the duty of care, personal data protection and prevention of anti-competitive practices. As described in the section above, the deployment and monitoring of these programs continued during fiscal year 2023-2024. In addition, the Bonduelle Group constantly monitors compliance with applicable international sanctions. Finally, a whistleblowing system has been set up to enable all employees and stakeholders to confidentially report any act or behavior that does 4 not comply with the laws and regulations, or that is not consistent with Bonduelle values (see Section 2.4.2.2.4). Geographical distribution of activities Description Risk management Bonduelle operates in 12 countries and makes sales and/or purchases Bonduelle’s international expansion has led to geographical spread, in over 100 countries. As a result, 65.7% of Bonduelle’s 2023-2024 diversifying and limiting the concentration of this risk in any given sales were generated in Europe, 23.3% in the United States, 8.5% country. in Eurasia and 2.5% from exports. Changes in economic, political or When a country risk is identified, wherever possible, the Bonduelle regulatory conditions, or a crisis in some of the countries in which it Group Insurance Department seeks insurance coverage to limit the operates, would expose Bonduelle to risks to its business, its assets, its financial impact. employees, its financial position and its reputation. Potential country risks are also taken into consideration when investments are chosen and locations are selected for industrial, scientific and business assets: ease of foreign trade, political stability, protection of intellectual property, etc. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 173 4 REpORt Of thE GENERaL MaNaGEMENt Risk factors Protection of know-how Description Risk management With an agro-industrial history of more than 170 years, Bonduelle’s Protecting know-how is key to the group’s strategy. To protect and agricultural and industrial know-how is unique. ensure the long-term retention of its assets, Bonduelle has prepared a In addition, its innovation and R&D-oriented strategy means that new map of its critical and/or unique know-how. technical procedures and know-how are developed and acquired It applies an active policy of continuity of know-how to ensure the long- every day. term retention and transmission of the latter and protects its resources In a highly competitive economic climate and a complex and fast- and innovations via legal means such as exclusivity and non-compete moving environment, protecting the availability of Bonduelle’s agreements and by registering drawings and models or filing patents. resources, knowledge and technical know-how, and keeping it This policy is also reflected in measures to raise awareness of, and confidential, are essential. prevent, risks of leaks and losses of information (confidentiality guide). Disclosure of this know-how and/or its loss exposes Bonduelle to Lastly, Bonduelle applies a voluntary policy to protect, build loyalty and set litigation risk and may have an impact, depending on the markets out succession plans for its key people. involved, on Bonduelle’s competitiveness, strategy, sustainability, business and, in future, its results. Health and safety Description Risk management With 10,409 employees at June 30, 2024 (including many seasonal In line with the targets set by the group’s controlling family Shareholder, employees), and an industrial activity, Bonduelle is exposed to risks and on the same basis of sustainability and independence, employees’ related to personal health and safety, social dialog and employee personal development is key to Bonduelle’s INSPIRE corporate project. recruitment. Compliance with labor law is a priority. Bonduelle demonstrates its Accidents may occur within the Bonduelle Group’s agricultural, willingness to further its safety, well-being, equal opportunities, diversity industrial or commercial businesses that may result in lost time for and internal mobility initiatives. Bonduelle is aiming for zero accidents group employees, temporary workers and farming partners and with lost time by 2025. their employees. These accidents may be caused by handling the Each and every person working for or with Bonduelle has the right to industrial and agricultural tools used within the group’s businesses, a healthy and safe working environment, ensuring their physical and or by technical, human or organizational failures. mental well-being, notably through preventive measures to ensure the The Bonduelle Group deploys rigorous health and safety policies at best possible health and safety conditions. all its facilities and has set itself the target of zero work accidents with The Bonduelle Group’s safety policy (see Section 2.3.1.5.1 “Health and work stoppage by 2025. safety”) highlights three fundamental principles that guide the group’s Accidents at work may have repercussions on the physical and entire approach: psychological well-being of workers, which would have consequences 1 all accidents are preventable, the achievement of “zero on Bonduelle’s human resources and work structure and that of its accidents” is therefore a choice; farming partners. 1 accountability, particularly through training, is the basis of a With the COVID-19 crisis, new risks to health, including psycho-social safety approach; risks, and risks to social dialog have increased. The need to maintain 1 working safely is a condition of employment at Bonduelle, and activities related to the production of basic necessities, such as productivity must not come at the expense of safety. Bonduelle’s activity, also increases the exposure to health risks of The group’s Health and Safety Steering Committee was renamed employees directly involved in the production or transportation of and its action reoriented during the fiscal year 2019-2020. The raw materials or products upstream and downstream. recommendations and initiatives of the Global Safety Leadership Council (GSLC) are reviewed and sponsored by the Global Executive Leadership Team to promote best practices in all business units. The GSLC, composed of six representatives of the members of the business units, provides information on trends and initiatives to the health and safety network, via the B! Safe community on the group’s intranet (to which 6,678 employees are registered) and via the 38 health and safety coordinators within the group. Monthly reporting is carried out at group level and is reviewed by Executive Management. Lastly, all employees are trained in safety on site and appropriate to their workstations. 174 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Risk factors Category 4: Exogenous risks — Cybercrime — Economic, financial and geopolitical environment Cybercrime Description Risk management Bonduelle’s business depends on information systems. The main IT security is a priority for the Information Systems Department and is risks associated with the dependency of these systems are the risk reflected in the implementation of policies and procedures, specific of fraud, cyberattacks and hacking that may result in loss of access to systems and dedicated human resources, and employee awareness information systems, the alteration, loss, disclosure or destruction of campaigns. In addition, safety audits followed by action plans and data and possibly the high-jacking of network-connected machines investment programs are managed with a view to continuous control by cybercriminals, the deterioration or loss of access and security of and improvement. (See “Risks related to information systems and their infrastructures and services as well as a reduction in, or lack of, data failures”). access, integrity and confidentiality. This risk of fraud or cybercrime increases statistically in times of crisis and uncertainty, such as during significant geopolitical tensions. In the event of malicious attacks, the consequences can go as far as partial or total shutdown of activity, which could have financial impacts. In addition, should data be lost or personal data breached, Bonduelle’s reputation and image may be damaged, even if it is not at fault. 4 Economic, financial and geopolitical environment Description Risk management Given Bonduelle’s locations, the group’s employees and activities Bonduelle’s international expansion has led to geographical spread, may directly or indirectly suffer the effects of a period of economic, diversifying and limiting the concentration of this risk in any given political or financial instability in certain zones (war, revolution, major country. labor disputes, devaluation, financial crisis, geopolitical tensions, Potential country risks are also taken into consideration when global pandemic, drying up of growers’ financing, etc.). investments are chosen and locations are selected for industrial, An upheaval in economic, political, social, health or regulatory scientific and business assets: ease of foreign trade, political stability, conditions would expose Bonduelle to risks to its business, assets, protection of intellectual property, etc. employees, financial position and reputation. When a country risk is identified, wherever possible, the Bonduelle Group Insurance Department seeks insurance coverage to limit the financial impact. Bonduelle Group activity in Russia Bonduelle’s mission is to ensure that the population has access to food in the various countries where it operates, including Ukraine, Russia and neighboring countries. During the fiscal year 2023-2024, the Bonduelle Group continued its activity in Russia via its Russian subsidiaries, ensuring the safety of its employees, as well as compliance with international sanctions. In this respect, the group obtained exemptions from the Direction Générale du Trésor in June 2024, allowing it to continue its activities in Russia. The group kept its plant located in the Belgorod region shut down during the fiscal year and the alternative solutions put in place in 2022-2023 continued. The group is involved in this complex situation, which requires a continuous reassessment of the conditions of its operations. It is in this context that crisis units meet regularly and that the impact of the situation on its activities, particularly in Russia, is regularly reassessed. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 175 4 REpORt Of thE GENERaL MaNaGEMENt Financial and legal risks and hedging policy 4.3 Financial and legal risks and hedging policy Bonduelle is faced with some financial and legal risks in addition to than those shown in Section 4.2 Risk factors and for which the net risk is very low due, in particular, to risk management and hedging policies. 4.3.1 Financial risks The group has established an organization that provides for The Company specifically reviewed its liquidity risk and considers centralized management of all of its liquidity, currency, interest that it is able to meet its future payments. rate and counterparty credit risks. The Finance Department has assigned the group Finance and Treasury Department responsibility for financial risk management, and provided it 4.3.1.2 Market risks with all of the expertise and tools needed to participate in the various financial markets as effectively and safely as possible. Currency risk The organization and procedures utilized are regularly reviewed Risks related to changes in foreign exchange rates by the Internal Audit Department and the Statutory Auditors. The group publishes its consolidated financial statements in At meetings held regularly with the Chief Financial Officer euros, and in 2023-2024, 61.5% of net sales and 89.5% of current and Head of Finance and Treasury, the group’s Executive operating income were denominated in euros. Management validates, on the basis of a report published monthly, the implementation of previously authorized The portion of assets, liabilities, sales and results, expressed in management strategies. other currencies, is constantly changing. This means that the group is affected by fluctuations in the value of these currencies In a rapidly changing global economic environment, relative to the euro when they are translated into euros in the characterized by market volatility and changes in financial consolidated financial statements. For example, when the techniques, the role of the group Finance and Treasury euro rises against these currencies, it reduces the earnings Department is to: contribution from those subsidiaries whose financial statements — ensure optimum and sufficient financing for the development are denominated in these currencies. and growth of the group’s operating activities; All sales and expenses of group subsidiaries are generally — identify, evaluate and hedge all financial risks in close expressed in their local currency, with the exception of imports, collaboration with the operations teams. exports and financial transactions covered by centralized and systematic foreign currency hedges, where the type of exposure The objective is to minimize, at the lowest possible cost, the means that it can be hedged: Bonduelle therefore believes that impact of financial market fluctuations on the group’s income its local exposure to currency fluctuations, after hedging, should statement, in order to reduce the capital allocation required to remain limited. manage these financial risks. The group’s international growth strategy contributes to The group prohibits the taking of speculative positions. increasing the weight of non euro-denominated activities in net sales, operating income and consolidated net income. 4.3.1.1 Liquidity risk hedging policies for currency risk The group Finance Department is responsible for maintaining The group seeks to hedge all risks relating to the activities of sufficient liquidity at all times. It accomplishes this by efficiently its subsidiaries denominated in a currency other than their managing the group’s cash balances and ensuring that functional currency and risks relating to the financing of some the maturity and conditions of the financing obtained are subsidiaries operating in countries whose functional currency appropriate. In particular, it arranges confirmed lines of credit is not the euro; the asset/liability structure of the financing is for optimal flexibility of the group’s financing (see Note 7.6 to the created by natural matching or by putting financial instruments consolidated financial statement at June 30, 2024). in place. Lastly, as of June 30, 2024, Bonduelle’s subsidiaries in Russia had The group uses over-the-counter financial instruments only to local credit lines that could be immediately mobilized to finance hedge the financial risks generated by its production and sales current operations in Russia in compliance with international activities. All hedges entered into must comply with the targets sanctions. and procedures established by Bonduelle Group’s Executive Management. These transactions are centralized within the group Finance and Treasury Department. 176 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Financial and legal risks and hedging policy The group’s policy regarding fluctuations in foreign exchange There is, moreover, no organized market for the agricultural rates consists of periodically calculating its net exposure to foreign raw materials purchased by the Bonduelle Group. Changes currencies and using financial derivatives to reduce this risk. in the prices of agricultural raw materials quoted on a market The group makes use above all of currency forward contracts, do, however, have a more or less significant impact on the currency swaps and options entered into with highly-rated bank group’s purchase prices, depending on the agricultural counterparties. Details of the portfolio as well as an analysis of alternatives available to producers. In order to ensure long- foreign exchange rate sensitivity appear in Notes 7.2 and 7.5 to term relationships with its vegetable suppliers, Bonduelle the consolidated financial statement at June 30, 2024. holds annual negotiations with producers’ associations well in advance of the harvest, which relate principally to the producer’s Interest rate risk net margin per hectare. Bonduelle is therefore obliged to adjust The interest rate management policy is coordinated, controlled its selling prices to reflect the results of its vegetable purchasing and handled centrally, with the aim of protecting future cash negotiations, which vary between sourcing regions. flows and reducing the volatility of finance costs. The group uses However, the resilience of the Bonduelle Group’s recurring various instruments available on the market, especially interest operating profitability demonstrates its overall ability to pass on rate options and swaps. the increase in raw material costs in its selling prices. Under IFRS 9, interest rate fluctuations may have an impact on To protect itself against the volatility of energy raw materials, the group’s consolidated net income and equity. Details of the including electricity and gas, the Bonduelle Group has deployed portfolio as well as an analysis of interest rate sensitivity appear a management framework that enables it to monitor these in Notes 7.2 and 7.5 to the consolidated financial statement at exposures over several years, and to instruct subsidiaries to June 30, 2024. set up physical hedges (purchase of quantities at fixed prices) Credit risk directly with gas and electricity suppliers. In light of the high credit quality of the group’s principal counterparties and the wide dispersion of its customers 4.3.1.3 Equity management throughout the world, especially in the mass-market retailing 4 sector, the group considers that it does not have significant The Bonduelle Group always ensures that its financial structure exposure to counterparty risk. Nevertheless, most of this risk is remains optimal by respecting the balance between its net covered by a first-class insurer. financial liability and its Shareholders’ equity, and by maintaining a consistent dividend policy. This is intended to keep the cost Given the high liquidity of the group’s trade and related of capital to a minimum, to maximize share price, dividend receivables, the fair value of these assets is considered to be distribution for Shareholders and to maintain sufficient financial equal to their net carrying amount. flexibility to take advantage of any opportunities that may arise. Counterparty credit risk Shareholders’ equity at June 30, 2024 stood at 640.1 million In its dealings in financial assets in general and any cash balances, euros. On this basis, General Management will propose a the group works only with highly-rated bank counterparties. Any dividend of 0.20 euro per share to the Shareholders’ Meeting cash surpluses are generally managed in short-term interest- of December 5, 2024. On the basis of the shares holding bearing deposits. dividend rights on July 1, 2024, i.e. 32,630,114 shares, the dividend Raw materials risk distribution proposed for approval at the Shareholders’ Meeting will amount to 6.5 million euros. The Bonduelle Group has always favored the best agricultural lands and the geographical diversification of its sourcing regions The dividend per share proposed at the Shareholders’ Meeting when deciding where to locate its production facilities, in order of December 7, 2023 for the fiscal year ended June 30, 2023 to reduce the climate-related risks inherent to all growing amounted to 0.25 euro per share. activities. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 177 4 REpORt Of thE GENERaL MaNaGEMENt Financial and legal risks and hedging policy 4.3.2 Equity risk Each year, the Company may decide to buy and sell its own — provide coverage for securities giving rights to allocations of shares, in accordance with the provisions of the information Company shares in accordance with applicable regulations; memorandum issued in connection with the share repurchase — cancel any of the shares acquired. program as approved by the Shareholders. In descending order of priority, the objectives of this program are to: Under this program, at June 30, 2024, the Company held 585,416 treasury shares. Voting rights attached to these shares — ensure secondary market-making and the liquidity of are suspended, and the shares are recorded as a reduction of Bonduelle shares by an investment services provider; Shareholders’ equity. The Company is not, moreover, exposed to — hold the shares acquired for subsequent use in exchange or any equity risks as it does not engage in any cash management as payment in connection with any potential acquisition; transactions involving investments in equity funds or other — ensure that sufficient shares are available to cover stock financial instruments with an equity component. options and any other form of allocation of shares to employees and/or the Corporate Officers of the group; 4.3.3 Legal risks 4.3.3.1 Risks related to agro-industrial and 4.3.3.2 Intellectual and industrial property commercial activity Rigorous measures are employed to protect Bonduelle Bonduelle ensures compliance with all applicable laws and intellectual property. In-house teams assisted by intellectual regulations in its relationships with its partners. As a member of property consultants monitor Bonduelle Group trademarks, the food industry, Bonduelle is subject to national and register and renew protection and take action against third international regulations, notably concerning food safety, quality parties in the event of trademark infringements. control, food products and packaging. The main legal risks are associated with the manufacture and 4.3.3.3 Other risks distribution of food products. Bonduelle considers that it has set up sufficient measures to meet regulatory requirements and Bonduelle’s sales and industrial activities are not significantly prevent and manage these risks. dependent upon other companies, customers or suppliers, and the group has the assets it needs to for its activities. To the best of the Company’s knowledge, there are no government, court or arbitration proceedings pending or threatened that might have, or that have had, over the past 12 months, a material effect on the financial position or profitability of the Company and/or the group, apart from those mentioned in Note 11.2 to the consolidated financial statements. 4.3.4 Coverage of non-financial risks The Company’s policies serve three strategic goals set by the tools, the development of our processes, and the recruitment controlling Shareholder whose stability over time guarantees a and training of our employees, all take continuous account long-term view: sustainability, independence and employees’ of this objective of safeguarding our industrial, financial and personal development. human resources. The primary objective of the non-financial risks management The aim of this approach is to limit industrial or other risks policy is to protect the group’s strategic assets. The broad such as those mentioned above to which the group is naturally strategic guidelines governing capital expenditure on industrial exposed. 178 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Financial and legal risks and hedging policy The group’s insurance strategy is based on two main principles: Risk assessment transfer of risks The Insurance Department of the group’s Finance Department Comprehensive global programs have been set in place to is responsible for identifying and assessing all risks, in close transfer major risks with potentially significant strategic and cooperation with the operating entities and draws up a revised financial impacts to the insurance market: risk map on an annual basis. The scope and amounts of — in light of the geographical dispersion and the size of our insurance coverage are set at group level, based on objectives production facilities and deductible levels, all direct property defined by Bonduelle’s Executive Management. The insurance damage risk has been transferred; programs are negotiated by the group’s Insurance Department and placed with top-tier insurance companies. — for other risks, coverage has been set up within the limits of the insurance and reinsurance markets, and in certain cases and certain circumstances, the group may be required to take out local policies. Other insurance programs covering less significant risks have also been taken out. The main programs are summarized in the following table: (at July 1, 2024). Risks Deductible Insurers Losses/Business interruption 200 thousand euros to 750 thousand euros depending on the site AXA XL 5 days of Operating Loss with a minimum of 150 thousand euros RSA MS Amlin 4 Swiss RE Helvetia Groupama Berkshire Hathaway Public liability 25 thousand euros Chubb Contamination and brand image 1,000 thousand euros Chubb Credit risk 91.68% coverage Atradius With regard to the implementation of risk coverage beyond the above insurance programs, Bonduelle continued to use its own reinsurance company, Bonduelle Ré, whose registered office is in Villeneuve d’Ascq (France) on rue Nicolas Appert. This reinsurance company was approved on June 18, 2021. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 179 4 REpORt Of thE GENERaL MaNaGEMENt Internal control and risk management procedures 4.4 Internal control and risk management procedures The Bonduelle Group has adopted the Reference Guidelines The specific goal of the risk management plan is to: for internal control published by the Autorité des marchés — create and preserve the value, assets and reputation of the financiers (AMF) in January 2007 and updated in July 2010. Company by identifying and analyzing the main potential The Company oversees and implements a set of self-defined threats to the Company; internal control and risk management measures consisting — -identify the main events and situations likely to significantly of various means, behaviors, procedures and initiatives suited affect achievement of the Company’s objectives; to the characteristics of each fully consolidated company, as well as a number of companies accounted for using the equity — ensure actions concur with the Company’s values; method which: — inform and mobilize the Company’s employees around a — allow directors and officers to keep risk at an acceptable level; common understanding of the main risks. — contribute to the management of its activities, effectiveness The internal control and risk management procedures apply to of its operations and efficient utilization of its resources; all entities falling within the scope of consolidation. As regards acquisitions, an internal control audit is performed within three — must enable it to take appropriate action with regard to all months of the purchase. A compliance audit is performed in the significant operating, financial or compliance-related risks. year following the acquisition in order to ensure that the group’s Internal control procedures are designed specifically to ensure: rules and procedures are correctly applied. — compliance with all laws and regulations in effect; These risk management and internal control procedures cannot — the application of all procedures and policies established by provide an absolute guarantee as to the achievement of the the General Management; Company’s objectives. — the smooth operation of the Company’s internal procedures, In fact, any internal control system is subject to inherent limits, especially as regards the protection of its assets; such as uncertainties regarding external conditions, the use of good judgment and the cost/benefit analysis of implementing — the reliability of financial information. new controls, or dysfunction that can occur due to technical faults, human or simple errors. 4.4.1 Organization Bonduelle SCA is a holding company whose operating activities are carried out by its Bonduelle SA subsidiary, which includes the group’s four business units, organized into the Europe Zone and the Non-Europe Zone, and which, although operating in different geographical zones, all have similar characteristics in terms of momentum, profitability, business environment and development strategy. Bonduelle SA manages the following tasks: — management of the group’s insurance programs; — -development policy, oversight of equity interests, mergers, — approval of new advertising campaigns prior to their release; acquisition and asset sales; — corporate communication; — oversight of the group’s overall financial policy, including — financial communication and investor, analyst and financing means; Shareholder relations; — tax policy and its implementation; — pooling of resources, such as IT; — determination of compensation policies, oversight of — implementation of internal control and risk management management, and training and staff skills development; activities; — protection of intellectual and industrial property rights; — research and development and transformation programs; — compliance with all laws and regulations governing the — implementation and management of the group’s corporate group’s operations; social responsibility. 180 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Internal control and risk management procedures The business units are organized by region and business resources management, quality, innovation, working conditions activity, and divided into Europe and Non-Europe Zones. They and environmental protection. have their own financial resources, oversee their own product The goals factor in past performance, in-depth analysis and development, and are responsible for most of their production ongoing changes in the business environment. and all of their marketing needs. The risk analysis related to business activities is an integral part of The group’s objectives are defined by the General Management the process of preparing action plans, which involves identifying based on the route map provided by the General Partner. They the key success factors and analyzing the main assumptions not only involve business performance, but also areas in which used to achieve these objectives. the group is striving to achieve excellence, such as human 4.4.2 Contributors to the internal control and risk management The main risk management and internal control bodies are as follows: at group level The proposal regarding the Statutory Auditors to be appointed or reappointed by the Shareholders’ Meeting is the responsibility Since July 1, 2023, Executive Management of Bonduelle SA has of the Supervisory Board on the recommendation of the Audit been exercised exclusively by its Chief Executive Officer, whose Committee. The group is audited by a college of Statutory authority is attributed by law and the Company’s Articles of Auditors enabling geographic and global coverage of the Association. group’s risks. The GELT, whose composition is described in Section 3.1.4, met 22 times during the fiscal year. In particular, it reviewed the group’s commercial and financial performance and discussed at business unit level 4 all general issues and strategic guidelines relating to the group The Management Committee is comprised of the Chief and its business units. Executive Officer and directors of the main functions. The Chief The group’s Internal Audit Department reports functionally to Finance Officer is specifically charged with implementing the group’s Chief Executive Officer and may be consulted by internal control systems to prevent and manage risks arising the Chairman of the Board of Directors. Audit assignments and from the business units activities as well as those caused by work programs are validated by the Executive Management errors or fraud. and the Audit Committee. A report on each audit is sent to Once a quarter, Executive Management meets in Quarterly the group’s governance bodies, the Operations Managers of Business Review (QBR) with the Management Committees the audited entities and the Statutory Auditors. Thirteen audits of each business unit to set targets, review performance and were performed during fiscal year 2023-2024 in the group’s financial outlook and decide on the policy to be followed at the various business units and departments, thus enabling all business unit level: annual and interim results, investment plan the group’s business activities to be covered on a risk-based in particular. approach. Following each audit, action plans are developed by the relevant operating units to correct deficiencies identified in the audit report, and the implementation of these action plans Internal control procedures is monitored by the Internal Audit Department and Operations Internal control procedures are set out in the Internal Control Managers, and then reviewed by the group’s governance bodies. Manual. The latter defines: The Corporate Departments are responsible for enforcing — the respective areas of responsibility and authority of the decisions made by the Executive Management and must in Corporate Departments and the business units; particular ensure that the information presented to the latter is accurate and relevant. — the applicable financial and operational rules and processes. Statutory Auditors: as part of their task of controlling and certifying This handbook is available in French and English and is updated Bonduelle’s annual and consolidated financial statements, the at least once a year and in line with changes in the group’s rules Statutory Auditors examine certain procedures involved in the and procedures. preparation of accounting and financial information. They report Since 2017, the group has developed an annual internal control their findings to the Audit Committee twice a year. self-assessment process based on a questionnaire designed to measure the correct application of the rules and procedures of each of the group’s globally consolidated entities. The conclusions of these questions are shared with the group’s Executive Management, the Finance Department and the Finance Directors of the group’s business units. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 181 4 REpORt Of thE GENERaL MaNaGEMENt Internal control and risk management procedures Budgetary control is based on three principles: — the budget is prepared on the basis of guidelines and directives established by the Executive Management; — performance monitoring as part of monthly reporting, GELT and QBR meetings; — the review of the achievement of the targets and indicators defined in the three-year financial trajectory. Procedures and guidelines determine the responsibilities of each party and specify the operating methods and related controls. Group and business unit Management Control teams are responsible for budget controlling. 4.4.3 Risk management procedures As with any company, during the course of its business the the group. Action plans aimed at limiting and/or covering risks Bonduelle Group is exposed to a number of risks. The main identified at group and business unit level were put in place and risk management and control measures are described in monitored annually. Sections 4.2 “Risk factors” and 4.3 “Financial and legal risks and The results of the risk mapping processes are analyzed by the hedging policy”. group’s governance bodies to ensure that all major risks have To structure the oversight of these risks, since 2008, the group been identified and assessed, and to develop appropriate action has gradually developed a risk mapping process of identifying, plans and preventive measures. assessing and reviewing the management of risks. A report is made to the Supervisory Board of the roll-out of these In 2024, the risk mapping was reviewed and updated following procedures and action plans associated with the different risks a bottom up construction process starting from the business identified. units and the Information Systems Department (DSI) towards 4.4.4 Internal control procedures applicable to the preparation of financial and accounting information The group prepares interim and annual consolidated financial Consolidation Department using a special software application. statements. These processes are managed by the Management All transactions are recorded in accordance with the rules Consolidation Department attached to the group’s Financial established in the group-wide consolidation procedure manual. Services Department. All documents exchanged as part of the consolidation process This information is prepared in accordance with an annual have been standardized and disseminated to the entire group agenda provided to the entities. The main steps are as follows: and reviewed by the Statutory Auditors. — monthly reporting of activity; During the closing of the financial statements, the finance teams — quarterly reporting package; review the financial statements and work with the Control Management Department to analyze and explain changes in — interim and annual financial closing of financial statements. results from one period to the next and variances with respect The consolidated financial statements are prepared using to the budget. information provided in the form of reporting packages This system is supplemented by the audit work of the Statutory extracted from the IT systems by each entity and sent to the Auditors for the annual parent and interim financial statements. 4.4.5 Other information The rules governing Shareholder participation in Shareholders’ Meetings are set out in detail in Article 23 of the Articles of Association of Bonduelle SCA. Copies of these Articles of Association will be provided upon request by the administrative head office in Villeneuve d’Ascq (France), or are available on the Company’s website www.bonduelle.com. 182 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION 4 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 183 184 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Consolidated financial statements 5.1 Consolidated income statement 186 5.2 Consolidated balance sheet 187 5.3 Consolidated statement of cash flows 188 5.4 Changes in consolidated Shareholders’ equity 189 5.5 Notes to the annual consolidated financial statements 190 5.6 Statutory Auditors’ report on the consolidated financial statements 238 5 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 185 5 CONsOLiDatED fiNaNCiaL statEmENts Consolidated income statement 5.1 Consolidated income statement (in thousands of euros) Notes at 2023/06/30 at 2024/06/30 Net sales 5.1 2,406,221 2,371,769 Purchases and external expenses 5.2 (1,730,749) (1,700,097) Employee benefits expenses 6.1 (512,374) (499,545) Depreciation, amortization and impairment (82,457) (82,186) Other operating income 5.3 32,933 27,177 Other operating expenses 5.3 (47,696) (41,825) Current operating income 65,878 75,293 Non-recurring items 5.4 (11,733) (145,037) Operating income 54,145 (69,745) Cost of net debt (23,743) (31,103) Other financial income and expenses (7,539) (3,965) Net financial income 7.2 (31,282) (35,068) Net income from associates 4.2 4,384 3,584 Income before tax 27,247 (101,228) Income tax 8.1 (18,460) (18,543) Net income from continuing operations 8,788 (119,772) Net income from discontinued operations 4.1 5,700 0 CONSOLIDATED NET INCOME 14,488 (119,772) 1 Attributable to owners of the Company 14,496 (119,744) 1 Attributable to non-controlling interests (8) (28) BASIC EARNINGS PER SHARE 9 0.45 (3.74) DILUTED EARNINGS PER SHARE 9 0.44 (3.64) Gains and losses recognized directly in equity (in thousands of euros) at 2023/06/30 at 2024/06/30 Net income for the period 14,488 (119,772) Items that may be reclassified subsequently to P&L (78,591) (5,580) Cash flow hedge 1,197 (4,883) Translation adjustments (79,246) (1,958) Tax effects (542) 1,262 Items that may not be reclassified subsequently to P&L (101) (165) Actuarial gains and losses on defined benefit plans (164) (424) Tax effects 63 109 Unrealized gains and losses on financial assets 0 150 Income and expenses recognized directly in equity (78,692) (5,745) TOTAL RECOGNIZED INCOME AND EXPENSES (64,204) (125,517) of which attributable to owners of the Company (64,196) (125,489) of which attributable to non-controlling interests (8) (28) 186 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Consolidated balance sheet 5.2 Consolidated balance sheet Assets (in thousands of euros) Notes at 2023/06/30 at 2024/06/30 Non-current assets 989,067 879,322 Other intangible assets 10.2 51,733 51,499 Goodwill 10.1 384,336 256,876 Property, plant and equipment 10.3 369,154 382,298 Rights of use 10.4 65,402 68,809 Investments in associates 4.2 94,957 97,442 Other non-current financial assets 7.4 5,360 3,349 Deferred tax 8.1 12,412 14,338 Other non-current assets 7.3 5,712 4,712 Current assets 1,002,794 1,059,506 Inventories and work-in-progress 5.5 668,080 720,881 Trade and other receivables 5.6 305,044 305,533 Tax receivables 11,021 11,026 Other current assets 7.3 6,260 5,223 Other current financial assets 7.3 3,382 630 Cash and cash equivalents 7.6 9,007 16,212 TOTAL ASSETS 1,991,862 1,938,829 Liabilities 5 (in thousands of euros) Notes at 2023/06/30 at 2024/06/30 Shareholders’ equity (group share) 774,462 640,157 Share capital 57,103 57,103 Additional paid-in capital 40,103 40,103 Consolidated reserves 677,256 542,951 Non-controlling interests (6) (9) Shareholders’ equity 774,456 640,148 Non-current liabilities 420,507 472,773 Financial liabilities 7.6 296,947 340,898 Lease liabilities 7.6 62,475 58,369 Employee benefit obligations 6.2 21,688 23,358 Other non-current provisions 11.1 9,405 11,670 Deferred taxes 8.1 3,437 1,075 Other non-current liabilities 7.3 26,554 37,403 Current liabilities 796,899 825,908 Current financial liabilities 7.6 75,183 162,506 Current lease liabilities 7.6 16,912 17,862 Current provisions 11.1 10,524 12,025 Trade and other payables 5.7 687,143 631,567 Tax payables 6,643 1,054 Other current liabilities 7.3 493 894 TOTAL LIABILITIES 1,991,862 1,938,829 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 187 5 CONsOLiDatED fiNaNCiaL statEmENts Consolidated statement of cash flows 5.3 Consolidated statement of cash flows (in thousands of euros) Notes at 2023/06/30 at 2024/06/30 Net income from continuing operations 8,788 (119,772) Share of net income from associates (4,384) (3,584) Depreciation, amortization and impairment 88,459 217,195 Other non-cash items 8,802 (604) Deferred tax 8.1 (1,162) (2,624) Accrued interest 546 (635) Gross cash flows from operating activities 101,050 89,976 Change in working capital requirement 5.5 & 5.6 & 5.7 (98,119) (99,805) Net cash flows from operating activities from continuing operations 2,931 (9,829) Net cash flows from operating activities from discontinued operations 0 0 Net cash flows from operating activities 2,931 (9,829) Acquisitions of consolidated companies, net of cash and cash equivalents(1) (9,894) 0 Acquisitions of property, plant and equipment and intangible assets(2) 10.2 & 10.3 (77,503) (87,892) Acquisitions of financial assets (4) (0) Disposals of property, plant and equipment and financial assets(3) 5.3 663 3,071 Net change in loans and other non-current financial assets (1,884) (0) Net cash flows from (used in) investing activities from continuing operations (88,623) (84,821) Net cash flows from (used in) investing activities from discontinued operations 19,466 0 Net cash flows from (used in) investing activities (69,157) (84,821) Transactions with non-controlling interests 0 (1,620) (Acquisition) Disposal of treasury shares (755) 742 Increase (Decrease) in non-current financial liabilities 7.6 (27,645) 71,306 Increase (Decrease) in current financial liabilities 7.6 10,437 60,219 Increase (Decrease) in lease liabilities 7.6 (19,283) (21,925) Dividends paid to group and minority Shareholders (9,910) (8,259) Net cash flows from (used in) financing activities from continuing operations (47,155) 100,463 Net cash flows from (used in) financing activities from discontinued operations 0 0 Net cash flows from (used in) financing activities (47,155) 100,463 Impact of exchange rate changes 1,124 1,391 Change in cash and cash equivalents (112,256) 7,205 Cash and cash equivalents – opening balance 121,264 9,007 Cash and cash equivalents – closing balance 9,007 16,212 CHANGE IN CASH AND CASH EQUIVALENTS (112,256) 7,205 (1) Including at June 30, 2023 the balance of the acquisition of Nortera Foods shares accounted as an investment in associates. (2) Investments correspond to the acquisitions of property, plant and equipment and intangible assets described in Notes 3.4.1.2 and 3.4.2 plus the change in related trade payables presented in Note 5.7. (3) Disposals of fixed assets correspond to the proceeds received less advances and down-payments on fixed assets. 188 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Changes in consolidated Shareholders’ equity 5.4 Changes in consolidated Shareholders’ equity sharehol- Addi- ders’ Non- total tional Actuarial Trans- Accu- equity control- sharehol- In number paid-in gains and Treasury lation mulated (group ling ders’ (in thousands of euros) of shares Capital capital losses shares reserves income share) interests equity Shareholders’ equity at June 30, 2022 32,630,114 57,103 40,103 (1,098) (10,476) (27,017) 793,797 852,412 (6) 852,406 Income recognized directly through equity (101) (79,246) 655 (78,692) 0 (78,692) Net income at 2023/06/30 14,496 14,496 (8) 14,488 Free allocation of shares 1,357 1,357 0 1,357 Puts on non- controlling interests 0 0 8 8 Treasury Shares (261) (366) (627) 0 (627) Other(1) (4,574) (4,574) (4,574) Dividends paid (9,910) (9,910) 0 (9,910) Shareholders’ equity at June 30, 2023 32,630,114 57,103 40,103 (1,199) (10,738) (106,262) 795,455 774,462 (6) 774,456 Income recognized directly through equity (315) (1,958) (3,471) (5,745) 0 (5,745) Net income at 2024/06/30 (119,744) (119,744) (28) (119,772) Free allocation 5 of shares (485) (485) 0 (485) Puts on non- controlling interests 0 0 28 28 Treasury Shares 639 (86) 552 0 552 Other(1) (624) (624) (3) (627) Dividends paid (8,259) (8,259) 0 (8,259) SHAREHOLDERS’ EQUITY AT JUNE 30, 2024 32,630,114 57,103 40,103 (1,514) (10,099) (108,220) 662,784 640,157 (9) 640,148 (1) Cf. Note 10.2. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 189 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 5.5 Notes to the annual consolidated financial statements Contents NOTE 1 GENERAL INFORMATION 191 NOTE 7 FINANCING AND FINANCIAL 1.1 Group information and preparation methods 191 INSTRUMENTS 208 1.2 Accounting framework applied 191 7.1 Financial risk management 208 7.2 Net financial income 210 NOTE 2 SIGNIFICANT EVENTS 191 7.3 Presentation of financial assets and 2.1 Resizing of the fresh business in France 191 liabilities by category 212 2.2 B Corp 191 7.4 Other non-current financial assets 215 7.5 Derivative instruments 216 NOTE 3 ACCOUNTING PRINCIPLES 192 7.6 Net debt 219 3.1 Consolidation methods 192 3.2 Segment reporting 192 NOTE 8 INCOME TAX 222 3.3 Translation of transactions denominated 8.1 Income tax 222 in foreign currencies and the financial statements of foreign companies 192 NOTE 9 EARNINGS PER SHARE 223 3.4 Accounting principles for assets and liabilities 192 3.5 Consideration of the effects of climate change 199 NOTE 10 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT 224 NOTE 4 SCOPE OF CONSOLIDATION 200 10.1 Goodwill 224 4.1 Change in scope of consolidation 200 10.2 Other intangible assets 225 4.2 Associates 200 10.3 Property, plant and equipment 227 10.4 Rights of use 229 NOTE 5 OPERATING DATA AND NON‑RECURRING ITEMS 200 NOTE 11 OTHER PROVISIONS AND CONTINGENT 5.1 Segment reporting 200 LiaBiLitiEs 231 5.2 Purchases and external expenses 201 11.1 Other provisions 231 5.3 Other operating income and expenses 202 11.2 Risks and disputes 231 5.4 Non-recurring items 202 11.3 Contingent liabilities 232 5.5 Inventories and work in progress 203 5.6 Trade and other receivables 203 NOTE 12 OTHER INFORMATION 232 5.7 Trade and other payables 204 12.1 Statutory Auditors’ fees 232 12.2 Related-party transactions 234 NOTE 6 EXPENSES, HEADCOUNT AND EMPLOYEE BENEFITS 205 NOTE 13 SUBSEQUENT EVENTS 235 6.1 Compensation and workforce 205 6.2 Employee benefit obligations 205 NOTE 14 LIST OF GROUP COMPANIES 236 6.3 Share-based payments 207 190 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements NOTE 1 GENERAL INFORMATION 1.1 Group information and preparation 1.2 Accounting framework applied methods Main standards, amendments and interpretations Listed on Euronext Paris (Compartment B), Bonduelle SCA is a whose application is mandatory as of July 1, 2023 French limited partnership with shares (société en commandite par actions). Bonduelle, a leading player in plant-based food, is in The main new texts applicable in 2023-2024 concerning particular a market leader in processed vegetables both within the group and which did not have a significant effect on the and outside Europe. The Company operates in three business consolidated financial statements are as follows: segments: canned, frozen and ready-to-use fresh vegetables — amendments to IAS 1 and IFRS Practice Statement (prepared and fresh-cut). 2, Presentation of financial statements – Disclosure of General Management approved the consolidated financial Accounting Policies; statements under IFRS and authorized the publication of the — amendments to IAS 8, Definition of Accounting Estimates; approved financial statements at June 30, 2024, which will be submitted for approval at the Shareholders’ Meeting of — amendments to IAS 12, Deferred tax related to assets and December 5, 2024. liabilities arising from a single transaction; The consolidated financial statements of the Bonduelle — amendments to IAS 12, International Tax Reform – Pillar Two Group and its subsidiaries (“the group”) for the fiscal year Model Rules. 2023-2024 have been prepared in compliance with the IFRS This amendment introduces a temporary exception to the (International financial reporting Standards) published by the recognition of deferred tax resulting from the implementation IASB (International Accounting Standards Board), and whose of the GloBE (Global Anti Base Erosion) rules, applicable until a implementing regulation has been published in the official new decision by the IASB. journal of the European Union. The “Pillar 2” legislation will be effective for the group for the The notes to the annual consolidated financial statements financial year beginning July 1, 2024. Following the assessment have been prepared in accordance with IFRS and follow of the tax exposure resulting from the implementation of the recommendation 2016-09 of the Autorité des normes Pillar 2 model rules, the group believes that the reform should comptables (ANC – French Accounting Standards Board). not have a material effect on its results and financial position. The consolidated financial statements and notes to the consolidated financial statements are presented in euros. Unless Standards, amendments and interpretations that are not mandatory on July 1, 2024 but may be 5 otherwise indicated, amounts are expressed in thousands of euros and rounded to the nearest thousand. In general, the applied early values presented are rounded to the nearest unit. Consequently, The group has not applied the standards, amendments and the sum of the rounded amounts may present non-material interpretations published by the IASB early in the consolidated differences compared to the total reported. In addition, ratios financial statements for the fiscal year 2023-2024 and considers and differences are calculated on the basis of the underlying that they would not have material impact on its results and amounts and not on the basis of the rounded amounts. financial position. NOTE 2 SIGNIFICANT EVENTS 2.1 Resizing of the fresh business 2.2 B Corp in France The Bonduelle Group has announced that it has obtained On August 29, 2024, the Bonduelle Group announced a international B Corp certification in 9 countries. After the United resizing of Bonduelle Frais France, including the plan to close States and Italy last year, new Bonduelle entities in France, the the packaged salad plant at Saint-Mihiel in the Meuse region Netherlands, Denmark, Belgium, Spain, Portugal and Germany (France) (see Note 13 Subsequent events). At June 30, 2024, an have in turn obtained international B Corp certification, marking impairment of 100% of the plant’s assets was recognised under an important step in the implementation of its positive impact non-recurring items for an amount of 5 million euros. roadmap. These new steps reinforce its commitment to high social and environmental standards. Plans to sell this business, and the fresh produce business in Germany, are described in Note 13 “Subsequent events”. More than 80% of the Bonduelle Group’s turnover is now B Corp, a significant achievement for an international group like Bonduelle. In line with the B Corp ambition stated since 2018, the Company is moving closer to its goal of certification the entire group by 2025. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 191 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements NOTE 3 ACCOUNTING PRINCIPLES 3.1 Consolidation methods operating income and non-current assets are broken down by geographical area, while net sales is also broken down by The consolidated financial statements fully consolidate the operating segment. financial statements of all subsidiaries controlled either directly or indirectly by the group. 3.3 Translation of transactions denominated Control is defined and measured in accordance with IFRS 10, in foreign currencies and the financial based on three criteria: power of decision, exposure to variable statements of foreign companies returns, and the relationship between these two. Full consolidation allows recognition of all of assets, liabilities Translation of transactions denominated in foreign and income statement items of the companies concerned, after currencies elimination of all intercompany transactions and earnings, with Transactions denominated in foreign currencies are valued the portion of income and Shareholders’ equity attributable to using the exchange rates applicable on the transaction dates. owners of the group companies (“group share”) distinguished from All receivables and liabilities denominated in foreign currencies the portion concerning the interests of other Shareholders (“non- recognized in the balance sheet at the end of the period are controlling interests”). All companies over which Bonduelle does valued at the closing rates. All foreign exchange gains and losses not exercise exclusive control yet still exerts significant influence or generated by the translation of transactions denominated in joint control are accounted for using the equity method. foreign currencies are included under the “financial income” and All consolidated companies of the group close their financial “financial expenses” headings of the income statement, except for statements as of June 30, 2024 with the exception of the those on borrowings denominated in foreign currencies or other following companies: Bonduelle Kuban, Bonduelle do Brasil, instruments used to hedge long-term equity investments in that Bonduelle Kazakhstan and Agro-Rost. All these companies same currency, which are included on the line “Accumulated were consolidated on the basis of their accounting position as translation adjustments” of consolidated Shareholders’ equity. of June 30, 2024. Some companies over which the Bonduelle Group has direct, or Translation of the financial statements of foreign indirect, control or over which it exercises significant influence, could companies not be consolidated because they were not deemed to be material. The balance sheets of companies with a functional currency other than the euro are translated into euros at the official rate at Companies are included within the consolidation scope with the end of the fiscal period. In each income statement, income effect from the date on which control or significant influence and expenses must be translated at the exchange rate at the date is acquired. of the transactions. For practical reasons, the yearly arithmetic Companies are deconsolidated with effect from the date on average exchange rate is used to convert income and expense which control or significant influence is lost. items. However, if exchange rates record significant fluctuations, All income and expenses related to subsidiaries acquired a calculation method other than the yearly arithmetic average or disposed of during the fiscal year are recognized in the may be used, in line with the seasonality of the business. consolidated income statement with effect from the acquisition The exchange differences resulting from the application of date or until disposal. these various foreign exchange rates are included on the line All transactions between consolidated companies and “Accumulated translation adjustments” in the consolidated intercompany income (including dividends) are eliminated. statement of changes in Shareholders’ equity until such time as the foreign holdings to which they pertain are sold or liquidated. 3.2 Segment reporting 3.4 Accounting principles for assets and Segment data is reported on the basis of the operating liabilities segments used for internal reporting purposes, also known as the management approach. The consolidated financial statements at June 30, 2024 are presented in thousands of euros, and reflect the financial The two operating segments are: Europe Zone and Non-Europe position of the Company and its subsidiaries. Zone. They have been prepared on the basis of historical costs, with the The Europe Zone covers the following geographical areas: exception of the assets and liabilities discussed below, which are France, Germany, Italy and the Iberian Peninsula, which form recognized at fair value. Southern Europe, Northern Europe and Central Europe. The Non-Europe Zone covers Eastern Europe, Asia, the Mercosur, 3.4.1 Intangible assets North America and Export markets. 3.4.1.1 Goodwill The primary indicators published are those used by the group’s When shares are acquired in companies that are either fully Executive Management. For additional information, net sales, consolidated or accounted for using the equity method, the cost 192 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements of acquiring the shares is allocated to the assets, liabilities and Where circumstances or events indicate that the value of a fixed contingent liabilities acquired measured at their fair value. Any asset may have declined, the group examines the recoverable positive difference between the acquisition cost and the share amount of the asset (or group of assets to which it belongs). attributable to owners of the Company in the fair value of the The recoverable amount is the higher of the asset’s fair value assets, liabilities and contingent liabilities acquired represents less disposal costs and its value in use. Value in use is estimated goodwill. These differences are presented on the asset side by discounting the expected future cash flows of the asset (or of the consolidated balance sheet under “goodwill” for fully- group of assets to which it belongs) within the conditions of consolidated companies and under “Investments in associates” use planned by the group. Impairment is recognized when the for companies accounted for using the equity method. recoverable amount of a fixed asset falls below its net carrying Goodwill relating to foreign companies is recognized in the amount. functional currency of the Company acquired. Negative goodwill (badwill) is immediately recognized in the 3.4.3 Assets under a lease income statement as non-recurring items. IFRS 16 Leases imposes on the lessee a single model for recognizing leases on the balance sheet via the recognition 3.4.1.2 Other intangible assets of an asset representing a right-of-use in exchange for a lease All separately identifiable brands acquired whose useful life is liability corresponding to the present value of the rents to be considered to be indefinite are recognized in the consolidated paid over the reasonably certain period of the lease. Deferred tax balance sheet under the heading “Other intangible assets”. is also recognized on the basis of the difference between the net Licenses, patents and any other intangible assets acquired are carrying amount of the right-of-use asset and the lease liability. recognized at their acquisition cost under “Other intangible Permanent treatment: assets” in the consolidated balance sheet. They are amortized on a straight-line basis in accordance with their projected useful — exemption of new short-term leases (less than 12 months life. including renewal periods with financial incentives) and low- value leases (five thousand euros); All development costs must be capitalized as intangible assets when the Company can prove that they will generate future — the lease term corresponds to the non-cancellable period of economic benefits and their costs can be identified. each contract, to which should be added any renewal option that the group is reasonably certain to exercise, and any Development costs for software used within the group are cancellation option that the group is reasonably certain not carried as assets in the balance sheet when it is probable that to exercise; these expenses will generate future economic benefits. These costs are amortized on a straight-line basis over the expected — the discount rate corresponds to the incremental borrowing useful life of the software, which may be between one and five rate determined over the remaining term of the contracts for the entire group; this rate is defined according to the term of 5 years. All other software acquisition and development costs are immediately recognized as expenses. the lease in order to take into account payment profiles; — taking into account non-rental components (mainly vehicle 3.4.2 Property, plant and equipment maintenance). Property, plant and equipment are recorded on the balance At their effective date, leases as defined by IFRS 16 “Leases” are sheet at their cost less accumulated depreciation and recorded: impairment. The gross amount of property, plant and equipment corresponds to their purchase or production cost. It is never — as a capital asset (right of use) for the amount of the lease remeasured. Purchase or production costs include, where liability, plus any prepayments made to the lessor, the initial applicable, all costs related to the dismantling or refurbishing direct costs incurred, less any benefits received, and an of production sites. estimate of the costs of dismantling or restoring the leased asset in accordance with the terms of the lease, if any; and Given the nature of our investments, borrowing costs are not included in the cost of property, plant and equipment. — as a financial liability for the amount of rent over the lease term as determined above, discounted at the rate specified Depreciation is calculated on a straight-line basis based on above. purchase cost, less any residual value, from the date on which the asset is available for use. With the exception of certain Rights of use are amortized on a straight-line basis over the lease special cases, residual values are zero. term. Where the lease has the effect of transferring ownership of the asset to the lessee or where it includes a purchase option, Useful lives are reviewed periodically, particularly in the case of which will be exercised with reasonable certainty, the right of decisions to move production sites. use is depreciated over the useful life of the underlying asset on — Buildings: 10 to 40 years. the same terms as those applying to owned assets. — Plant & equipment, office equipment: 5 to 15 years. In the consolidated statement of cash flows, payment of lease liabilities is presented in net cash flows from/(used in) financing — Other fixed assets: 3 to 10 years. activities, in accordance with IFRS 16 “Leases”. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 193 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 3.4.4 Impairment of fixed assets The CGUs monitored by the group are the following business In accordance with IAS 36 “Impairment of Assets”, the recoverable segments for each operating segment: Europe and Non-Europe amount of property, plant and equipment and intangible assets Zones. is tested for impairment whenever there is an indication of For the Europe Zone: impairment and at least once a year for assets with an indefinite — the canned and frozen food segment; useful life, which are essentially goodwill and brands. Indications of impairment include a significant decline in business volumes, — the ready-to-use fresh segment. a deterioration in expected long-term profitability, a change in For the Non-Europe Zone: reputation or changes in regulations that adversely affect the business. — the canned and frozen food segment in Eastern Europe; The value of the fixed assets of each cash-generating unit (CGU), — the ready-to-use fresh segment in North America. including in particular goodwill, intangible assets, property, The fair value less all related selling costs corresponds to the plant and equipment and rights of use (IFRS 16), is subject amount that could be obtained by selling the asset (or group to impairment testing at the time of the annual financial of assets) under arm’s length conditions, less all costs related statements and whenever events and circumstances indicate directly to the disposal of the asset(s). that a loss of value is likely to have occurred. An impairment loss is recognized when the recoverable amount 3.4.5 Financial assets of a CGU becomes less than its net carrying amount. IFRS 9 requires financial assets to be recognized in one of the Any impairment loss is recorded first in goodwill allocated to the following three categories: Cash Generating Unit (CGU), and then as a reduction of the net — at amortized cost; carrying amount of each asset within the CGU. — at fair value through other comprehensive income; The recoverable amount of goodwill, which is used to calculate — at fair value through profit or loss. any impairment to be recognized in the financial statements, is the value-in-use estimated on the basis of the present value of Financial assets are classified and measured on the basis of two future cash flows. criteria: the entity’s business model (collection of contractual flows or monetization by disposal) for managing financial assets If this value-in-use does not cover the assets’ carrying amount, and the contractual cash flow characteristics of the financial the recoverable amount used (if higher) is their fair value less asset. selling costs. Cash Generating Units are combinations of subsidiaries that Financial assets at fair value through profit or loss belong to the same business segment and that generate cash These consist of financial assets held by the group with a view to flows that are clearly distinct from those generated by other generating a short-term gain, or any financial assets voluntarily CGUs. The cash flows used to calculate values in use are taken classified in this category. They are measured at their fair value, from the CGUs’ five-year strategic plans. and all changes are recognized in the income statement. Classified under cash equivalents within the group’s current The growth rates used to extrapolate cash flow projections assets, these financial instruments include, where applicable, beyond the period covered by the five-year strategic plans are units or shares in money market funds and derivative assets. between 0 and 3% depending on the dynamics of the markets in which the CGUs operate. Loans These cash flows are discounted on the basis of a weighted Loans are recognized at their amortized cost using the effective average cost of capital calculated using the market data available interest rate method. for Bonduelle and its business segments. It is calculated for the Trade and related receivables group and increased, for certain CGUs, by a premium to take into account the risk factors. As of June 30, 2024, the group Trade receivables WACC stood at 7.4%. Trade receivables are recognized in the balance sheet at amortized cost. The WACC is calculated based on a market-based debt of 28% of long-term equity and a risk-free rate of 3.9%. As part of its financing policy, the group may have recourse to trade receivable securitization programs. Such securitizations are without recourse. The risk is transferred, in full, to the institution purchasing the receivable. As a result, these are no longer recorded as assets on the balance sheet. The group does not retain any ongoing involvement in the derecognized assets. 194 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements Impairment allowance its changes in value and those of the hedged item are The impairment allowance mainly relates to disputes over recognized in profit or loss over the same period, which Bonduelle is in discussion with customers. Provisions for • if the derivative is designated as a hedge of net foreign the impairment of expected credit losses are recognized at an investments, its changes in value are recorded in equity amount equal to expected losses over the life of the receivable. under translation adjustments and are recycled in profit or Loans to subsidiaries and affiliates loss when the asset is derecognized, Loans to subsidiaries and affiliates are shown as financial assets • if the derivative is designated as a future cash flow hedge: and are recognized at amortized cost. – changes in the value of its effective portion are recognized Other non-consolidated investments in equity under other comprehensive income and are Other non-consolidated investments are recognized in the recycled to profit or loss when the hedged item is itself consolidated balance sheet at fair value. Changes to fair value recognized in profit or loss under the same heading, such as losses or gains on disposal are recognized in the – the time value (premium/discount and currency consolidated statement of changes in Shareholders’ equity option premium, cross-currency swap basis spreads) under other comprehensive income and are not recycled to is recognized in equity under other comprehensive profit or loss. income and is recognized in profit or loss when the Other non-current financial assets underlying matures, in line with the principles adopted by the group. Other non-current financial assets primarily comprise security deposits required under certain countries’ tax regulations and Changes in the fair value of the ineffective portion of instruments funds covering post-employment benefit schemes. The assets qualifying as hedges, and changes in the fair value of derivatives are recognized at amortized cost. that do not qualify for the use of hedge accounting, are recognized directly through profit or loss for the period. 3.4.6 Financial liabilities Derivatives are recognized at the transaction date. Financial liability includes: IFRS 7.27A distinguishes three levels of methods for determining — bond issues; fair value: — accrued interest not yet due; — level 1: quoted prices on an active market for similar — borrowings and bank lines; instruments with no adjustment; — derivative liabilities. — level 2: fair value determined based on data observable either directly (such as a price) or indirectly (calculated based on Financial liabilities are measured and recognized at their another price), but other than a quoted price on an active 5 amortized cost using the effective interest rate method. They are market as stated under level 1; recognized at the settlement date. — level 3: fair value determined based on unobservable market In accordance with IFRS 9, which amended IAS 39 on accounting data. policies for fair value hedging, bonds, which were swapped at the time they were issued, were marked to market. Changes The method used by Bonduelle is level 2 in accordance with in the fair value of the debt and the associated derivatives are IFRS 13. Moreover, the market data used in the valuation models recognized through profit or loss for the period. includes central bank fixings and data supplied by platforms such as Reuters. See Note 3.4.3 for details of lease liabilities. 3.4.8 Inventories 3.4.7 Derivative instruments Materials inventories are measured at their weighted average The group uses over-the-counter derivatives to manage unit cost. Inventories of work-in-progress and finished products exposure to foreign exchange and interest rate risks. Group are measured at their production cost, which includes the cost policy excludes being engaged in speculative transactions on of purchasing the materials used and all direct and indirect the financial markets. production costs (including fixed production costs). Derivatives are recognized in the consolidated balance sheet at Borrowing costs are not included in the inventory cost. fair value: Impairment is deemed necessary in the following cases: — derivatives used to manage net debt and to hedge net — for raw materials, when the current market price is lower than investment in foreign operations are recognized as derivative the inventory value; assets or liabilities; — for finished products and commodities sold as-is, each time — operational currency derivatives are recognized under the probable net realizable value is lower than the production derivative assets or liabilities: or purchase cost. • if the derivative is designated as a fair value hedge of assets or liabilities recognized in the consolidated balance sheet, UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 195 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements The amount of impairment required to bring inventory to its Development SAS, Champiloire SAS, Bonduelle Frais net realizable value, and all inventory losses, are recognized Traiteur SAS, Bonduelle Frais France SAS, Bonduelle Traiteur as expenses for the period during which the impairment International SAS, Euromycel SAS, MOD Bond SAS, Coviju 3 SAS, or loss occurred. The sum of any recoveries of inventory Coviju 4 SAS, Bonduelle Ré SA, LBS Holding SAS and SACSA SAS. impairment resulting from an increase in the net realizable All current taxes in respect of the period are classified in current value is recognized as a reduction in the amount of inventories liabilities on the balance sheet insofar as they have not been recognized in expenses in the period during which the recovery settled. Any overpayments of income taxes are classified among was made. balance sheet assets as current receivables. Intercompany margins are eliminated. Deferred taxes are recognized on temporary differences 3.4.9 Treasury shares between the carrying amounts of assets and liabilities and their value for tax purposes, with the exception of goodwill. Under the Bonduelle’s shares held by the Company are recognized as a liability method, deferred taxes are calculated on the basis of reduction to consolidated equity, on the line “Treasury shares”, the income tax rate expected for the fiscal year during which for an amount corresponding to their cost. Any funds generated the asset will be realized or the liability settled and are classified by the sale of treasury shares are applied directly as an increase among non-current assets and liabilities. Impacts of changes in in Shareholders’ equity, and therefore any gains or losses on tax rates from one year to the next are recognized in the net disposal do not impact net income for the year. income of the fiscal year during which the change is recognized. Deferred taxes pertaining to items recognized directly in 3.4.10 Cash and cash equivalents Shareholders’ equity are also recognized in Shareholders’ equity. Cash assets consist of all investments with original maturities Total deferred tax assets resulting from temporary differences equal to or less than three months and that can be disposed of and tax loss and credit carryforwards must not exceed the immediately. These investments are measured at their market estimated value of the tax that may be recovered. The latter value. is assessed at the end of each fiscal year, based on earnings The elements that make up cash and cash equivalents are cash forecasts for the tax entities concerned. Deferred tax assets and in bank current accounts and potential units or shares in short- liabilities are not discounted. term money market funds or redeemable medium-term notes, All deferred taxes are recognized through profit or loss on the of which the risk of a change in value is deemed negligible. income statement, except those generated by items that are allocated directly to equity. In this case, the deferred taxes are 3.4.11 Investment grants also allocated to equity. This is the case in particular for deferred Investment grants appear in the balance sheet under “Other taxes on brands when the expected tax rate has just been non-current liabilities”. These are listed under “Other operating modified. income” in the income statement and are recognized over the same period as the amortization of the fixed assets that they 3.4.13 Retirement benefits, end-of-career have made possible to acquire. bonuses and welfare insurance The group provides its employees with either defined 3.4.12 Taxes contribution or defined benefit plans. Income tax expense corresponds to the current tax payable by The group’s main obligations under its defined benefit programs each consolidated tax entity, adjusted for deferred taxes. consist of retirement benefits and long service awards in France, In France, Bonduelle SCA is the head of the tax consolidation retirement plans in Germany and termination benefits in Italy. group that includes Bonduelle SA, Bonduelle Europe Long Life SAS, Sud Ouest Légumes Alliance SAS, Bonduelle Breakdown of the various plans: France Germany italy Termination benefits and Type of plan long service awards Retirement plans Termination plans Discount rate 3.60% 3.60% 3.60% Return on plan assets 3.60% N/A N/A Future salary increase 2.00% 2.00% N/A Retirement age 64 years 65 years 68 years 196 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements Apart from the US work-related accident compensation scheme companies for claims not yet reported, using the actuarial cost (worker’s compensation) described in Note 3.4.14, the group method for claims incurred but not reported (IBNR – Incurred does not have any obligations for medical benefits. But Not Reported). Such provisions are recognized as provisions The same discount rate (3.70%) is used to calculate Bonduelle’s for social risks and expenses in the Bonduelle Group financial obligations under the various plans. It was determined based statements and are reassessed at the end of every period. on AA-rated bond yields of private issuers in the euro zone. The rate of salary inflation presented is an average rate, calculated 3.4.15 Net sales specifically for each plan. Net sales is derived mainly from sales of finished products. It is recognized in profit or loss when the customer actually obtains In accordance with IAS 19, “Employee Benefits”, the projected control of the product, when it can direct the use and obtain unit credit method is used to calculate pension and other substantially all the remaining benefits from it. post-retirement benefits under the defined benefit plans, in particular using assumptions about salary inflation, employee Net sales is recognized net of any discounts or rebates accorded turnover, retirement age and life expectancy. to customers and any costs related to trade agreements, referencing agreements, and/or concerning occasional The corresponding actuarial liabilities are recognized either as promotional campaigns invoiced by distributors as well as any contributions paid to insurance companies or in the form of penalties that may be incurred by Bonduelle. These amounts provisions. are measured when the net sales is recognized, on the basis of Under the revised IAS 19, the Bonduelle Group recognizes the agreements and commitments with the customers in question. actuarial gains and losses generated during the year directly to Net sales may also include transport services supplied by equity. Bonduelle to its customers. net sales is then recognized when Actuarial gains and losses are generated by inter-period changes the service is provided. in the actuarial assumptions used to calculate the value of the liabilities and the assets, and by experience differences 3.4.16 Other current operating income corresponding to changes to the database of individual records. and expenses The lines “Impact of discounting” and “Projected return on plan This item primarily comprises grants, income from asset assets” are recognized in net financial income. disposals, sales not classed as net sales (particularly sales to partners) as well as income associated with adjustments or Under defined contribution plans, the group’s only obligation is compensation received. to pay the required premiums. Said premiums are recognized in the income statement for the period. 3.4.17 Non-recurring items 3.4.14 Other non-current and current provisions Non-recurring items comprise significant items that cannot 5 be considered as inherent to the group’s operational activity Provisions are recognized for clearly identified risks and due to their nature and non-habitual character. They include expenses whose timing or amount is uncertain, when an mainly badwill, impairment of intangible assets (including obligation to a third party exists and it is certain or likely that this goodwill) from consolidated shareholdings, restructuring and obligation will result in an outflow of resources without receiving reorganization costs, acquisition costs, insurance deductibles a consideration of at least equivalent size in return. and costs related to non-covered claims, and financial losses In the case of restructuring, an obligation is recognized once its arising from fraud or fines, as well as the impacts of changes in implementation has begun or a detailed plan has been drawn estimates. up that has, to a sufficiently clear extent, created a reasonable expectation on the part of the persons in question that the 3.4.18 Share-based payments Company will implement the restructuring. Share purchase options and free shares granted to employees With regard to US companies with workers’ compensation are measured at their fair value on the allocation date. The fair programs, compensation claims made and not yet settled at value is calculated using the Black & Scholes option pricing the reporting date, whether carried forward or not, are covered model for stock options and the discounting of share value by provisions determined on the basis of the estimated cost adjusted for dividends for the share allocation plans. The fair of settlement and related processing costs. Where there is value of free shares granted is also calculated on the basis of enough historical group or market data on claims made and presence and performance requirements established by the settled, the Executive Management of such companies, with the Executive Management. This value is recognized in the income help of external actuaries, estimates the risks covered by such statement for the period during which employee’s exercise UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 197 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements rights become vested, with the offsetting entry consisting of 3.4.23 Alternative performance indicators an equivalent increase in Shareholders’ equity. All expenses In its financial reporting, the group presents performance recognized in relation to options that expire prior to becoming indicators not defined by accounting standards. The main exercisable are reversed in the income statement for the period performance indicators are as follows: during which they expire. — like-for-like basis: at constant currency exchange rate and 3.4.19 Basic earnings per share and diluted scope of consolidation basis. Net sales in foreign currency over earnings per share the current period is translated at the rate of exchange for the Basic earnings per share are calculated by dividing net income comparable period. The impact of business acquisitions (or attributable to owners of the Company by the average number takeovers) and divestments is restated as follows: of shares in issue during the fiscal year. • for businesses acquired (or gain of control) during the To calculate diluted earnings per share, the weighted average current period, net sales generated since the acquisition number of shares is adjusted to reflect the impact of the date is excluded from the organic growth calculation, conversion of any dilutive instruments into common shares. • for businesses acquired (or gain of control) during the prior fiscal year, net sales generated during the current period up 3.4.20 Assets and liabilities held for sale until the first anniversary date of the acquisition is excluded, and operations discontinued, sold or in the process of being sold • for businesses divested (or loss of control) during the prior fiscal year, net sales generated in the comparative period of Assets and liabilities held for sale, i.e. immediately available for the prior fiscal year until the divestment date is excluded, disposal and whose disposal is highly probable, are presented on separate lines of the consolidated balance sheet of the period • for businesses divested (or loss of control) during the current during which the decision to sell was taken. The consolidated fiscal year, net sales generated in the period commencing balance sheets of previous periods are not restated. Sale is said 12 months before the divestment date up to the end of the to be highly probable when a plan for the sale of the asset comparative period of the prior fiscal year is excluded; (or group of assets) held for sale has been drawn up by the — non-recurring items: Note 3.4.17; Executive Management and an active search for an acquirer has — net debt: the Company’s credit or debit position with regard to been initiated. third parties at the end of the operating cycle. It corresponds Assets held for sale are measured at the lowest of their carrying to current and non-current financial liabilities adjusted for amount or fair value, minus any selling costs, and are no longer derivative assets and liabilities, lease liabilities and cash and depreciated. cash equivalents; Furthermore, net income and cash flow from discontinued — gearing: gearing is the ratio of net debt (Note 7.6.3) to total operations or operations that have been disposed of or are in Shareholders’ equity; the process of being disposed of are presented respectively on — leverage ratio: the leverage ratio corresponds to the ratio a separate line of the income statement and the statement of net debt to REBITDA. It shows the number of years that of changes in cash and cash equivalents, for all of the periods the Company would need to pay back its debt based on its presented. REBITDA; 3.4.21 Use of estimates — gross cash flows from operating activities: this corresponds As part of the normal preparation of the consolidated financial to net cash flow generated by operating activities before statements, the calculation of certain financial data requires the change in working capital requirement. It corresponds to net use of assumptions, estimates and assessments. This is especially income corrected for the share of net income from associates true for the measurement of property, plant and equipment and and calculated items (depreciation and amortization and intangible assets, deferred taxes on tax loss carryforwards and provisions, deferred taxes and other income with no impact the calculation of the amount of provisions for risks and charges on cash flow); or provisions for employee benefit and sales commitments. — current operating margin: the current operating margin is These assumptions, estimates and assessments are based on the ratio of current operating income to net sales; information and positions existing at the date on which the — REBITDA (Recurring earnings before interest, taxes, financial statements were prepared, which may prove, after the depreciation and amortization): this is current operating fact, to be different from the actual figures. income restated for depreciation, amortization and 3.4.22 Reclassifications impairment on property, plant and equipment and intangible assets; The presentation of certain items in the financial statements pertaining to prior years may have been modified to make them compliant with the accounting principles adopted for the most recent period presented. No significant reclassifications were made during the fiscal year. 198 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements — operating income: this corresponds to current operating identify the risks related to climate change, to adjust the income adjusted for non-recurring items; climate strategy to the group’s strategy and to structure the — current operating income: current operating income adaptation approaches in each of the pillars, to support the corresponds to net income before net financial income, implementation of adaptation approaches and to inform the income tax and net income from associates. The group uses GELT annually. All this will be done through a team structured current operating income as its main performance indicator. around four themes: commercial, agro-industry, financial Current operating income shall be taken as before taking into and CSR. This Committee will also be tasked with analyzing account non-recurring items. These correspond to material climate scenarios to provide an overview of the impacts of items that are unusual, abnormal and infrequent and do not climate change on Bonduelle’s activities. relate to the Company’s underlying performance; Also concerning physical risks, regular work at the level of our — ROCCE: this ratio measures the profitability of capital sites aims to identify these physical risks, and to date no major investments made by Shareholders and funds loaned by risk has been identified (see Chapter 4 of the URD – Section 4.2.2 banks and other financial partners. It is obtained by dividing Category 2). With regard to our value chain, Bonduelle has current operating income by capital employed, or the sum of launched an overview of the effects of climate change on its Shareholders’ equity and net debt. major activities (see Chapter 2 of the URD – Section 2.2.1.4). Bonduelle has drawn up a roadmap over several years to 3.5 Consideration of the effects comply with the new requirements of the future sustainability of climate change reporting (CSRD-Corporate Sustainability Reporting Directive) concerning, in particular, the risks and opportunities related to Bonduelle has been committed to the fight against climate climate change. change for nearly 20 years. This commitment is evidenced via Thus, taking into account: the group’s positive impact strategy called B! Pact, which is based on three commitments, including the planet pillar, which — the activities of the Bonduelle Group and its geographical commits the group to contributing to carbon neutrality. The location; group has incorporated its transition plan into the structure of — the nature and magnitude of the current and potential the Net Zero Initiative and has defined targets validated by the impacts of risks and opportunities related to climate change SBTi (see Chapter 2 of the URD – Section 2.2.1.1). The group aims to as identified and assessed in its Risk Factors (Section 4.2) and achieve zero net emissions by 2050 with an intermediate target its Extra-Financial Performance Statement (Section 2.5); by 2035 of a 38% reduction in our scopes 1 and 2 GHG emissions — the commitments made by the group in this area, particularly by 2035 (vs FY20 in absolute terms) and a 30% reduction in our in terms of reducing its greenhouse gas emissions by 2035. scope 3 GHG emissions by 2035 (vs FY20 in intensity). The Bonduelle Group has not identified any significant effects To this end, the group has set up specific climate governance by 5 for fiscal year 2023-2024. In particular: creating dedicated bodies: — no significant provisions for environmental risks and charges — The Carbon Accounting Corporate Committee, set up in were recorded in the consolidated balance sheet at June 30, 2022-2023, is tasked with integrating the carbon component 2024; into Bonduelle’s financial and strategic management (see Chapter 2 of the URD – Section 2.2.1.1.4); — no significant impacts on the value of its property, plant and equipment or intangible assets. In particular, the — The body dedicated to climate change adaptation, the implementation of action plans to adapt production tools Climate Change Committee defines and coordinates does not affect their useful life. activities on this issue. The purpose of this Committee is to UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 199 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements NOTE 4 SCOPE OF CONSOLIDATION 4.1 Change in scope of consolidation 4.2 associates There was no significant change in scope over the period. At June 30, 2024, net income from associates corresponds to the net income of companies accounted for by the equity method, prorated according to the percentage interest held by the Bonduelle Group (see Note 14). NOTE 5 OPERATING DATA AND NON‑RECURRING ITEMS 5.1 Segment reporting total at (in thousands of euros) Europe Zone Non-Europe Zone Eliminations 2023/06/30 Income Statement Net sales 1,511,149 898,137 (3,065) 2,406,221 Intercompany sales (3,065) 0 3,065 0 TOTAL NET SALES 1,508,084 898,137 0 2,406,221 Current operating income 71,561 (5,683) 0 65,878 total at (in thousands of euros) Europe Zone Non-Europe Zone 2023/06/30 Non-current assets France 332,775 332,775 United-States 379,875 379,875 Others 167,105 109,311 276,417 TOTAL NON CURRENTS ASSETS 499,880 489,186 989,067 total at (in thousands of euros) Europe Zone Non-Europe Zone Eliminations 2024/06/30 Income Statement Net sales 1,564,567 813,585 (6,383) 2,371,769 Intercompany sales (6,383) 6,383 0 TOTAL NET SALES 1,558,184 813,585 0 2,371,769 Current operating income 79,855 (4,562) 0 75,293 total at (in thousands of euros) Europe Zone Non-Europe Zone 2024/06/30 Non-current assets France 337,328 337,328 United- States 259,781 259,781 Others 173,184 109,030 282,214 TOTAL NON CURRENTS ASSETS 510,512 368,811 879,322 200 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 5.1.1 Information by segment total at (in thousands of euros) Canned Frozen fresh 2023/06/30 Net sales 1,126,301 278,784 1,001,137 2,406,221 total at (in thousands of euros) Canned Frozen fresh 2024/06/30 Net sales 1,120,136 303,029 948,604 2,371,769 5.1.2 Information by destination geographical region (in thousands of euros) total at 2023/06/30 total at 2024/06/30 France 762,275 32% 796,314 34% United States 604,495 25% 552,573 23% Southern Europe 249,231 10% 272,229 12% Eurasia(1) 219,918 9% 214,914 9% Germany 235,684 10% 201,538 9% Northern Europe 130,851 5% 122,518 5% Central and Eastern Europe 140,376 6% 148,319 6% Other 63,391 3% 63,364 3% TOTAL NET SALES 2,406,221 100% 2,371,769 100% (1) Russia and other CIS countries. 5.2 Purchases and external expenses 5 total at total at (in thousands of euros) 2023/06/30 2024/06/30 Purchases of goods and other supplies (1,304,793) (1,250,972) Production in inventory 75,041 67,524 Changes in inventories of goods and other supplies 35,629 1,029 Other external expenses (536,626) (517,678) TOTAL PURCHASES AND EXTERNAL EXPENSES (1,730,749) (1,700,097) UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 201 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 5.3 Other operating income and expenses (in thousands of euros) Notes at 2023/06/30 at 2024/06/30 Operating services 14,178 9,069 Reversals of provisions 11.1 3,147 5,307 Reversal of current asset impairment 5.5 & 5.6 5,014 1,449 Grants 3,159 3,310 Income from asset disposals 681 669 Other operating income(1) 6,754 7,373 TOTAL OTHER OPERATING INCOME 32,933 27,177 (1) This item mainly comprises sales to partners not classed as net sales, insurance compensation and settlement of accounts with third parties. (in thousands of euros) Notes at 2023/06/30 at 2024/06/30 Taxes and duties (21,352) (21,203) Provisions 11.1 (8,798) (5,469) Impairment of current assets 5.5 & 5.6 (21,599) (15,950) Other operating expenses(1) 4,053 797 TOTAL OTHER OPERATING EXPENSES (47,696) (41,825) (1) This item mainly consists of capitalized production. 5.4 Non-recurring items (in thousands of euros) at 2023/06/30 at 2024/06/30 Reorganization and restructuring costs(1) (11,454) (8,609) Insurance deductibles and costs relating to claims 1,306 (741) Impairment of property, plant and equipment and goodwill(2) (1,788) (129,928) Other (net balance)(3) 203 (5,759) TOTAL NON‑RECURRING ITEMS (11,733) (145,037) (1) Mainly includes various expenses related to organizational changes and shutdowns, and in particular the restructuring of the industrial organization of the ready-to-use fresh food business in North America, with expenses of 5 million euros at June 30, 2024 (8.3 million euros at June 30, 2023). (2) At June 30, 2024 relates to: 1 the restructuring of the industrial organization of the fresh ready-to-use food business in North America, with a reversal of 6.4 million euros following the recommissioning of certain lines at the Swedesboro (New Jersey) plant, whereas an impairment of rights of use of 1.8 million euros was recognised in the 2022-2023 financial year; 1 impairment of goodwill relating to the fresh ready-to-use business CGU in North America, amounting to 130.8 million euros (see Note 10.1); 1 impairment of the assets of the Saint-Mihiel plant, amounting to 5 million euros, following the announcement that Bonduelle Frais France would be resizing and ceasing operations at this site (see Note 2.1). (3) Corresponding to 2.9 million euros in penalties imposed by the French Competition Authority for anti-competitive practices related to the elimination of the use of Bisphenol A (BPA) in food containers. Bonduelle has appealed the decision. Also included is a provision for paid leave of 1.3 million euros, covering the period from December 1, 2009 to June 30, 2023, relating to the Court of Cassation rulings of September 13, 2023 clarifying the right of employees to earn paid leave while on sick leave, regardless of the origin of the illness or the duration of the sick leave. 202 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 5.5 Inventories and work in progress Net carrying Net carrying Gross amount at Gross amount at (in thousands of euros) amounts Impairment 2023/06/30 amounts Impairment 2024/06/30 Materials and packaging 230,511 (11,407) 219,104 216,298 (10,860) 205,438 Work-in-progress and finished products 479,424 (30,449) 448,976 552,836 (37,392) 515,444 TOTAL INVENTORIES AND WORK‑IN‑PROGRESS 709,935 (41,856) 668,080 769,134 (48,252) 720,881 Detail of impairment of inventories and work-in-progress (in thousands of euros) at 2023/06/30 at 2024/06/30 Materials and packaging Opening balance (9,868) (11,407) Additions (5,605) (3,878) Reversals 3,443 292 Change in scope of consolidation 0 0 Translation adjustments and other 623 4,133 CLOSING BALANCE (11,407) (10,860) Work-in-progress and finished products Opening balance (21,200) (30,449) Additions (13,891) (7,696) Reversals 1,192 703 Change in scope of consolidation 0 0 Translation adjustments and other 3,450 50 5 CLOSING BALANCE (30,449) (37,392) 5.6 Trade and other receivables Net Net carrying carrying Gross amount at Gross amount at (in thousands of euros) amounts Impairment 2023/06/30 amounts Impairment 2024/06/30 Customers 214,075 (3,473) 210,602 226,288 (5,947) 220,341 Tax and social security receivables 47,116 0 47,116 44,968 0 44,968 Other receivables 48,306 (981) 47,325 40,661 (437) 40,224 TOTAL TRADE AND OTHER RECEIVABLES 309,497 (4,454) 305,044 311,917 (6,384) 305,533 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 203 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements Change in impairment of trade and other receivables (in thousands of euros) at 2023/06/30 at 2024/06/30 Customers Opening balance (1,763) (3,473) Additions (1,786) (4,239) Reversals 363 296 Change in scope of consolidation 0 0 Translation adjustments and other(1) (286) 1,469 CLOSING BALANCE (3,473) (5,947) Other receivables Opening balance (422) (981) Additions (722) (137) Reversals 18 561 Translation adjustments and other(1) 145 120 CLOSING BALANCE (981) (437) (1) Reclassifications from account to account. Trade and related receivables by maturity (in thousands of euros) at 2023/06/30 at 2024/06/30 Not yet due 182,751 173,261 Overdue 1 less than 30 days 17,423 38,287 1 between 30 and 90 days 7,144 6,323 1 more than 90 days 3,286 2,470 TOTAL TRADE AND RELATED RECEIVABLES 210,602 220,341 5.7 Trade and other payables (in thousands of euros) at 2023/06/30 at 2024/06/30 Trade payables 465,964 416,566 Amounts payable for acquisition of assets 25,873 19,708 Tax and social security payables 130,883 132,186 Other payables 64,423 63,107 TOTAL TRADE AND OTHER PAYABLES 687,143 631,567 204 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements NOTE 6 EXPENSES, HEADCOUNT AND EMPLOYEE BENEFITS 6.1 Compensation and workforce (in thousands of euros and number of employees) at 2023/06/30 at 2024/06/30 Employee expense for consolidation companies (512,374) (499,545) Average annual workforce 11,038 10,409 Permanent workforce 8,363 8,221 6.2 Employee benefit obligations 6.2.1 Defined contribution plans 6.2.2 Defined benefit plans The group is involved in setting up pension plans for its personnel In addition, the group is mainly responsible for contractual in accordance with the laws and practices of the countries in commitments to pay severance and termination benefits. which group companies operate. Commitments correspond to Commitments are measured using the Projected Credit Unit contributions payable. These stand at 34,875 thousand euros method. at June 30, 2024, compared with 33,359 thousand euros at A description of the plans can be found in Note 3.4.13. June 30, 2023. Changes to the financial position of defined benefit plans are as follows: (in thousands of euros) 2022-2023 2023-2024 Income statement: Retirement expense Cost of services rendered during the year 1,191 1,372 Impact of discounting 704 783 Projected return on plan assets 0 0 (Gains)/Losses related to plan liquidation 0 0 5 RETIREMENT (INCOME) EXPENSE RECOGNIZED 1,894 2,155 (in thousands of euros) 2022-2023 2023-2024 Change in the present value of the obligation Present value of DBO(1) at July 1 21,849 22,874 Cost of services rendered during the year 1,461 1,372 Impact of discounting 704 783 Plan reduction and amendment (271) 0 Currency effect 21 12 Benefits paid (1,183) (802) Actuarial (gains)/losses related to changes in demographic assumptions (1,021) 30 Actuarial (gains)/losses related to changes in actuarial assumptions 508 97 Actuarial (gains)/losses related to experience differences 805 294 Other movements 0 (121) PRESENT VALUE OF DBO(1) AT JUNE 30 22,874 24,538 (1) DBO: Defined benefit obligation. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 205 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements (in thousands of euros) 2022-2023 2023-2024 Change in fair value of plan assets Fair value of plan assets at July 1 993 1,186 Projected return on plan assets 0 0 Employer contributions 1,409 37 Benefits paid (1,217) (40) Actuarial gains/(losses) related to experience differences 1 (2) FAIR VALUE OF PLAN ASSETS AT JUNE 30 1,186 1,180 (in thousands of euros) 2022-2023 2023-2024 Reconciliation with amount recognized in balance sheet Net financial position: surplus/(deficit) (21,688) (23,358) Impact of the limiting of surpluses 0 0 (Provision) at June 30 (21,688) (23,358) NET ASSETS AT JUNE 30 0 0 (in thousands of euros) 2022-2023 2023-2024 Actuarial gains and losses Actuarial (gains)/losses generated at July 1 737 903 Actuarial (gains)/losses generated between July 1 and June 30 166 424 (in thousands of euros) 2022-2023 2023-2024 Change in carrying amounts recognized during the fiscal year Net opening (liability) asset (20,855) (21,688) Retirement (expense) income (1,894) (2,155) Benefits paid by the employer 1,374 799 Currency effect (21) (12) Actuarial differences recognized in equity (292) (422) Other movements 0 120 NET CLOSING (LIABILITY) ASSET (21,688) (23,358) For the actuarial assumptions at fiscal year-end, refer to As of June 30, 2024, the sensitivity of provisions for pension Note 3.4.13. obligations to the discount rate was as follows: an increase of The assets managed by financial institutions to cover the group’s 0.50 points in the discount rate would have reduced the group’s termination benefit obligations are matched to general assets. liability by 1,294 thousand euros. Conversely, a 0.50-point drop would have increased the group’s liability by 1,409 thousand euros. 206 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 6.3 Share-based payments The Bonduelle SCA General Management is authorized to grant Bonduelle share purchase options and free shares to certain directors and officers and employees of Bonduelle. Characteristics of the free share allocation plans (AGA)(1) Plan n°27 Plan n°28 Plan n°29 Plan n° 30 Date of Shareholders’ Meeting: 2018/12/06 2021/12/02 2021/12/02 2021/12/02 Date of the General Management decision 2020/12/10 2021/12/09 2022/12/13 2023/12/15 Initial number of shares allocated 232,735 182,995 289,117 369,337 1 Of which number of shares allocated to Christophe Bonduelle, representative of Pierre et Benoit Bonduelle SAS, General Manager of Bonduelle SCA(2) Non applicable Non applicable Non applicable 0 1 Of which number of shares granted to the GELT(3) 114,885 113,057 138,596 169,793 1 Of which others 117,850 69,938 150,521 199,544 Total number of free shares allocated 232,735 182,995 289,117 369,337 Total number of free shares canceled or expired 207,213 0 0 0 Effective allocation date 2023/11/15 2024/11/14 2025/11/18 2026/11/13 Date from which shares can be sold 2023/11/15 2024/11/15 /2025/11/19 2026/11/14 Number of shares actually allocated at June 30, 2024 25,522 0 0 0 (1) The free share allocation is based, on the one hand, on a long-term profit-sharing scheme. Plans based on a return on capital employed criterion and on a CSR criterion relating to the B Corp ambition, and whose effective benefit is contingent on presence in the workforce at the effective allocation date. And on the other hand, on an end-of-career mechanism for directors and officers, based on the execution of succession plans. In accordance with the provisions of the Afep-Medef Code, there are no hedging transactions in favor of Corporate Officers. (2) Bonduelle SCA has no employees. No compensation is paid in respect of the office of legal representative of Pierre et Benoît Bonduelle 5 SAS, General Manager of Bonduelle SCA. Thus, Christophe Bonduelle, permanent representative of Pierre et Benoît Bonduelle SAS, does not benefit from any free share allocation plan. (3) During the fiscal year 2023-2024, the “Executive Committee” was renamed the “Global Executive Leadership Team” (GELT). The term “GELT” is understood to mean the members comprising it on the date of the free share allocation. Valuation of stock option and free share for option plans and the dividend discount model for the free allocation plans share allocation plans. The fair value of free shares granted As stated in Note 3.4.18, share purchase options and free shares is also calculated on the basis of presence and performance granted to employees are measured at their fair value on the requirements established by General Management. allocation date, based on the Black & Scholes pricing model The income under IFRS 2 for the period was 905 thousand euros. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 207 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements NOTE 7 FINANCING AND FINANCIAL INSTRUMENTS 7.1 Financial risk management 7.1.2 Market risks The group has established an organization that provides for Currency risk centralized management of all of its liquidity, currency, interest Risks related to changes in foreign exchange rates rate and counterparty credit risks. The Finance Department The group publishes its consolidated financial statements in has assigned the group Finance and Treasury Department euros, and in 2023-2024, 61.5% of net sales and 89.5% of current responsibility for financial risk management, and provided it operating income were denominated in euros. with all of the expertise and tools needed to participate in the various financial markets as effectively and safely as possible. The portion of assets, liabilities, sales and results, expressed in The organization and procedures utilized are regularly reviewed other currencies, is constantly changing. This means that the by the Internal Audit Department and the Statutory Auditors. group is affected by fluctuations in the value of these currencies At meetings held regularly with the Chief Financial Officer relative to the euro when they are translated into euros in the and Head of Finance and Treasury, the group’s Executive consolidated financial statements. For example, when the Management validates, on the basis of a report published euro rises against these currencies, it reduces the earnings monthly, the implementation of previously authorized contribution from those subsidiaries whose financial statements management strategies. are denominated in these currencies. In a rapidly changing global economic environment, All sales and expenses of group subsidiaries are generally characterized by market volatility and changes in financial expressed in their local currency, with the exception of imports, techniques, the role of the group Finance and Treasury exports and financial transactions covered by centralized and Department is to: systematic foreign currency hedges, where the type of exposure means that it can be hedged: Bonduelle therefore believes that — ensure optimum and sufficient financing for the development its local exposure to currency fluctuations, after hedging, should and growth of the group’s operating activities; remain limited. — identify, evaluate and hedge all financial risks in close collaboration with the operations teams. Hedging policies for currency risk The group seeks to hedge all risks relating to the activities of The objective is to minimize, at the lowest possible cost, the its subsidiaries denominated in a currency other than their impact of financial market fluctuations on the group’s income functional currency and risks relating to the financing of some statement, in order to reduce the capital allocation required to subsidiaries operating in countries whose functional currency manage these financial risks. is not the euro; the asset/liability structure of the financing is The group prohibits the taking of speculative positions. created by natural matching or by putting financial instruments in place. 7.1.1 Liquidity risk The group uses over-the-counter financial instruments only to The group Finance Department is responsible for maintaining hedge the financial risks generated by its production and sales sufficient liquidity at all times. It accomplishes this by efficiently activities. All hedges entered into must comply with the targets managing the group’s cash balances and ensuring that and procedures established by Bonduelle Group’s Executive the maturity and conditions of the financing obtained are Management. These transactions are centralized within the appropriate. In particular, it arranges confirmed lines of credit group Finance and Treasury Department. for optimal flexibility of the group’s financing (see Note 7.6). The group’s policy regarding fluctuations in foreign exchange Lastly, as of June 30, 2024, Bonduelle’s subsidiaries in Russia had rates consists of periodically calculating its net exposure to local credit lines that could be immediately mobilized to finance foreign currencies and using financial derivatives to reduce this current operations in Russia in compliance with international risk. sanctions. The group makes use above all of currency forward contracts, The Company specifically reviewed its liquidity risk and considers currency swaps and options entered into with highly-rated bank that it is able to meet its future payments. counterparties. Details of the portfolio as well as an analysis of foreign exchange rate sensitivity appear in Notes 7.2 and 7.5. 208 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements Interest rate risk alternatives available to producers. In order to ensure long- The interest rate management policy is coordinated, controlled term relationships with its vegetable suppliers, Bonduelle and handled centrally, with the aim of protecting future cash holds annual negotiations with producers’ associations well in flows and reducing the volatility of finance costs. The group uses advance of the harvest, which relate principally to the producer’s various instruments available on the market, especially interest net margin per hectare. Bonduelle is therefore obliged to adjust rate options and swaps. its selling prices to reflect the results of its vegetable purchasing negotiations, which vary between sourcing regions. Under IFRS 9, interest rate fluctuations may have an impact on the group’s consolidated net income and equity. Details of the However, the resilience of the Bonduelle Group’s recurring portfolio as well as an analysis of interest rate sensitivity appear operating profitability demonstrates its overall ability to pass on in Notes 7.2 and 7.5. the increase in raw material costs in its selling prices. Credit risk To protect itself against the volatility of energy raw materials, In light of the high credit quality of the group’s principal including electricity and gas, the Bonduelle Group has deployed counterparties and the wide dispersion of its customers a management framework that enables it to monitor these throughout the world, especially in the mass-market retailing exposures over several years, and to instruct subsidiaries to sector, the group considers that it does not have significant set up physical hedges (purchase of quantities at fixed prices) exposure to counterparty risk. Nevertheless, most of this risk is directly with gas and electricity suppliers. covered by a first-class insurer. 7.1.3 Equity management and dividends Given the high liquidity of the group’s trade and related The Bonduelle Group always ensures that its financial structure receivables, the fair value of these assets is considered to be remains optimal by respecting the balance between its net equal to their net carrying amount. financial liability and its Shareholders’ equity, and by maintaining Counterparty credit risk a consistent dividend policy. This is intended to keep the cost In its dealings in financial assets in general and any cash balances, of capital to a minimum, to maximize share price, dividend the group works only with highly-rated bank counterparties. Any distribution for Shareholders and to maintain sufficient financial cash surpluses are generally managed in short-term interest- flexibility to take advantage of any opportunities that may arise. bearing deposits. Shareholders’ equity at June 30, 2024 stood at 640.1 million Raw materials risk euros. On this basis, General Management will propose a dividend of 0.20 euro per share to the Shareholders’ Meeting The Bonduelle Group has always favored the best agricultural of December 5, 2024. On the basis of the shares holding lands and the geographical diversification of its sourcing regions dividend rights on July 1, 2024, i.e. 32,630,114 shares, the dividend when deciding where to locate its production facilities, in order distribution proposed for approval at the Shareholders’ Meeting to reduce the climate-related risks inherent to all growing 5 will amount to 6.5 million euros. activities. The dividend per share proposed at the Shareholders’ Meeting There is, moreover, no organized market for the agricultural of December 7, 2023 for the fiscal year ended June 30, 2023 raw materials purchased by the Bonduelle Group. Changes amounted to 0.25 euro per share. in the prices of agricultural raw materials quoted on a market do, however, have a more or less significant impact on the group’s purchase prices, depending on the agricultural UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 209 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 7.2 Net financial income The group’s net financial income at June 30, 2024 amounted to -35.1 million euros, compared with -31.3 million euros the previous year. (in thousands of euros) at 2023/06/30 at 2024/06/30 Cost of net debt A (23,743) (31,103) Cash and cash equivalents 70 944 Interest expense (at effective interest rate) (23,804) (32,046) Gains and losses on liabilities covered by fair value hedges 4,151 (4,278) Gains and losses on fair value hedging derivatives (4,160) 4,278 Other financial income and expenses B (7,539) (3,965) Foreign exchange gain (loss) (5,087) 366 Net gain (loss) on derivatives ineligible for hedge accounting (foreign currency & interest rate risk) 491 (21) Other financial income and expenses (2,944) (4,310) NET FINANCIAL INCOME A + B (31,282) (35,068) The cost of net debt, the main component of net financial and cash in foreign currencies. Further to the adoption of income, was up from -23.7 million euros at June 30, 2023 to IFRS 9, the impact of ineffectiveness (time value of options) is -31.1 million euros at June 30, 2024. recognized in equity and reclassified to profit or loss when the It mainly consists of interest paid at the effective interest rate on underlying flow matures, in line with the principles adopted the group’s various debts by currency for 32 million euros. The by the group; increase is due to the increase in interest rates and also to the — -4.3 million euros loss in other financial income and expenses, increase in our average outstandings over the fiscal year due to mainly due to interest charges on IFRS 16 lease liabilities for inflation. an amount of -2.9 million euros. Further to the adoption of IFRS 9, the impact of residual As required by IFRS 7, the group performed sensitivity analyses ineffectiveness on the gains and losses on the debt hedged to measure its exposure to material changes in interest and at fair value, and hedging derivatives recognized at fair value, foreign exchange rates. is recognized in equity and will be recognized in profit or loss The scope of the interest rate sensitivity analyses included all when the underlying debt matures, in line with the option financial instruments, both debt and derivatives. The analyses offered by IFRS 9 and adopted by the group. were made assuming a uniform shift of +/-100 basis points in all The interest rate, calculated on the group’s average debt, all yield curve maturities at the reporting date. The market values currencies combined, and restated for IFRS impacts, stood at of the instruments were obtained from the valuation platforms 4.39%, compared with 4.01% the previous year (at constant used by the group’s Finance and Treasury Department, and scope). market data are populated using real-time information systems Other financial income and expenses (-4 million euros) break (Reuters, etc.). down as follows: — a 0.3 million euros foreign exchange loss corresponding to gains/losses on cash flows relating to commercial activities 210 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements Analysis of sensitivity to interest rates Change in interest rates +100 bp -100 bp (in thousands of euros) Impact on equity Impact on results Impact on equity Impact on results Interest on debt (5,839) 4,614 Mark-to-market valuation of debt 1,704 (1,752) Debts 0 (4,135) 0 2,862 Financial income from interest rate derivatives 0 2,225 (1,816) Mark-to-market valuation of interest rate derivatives 3,084 (1,704) (2,788) 1,752 Interest rate derivatives 3,084 521 (2,788) (63) TOTAL 3,084 (3,614) (2,788) 2,799 With regard to exposure to exchange rate fluctuations on the in foreign currencies, the flows hedged and the associated currencies used by the group in its commercial activities and hedging instruments generally mature in less than one year. debt (USD, HUF, CZK, PLN, etc.), the valuation methods used are In the case of longer-term assets or liabilities, hedges can extend identical to those used for interest rate sensitivity calculations beyond one year, though they must not exceed the current limit (information systems and valuation platform, etc.). The scope of five years. used includes debts and receivables recorded in the balance sheet, the share of future commercial flows to be realized over For the methods used to prepare the currency fluctuation the period covered, after hedging transactions. sensitivity calculations, a variation of +/-5% in exposure to the main currencies has been applied. In accordance with IFRS 7 §23, it is specified that, since this consists primarily of hedges of trading flows denominated Exchange rate changes of +5% change in the euro against currency -5% change in the euro against currency 5 (in thousands of euros) Impact on equity Impact on results Impact on equity Impact on results HUF/EUR 192 256 (212) (333) USD/EUR 0 (68) 0 76 PLN/EUR 52 (56) (54) 46 CZK/EUR (41) (45) (97) 29 TOTAL 203 87 (363) (182) UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 211 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 7.3 Presentation of financial assets and liabilities by category At 2023/06/30 Financial assets within the scope of application of IFRS 9 assets on financial instruments excluded from the scope of Value Fair value application on the Fair value through of IFRS 9 on balance Amortized through profit or financial (in thousands of euros) sheet Fair value cost equity loss instruments Non-current assets Other non-current financial assets 5,360 5,360 1,970 3,108 282 Equity investments 387 387 387 Derivative assets 3,003 3,003 2,721 282 Other non-current financial assets 1,970 1,970 1,970 Other non-current assets 5,669 5,669 2,906 2,763 Other non-current receivables 2,906 2,906 2,906 Prepaid expenses 2,763 2,763 - 2,763 Current assets Trade & other receivables 305,044 305,044 305,044 Other current assets 7,293 7,293 83 7,210 Non-consolidated loans and receivables 61 61 61 Prepaid expenses 7,210 7,210 7,210 Other assets 22 22 22 Derivative assets 3,382 3,382 2,474 909 Marketable securities and other investments 19 19 19 Cash and cash equivalents 8,988 8,988 8,988 Financial liabilities within the scope Financial of application of IFRS 9 liabilities on financial instruments excluded from the scope of Value Fair value application on the Fair value through of IFRS 9 on balance Amortized through profit or financial (in thousands of euros) sheet Fair value cost equity loss instruments Non-current liabilities Financial liabilities 296,947 297,053 296,735 10 307 Financial liability excluding derivatives 289,817 289,923 296,735 (6,812) Derivative liabilities 7,129 7,129 10 7,119 Other non-current liabilities 24,496 24,496 18,662 0 0 5,833 Prepaid income and other accrual accounts 5,833 5,833 5,833 Miscellaneous debts 18,662 18,662 18,662 Current liabilities Trade and other payables 687,143 687,143 687,143 0 0 Current financial liabilities 75,183 75,183 74,245 162 775 Financial liability excluding derivatives 72,542 72,542 74,245 (1,703) Current derivative liabilities 2,640 2,640 162 2,478 Other current liabilities 493 493 493 Prepaid income and other accrual accounts 493 493 493 212 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements At 2024/06/30 Financial assets within the scope of application of IFRS 9 assets on financial instruments excluded from the scope of Value Fair value application on the Fair value through of IFRS 9 on balance Amortized through profit or financial (in thousands of euros) sheet Fair value cost equity loss instruments Non-current assets Other non-current financial assets 3,349 3,349 2,026 1,322 0 Equity investments 387 387 387 Derivative assets 935 935 0 935 Other non-current financial assets 2,026 2,026 2,026 Other non-current assets 4,668 4,668 3,006 0 0 1,662 Other non-current receivables 3,006 3,006 3,006 Prepaid expenses 1,662 1,662 1,662 Current assets Trade & other receivables 305,499 305,499 305,499 0 0 Other current assets 6,315 6,315 27 0 0 6,288 Non-consolidated loans and receivables (3) (3) (3) Prepaid expenses 6,288 6,288 0 6,288 Other assets 30 30 30 Derivative assets 630 630 0 273 357 Marketable securities and other investments 21 21 21 0 0 Cash and cash equivalents 16,191 16,191 16,191 0 0 Financial liabilities within the scope Financial of application of IFRS 9 liabilities 5 on financial instruments excluded from the scope of Value Fair value application on the Fair value through of IFRS 9 on balance Amortized through profit or financial (in thousands of euros) sheet Fair value cost equity loss instruments Non-current liabilities Financial liabilities 340,898 340,981 340,009 797 175 Financial liability excluding derivatives 336,630 336,713 340,009 (3,296) Derivative liabilities 4,268 4,268 797 3,471 Other non-current liabilities 35,832 35,832 30,783 5,049 Prepaid income and other accrual accounts 5,049 5,049 5,049 Miscellaneous debts 30,783 30,783 30,783 Current liabilities Trade and other payables 631,567 631,567 631,567 Current financial liabilities 162,506 162,487 161,848 140 499 Financial liability excluding derivatives 160,768 160,749 161,848 (1,099) Current derivative liabilities 1,738 1,738 140 1,598 Other current liabilities 894 894 894 Prepaid income and other accrual accounts 894 894 894 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 213 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements Offsetting financial assets and liabilities (IFRS 7 amendment): The group subscribes for over-the-counter derivatives with financial assets and liabilities. On this basis, the effects of the leading banks under agreements which offset payables and netting agreements are as follows: receivables in the event of default of one of the contracting — net amount of derivative assets under IFRS 7.13: +0.7 million parties. These conditional netting agreements do not meet euros; IAS 32 criteria for offsetting derivative assets and liabilities in the balance sheet. They do, however, fall within the scope of — net amount of derivative liabilities under IFRS 7.13: -5.1 million disclosures to be made under IFRS 7.13 on the offsetting of euros. These transactions are equally distributed among five highly- rated bank counterparties. 214 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 7.4 Other non-current financial assets Analysis of changes in gross amounts and impairment: Disposals or (in thousands of euros) at 2022/06/30 Acquisitions reversals Others(3) at 2023/06/30 Gross amount(1) Equity investments(2) 18,012 331 0 0 18,343 Derivative assets 1,310 0 0 1,693 3,003 Other non-current financial assets 2,126 1,958 (20) (1,888) 2,176 21,448 2,289 (20) (195) 23,522 Impairment Equity investments(2) 17,955 0 0 0 17,955 Other non-current financial assets 206 0 0 0 206 18,161 0 0 0 18,161 Net carrying amount Equity investments(2) 57 331 0 0 388 Derivative assets 1,310 0 0 1,693 3,003 Other non-current financial assets 1,920 1,958 (20) (1,888) 1,970 3,287 2,289 (20) (195) 5,360 Disposals or (in thousands of euros) at 2022/06/30 Acquisitions reversals Others(3) at 2024/06/30 Gross amount(1) Equity investments(2) 18,343 0 (1,221) 0 17,122 Derivative assets 3,003 0 0 (2,068) 935 5 Other non-current financial assets 2,176 213 (162) 4 2,232 23,522 213 (1,383) (2,064) 20,289 Impairment Equity investments(2) 17,955 0 (1,221) 0 16,734 Other non-current financial assets 206 0 0 0 206 18,161 0 (1,221) 0 16,940 Net carrying amount Equity investments(2) 388 0 0 0 388 Derivative assets 3,003 0 0 (2,068) 935 Other non-current financial assets 1,970 213 (162) 4 2,026 5,360 213 (162) (2,064) 3,349 (1) The valuation principles are specified in Note 4. (2) This heading corresponds to the carrying amount of the main shares in non-consolidated companies held by the group. It mainly includes the Bonduelle Group’s stake in Cooperative France Champignon (France), whose liquidation has been ongoing since February 18, 2021. In accordance with IFRS 10 and 11, this company is not consolidated since the group does not have a controlling interest. In accordance with the situation, the securities are fully impaired through equity. (3) Reclassifications and fair value of derivative assets. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 215 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 7.5 Derivative instruments 7.5.2 Foreign currency derivatives The group uses over-the-counter derivatives to manage Fair value hedges exposure to foreign exchange and interest rate risks. Group As in previous years, the group introduced foreign currency policy excludes being engaged in speculative transactions on and interest rate hedges on intra-group financing covering the the financial markets. needs of some of its subsidiaries located outside of the eurozone (Brazil, Hungary, Poland and the US). This intra-group financing 7.5.1 Interest rate derivatives has been the subject of full and systematic hedging of the foreign exchange risk, so that changes in the underlying value Fair value hedges (loan/intra-group borrowings in currencies) are fully offset by One of the fixed-rate bonds issued by the group were swapped changes in inverse values of the hedging item. Typically, these to a variable interest rate at issuance. These swaps meet the hedges were made through forward purchase or sale contracts. criteria required for fair value hedge accounting under IAS 39, amended by IFRS 9. The portion of the underlying debt and the Cash flow hedges swaps were recognized in the balance sheet at their market Most of the group’s sales are in euros. However, in certain value. countries, the group may issue invoices denominated in foreign currencies, mostly the US dollar, Hungarian forint, Czech koruna Cash flow hedges and Polish zloty. The group publishes its financial statements With regard to the EUR tranche of the USPP issued in July 2017, in euros, and changes in the value of these currencies against caps and tunnels were put in place to protect against any the euro may impact consolidated net income. To limit the interest rate rises. These hedges meet the criteria required for sensitivity of its earnings to changes in exchange rates, the group accounting in equity under IFRS 9. introduces cash flow hedges using foreign currency forwards Hedges not eligible for hedge accounting under IFRS and options. The group’s debt also includes outstanding debts swapped to a Hedges not eligible for hedge accounting under IFRS variable interest rate. The group is therefore exposed to increases Some derivatives introduced by the group to hedge future in euro interest rates. To hedge this risk, the group has set in cash flows do not qualify for hedge accounting under IFRS 9. place tunnel-type options, or caps, that protect it against any These consist mainly of out-of-the-money options. Under these significant rise in interest rates. These instruments now meet the circumstances, changes in value are recognized directly in profit criteria required for accounting in Shareholders’ equity under or loss. IFRS 9. At June 30, 2024, the group did not have any interest rate hedges that were not eligible for hedge accounting. 216 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements Derivatives at 2023/06/30 Carrying amount (in thousands of euros) Notional assets Liabilities Interest rate derivatives (A) Cash flow hedges(1) 170,000 3,872 0 Fair value hedges 150,000 279 8,904 Hedges not eligible for hedge accounting under IFRS 0 0 0 o.w. forward contracts: Swaps 0 0 0 o.w. options: Caps 0 0 0 o.w. options: Floors 0 0 0 Current portion 1,175 1,779 Non-current portion 2,976 7,125 Foreign currency derivatives (B) Cash flow hedges 30,243 1,373 172 o.w. forward contracts 26,301 1,172 134 o.w. options 3,942 201 38 Fair value hedges 29,358 555 523 Hedges not eligible for hedge accounting under IFRS 19,934 306 170 o.w. forward contracts 9,837 152 16 o.w. options 10,097 154 154 Current portion 2,207 861 Non-current portion 27 4 TOTAL DERIVATIVES (A + B) Current portion 3,382 2,640 5 Non-current portion 3,003 7,129 (1) Including asset caps. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 217 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements Derivatives at 2024/06/30 Carrying amount (in thousands of euros) Notional Assets Liabilities Interest rate derivatives (A) Cash flow hedges(1) 285,000 935 797 Fair value hedges 120,000 0 4,627 Hedges not eligible for hedge accounting under IFRS 0 0 0 o.w. forward contracts: Swaps 0 0 0 o.w. options: Caps 0 0 0 o.w. options: Floors 0 0 0 Current portion 1,157 Non-current portion 935 4,268 Foreign currency derivatives (B) Cash flow hedges 18,250 322 141 o.w. forward contracts 14,709 271 100 o.w. options 3,541 51 40 Fair value hedges 42,459 82 217 Hedges not eligible for hedge accounting under IFRS 49,085 226 225 o.w. forward contracts 44,193 226 147 o.w. options 4,891 0 79 Current portion 630 582 Non-current portion 0 0 TOTAL DERIVATIVES (A + B) Current portion 630 1,739 Non-current portion 935 4,268 (1) Including asset caps. Group’s net currency position (excluding exposure on subsidiaries’ net equity) (Net foreign exchange position hedged by derivatives) 06/30/2023 (in thousands of euros) USD/EUR HUF/EUR CZK/EUR PLN/EUR AUTRES Net position before hedging 761 25,317 (5,027) (2,861) (1,899) Net position after hedging (1,602) (3,250) (1,446) (1,528) (288) 06/30/2024 (in thousands of euros) USD/EUR HUF/EUR CZK/EUR PLN/EUR AUTRES Net position before hedging (717) 17,026 (4,130) (4,410) (1,162) Net position after hedging (717) (1,195) (868) (697) (146) 218 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 7.6 Net debt 7.6.1 Analysis of net debt by type At 2023/06/30 (in thousands of euros) Nominal < 6 months < 1 year 1 to 5 years > 5 years total Bonds (USPP) 336,015 37,479 0 261,678 27,967 327,124 Lease liabilities 79,387 8,456 8,456 45,481 16,994 79,387 Other bank borrowings 99 39 39 21 0 99 Other borrowings and financial liabilities 184 17 17 151 0 184 Accrued interest 2,623 2,623 0 0 0 2,623 Current bank lines 32,330 32,330 0 0 0 32,330 Total gross debt before derivatives 450,638 80,944 8,512 307,331 44,961 441,747 Derivatives – Liabilities 2,447 194 7,129 0 9,770 o.w derivatives hedging a debt in a fair value hedge 1,781 0 7,125 0 8,906 o.w. other derivatives 666 194 4 0 864 Total gross debt after fair value of derivatives 83,391 8,705 314,460 44,961 451,517 Derivatives – assets 1,524 1,858 3,003 0 6,384 o.w derivatives hedging a debt in a fair value hedge 0 0 279 0 279 o.w. other derivatives 1,524 1,858 2,724 0 6,105 Securities 19 19 0 0 0 19 Cash 8,988 8,988 0 0 0 8,988 TOTAL NET DEBT 72,860 6,847 311,458 44,961 436,124 5 TOTAL NET DEBT – EXCLUDING IFRS 16 64,404 (1,609) 265,977 27,967 356,737 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 219 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements At 2024/06/30 (in thousands of euros) Nominal < 6 months < 1 year 1 to 5 years > 5 years total Bonds (USPP) 297,366 38,227 27,976 226,520 0 292,722 Lease liabilities 76,231 8,931 8,931 43,899 14,469 76,231 Other bank borrowings 160,096 50,096 0 110,000 0 160,096 Other borrowings and financial liabilities 147 18 18 111 0 147 Accrued interest 2,013 2,013 2,013 Current bank lines 42,420 42,420 42,420 Total gross debt before derivatives 578,273 141,705 36,925 380,530 14,469 573,629 Derivatives – Liabilities 458 1,280 4,268 0 6,006 o.w derivatives hedging a debt in a fair value hedge 217 1,156 3,471 0 4,843 o.w. other derivatives 241 124 797 0 1,163 Total gross debt after fair value of derivatives 142,163 38,206 384,798 14,469 579,635 Derivatives – assets 538 92 935 0 1,566 o.w derivatives hedging a debt in a fair value hedge 82 0 0 0 82 o.w. other derivatives 456 92 935 0 1,483 Securities 21 21 21 Cash 16,191 16,191 16,191 TOTAL NET DEBT 125,413 38,113 383,862 14,469 561,857 TOTAL NET DEBT – EXCLUDING IFRS 16 116,482 29,181 339,963 0 485,626 7.6.2 Analysis of net debt by currency (in thousands of euros)/(-) = cash balance at 2023/06/30 at 2024/06/30 EUR 298,115 453,734 USD 57,759 38,669 HUF (1,138) 572 RUB 187 (10,014) BRL (2,854) (2,741) PLN 2,906 4,980 KZT 1,983 1,176 OTHER (221) (750) TOTAL NET DEBT – EXCLUDING IFRS 16 356,737 485,626 220 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 7.6.3 Net debt (including derivatives) and gearing Changes in fair Changes in value of fair value of Translation 2023/06/30 Increase (Decrease) debt derivatives adjustments Other(1) 2024/06/30 Financial liabilities 372,129 160,000 (28,475) 4,248 (3,772) (118) (608) 503,404 Lease liabilities 79,387 21,152 (25,820) 696 815 76,231 Investments and derivative assets 15,392 5,814 (4,820) 1,392 0 17,778 Net debt (A) 436,124 181,152 (60,108) 4,248 1,048 (814) 207 561,857 Net debt-excluding IFRS 16 (C) 356,737 160,000 (34,289) 4,248 1,048 (1,510) (608) 485,626 Total Shareholders’ equity (B) 774,456 640,148 Total Shareholders’equity – Excluding IFRS 16 (D) 789,090 648,264 CAPITAL EMPLOYED (A + B) 1,210,580 1,202,005 Gearing (A/B) 56.3% 87.8% Gearing – Excluding IFRS 16 (C/D) 45.2% 74.9% REBITDA (E) 148,335 157,478 REBITDA – EXCLUDING IFRS 16 (F) 125,399 136,504 Leverage ratio (A/E) 2.94 3.57 Leverage ratio- Excluding IFRS 16 (C/F) 2.84 3.56 (1) The “other” item corresponds to the change in scope and the change in accrued interest and changes in contracts with no cash impact for lease liabilities. 5 7.6.4 Analysis of bond issue maturities < 1 year 1 to 5 years > 5 years tOtaL Maturity Notional Currencies Nominal Interest* Nominal Interest* Nominal Interest* Nominal Interest* Public issues Private issues 2027 150,000 EUR 30,000 1,594 90,000 1,607 120,000 3,202 2027 50,000 USD 9,341 1,067 28,024 1,046 37,366 2,113 2029 140,000 EUR 28,000 2,519 112,000 4,871 140,000 7,390 * Amounts expressed in euros and before any interest rate hedges. At June 30, 2024 Issuances are subject to financial covenants, principally an early redemption clause should Bonduelle default on its financial liability (cross default), and in the event of failure to comply with the following ratios: — long-term debt/long-term equity ratio less than or equal to 0.60; — consolidated current assets/consolidated current liabilities ratio greater than or equal to 1.10. At June 30, 2024, the group complied with these financial covenants. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 221 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 7.6.5 Liquidity The maturity of the 400 million euros syndicated credit facility The group also benefited from several confirmed bank lines (RCF), indexed to Corporate Social Responsibility (CSR) criteria, with maturities of up to three years, bringing the total amount has been extended to February 2029 (activation of the first of confirmed bank lines (including RCF) to 500 million euros (as extension option). 50 million of this RCF had been drawn down at June 30, 2024), used for 60 million at June 30, 2024. by June 30, 2024. The sums drawn from bank loans (including RCF) confirmed In addition, the Negotiable European Commercial Paper (Neu beyond a year are reported in the consolidated balance sheet CP) program continued to be a great success with investors under non-current financial liabilities. during the year. The maximum ceiling of this program, secured by the RCF credit line, is 400 million euros. NOTE 8 INCOME TAX 8.1 Income tax 8.1.1 Effective tax rate at 2023/06/30 at 2024/06/30 Average tax rate 80.7% (17.7)% 8.1.2 Reconciliation of income tax expense and income before tax (in thousands of euros) at 2023/06/30 % at 2024/06/30 % Net income from continuing operations 8,788 (119,772) Net income from associates (4,384) (3,584) Income tax expense 18,460 18,543 INCOME BEFORE TAX AND NET INCOME FROM ASSOCIATES 22,864 (104,813) Theoretical tax expense(1) 5,906 25.83% (27,073) 25.83% Reconciliation Permanent differences(2) (902) (3.9)% 27,927 (26.6)% Rate differential (outside France)(3) (1,841) (8.1)% 5,659 (5.4)% Impact of tax loss carryforwards and other(4) 15,297 66.9% 12,031 (11.5)% ACTUAL INCOME TAX EXPENSE 18,460 80.7% 18,543 (17.7)% (1) In France, the extraordinary tax contribution to which the group is subject is 3.3% for fiscal year 2023-2024. The theoretical tax rate, including this extraordinary contribution is therefore 25.83% in 2023-2024. (2) At June 2024, it corresponds mainly to the non-deductibility of goodwill impairment. (3) The main contributors to the tax rate differential are the United States, Hungary and Russia. (4) Given the outlook for profitability, tax loss carryforwards, including losses for 2023-2024, have not been activated. At June 30, 2024, tax paid amounted to 24,737 thousand euros. 222 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 8.1.3 Deferred taxes (in thousands of euros) at 2023/06/30 at 2024/06/30 Provisions and non-currents assets 19,558 20,543 Margin in inventory 498 496 Tax loss carryforwards(1) 798 2,843 Tax depreciation and regulated provisions (12,026) (12,196) Others(2) 148 1,577 NET DEFERRED TAX ASSETS (LIABILITIES) 8,975 13,263 (1) Due to the profitability outlook of the companies concerned. (2) Change in taxes due to restatements of financial instruments. Deferred tax assets relating to tax loss carryforwards are recognized on the basis of business plans prepared over a reasonable timeframe and to the extent that the actual existence of such tax losses is not in any way uncertain. Change in net deferred tax assets (liabilities) (in thousands of euros) at 2023/06/30 at 2024/06/30 OPENING BALANCE 11,984 8,975 Taxes recognized in the income statement 1,162 2,624 Taxes recognized directly through equity (845) 1,495 Other changes(1) (3,326) 169 CLOSING BALANCE 8,975 13,263 (1)Translation adjustments and item-to-item transfers. NOTE 9 EARNINGS PER SHARE 5 A dividend of 0.20 euro per share will be proposed at the Shareholders’ Meeting to be held on December 5, 2024. At June 30, 2024, Bonduelle SCA’s share capital comprised 32,630,114 shares with a par value of 1.75 euros per share (see 5.4 – Consolidated statement of changes in equity). (in thousands of euros) at 2023/06/30 at 2024/06/30 Net income attributable to owners of the Company 14,496 (119,744) Number of shares used to calculate: 1 Net income 32,020,545 32,044,698 1 Diluted net income 32,700,411 32,886,147 Earnings per share (in euros) 1 Basic 0.45 (3.74) 1 Diluted(1) 0.44 (3.64) (1) Dilution is mainly due to the probability of exercise of stock option and free share allocation plans. The risk of dilution mentioned above is considered as limited, given the allocation of treasury shares to the objective of coverage for securities giving rights to allocations of shares. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 223 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements NOTE 10 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT 10.1 Goodwill Changes in goodwill were as follows: (in thousands of euros) at 2022/06/30 Acquisitions Deconsolidations Other(1) at 2023/06/30 GROSS AMOUNT 463,719 897 0 (19,550) 445,066 Impairment (63,531) 0 0 2,801 (60,730) NET CARRYING AMOUNT 400,188 897 0 (16,749) 384,336 (1) Translation adjustments. (in thousands of euros) at 2023/06/30 Acquisitions Deconsolidations Other(1) at 2024/06/30 GROSS AMOUNT 445,066 0 4,233 449,299 Impairment (60,730) (130,784) (909) (192,423) NET CARRYING AMOUNT 384,336 (130,784) 0 3,323 256,876 (1) Translation adjustments. (2) Impairment of CGU fresh ready-to-use in North America: 130.8 million euros At June 30, 2024, the net carrying amount per CGU was as follows: Goodwill per CGU at 2023/06/30 Acquisitions Deconsolidations Other(1) at 2024/06/30 Europe/canned and frozen 74,227 0 0 (228) 73,999 Europe/fresh ready-to-use 73,160 0 0 0 73,160 Eastern Europe/canned and frozen 10,757 0 0 167 10,924 North and South America/fresh ready-to-use 226,192 (130,784) 0 3,385 98,793 TOTAL 384,336 (130,784) 0 3,324 256,876 (1) Translation adjustments. Implementation of impairment tests Monitoring the fresh ready-to-use food business Cash Generating Units (CGUs) presenting indications of in North America impairment or comprising a goodwill underwent impairment Despite a turnaround starting in 2023-2024 in the fresh testing in 2024. produce business in North America, discounted future cash Depending on the CGU in question and the relevance of the flow generation proved to be lower than the value of the assets assumptions and the availability of comparable benchmarks on concerned, the group impaired the goodwill of the business the market, the recoverable amount of the assets used by the by 130.8 million euros. This impairment is recorded under non- group is either a value in use or a market value. recurring items. The main assumptions used to determine the value in use for each CGU are described in Note 3.4.4. For the impairment tests at June 30, 2024, the group has projected in its business plans the effects on its various activities of the following items, according to its best estimate based on the information available at that date concerning external items and the initiatives and projects that will be implemented by the group as envisaged at that same date. Inflation was taken into account according to the assumptions known to date. 224 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements The following are the sensitivities to changes in the three variables: the discount rate, the margin level, and long-term growth: Sensitivity tests (in millions of euros) Impact on recoverable amount Margin rate - 0.5 point decrease (34.0) WACC rate - 1 point increase (36.6) Long-term growth - 1 point decrease (32.8) Testing the value of the assets of the canned and Other CGUs frozen Food CGU in Eastern Europe CGUs deemed to be sensitive to one of these three variables are The group performed an impairment test on the assets of the those for which an increase of more than 1 point in the discount canned and frozen Food CGU in Eastern Europe, including rate, or a drop of more than 0.5 point in the long-term growth Russia, on the basis of cash flow projection with a cautious rate, or a drop of more than 1 point in the operating margin, approach on growth parameters, and taking into account would result in impairment. limiting parameters such as: investments and the temporary Any change of these proportions in the discount rate, the long- closure of the Belgorod site. term growth rate or the operating margin would not result in No impairment was recognized during the fiscal year. depreciation of the CGU. 10.2 Other intangible assets Analysis of changes in gross amounts and impairment: at Disposal, sale at (in thousands of euros) 2022/06/30 Acquisitions or reversal Deconsolidations Other(1) 2023/06/30 Gross amounts Trademarks, patents and licenses 23,704 0 (49) 0 1 23,657 Software 87,042 1,184 (7) 0 5,991 94,209 Other 7,446 547 0 0 1,315 9,309 5 Assets under construction 13,010 3,802 0 0 (11,007) 5,804 131,202 5,533 (56) 0 (3,700) 132,979 Depreciation, amortization and impairment Trademarks, patents and licenses 1,796 2 (51) 0 1 1,748 Software 73,619 5,976 (7) 0 (160) 79,428 Other 66 0 0 0 2 68 75,481 5,978 (58) 0 (156) 81,245 Net carrying amount Trademarks, patents and licenses 21,908 21,908 Software 13,423 14,781 Other 7,380 9,241 Assets under construction 13,010 5,804 Assets under construction 55,721 51,733 (1) Translation adjustments, item-to-item transfers, and correction of the recognition of costs capitalized as part of the transformation program involving changes in IT tools for -6.2 million euros (i.e. -4.6 million euros net of tax). UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 225 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements at Disposal, sale at (in thousands of euros) 2023/06/30 Acquisitions or reversal Deconsolidations Other(1) 2024/06/30 Gross amounts Trademarks, patents and licenses 23,657 0 0 0 (1) 23,656 Software 94,209 677 (725) 0 4,356 98,517 Other 9,309 37 0 0 140 9,486 Assets under construction(2) 5,804 4,352 0 0 (3,391) 6,765 132,979 5,066 (725) 0 1,104 138,424 Depreciation, amortization and impairment Trademarks, patents and licenses 1,748 0 0 0 0 1,748 Software 79,428 5,861 (264) 0 68 85,092 Other 68 0 0 0 1 69 81,245 5,861 (264) 0 69 86,910 Net carrying amount Trademarks, patents and licenses 21,908 21,908 Software 14,781 13,425 Other 9,241 9,417 Assets under construction 5,804 6,765 Assets under construction 51,733 51,499 (1) Translation adjustments, item-to-item transfers Intangible assets with an indefinite useful life are the brands owned by the group and break down as follows: at at Brands per CGU Brand 2023/06/30 Acquisitions Deconsolidations Other 2024/06/30 Europe/canned and frozen Cassegrain 20,215 0 0 0 20,215 Eastern Europe/canned and frozen Globus 1,500 0 0 0 1,500 TOTAL 21,715 0 0 0 21,715 226 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 10.3 Property, plant and equipment Analysis of changes in gross amounts and impairment: at Disposal, sale at (in thousands of euros) 2022/06/30 Acquisition or reversal Deconsolidations Other(1) 2023/06/30 Gross amounts Land 49,447 37 (54) 0 (1,406) 48,025 Buildings 427,677 1,177 (143) 0 (6,899) 421,812 Industrial plant, tools and equipment 885,353 11,064 (6,924) 0 17,143 906,637 Other 67,983 5,690 (1,191) 0 (3,135) 69,346 Assets under construction 54,498 58,075 (152) 0 (52,040) 60,381 1,484,957 76,043 (8,463) 0 (46,336) 1,506,201 Depreciation Land 14,936 1,063 0 0 135 16,134 Buildings 333,387 11,995 (142) 0 (9,474) 335,766 Industrial plant, tools and equipment 681,883 39,313 (5,422) 0 (16,287) 699,487 Other 49,531 6,309 (864) 0 (724) 54,252 Assets under construction 0 0 0 0 0 0 1,079,736 58,680 (6,428) 0 (26,350) 1,105,638 Impairment Land 163 0 0 0 0 163 Buildings 7,501 273 0 0 (338) 7,436 Industrial plant, tools and equipment 24,187 450 0 0 (1,076) 23,562 5 Other 96 (7) 0 0 (4) 85 Assets under construction 1,192 0 (1,030) 0 0 162 33,139 716 (1,030) 0 (1,417) 31,409 Net carrying amount Land 34,349 31,728 Buildings 86,788 78,610 Industrial plant, tools and equipment 179,283 183,588 Other 18,356 15,010 Assets under construction 53,306 60,218 372,082 369,154 (1) Translation adjustments and item-to-item transfers. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 227 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements at Disposal, sale at (in thousands of euros) 2023/06/30 Acquisition(1) or reversal(2) Deconsolidations Other(3) 2024/06/30 Gross amounts Land 48,025 769 (253) 0 80 48,621 Buildings 421,812 10,622 (12,505) 0 5,747 425,676 Industrial plant, tools and equipment 906,637 18,415 (35,856) 0 40,567 929,763 Other 69,346 6,723 (4,448) 0 327 71,948 Assets under construction 60,381 40,679 0 0 (48,804) 52,256 1,506,201 77,207 (53,062) 0 (2,082) 1,528,263 Depreciation Land 16,134 1,113 (91) 0 (3) 17,153 Buildings 335,766 12,396 (11,077) 0 (882) 336,203 Industrial plant, tools and equipment 699,487 40,663 (33,317) 0 684 707,517 Other 54,252 6,107 (4,297) 0 (205) 55,857 Assets under construction 0 0 0 0 0 0 1,105,638 60,279 (48,782) 0 (406) 1,116,730 Impairment Land 163 1,887 (163) 0 0 1,887 Buildings 7,436 678 (1,911) 0 6,511 12,714 Industrial plant, tools and equipment 23,562 2,236 (5,547) 0 (6,221) 14,030 Other 85 251 (9) 0 76 403 Assets under construction 162 38 0 0 0 200 31,409 5,090 (7,630) 0 366 29,235 Net carrying amount Land 31,728 29,581 Buildings 78,610 76,759 Industrial plant, tools and equipment 183,588 208,216 Other 15,010 15,688 Assets under construction 60,218 52,056 369,154 382,298 (1) Including 5.0 million for impairment of fixed assets at the Saint-Mihiel site (see Note 5.4 non-recurring items). (2) Including 3.9 million reversal of impairment losses (see Note 5.4 Non-recurring items). (3) Translation adjustments and item-to-item transfers. 228 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements 10.4 Rights of use at Disposal, sale at (in thousands of euros) 2022/06/30 Acquisition or reversal Deconsolidations Other(1) 2023/06/30 Gross amounts Land 38,803 4,848 0 0 (18,981) 24,669 Buildings 74,014 10,387 (457) 0 (4,444) 79,500 Industrial plant, tools and equipment 14,726 5,022 (378) 0 (3,230) 16,141 Other 15,023 2,413 (992) 0 (2,794) 13,651 142,565 22,670 (1,826) 0 (29,448) 133,961 Depreciation Land 7,383 1,989 0 0 (3,311) 6,060 Buildings 27,928 8,337 (453) 0 (2,033) 33,780 Industrial plant, tools and equipment 7,976 2,902 (369) 0 (3,075) 7,434 Other 6,817 3,730 (951) 0 (2,345) 7,251 50,105 16,958 (1,773) 0 (10,764) 54,526 Impairment(2) Land 0 0 0 0 0 0 Buildings 11,962 1,685 0 0 (592) 13,055 Industrial plant, tools and equipment 1,054 0 0 0 (76) 978 Other 0 0 0 0 0 0 13,016 1,685 0 0 (668) 14,033 Net carrying amount 5 Land 31,420 18,609 Buildings 34,123 32,665 Industrial plant, tools and equipment 5,696 7,729 Other 8,206 6,400 79,444 65,402 (1) Translation adjustments and item-to-item transfers. (2) Impairment recognized following the in-depth analysis of the fresh food business in North America: 1.7 million euros. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 229 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements at Disposal, sale at (in thousands of euros) 2023/06/30 Acquisition or reversal Deconsolidations Other(1) 2024/06/30 Gross amounts Land 24,669 978 0 0 (2,002) 23,646 Buildings 79,500 3,528 (705) 0 (4,758) 77,565 Industrial plant, tools and equipment 16,141 10,470 (5,429) 0 (373) 20,809 Other 13,651 4,733 (3,284) 0 406 15,506 133,961 19,710 (9,418) 0 (6,727) 137,526 Depreciation Land 6,060 1,409 0 0 181 7,650 Buildings 33,780 8,783 (568) 0 490 42,485 Industrial plant, tools and equipment 7,434 4,642 (5,159) 0 (751) 6,166 Other 7,251 3,316 (3,116) 0 153 7,604 54,526 18,149 (8,843) 0 73 63,904 Impairment Land 0 0 0 0 0 0 Buildings 13,055 0 (3,212) 0 (5,086) 4,757 Industrial plant, tools and equipment 978 0 (927) 0 4 55 Other 0 0 0 0 0 0 14,033 0 (4,140) 0 (5,082) 4,812 Net carrying amount Land 18,609 15,996 Buildings 32,665 30,323 Industrial plant, tools and equipment 7,729 14,588 Other 6,400 7,902 65,402 68,809 (1) Translation adjustments and item-to-item transfers. The main contracts correspond to leases of plants, head offices — administrative offices: the term of these leases has been and agricultural land, the principal characteristics and valuation estimated taking into account the legal duration of the leases. methods of which are as follows: The group considered that at the end of the lease agreement, — plant leases: US companies have entered into building leases the penalties or ancillary costs were not significant enough to for certain plants. The term of these contracts has been afford a constructive obligation to remain in the premises. The estimated using the contractual period; duration of the leases ranges from 1 year (renewable leases) to 15 years; — agricultural land: in order to grow agricultural products, some of our production entities in Europe and the United States lease land for periods ranging from 5 to 100 years. 230 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements NOTE 11 OTHER PROVISIONS AND CONTINGENT LIABILITIES 11.1 Other provisions at Used Unused (in thousands of euros) 2023/06/30 Charges reversals reversals Deconsolidation Other(2) 2024/06/30 Sales-related risks 1,900 592 (913) (359) 0 0 1,220 Employee-related risks(1) 11,065 3,670 (405) (163) 0 157 14,323 Restructuring and reorganization 715 170 (305) 0 0 0 579 Agro-industria risks 3,794 1,560 0 (3,796) 0 0 1,558 Other risks 2,456 4,926 (221) (234) 0 (913) 6,015 19,929 10,917 (1,845) (4,550) 0 (756) 23,695 Non (in thousands of euros) Current current 2024/06/30 Sales-related risks 387 832 1,220 Employee-related risks(1) 8,322 6,001 14,323 Restructuring and reorganization 0 579 579 Agro-industria risks 1,558 0 1,558 Other risks 1,758 4,257 6,015 12,025 11,670 23,695 (1) The provision mainly concerns a provision for the workers’ compensation scheme. See Note 3.4.14. (2) Translation adjustments and item-to-item transfers. 5 11.2 Risks and disputes The group kept its plant in the Belgorod region idle during the year, and the alternative solutions put in place for 2022-2023 are 11.2.1 Bonduelle’s activity in Russia continuing. The group considers that no impairment is required on these assets at this stage, given that their amount at June 30, Continuation of commercial activity 2024 is not material (5 million euros). Bonduelle’s mission is to ensure the population’s access to Financial risks food, whether in Ukraine, Russia and neighboring countries, while ensuring the safety of its employees and compliance with As of June 30, 2024, Bonduelle’s subsidiaries in Russia had local international sanctions. During the 2023-2024 financial year, the financing lines that could be immediately mobilized to finance Bonduelle Group continued to operate in Russia via its Russian current operations in Russia in compliance with international subsidiaries, while ensuring the safety of its employees and sanctions and did not receive any financial support from the compliance with international sanctions. group during the fiscal year. With regard to foreign exchange exposure, the impacts related to foreign exchange exposures For fiscal year 2023-2024, annual external net sales from are included in net financial income (see Note 7.2). customers based in Russia amounted to 154.0 million euros, i.e. 6.5% of consolidated net sales. Given the predominantly 11.2.2 Other risks and disputes branded long-life business in Russia, this activity is accretive for Bonduelle may be involved in a number of legal, arbitration and the group. litigation proceedings as part of the normal course of business Investment and asset valuation and may also be the subject of certain claims and/or legal At June 30, 2024, net fixed assets related to activities in Russia actions that go beyond the normal course of its business. represented 28.6 million euros, i.e. 4.1% of the group’s fixed The amount of provisions made is based on Bonduelle’s assets. These assets were tested as part of the impairment tests assessment of the level of risk on a case-by-case basis and of the Eastern Europe CGU, with a sensitivity analysis, taking into depends on its assessment of the basis for the claims, the stage account an increased risk related to the macroeconomic and of the proceedings and/or disputes and the arguments in its geopolitical environment; the risk of impairment was limited. defense, it being specified that the occurrence of events during proceedings may lead to a reappraisal of the risk at any moment. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 231 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 11.3 Contingent liabilities (in thousands of euros) at 2023/06/30 at 2024/06/30 Commitments given Guarantees and security deposits given (net of uses) 43,517 42,669 Commitments received Guarantees and security deposits received (net of uses) 8,675 9,830 The commitments correspond to our current activities. Environment None of the group’s activities generates any major environmental As a result of energy savings at its sites since 2008, for example, liabilities. the use of biomass steam in 2015 at the Estrées-Mons (France) The group occasionally incurs refurbishing costs on closed site halved the group’s greenhouse gas emissions subject to industrial sites. the Emission Trading System (ETS). Bonduelle has surplus allowances available in its account and so did not have to make Greenhouse gazes: without a defined IFRS accounting purchases on the carbon allowance market. treatment, greenhouse gas quotas are not recognized in the consolidated financial statements. No significant provisions for guarantees or environmental risks had been recognized as of June 30, 2024. Bonduelle Group’s certified and reported emissions stood at 15,751 tCO2 for 2024. NOTE 12 OTHER INFORMATION 12.1 Statutory Auditors’ fees French law requires a permanent legal control by two The two Statutory Auditors are legally and financially Independent Statutory Auditors. The main objective of this audit independent from each other. is to check that the financial statements are consistent, accurate The mandate of the Statutory Auditors appointed by the and present a fair view. Combined General Meeting of Shareholders of December 6, The Statutory Auditors are appointed by the Ordinary 2018 will end with the approval of the 2023-2024 financial Shareholders’ Meeting for a renewable period of six fiscal years. statements. Accordingly, the Supervisory Board, taking into Bonduelle SCA’s Statutory Auditors are: account the recommendations of the Audit Committee, based on a call for tenders, proposes to the Annual General Meeting Forvis Mazars that Grant Thornton be appointed to replace Forvis Mazars and Represented by Jean-Maurice El Nouchi, 61 rue Henri Regnault that Deloitte & Associés be re-appointed as Statutory Auditors 92400 COURBEVOIE (France). for a term of 6 financial years, i.e. until the Annual General Meeting to be held in 2030. Deloitte & Associés Represented by Edouard Lhomme, 78 Rue de la Chaude Rivière 59800 LILLE (France). 232 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements The following table presents a detailed analysis of the total fees paid by the group to its Statutory Auditors for the services rendered during fiscal years 2022-2023 and 2023-2024. Forvis Mazars Deloitte & Associés Other total 2022-2023 2023-2024 2022-2023 2023-2024 2022-2023 2023-2024 2022-2023 2023-2024 (in thousands of euros) Amount % Amount % Amount % Amount % Amount % Amount % Amount % Amount % Certification of consolidated and statutory financial statements 648 92% 665 93% 843 89% 855 88% 110 100% 75 100% 1,601 91% 1,596 91% Other certification- related services 34 5% 42 6% 104 11% 117 12% 0 0% 0 0% 138 8% 159 9% total fees for audit-related services 682 97% 708 99% 947 100% 972 100% 110 100% 75 100% 1,740 99% 1,754 100% Tax services 18 3% 0 0% 0 0% 0 0% 0 0% 0 0% 18 1% 0 0% Other 5 1% 4 1% 0 0% 0 0% 0 0% 0 0% 5 0% 4 0% total fees for non-audit services 23 3% 4 1% 0 0% 0 0% 0 0% 0 0% 23 1% 4 0% TOTAL 706 100% 712 100% 947 100% 972 100% 110 100% 75 100% 1,763 100% 1,759 100% Services other than audit by the Bonduelle Group Statutory their local filing obligations. They are subject, as appropriate, to Auditors mainly comprise tax services provided in countries authorization by the Supervisory Board and an annual review in outside the European Union, enabling subsidiaries to meet accordance with Article L. 823-19 of the French Commercial Code. 5 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 233 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements 12.2 Related-party transactions 12.2.1 Subsidiaries and associates These transactions are for the supply of raw materials and The list of the group’s subsidiaries and associates is provided in finished products as well as for the provision of services, notably Note 14. IT and human resources, and for financial interest. All transactions between the parent company and its subsidiaries The group’s transactions with Huerta Gama and Bonduelle and among the subsidiaries are eliminated on consolidation. Española were not material. For OP OASI and Nortera Foods, recognized using the equity method, the main transactions carried out, as well as its receivables and debts, are as follows: (in thousands of euros) at 2023/06/30 at 2024/06/30 Balance sheet Customers 3,372 1,243 Suppliers 14,039 16,942 Income statement Sales 10,468 5,482 Purchasing (75,039) (93,905) Transactions with other related parties were not material. 12.2.2 Executive Management and supervisory 12.2.3 Compensation of the directors, officers bodies over the past fiscal year and Corporate Officers They consist of the following bodies: Short-term benefits 1. the General Management, Pierre et Benoît Bonduelle SAS; They comprise: 2. the Supervisory Board, consisting of nine members, including — the compensation of the General Management, which is one employee representative; determined according to Article 17 of the Company’s Articles of association, in respect of which 217 thousand euros were 3. the Global Executive Leadership Team (GELT)*, consisting of paid for the fiscal year 2023-2024; eight members as of June 30, 2024. — compensation paid to members of the Supervisory Board for The current account in credit with Pierre et Benoît Bonduelle SAS their work during fiscal year 2023-2024 of 66 thousand euros; amounts to 10,129 thousand euros. — gross fixed and variable compensation paid to the Global There are no other significant commitments to the latter. Executive Leadership Team. The compensation paid to the Chairman and the Chief Executive Officer of Bonduelle SA is set by the Board of Directors on the advice of the Compensation Committee. The variable portion of compensation is based on the future performance of the group and its subsidiaries, in particular, as measured by the increase in net sales and profitability. The non-executive Chairman of Bonduelle SA does not receive any variable compensation. (in euros) 2022-202 2023-2024 Number of members making up the GELT at June 30, 2024 9 8 Gross compensation paid to the GELT 4,456,468 4,099,969 * During the 2023-2024 financial year, it has been decided to rename the Executive Committee the Global Executive Leadership Team (GELT). 234 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements Post-employment benefits — the additional employer’s contribution of 20% is payable In application of the Decree of January 9, 2012, the group has on that part of the contribution that falls within the established a supplementary, defined contribution pension social contribution limit. Beyond this, the contribution is plan (so-called Article 83 plan), which is paid for to a significant incorporated into the salary and is subject to social security extent by the beneficiaries concerned, with the group paying charges. the remainder. Other long-term benefits This plan is for all Managers who are members of the AGIRC None. scheme, with gross annual compensation of more than four times the annual French social security ceiling. Employment contract termination benefit These benefits comprise termination benefits and long service The reference compensation set by the plan in question and awards available to all employees in respect of the collective used to calculate beneficiaries’ rights is the basic and variable agreements linked to their employment contracts. For fiscal year annual compensation. This reference compensation does not 2023-2024, these totaled 300 thousand euros for GELT – Global include any sum that cannot be classed as salary within the Executive Leadership Team members. meaning of Article L. 242-1 of the French Social Security Code, but which may be classed as such at a later date. Payment in shares Entitlements are acquired on a monthly basis. The contributions a) Share plans previously allocated. used to fund the defined contribution pension fund amount to The shares allocated to members of the GELT under previous 8% of the reference compensation, calculated within the limit free share allocation plans are described in Note 6.3 to the of tranches A, B and C. consolidated financial statements. 62.5% of these contributions are paid by the Company and b) Free share allocations for the fiscal year for all members of the 37.5% by the beneficiary. GELT are described in Note 6.3 to the consolidated financial As regards tax and social security contributions payable by the statements. Company, please note that: There were no acquisitions by the Company with a view to — the tax limit is 8% of gross annual compensation limited to assignment to its employees, nor assignment of treasury eight times the annual social security ceiling (PASS). Employer shares by the Company to its employees, other than definitive and employee contributions are both to be taken into allocation of free shares. consideration; The Bonduelle Group has adopted the principles of the Afep- — social security contributions are 5% of gross annual Medef Code regarding compensation. compensation limited to five times the PASS. Only the employer’s contribution is taken into consideration; 5 NOTE 13 SUBSEQUENT EVENTS Plans to sell its packaged salad business in France They will shift focus to Bonduelle’s other business operations and Germany. to enable the group to continue accelerating its activities in On August 29, 2024, the Bonduelle Group announced several the fresh prepared, canned and frozen food markets in these projects designed to protect the Company’s long-term future: territories. — the resizing of Bonduelle Frais France, with a plan to These transactions are subject to the necessary approvals. streamline head office structures and cease operations at the In terms of the impact on the group’s consolidated financial Saint Mihiel site, with a search for a buyer, statements, the resizing of Bonduelle Frais France with the — exclusive negotiations with Les Crudettes, a company of LSDH cessation of operations at the Saint-Mihiel site has led the group Group, for the acquisition of its packaged salad business in to recognize an impairment loss on the site’s assets in respect of France, the 2023-2024 financial year (see Note 2.1). — and exclusive negotiations with Taylor Farms for the With regard to the disposal of the packaged salad business in acquisition of its packaged salad business in Germany. France and Germany, the conditions have not been met for an impact to be recognized in the financial statements as of These projects are necessary considering the ongoing decline June 30, 2024. in the result of the fresh packaged salad business in these countries,to preserve jobs within the Bonduelle Group’s sites in No other major events occurred between the balance sheet France and Europe. date and the date of preparation of the financial statements. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 235 5 CONsOLiDatED fiNaNCiaL statEmENts Notes to the annual consolidated financial statements NOTE 14 LIST OF GROUP COMPANIES Analysis of group companies by consolidation method: % interest % control % interest Principal activities 2023/06/30 2024/06/30 2024/06/30 1. BY FULL CONSOLIDATION France Holding company/Central Bonduelle SA corporate treasury 100.00% 100.00% 100.00% SAS Champiloire Holding 100.00% 100.00% 100.00% Sud Ouest Légumes Alliance – Soléal SAS Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Frais Traiteur SAS Holding 100.00% 100.00% 100.00% Bonduelle Frais France SAS Fresh 100.00% 100.00% 100.00% Bonduelle Traiteur International SAS Fresh 100.00% 100.00% 100.00% Bonduelle Europe Long Life SAS Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Development SAS Canned/Frozen 100.00% 100.00% 100.00% SCA Cultures France Champignon Canned/Frozen 100.00% 100.00% 100.00% SCA Champignonnières de Rou Marson Canned/Frozen 100.00% 100.00% 100.00% SCA des Champignonnières du Moulin Canned/Frozen 100.00% 100.00% 100.00% Champiland SAS Canned/Frozen 95.00% 92.85% 92.85% Euromycel SAS Canned/Frozen 100.00% 100.00% 100.00% MOD Bond SAS Holding 100.00% 100.00% 100.00% Coviju 3 SAS Holding 100.00% 100.00% 100.00% Coviju 4 SAS Holding 100.00% 100.00% 100.00% Bonduelle Ré SA Reinsurance 100.00% 100.00% 100.00% SACSA SAS Canned/Frozen 100.00% 100.00% 100.00% LBS Holding SAS Holding 100.00% 100.00% 100.00% Outside France Bonduelle Northern Europe, Belgium Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Nederland, Netherlands Canned/Frozen 100.00% 100.00% 100.00% BDG Gmbh, Germany Fresh 100.00% 100.00% 100.00% Bonduelle Nordic, Denmark Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Limited, UK No activity 100.00% 100.00% 100.00% Bonduelle Italia, Italy Fresh 100.00% 100.00% 100.00% Agricola Lombarda, Italy Fresh 100.00% 100.00% 100.00% Bonduelle Iberica SAU, Spain Canned/Frozen 100.00% 100.00% 100.00% BF Agricola 4G, Spain Fresh 100.00% 100.00% 100.00% BF Nature Bio 4G, Spain Fresh 100.00% 100.00% 100.00% Bonduelle Portugal, Portugal Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Polska, Poland Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Ceska Republika, Czech Republic Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Central Europe, Hungary Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Kuban, Russia Canned/Frozen 100.00% 100.00% 100.00% Agro-Rost, Russia Canned/Frozen 100.00% 100.00% 100.00% 236 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual consolidated financial statements % interest % control % interest Principal activities 2023/06/30 2024/06/30 2024/06/30 Bonduelle Kazakhstan, Kazakhstan Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Argentina, Argentina Canned/Frozen 100.00% 100.00% 100.00% Primeurop Argentina, Argentina Canned/Frozen 100.00% 100.00% 100.00% Bonduelle Do Brasil Produtos Alimenticios, Brazil Canned/Frozen 100.00% 100.00% 100.00% Ready Pac Foods Inc, USA Canned/Frozen 100.00% 100.00% 100.00% Ready Pac Produce Inc, USA Fresh 100.00% 100.00% 100.00% Missa Bay, LLC, USA Fresh 100.00% 100.00% 100.00% Ready Pac Florence, Partnership, USA Fresh 100.00% 100.00% 100.00% Salad Time, LLC, USA Fresh 100.00% 100.00% 100.00% 2. BY THE EQUITY METHOD France Vegehub Canned/Frozen 44.40% 37.40% 37.40% Outside France Charleston US Acquisition Corporation, USA Holding 35.00% 35.00% 35.00% Nortera Foods USA Inc., USA Canned/Frozen 35.00% 35.00% 35.00% Nortera US Holding Inc, USA Holding 35.00% 35.00% 35.00% Aliments Nortera Inc, Canada Canned/Frozen 35.00% 35.00% 35.00% OP OASI, Italy Fresh 35.00% 23.75% 23.75% Huerta Gama SC, Espagne Fresh 25.00% 25.00% 25.00% Bonduelle Espagnola, Spain No activity 50.00% 50.00% 50.00% 5 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 237 5 CONsOLiDatED fiNaNCiaL statEmENts Statutory Auditors’ report on the consolidated financial statements 5.6 Statutory Auditors’ report on the consolidated financial statements For the year ended June 30, 2024 This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This Statutory Auditors’ report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the management report and other documents provided to Shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Annual General Meeting of Bonduelle SCA, Opinion In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated financial statements of Bonduelle SCA for the year ended June 30, 2024. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the group as at June 30, 2024 and of the results of its operations for the year then ended in accordance with International financial reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for Opinion Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Statutory Auditors section of our report. Independence We conducted our audit engagement in compliance with independence requirements of rules required by the French Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for Statutory Auditors for the period from July 1, 2023 to the date of our report. 238 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors’ report on the consolidated financial statements Justification of Assessments – Key Audit Matters In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, approved in the conditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements. Measurement of goodwill (cf. Note 3.4.1.1 “Goodwill”, Note 3.4.4 “Impairment losses on fixed assets” and Note 10.1 “Goodwill”) Risk identified Our response Goodwill amounted to 256,9 M€ at June 30, 2024 (384,3 M€ at We have read about the controls put in place by the Company June 30, 2023) including an additional impairment charge of as part of the preparation of the “OGSM” (Objectives, Goals, 130.8 M€ recorded during the year for the CGU North American/Fresh Strategies, Measures) prepared by each business units on which the ready-to-use. depreciation tests of each of the CGU are based. Impairment tests conducted by the Executive Management on the Based on this information, we carried out the following procedures: goodwill of each CGU defined by Bonduelle include a significant 1 we assessed the reasonableness of the key assumptions used number of judgments and assumptions relating, in particular, to: to: 1 future cash flows; Ӳ determine cash flows in line with underlying operational 1 the discount rates (WACC) and long-term growth rates used to data, forecast such flows. Ӳ the long-term growth of such cash flows; The recoverable amounts determined as part of the impairment tests 1 we assessed, with the support of our evaluation specialists, were subject to sensitivity tests, both upwards and downwards, on the the selected discount rates (WACC) in their different assumptions of discount rates, long-term growth rates and operating components including, where appropriate, a premium to margin rates. take account of risk factors; For the North America CGU/ Fresh ready-to-use, the sensitivity tests 1 we also carried out a critical review of the sensitivity analysis performed by your group indicate in particular that an unfavourable of the value in use carried out by the management to a change in assumptions would lead to the identification of recoverable variation in the main assumptions retained. values below net book value as presented in Note 10.1. Finally, we verified the appropriateness of the disclosures in For other CGUs, the sensitivity tests performed lead to a recoverable Notes 3.4.1.1 “Goodwill”, 3.4.4 “Impairment losses on fixed assets” and 5 amount higher than the net book value. However, the valuation of 10.1 “Goodwill” to the consolidated financial statements. these CGUs remains dependent on the management’s assumptions disclosed in Note 10.1 We therefore considered the impairment testing of the goodwill of these CGUs to be a key audit matter. Specific Verifications We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information pertaining to the group presented in the management report of Bonduelle SCA. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (code de commerce) is included in group management report [in the information pertaining to the group presented in the management report], it being specified that, in accordance with the provisions of Article L. 823-10 of the code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of the information contained therein. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 239 5 CONsOLiDatED fiNaNCiaL statEmENts Statutory Auditors’ report on the consolidated financial statements Other Legal and Regulatory Verifications or Information Format of presentation of the consolidated financial statements intended to be included in the annual financial report We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the Statutory Auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the Board of Directors complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of December 17, 2018. As it relates to consolidated financial statements, our work includes verifying that the tagging of these consolidated financial statements complies with the format defined in the above delegated regulation. Based on the work we have performed, we conclude that the presentation of the consolidated financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. We have no responsibility to verify that the consolidated financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF are in agreement with those on which we have performed our work. Appointment of the Statutory Auditors Deloitte & Associés Forvis Mazars Was appointed Statutory Auditors of Bonduelle SCA Was appointed Statutory Auditors of Bonduelle SCA by the General Meeting of December 7, 2006 by the General Meeting of December 20, 1989 As of June 30, 2024, Deloitte & Associés was in its 18th year As of June 30, 2024, Forvis Mazars was in its 35th year of uninterrupted engagement of uninterrupted engagement and its 26th year since securities of the Company were admitted to trading on a regulated market. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International financial reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The consolidated financial statements were approved by the Board of Directors. 240 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors’ report on the consolidated financial statements Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements Objectives and audit approach Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As specified in Article L. 823-10-1 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises professional judgment throughout the audit and furthermore: — identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; — obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; — evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements; — assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in 5 the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein; — evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation; — obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. The Statutory Auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 241 5 CONsOLiDatED fiNaNCiaL statEmENts Statutory Auditors’ report on the consolidated financial statements Report to the Audit Committee We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters, that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics (code de déontologie) for Statutory Auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards Paris La Défense and Lille, October 4, 2024 The Statutory Auditors French original signed by Forvis Mazars Deloitte & Associés Jean-Maurice EL NOUCHI Edouard LHOMME 242 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION 5 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 243 244 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Parent company financial statements 6.1 Income statement 246 6.2 Balance sheet 247 6.3 Statement of cash flows 248 6.4 Notes to the annual parent company financial statements 249 6.5 Information regarding subsidiaries 259 6.6 Financial income during the last five fiscal years 260 6.7 Statutory Auditors’ report on the financial statements 261 6.8 Statutory Auditors’ report on regulated agreements 265 6 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 245 6 ParENt cOmPaNy fiNaNciaL statEmENts Income statement 6.1 Income statement 2023/06/30 2024/06/30 (in thousands of euros) 12 months 12 months Sales Reversal of depreciation, amortization and provisions and capitalized costs 8,541 6,803 Other operating income 0 0 Operating income 8,541 6,803 Other purchases and external expenses 1,382 628 Taxes and duties 13 15 Additions to provisions for risks and expenses 6,803 4,685 Other expenses 1,804 2,199 Operating expenses 10,003 7,527 Operating results (1,462) (724) Loss transferred Financial income from subsidiaries and affiliates 30,008 30,008 Income from other non-current securities and receivables Other interest and similar income 1 23 Interest income on bonds Reversals of provisions and expense transfers Net gain on disposals of securities financial income 30,009 30,031 Provisions on financial assets Interest and similar expenses 4,634 4,853 Interest expenses on bonds 0 Net expense on disposals of securities 0 financial expenses 4,634 4,853 Net financial income Note 9 25,376 25,179 current income 23,913 24,455 On management transactions On capital transactions 1,172 586 Reversals of provisions and expense transfers Non-recurring income Note 10 1,172 586 On management transactions 14 0 On capital transactions 1,136 702 Non-recurring charges to depreciation, amortization and provisions Non-recurring expenses Note 11 1,150 703 Non-recurring income 22 (117) Income taxes Note 13 (782) (1,596) NET INCOME FOR THE FISCAL YEAR 24,717 25,934 246 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Balance sheet 6.2 Balance sheet Assets 2024/06/30 2023/06/30 Depreciation (in thousands of euros) Net Gross & provisions Net Property, plant and equipment Note 2 4 4 4 Land 4 4 4 Buildings Non-current financial assets Note 3 599,544 602,527 5,966 596,561 Investments in subsidiaries 592,429 592,429 592,429 Loans to subsidiaries and affiliates 11 7 7 Other non-current securities 7,104 10,091 5,966 4,125 Loans Other non-current financial assets Fixed assets 599,548 602,531 5,966 596,565 Receivables 15,056 11,243 11,243 Trade and related receivables Other receivables Note 4 15,056 11,243 11,243 securities Note 5 19 21 21 cash 0 0 Prepaid expenses Note 4 52 54 54 Current assets 15,127 11,318 11,318 TOTAL ASSETS 614,674 613,849 5,966 607,883 Liabilities 2023/06/30 2024/06/30 (in thousands of euros) Before distribution Before distribution shareholders’ equity Note 6 491,737 509,412 Share capital 57,103 57,103 Additional paid-in capital 40,204 40,204 6 Reserves Revaluation surplus 947 947 Legal reserve 5,710 5,710 Regulated reserves Other reserves 28,280 28,280 Retained earnings 334,776 351,234 Net income for the fiscal year 24,717 25,934 Provisions for risks and expenses Note 7 35,229 37,300 Debts 87,708 61,172 Bonds Note 8 Bank borrowings and other liabilities to banks Note 8 Miscellaneous borrowings and financial debt Note 8 Trade and related payables Note 8 178 142 Tax and social security payables Note 8 8 9 Other debts Note 8 87,522 61,020 TOTAL LIABILITIES 614,674 607,883 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 247 6 ParENt cOmPaNy fiNaNciaL statEmENts Statement of cash flows 6.3 Statement of cash flows 2023/06/30 2024/06/30 (in thousands of euros) 12 months 12 months Operating activities Net income for the fiscal year 24,717 25,934 Depreciation and amortization Additions to/reversals of provisions for risks and expenses (1,737) (2,118) Additions to/reversals of provisions for financial assets and marketable securities 2,082 2,344 Additions to/reversals of provisions for taxes 3,751 4,189 Gross cash flows from operating activities 28,812 30,348 Gains on asset disposals Cash flow 28,812 30,348 Change in trade and other receivables 7,083 3,811 Change in provisions for risks and expenses Change in trade and other payables (25,866) (26,536) Change in accrued interest on borrowings change in Wcr (18,783) (22,725) Net cash flows from (used in) operating activities 10,030 7,623 Investing activities Acquisitions of property, plant and equipment and intangible assets Acquisitions of non-current financial assets (1,155) (0) Disposals of property, plant and equipment and intangible assets Disposals or repayments of non-current financial assets 894 639 Cash flows from (used in) investing activities (261) 638 Financing activities Dividends (9,910) (8,259) Dividends to be paid Change in Shareholders’ equity New borrowings (including bank lines) Repayments of borrowings Cash flows from (used in) financing activities (9,910) (8,259) CHANGE IN CASH AND CASH EQUIVALENTS (142) 2 Cash and cash equivalents – closing balance 19 21 Cash and cash equivalents – opening balance 160 19 CHANGE IN CASH AND CASH EQUIVALENTS (142) 2 248 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual parent company financial statements 6.4 Notes to the annual parent company financial statements Contents Note 1 Accounting principles, regulations Note 10 Non-recurring income 255 and policies 249 Note 11 Non-recurring expenses 255 Note 2 Property, plant and equipment 251 Note 12 Information on related companies Note 3 Non-current financial assets 251 and investments in subsidiaries 255 Note 4 Statement of receivables 252 Note 13 Income tax breakdown 256 Note 5 Marketable securities 253 Note 14 Tax consolidation 256 Note 6 Shareholders’ equity 253 Note 15 Deferred taxes 257 Note 7 Provisions for risks and expenses 254 Note 16 General Management compensation 257 Note 8 Debt 254 Note 17 Off-balance sheet commitments 257 Note 9 Net financial income 254 Note 18 Information on stock option and free share plans 258 Activity of the Company Bonduelle SCA is a financial holding company, whose corporate Bonduelle SCA is the consolidating company of the Bonduelle purpose is to: Group. — acquire and manage all securities, investment in equity or The Company received a dividend of 30,008 thousand euros other interests in commercial, industrial, financial, investment from its subsidiary, Bonduelle SA, in accordance with the and agricultural companies and businesses; decision of the Annual Ordinary Shareholders’ Meeting of — provide access to financial markets to raise the funds needed November 30, 2023. to develop the group’s activities. Note 1 accounting principles, regulations and policies The annual financial statements for the period were prepared 1.2 Property, plant and equipment in accordance with generally accepted accounting principles Property, plant and equipment are recognized at their purchase in France, as defined by the French General Accounting Plan, or contribution cost. 6 and the latest regulations issued by the French accounting standards body (ANC). Depreciation is calculated on a straight-line basis over expected useful life. The basic method used to value the items recognized in the financial statements is the historical cost method. 1.3 financial assets General accounting conventions were applied with due regard Investments in subsidiaries for the principle of prudence and in accordance with these basic assumptions: Investments in subsidiaries and affiliates and other long-term investments are carried at cost. — going concern; A provision for impairment is recognized if the value in use — consistency of accounting methods; is lower than the carrying amount. The value in use of such — independence of fiscal years. investments in subsidiaries is determined on the basis of various items such as net assets, the existence of unrealized capital gains and in compliance with the general rules governing the and earnings forecasts approved by the Executive Management. preparation and presentation of annual financial statements (ANC Regulation 2018-01 of April 20, 2018, approved by an order treasury shares dated October 8, 2018). ANC Regulation 2014-03 was applied. This standard concerns The main rules and methods used are the following: the accounting treatment for share purchase option and share subscription plans and the granting of free share allocation 1.1 change of methods plans to employees. No notable change in method was applied over the period. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 249 6 ParENt cOmPaNy fiNaNciaL statEmENts Notes to the annual parent company financial statements Therefore, treasury shares acquired are now recorded on the 1.6 translation of foreign currency items basis of their intended use, either in non-current financial assets All receivables and liabilities denominated in foreign currencies or in securities. are translated at the closing rate of the fiscal year. Any differences All treasury shares are classified as non-current financial assets arising from changes in exchange rates are recognized in and are held under a liquidity contract or for acquisitions. “translation adjustments” in the balance sheet. Treasury shares allocated to the coverage of free share allocation plans are reclassified as marketable securities at their net 1.7 Marketable securities carrying amount on the date they are allocated by the General Marketable securities are recorded at cost. They are not Management. composed of treasury shares. At the close of the fiscal year, an impairment is recognized if the A provision for impairment is recognized if the value in use is average share price for the last month is lower than the average lower than the carrying amount. acquisition price of all these treasury shares. 1.8 free share allocation plans 1.4 Receivables A provision for expenses is recorded under liabilities for free Receivables are recognized at their face value. A provision is set share allocation plans. aside, if needed, to cover any risk of default. The probability of allocation is assessed on a plan-by-plan basis, taking into account the conditions of each plan. 1.5 Provisions for risks and expenses The total amount of this future charge is recorded under net Provisions are assessed by the General Management to meet the operating profit in the item “allocations to provisions for risks Company’s current obligations (legal or implied), in compliance and expenses”. with French accounting policies and particularly the provisions of ANC Regulation 2014-03 regarding liabilities. Any disputes This provision is offset by the recognition of an accrued income are evaluated on the basis of the claims made by third parties, in the same amount under the group company accounts in which are revised, if applicable, on the basis of the defensive respect of the workforce beneficiaries. actions taken by the Company. The costs incurred are invoiced according to the same rules. They are recorded under net operating profit in the Section “Transfer of capitalized costs”. All of these methods comply with ANC Regulation 2014-03. 1.9 Subsequent events None. 250 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual parent company financial statements Note 2 Property, plant and equipment Analysis of changes in gross amounts and accumulated depreciation breaks down as follows: acquisitions or merger and Disposals or (in thousands of euros) at 2023/06/30 charges contribution reversals at 2024/06/30 Gross amounts Land 4 4 Buildings 4 4 Depreciation Land Buildings Net carrying amount Land 4 4 Buildings 4 4 Note 3 Non-current financial assets Analysis of changes in gross amounts and provisions breaks down as follows: repayment, Gross amounts reclassification Gross amounts (in thousands of euros) at 2023/06/30 acquisitions Disposals and others at 2024/06/30 Equity investments 592,429 0 592,429 Bonduelle SA 592,429 0 592,429 Other non-current receivables 11 (4) 7 Loans to subsidiaries and affiliates Other – Cash account with Exane 11 (4) 7 Other non-current financial assets 0 0 6 Other securities 0 0 (0) 0 Loans 0 0 treasury shares held: 1 under a liquidity contract(1) 406 536 (711) 231 1 others(2) 10,320 (460) 9,860 1 merger BSCA - La Plaine SA(3) 0 34,500 (34,500) 0 603,166 35,036 (1,174) (34,500) 602,527 (1) The treasury shares held under the liquidity contract are revalued by the intermediary at the closing share price, shown in the column “Disposals”. (2) At the decision of the General Management, the treasury shares held may be used for the free share allocation plans at the end of the period or in the context of external growth transactions. (3) On December 7, 2023, Bonduelle SCA merged with La Plaine SA. The contribution of La Plaine SA was 34,500,352 euros. Following this transaction, the capital and merger premium were reduced, and the shares received were cancelled. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 251 6 ParENt cOmPaNy fiNaNciaL statEmENts Notes to the annual parent company financial statements Net carrying Gross amounts Provisions at amount at (in thousands of euros) at 2024/06/30 2023/06/30 charges Reversals 2024/06/30 Equity investments 592,429 592,429 Other non-current receivables 7 7 Other non-current financial assets 0 0 Treasury shares held: 1 under a liquidity contract(1) 231 231 1 others(2) 9,860 3,622 2,344 3,894 1 merger BSCA - La Plaine SA(3) 602,527 3,622 2,344 596,561 Value at closing: Treasury shares 4,125 at at (in number of shares) 2023/06/30 increase Decrease Reclassification 2024/06/30 Treasury shares held: 1 under a liquidity contract(1) 36,552 55,842 54,473 37,921 1 others(2) 573,017 25,522 547,495 1 merger BSCA - La Plaine SA(3) 7,268,839 (7,268,839) 609,569 7,324,681 79,995 (7,268,839) 585,416 Average price of transactions over the period 4.78 euros 14.63 euros 4.75 euros (1) The treasury shares held under the liquidity contract are revalued by the intermediary at the closing share price, shown in the column “Disposals”. (2) At the decision of the General Management, the treasury shares held may be used for the free share allocation plans at the end of the period or in the context of external growth transactions. (3) On December 7, 2023, Bonduelle SCA merged with La Plaine SA. The contribution of La Plaine SA was 34,500,352 euros. Following this transaction, the capital and merger premium were reduced, and the shares received were cancelled. Note 4 Statement of receivables (in thousands of euros) Gross value Less than or equal to 1 year more than 1 year current assets Other trade receivables O.w. accrued income Group and associates O.w. accrued income Taxes and duties 5,491 5,491 Other – Receivables from suppliers Group and associates Current account tax consolidation 1,067 1,067 Miscellaneous – Miscellaneous receivables(1) 4,685 892 3,793 Other – Prepaid expenses 54 54 11,297 7,504 3,793 (1) Stock options and free share allocation plan: invoicing to Bonduelle Group companies for exercise expenses (See Note 18). The income to be offset against the provision for risk is recognized as a capitalized cost. If this income to be received is lower than that recorded in the previous fiscal year, the negative change is reclassified as miscellaneous management expenses. 252 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual parent company financial statements Note 5 Marketable securities (in thousands of euros) at 2023/06/30 at 2024/06/30 Securities held under terms of the liquidity contract (Exane) 19 21 19 21 Note 6 shareholders’ equity allocation (in thousands of euros) at 2023/06/30 2022-2023 net income increase Decrease at 2024/06/30 Share capital(1) 57,103 12,720 (12,720) 57,103 Additional paid-in capital/merger premium(1) 40,204 21,780 (21,780) 40,204 Revaluation surplus 947 947 Legal reserve 5,710 5,710 Regulated reserves Other reserves 28,280 28,280 Retained earnings 334,776 16,458 351,234 Net income for the fiscal year 2023/06/30 24,717 (24,717) 34,501 (34,501) 2024/06/30 25,934 25,934 Dividends 8,259 491,737 (43,067) 509,412 (1) On December 7, 2023, Bonduelle SCA merged with La Plaine SA. The contribution of La Plaine SA was 34,500,352 euros. The share capital was increased by 12,720 thousand euros and the merger premium by 21,780 thousand euros, through the creation of 7,268,839 Bonduelle SCA shares. This transaction was followed by a reduction in share capital and merger premium of the same amount, in order to cancel the Bonduelle SCA shares received. Dividends totaling 8,158 thousand euros were paid out to Shareholders as a whole. This dividend was paid entirely in cash. 247 thousand euros were paid out to the General Partner, in accordance with Article 25 of the Articles of Association. 6 share capital At June 30, 2024, the share capital was composed of 32,630,114 shares with a par value of 1.75 euros per share, broken down as follows: — 12,819,732 common shares; — 19,810,382 shares with double voting rights. The 32,630,114 shares comprising the Company’s share capital represent 51,855,080 actual voting rights. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 253 6 ParENt cOmPaNy fiNaNciaL statEmENts Notes to the annual parent company financial statements Note 7 Provisions for risks and expenses Reversals (in thousands of euros) at 2023/06/30 charges Used Unused at 2024/06/30 Provision for risk related to stock option plans or free share allocation plans 6,803 4,685 6,803 4,685 Provision for taxes – Tax consolidation(1) 28,426 4,838 650 32,615 35,229 9,523 650 6,803 37,300 (1) The tax provision is related to the use of tax loss carryforwards and tax credits of the companies in the tax consolidation group. Note 8 Debt 2024/06/30 Less than or > 1 year and (in thousands of euros) 2023/06/30 Gross value equal to 1 year ≤ 5 years Borrowings Trade and related payables(1) 178 142 142 Tax and social security payables 8 9 9 Other debts(2) 87,522 61,020 61,020 87,708 61,172 61,172 (1) Trade payables are payable in under 30 days. (2) Including the current account with Bonduelle SA and the tax consolidation current account. Note 9 Net financial income (in thousands of euros) at 2023/06/30 at 2024/06/30 financial income Financial income from subsidiaries and affiliates 1 Bonduelle SA 30,008 30,008 1 Income from loans 30,008 30,008 Income from other non-current securities and receivables Reversal of provisions and capitalized costs Other interest and similar income 22 Net gain on disposals of securities 1 1 30,009 30,031 financial expenses Depreciation, amortization and provisions (provisions on treasury shares) 2,082 2,344 Interest and similar expenses 2,552 2,508 Net expense on disposals of securities 0 0 4,634 4,853 NET FINANCIAL INCOME 25,376 25,179 254 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual parent company financial statements Note 10 Non-recurring income (in thousands of euros at 2023/06/30 at 2024/06/30 Non-recurring income on revenue transactions Fines – Tax audit Non-recurring income on capital transactions 1 Income from disposals of property, plant and equipment 1 Income from disposals of non-current financial assets (profit on treasury shares) 1,172 586 Recoveries of provisions for risks and expenses TOTAL NON-RECURRING INCOME 1,172 586 Note 11 Non-recurring expenses (in thousands of euros) at 2023/06/30 at 2024/06/30 Non-recurring expenses on revenue transactions Fines – Tax audit 14 0 Non-recurring expenses on capital transactions 1 Disposals of property, plant and equipment 1 Disposals of non-current financial assets (loss on treasury shares) 1,136 702 1 Disposals of investments in subsidiaries Provisions for risks and expenses Non-recurring charges to depreciation, amortization and provisions Total non-recurring expenses 1,150 703 TOTAL NON-RECURRING INCOME 22 (117) Note 12 information on related companies and investments in subsidiaries amount concerning related companies 6 items With which the company (in thousands of euros) related parties has an investment Investments in subsidiaries: 1 Gross amount 592,429 1 Net carrying amount 592,429 Loans to subsidiaries Other receivables 5,752 Other debts 60,962 Operating liabilities 3 Financial income from subsidiaries 30,008 Financial income Financial expenses 2,508 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 255 6 ParENt cOmPaNy fiNaNciaL statEmENts Notes to the annual parent company financial statements Note 13 Income tax breakdown Non-recurring (in thousands of euros) current income income total Profit before tax 24,455 (117) 24,338 Theoretical income tax Tax credit Total theoretical income tax Impact of tax consolidation 5,784 Provision for taxes – Tax consolidation (4,189) Total tax expense 1,596 NET INCOME AFTER TAXES 25,934 Note 14 tax consolidation As parent company, Bonduelle SCA is the head of a tax consolidation group that includes: Name address Bonduelle SA La Woestyne – 59173 Renescure (France) Bonduelle Europe Long Life SAS La Woestyne – 59173 Renescure (France) Bonduelle Development SAS La Woestyne – 59173 Renescure (France) Bonduelle Frais Traiteur SAS La Woestyne – 59173 Renescure (France) Bonduelle Frais France SA Parc Ever Est, 54 Rue Marcel Dassault – 69740 Genas (France) Bonduelle Traiteur International SAS 67, route de Concarneau – 29140 Rosporden (France) SAS Champiloire 1728, route de la Tourte – 49160 Longue-Jumelles (France) Euromycel SAS 1728, route de la Tourte – 49160 Longue-Jumelles (France) Bonduelle Ré SA Rue Nicolas Appert – 59650 Villeneuve d’Ascq (France) MOD Bond SAS La Woestyne – 59173 Renescure (France) Coviju 3 SAS La Woestyne – 59173 Renescure (France) Coviju 4 SAS La Woestyne – 59173 Renescure (France) Sud Ouest Légumes Alliance SAS 239 Route de Castandet – 40270 Bordères-et-Lamensans (France) LBS Holding SAS Le Fief Garnier – Dampierre sur Loire – 49400 Saumur (France) SACSA SAS Le Fief Garnier – Dampierre sur Loire – 49400 Saumur (France) Under the terms of the tax consolidation agreement, the following method is used to allocate income tax to each of the consolidated companies: — the companies will pay Bonduelle SCA an amount equal to the tax that would have been due on their income and/or net long-term capital gain of the fiscal year if they were taxable separately, therefore net of all allocation rights that the consolidated companies would have benefited from in the absence of consolidation; — on a standalone basis, Bonduelle SCA did not incur any income tax for the fiscal year ended June 30, 2024. Taxable income for the tax consolidation group Taxable income for the tax consolidation group amounted to a profit of 17,342 thousand euros. 256 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Notes to the annual parent company financial statements Note 15 Deferred taxes None. Note 16 General management compensation Summary table of compensation paid to the General Management fiscal year fiscal year (in euros) 2022-2023 2023-2024 Pierre et Benoît Bonduelle sas(1) Other compensation 885,536 217,440 TOTAL 885,536 217,440 (1) The compensation of the General Management is established in accordance with the approved compensation policy and Article 17 of the Company’s Articles of Association and comprises two components: 1 compensation equal to 1.5% of consolidated net income attributable to owners of the Company of the previous fiscal year; 1 additional compensation equal to 1% of consolidated net income attributable to owners of the Company of the previous fiscal year, when the latter exceeds 1.5% of consolidated net sales. No other compensation is received by the General Management. The amount excluding taxes is shown below. Note 17 Off-balance sheet commitments (in thousands of euros) 2023/06/30 2024/06/30 Commitments received: None None Commitments given: 1 Guarantees and security deposits given (net of uses)(1) 336,015 297,366 The commitments correspond to our current activities and group financing. (1) The notion of commitment is that used in the decision of the Court of Cassation of January 26, 1999, specifying that the mere “obligation of means” does not constitute a guarantee within the meaning of Article 98 of the law of July 24, 1966, and does not require prior authorization from the Supervisory Board. 6 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 257 6 ParENt cOmPaNy fiNaNciaL statEmENts Notes to the annual parent company financial statements Note 18 Information on stock option and free share plans 18.1 Stock option plans None. 18.2 free share allocation plans Plan No. 27 Plan No. 28 Plan No. 29 Plan No. 30 Date of Shareholders’ Meeting: 2018/12/06 2021/12/02 2021/12/02 2021/12/02 Date of the General Management decision 2020/12/10 2021/12/09 2022/12/13 2023/12/15 Initial number of shares allocated 232,735 182,995 289,117 369,337 1 Of which number of shares granted to Christophe Bonduelle, representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA(1) Not applicable Not applicable Not applicable 0 1 Of which number of shares granted to the GELT(2) 114,885 113,057 138,596 169,793 1 Of which others 117,850 69,938 150,521 199,544 Total number of free shares allocated 232,735 182,995 289,117 369,337 Total number of free shares canceled or expired 207,213 0 0 0 Effective allocation date 2023/11/15 2024/11/14 2025/11/18 2026/11/13 Date from which shares can be sold 2023/11/15 2024/11/15 2025/11/19 2026/11/14 Number of shares effectively allocated at June 30, 2024 25,522 0 0 0 The free share allocation is based, on the one hand, on a long-term profit-sharing scheme. Plans based on a return on capital employed criterion and on a CSR criterion relating to the B Corp ambition, and whose effective benefit is contingent on presence in the workforce at the effective allocation date. And on the other hand, on an end-of-career mechanism for directors and officers, based on the execution of succession plans. In accordance with the provisions of the Afep-Medef Code, there are no hedging transactions in favor of Corporate Officers. (1) Bonduelle SCA has no employees. No compensation is paid in respect of the office of legal representative of Pierre et Benoît Bonduelle SAS, General Manager of Bonduelle SCA. Thus, Christophe Bonduelle, permanent representative of Pierre et Benoît Bonduelle SAS, does not benefit from any free share allocation plan. (2) During the fiscal year 2023-2024, the “Executive Committee” was renamed the “Global Executive Leadership Team” (GELT). The term “GELT” is understood to mean the members comprising it on the date of the free share allocation. 18.3 Other information on share plans 18.3.1 Expense recognized during the fiscal year The profit and loss realized on share plans are recorded under non-recurring income. No options were exercised during the fiscal year. 18.3.2 Contingent liabilities A provision for risks and expenses was recorded at the closing at June 30, 2024 of 4,685 thousand euros. This provision is covered by accrued income in the same amount recorded under miscellaneous receivables (see Notes 1 and 4). This accrued income corresponds to the amount that will be refilled to the subsidiaries whose employees are beneficiaries of free share allocation plans. 258 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information regarding subsidiaries 6.5 Information regarding subsidiaries shareholders’ carrying amount equity other of shares sales Dividends than share for the received capital and share of Advances fiscal year by the Number net income capital made security ended, Previous company (in thousands of euros) of shares share for the fiscal held by the deposits excluding year-end during the companies held currencies capital(1) year(1) (in %) Gross Net company given tax result fiscal year A/ Securities whose gross amount exceeds 1% of the parent’s share capital 1/ Subsidiaries (> 50% held) Bonduelle SA 2,348,058 Euro 234,806 615,069 100 592,429 592,429 53,414 (152,203) 30,008 2/ Investment in subsidiaries held between 10 and 50% B/ Securities whose gross amount does not exceed 1% of the parent’s share capital 1/ French subsidiaries 2/ F oreign subsidiaries 3/ Investments in French companies (1) In the Company’s local currency. 6 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 259 6 ParENt cOmPaNy fiNaNciaL statEmENts Financial income during the last five fiscal years 6.6 Financial income during the last five fiscal years (in thousands of euros) 2020/06/30 2021/06/30 2022/06/30 2023/06/30 2024/06/30 Financial position at fiscal year-end Share capital 56,942 57,103 57,103 57,103 57,103 Number of shares issued in units 32,538,340 32,538,340 32,630,114 32,630,114 32,630,114 Comprehensive income from operations Sales of subsidiaries 30,055 30,055 30,055 30,008 30,008 Sales excluding taxes Profit before tax, profit-sharing, depreciation, amortization and provisions 24,902 25,923 26,887 24,279 24,564 Income taxes (10,667) (1,886) (1,626) (782) (1,596) Employee profit-sharing Profit after tax, profit-sharing, depreciation, amortization and provisions 35,569 27,808 27,227 24,717 25,934 Amount of profits distributed 13,015 14,684 9,789 8,158 6,526 Operating income per share (in euros) Profit after tax, profit-sharing, but before depreciation, amortization and provisions 1.09 0.85 0.87 0.77 0.80 Profit after tax, profit-sharing, depreciation, amortization and provisions 1.09 0.85 0.83 0.76 0.79 Dividend paid to each share 0.40 0.45 0.30 0.25 0.20 (1) Proposal submitted to the Shareholders’ Meeting. Proposed allocation of net income The General Management asks the Shareholders’ Meeting to And to approve payment of a dividend for the fiscal year 2023- allocate the net income for the fiscal year of 25,933,957.57 euros, 2024 of 0.20 euros per share, the entire amount thus distributed increased by retained earnings for the previous fiscal year of being eligible for the 40% tax credit referred to in Article 158-3-2 351,233,807.29 euros as follows: of the French General Tax Code. Origin amount The ex-dividend date would be January 7, 2025. (in euros) Net income for the fiscal year 25,933,957.57 The dividend would be paid on January 9, 2025. Retained earnings 351,233,807.29 TOTAL TO BE ALLOCATED 377,167,764.86 allocation amount (in euros) Allocation to the General Partner 259,339.58 Dividend to Shareholders 6,526,022.80 Retained earnings 370,382,402.48 TOTAL ALLOCATED 377,167,764.86 260 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors’ report on the financial statements 6.7 Statutory Auditors’ report on the financial statements For the year ended June 30, 2024 This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This Statutory Auditors’ report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France To the Annual General Meeting of Bonduelle SCA, Opinion In compliance with the engagement entrusted to us by your General Meeting, we have audited the accompanying financial statements of Bonduelle SCA for the year ended June 30, 2024. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at June 30, 2024 and of the results of its operations for the year then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for Opinion Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Statutory Auditors section of our report. 6 independence We conducted our audit engagement in compliance with independence requirements of rules required by the French Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for Statutory Auditors for the period from July 1, 2023 to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in Article 5 of Regulation (EU) N° 537/2014. Justification of Assessments - Key Audit Matters In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements. We determined that there was no key audit matter to communicate in our report. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 261 6 ParENt cOmPaNy fiNaNciaL statEmENts Statutory Auditors’ report on the financial statements Specific Verifications We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law and regulations. Information given in the management report and in the other documents with respect to the financial position and the financial statements provided to Shareholders We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the other documents with respect to the financial position and the financial statement provided to shareholders. In accordance with French law, we report to you that the information relating to payment times referred to in Article D. 441-6 of the French Commercial Code (code de commerce) is fairly presented and consistent with the financial statements. Report on corporate governance We attest that the Supervisory Board’s report on corporate governance sets out the information required by Articles L. 225-37-4, L. 22-10-10 and L. 22-10-9 of the French Commercial Code (code de commerce). Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code (code de commerce) relating to remunerations and benefits received or allocated by the members of the Executive Board and of the Supervisory Board and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from controlled companies that are included in the scope of consolidation. Based on this work, we attest the accuracy and fair presentation of this information. With respect to the information relating to items that your Company considered likely to have an impact in the event of a takeover or exchange offer, provided pursuant to Article L. 22-10-11 of the French Commercial Code (code de commerce), we have verified their compliance with the source documents communicated to us. Based on our work, we have no observation to make on this information. Other informations In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report. Report on Other Legal and Regulatory Requirements Format of presentation of the financial statements intended to be included in the annual financial report We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the Statutory Auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the Board of Directors, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of December 17, 2018. Based on the work we have performed, we conclude that the presentation of the financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. We have no responsibility to verify that the financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF are in agreement with those on which we have performed our work. 262 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors’ report on the financial statements appointment of the statutory auditors We were appointed as Statutory Auditors of Bonduelle SCA by the Annual General Meeting held on December 6, 2006 for Deloitte & Associés and on December 20, 1989 for Forvis Mazars. As at June 30, 2024, Deloitte & Associés and Forvis Mazars were in the 18th year and 35th year of total uninterrupted engagement, which are 26th year since securities of the Company were admitted to trading on a regulated market. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The financial statements were approved by the Board of Directors. Statutory Auditors’ Responsibilities for the Audit of the Financial Statements Objectives and audit approach Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As specified in Article L. 821-55 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises 6 professional judgment throughout the audit and furthermore: — identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; — obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; — evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the financial statements; UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 263 6 ParENt cOmPaNy fiNaNciaL statEmENts Statutory Auditors’ report on the financial statements — assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein; — evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. report to the audit committee We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 821-27 to L. 821-34 of the French Commercial Code (code de commerce) and in the French Code of Ethics (code de déontologie) for Statutory Auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. The Statutory Auditors French original signed by Forvis Mazars Deloitte & Associés Paris La Défense, October 4, 2024 Lille, October 4, 2024 Jean-Maurice EL NOUCHI Edouard LHOMME Partner Partner 264 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors’ report on regulated agreements 6.8 Statutory Auditors’ report on regulated agreements Shareholders’ meeting for the approval of the financial statements for the year ended June 30, 2024 This is a free translation into English of the statutory auditors’ report on regulated agreements issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France To the Shareholders, In our capacity as your company’s statutory auditors, we hereby report to you on regulated agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms, conditions and reasons underlying company’s interest of agreements that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of article R.226-2 of the French commercial code, it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved. Where applicable, it is also our responsibility to provide shareholders with the information required by article R.226-2 of the French commercial code in relation to the implementation during the year of agreements already approved by the Shareholders’ Meeting. We performed the procedures that we deemed necessary in accordance with the guidance issued by the French Institute of statutory auditors (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in verifying that the information given to us is consistent with the underlying documents. Agreements submitted to the approval of the shareholders’ meeting Agreements authorized and concluded during the past financial year We hereby inform you that we have not been advised of any agreements authorized and entered into during the past fiscal year that should be submitted to the approval of the Shareholders’ Meeting pursuant to the provisions of Article L.226-10 of the Commercial Code. 6 Agreements previously approved by the shareholders’ meeting In accordance with article R.226-2 of the French commercial code, we have been informed of the following agreements approved in prior years and which remained current during the last year. Debt insuance program (NEUCP) Companies involved: Bonduelle SA, for which Bonduelle SCA directly or indirectly holds over 10% of the voting rights and Pierre & Benoit Bonduelle SAS, General Partner of Bonduelle SCA. Nature, corporate purpose, and terms: On July 29, 2020, Bonduelle SA set up a program to issue short-term negotiable debt securities («NEUCP») for a maximum total amount of 300 million euros. Each security issued under this program will have a maturity of one year or less, a minimum face value of 150,000 euros and will be issued in euros or any other currency authorized by French regulations applicable at the time of issue. This program, after approval by the Board of Directors of Bonduelle SA, was increased to 400 million euros. The guarantee by Bonduelle SCA, with the authorization of Supervisory Board on December3, 2020, was thus increased to 410 million euros. This guarantee is non-interest bearing. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 265 6 ParENt cOmPaNy fiNaNciaL statEmENts Statutory Auditors’ report on regulated agreements Bonduelle SCA’s guarantee of Bond issued by Bonduelle SA (USPP 2019) Companies involved: Bonduelle SA, for which Bonduelle SCA directly or indirectly holds over 10% of the voting rights and Pierre & Benoit Bonduelle SAS, General Partner of Bonduelle SCA. Nature, corporate purpose and terms: On May 2, 2019, Bonduelle SA issued a 10-year bond int the United States, by private placement, in the total amount of €140 million. Bonduelle SCA stood surety for the bond issue. This surety is non-interest bearing. Bonduelle SCA’s guarantee of a Bond issue by Bonduelle SA (Ex Bonduelle SAS) (USPP 2017) Companies involved: Bonduelle SA, for which Bonduelle SCA directly or indirectly holds over 10% of the voting rights and Pierre & Benoit Bonduelle SAS, General Partner of Bonduelle SCA. Nature, corporate purpose, and terms: On July 6, 2017, Bonduelle SA issued a private placement in the United States (USPP) divided into two tranches of €150 million and $50 million, respectively, for a period of ten years. This surety is non-interest bearing. Those agreements were reviewed by your Supervisory Board at its meeting on October 4, 2024. Noting that the economic conditions of those agreements have not changed, it is not necessary to resubmit them for approval to the next General Assembly. The statutory auditors French original signed by Forvis Mazars Deloitte & Associés Paris La Défense, October 4, 2024 Lille, October 4, 2024 Jean-Maurice EL NOUCHI Edouard LHOMME Partner Partner 266 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors’ report on regulated agreements 6 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 267 268 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Information on the Company and the share capital 7.1 Information regarding the share capital 270 7.1.1 Historical information on the share capital 270 7.1.2 Amount of subscribed share capital 270 7.1.3 .Delegations and authorizations granted to the General Management for share capital increases 271 7.1.4 Potential share capital 273 7.2 Shareholding structure 274 7.2.1 Analysis of share capital and voting rights 274 7.2.2 Stock exchange Code of Conduct 275 7.2.3 Shareholders’ agreement, lock-up commitments and declarations 276 7.3 Bonduelle share and dividend information 278 7.3.1. Share price performance 278 7.3.2 Dividends 279 7.4 Treasury shares 279 7.5 Description of the share repurchase program 280 7.6 General information about the Company 281 7 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 269 7 InformatIon on the Company and the share CapItal Information regarding the share capital 7.1 Information regarding the share capital 7.1.1 Historical information on the share capital additional successive total no. of year transaction par value paid-in capital amounts shares 2019 Share capital increase following the distribution 450,138.50 56,942,095 32,538,340 of a dividend of 0.50 euros per share, with the option granted to Shareholders for the payment of their dividends either in shares or in cash 2021 Share capital increase with waiver of pre-emptive 160,604.50 1,620,728.84 57,102,699.50 32,630,114 subscription rights in favor of persons belonging to specific categories 2023 Share capital increase following the merger 12,720,468.25 21,779,398.59 69,823,167.75 39,898,953 of La Plaine SA Share capital reduction by cancellation of treasury 12,720,468.25 57,102,699.50 32,630,114 shares received in connection with the merger of La Plaine SA 7.1.2 Amount of subscribed share capital At June 30, 2024, 32,630,114 shares were outstanding. The same number of shares were outstanding at June 30, 2023. At August 31, 2024, the share capital amounted to 57,102,699.50 euros. It was divided into 32,630,114 common shares of 1.75 euros each, all fully paid up and of the same class, representing, at this date, 52,413,452 theoretical voting rights and 51,830,823 voting rights exercisable at the Shareholders’ Meeting. The difference between the number of theoretical voting rights and the number of voting rights exercisable at Shareholders’ Meetings is due to shares without voting rights (treasury shares). To the best of its knowledge, the Company does not have any pledge on a significant portion of its capital. 270 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information regarding the share capital 7.1.3 .Delegations and authorizations granted to the General Management for share capital increases term of the delegation/ authorization date of granted to Use during Use during shareholders’ the General date of previous the fiscal year type of resolution meeting management expiration observation fiscal years 2023-2024 Authorization granted to the General Management to grant stock options to employees and/or certain Corporate Officers of the Company or related companies or economic interest groups. Maximum of 3% of the share capital(1), it 2021/12/02 being specified that the total number of (21st resolution) 38 months 2025/02/01 - options that may be granted to directors and officers of the Company may not give the right to subscribe or purchase a number of shares exceeding 1% of the share capital within this overall amount. Authorization granted to the General Management to allocate existing and/or future shares free of charge to employees and/or certain Corporate Officers of the Company or related companies or economic interest groups. Maximum of 3% of the share capital(1), it being specified that the total number of free 2021/12/02 shares that may be allocated to directors (22nd resolution) 38 months 2025/02/01 842,449 and officers of the Company may not exceed 1% of the share capital within this overall amount and vesting will be subject, where applicable and on a case- by-case basis, to performance conditions set by the General Management. Delegation of authority granted to the General Management to increase the share capital by incorporation of reserves, profits and/or additional paid-in capital. 2022/12/01 (14th resolution) 26 months 2025/01/31 - - Maximum of 17.5 million euros in par value (i.e. 10 million shares or 30.65% of the share capital)(1). Delegation of authority to the General Management to issue common shares 7 and/or securities giving access to the share capital (of the Company or a group company) and/or debt securities with 2022/12/01 (15th resolution) 26 months 2025/01/31 - - pre-emptive subscription rights maintained. Maximum of 17.5 million euros in par value (i.e. 10 million shares or 30.65% of the share capital)(1). Authorization to increase the amount of the issues (for the 15th resolution 2022/12/01 of the Shareholders’ Meeting (16th resolution) 26 months 2025/01/31 of December 1, 2022). (1) On the day of the Shareholders’ Meeting. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 271 7 InformatIon on the Company and the share CapItal Information regarding the share capital term of the delegation/ authorization date of granted to Use during Use during shareholders’ the General date of previous the fiscal year type of resolution meeting management expiration observation fiscal years 2023-2024 Delegation of authority to the General Management to issue common shares and/or securities giving access to the share capital (of the Company or a group company) and/or debt securities, with The General waiver of pre-emptive subscription rights Management through a public offer, excluding offers has the referred to in 1° of Article L. 411-2 of the 2023/12/07 French Monetary and Financial Code, (14th resolution) 26 months 2026/02/06 option of granting - - and/or as remuneration of securities in Shareholders the case of a public exchange offer. a priority Maximum of 17.5 million euros in par right. value (i.e. 10 million shares or 30.65% of the share capital)(1). Common ceiling with delegation that follows. Delegation of authority to the General Management to issue common shares and/or securities giving access to the share capital (of the Company or a group company) and/or debt securities, with waiver of pre-emptive subscription rights, through an offer referred to in 1° 2023/12/07 of Article L. 411-2 of the French Monetary (15th resolution) 26 months 2026/02/06 - - and Financial Code. Maximum of 17.5 million euros in par value (i.e. 10 million shares or 30.65% of the share capital)(1). Limited to 20% of the share capital per year. Common ceiling with previous delegation. Authorization, in the event of an issuance with waiver of pre-emptive subscription rights, to set, within a limit of 10% of the share capital per year, the issue price, which shall not be lower, at the General Management’s discretion, than either the average of the closing share price of the Company on the Euronext Paris market 2023/12/07 (16th resolution) 26 months 2026/02/06 - - recorded over a maximum period of six months prior to the price-setting, or the weighted average price of the Company shares on the Euronext Paris market recorded over the last three trading days prior to the price-setting, with a maximum discount of 15%. Authorization to increase the amount of issues (for the 14th and 15th resolutions 2023/12/07 of the Shareholders’ Meeting of (17th resolution) 26 months 2026/02/06 - - 12/07/2023). (1) On the day of the Shareholders’ Meeting. 272 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Information regarding the share capital term of the delegation/ authorization date of granted to Use during Use during shareholders’ the General date of previous the fiscal year type of resolution meeting management expiration observation fiscal years 2023-2024 Delegation of authority to the General Management to increase the share capital by issuing common shares and/ or securities granting access to the share 2023/12/07 capital, within the limit of 10% of the share (18th resolution) 26 months 2026/02/06 - - capital(1), as consideration for contributions in kind of shares or securities giving access to the share capital. Delegation of authority to the General Management to increase the share capital by issuing common shares and/ or securities giving access to the share capital with waiver of pre-emptive subscription rights for the benefit of participants in a company savings plan 2023/12/07 in application of Articles L. 3332-18 et (19th resolution) 26 months 2026/02/06 - - seq. of the French Labor Code. Maximum of 3% of the amount of the share capital at the time of the decision of the General Management to perform this increase. (1) On the day of the Shareholders’ Meeting. 7.1.4 Potential share capital 7.1.4.1 summary table of dilutive instruments as of august 31, 2024 maximum number of shares maximum potential dilution dilutive instruments that may be issued (as % of share capital) FREE SHARES ALLOCATED 841,449 2.58% * Based on share capital of 32,630,114 shares. It is specified that there are no shares that do not represent the share capital, nor securities giving access to the share capital, nor options giving access to the share capital. 7.1.4.2 history of free share allocation plans 7 The free share allocation plans are presented in Section 5, Note 6.3. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 273 7 InformatIon on the Company and the share CapItal Shareholding structure 7.2 Shareholding structure 7.2.1 Analysis of share capital and voting rights At June 30, 2022 Voting rights exercisable at number theoretical shareholders’ of shares % voting rights % meetings % La Plaine SA(1) 7,268,839 22.28% 14,537,678 27.96% 14,537,678 28.25% Pierre et Benoît Bonduelle SAS(2) 3,270,881 10.02% 6,268,961 12.06% 6,268,961 12.18% Total Pierre et Benoît Bonduelle SAS 10,539,720 32.30% 20,806,639 40.01% 20,806,639 40.44% Other family Shareholders – Acting in concert(3) 5,203,390 15.95% 10,259,058 19.73% 10,259,058 19.94% Sub-total acting in concert 15,743,110 48.25% 31,065,697 59.74% 31,065,697 60.37% Other family Shareholders – Not acting in concert 2,372,536 7.27% 4,580,164 8.81% 4,580,164 8.90% Total family Shareholders 18,115,646 55.52% 35,645,861 68.55% 35,645,861 69.27% Total free float 12,349,623 37.85% 13,018,531 25.03% 13,018,531 25.30% Total employees(4) 1,619,818 4.96% 2,792,201 5.37% 2,792,201 5.43% Total treasury shares 545,027 1.67% 545,027 1.05% 0 0.00% TOTAL 32,630,114 100% 52,001,620 100% 51,456,593 100% (1) La Plaine SA is 53.33% controlled by Pierre et Benoît Bonduelle SAS, with the remainder held by family Shareholders, none of whom holds more than 5% of the share capital or voting rights. (2) Bonduelle SCA is a société en commandite par actions (French limited partnership with shares, or SCA). The General Partner is the SAS (French simplified joint stock company) Pierre et Benoît Bonduelle, whose shares are owned by family Shareholders. Pierre et Benoît Bonduelle SAS is the General Manager of Bonduelle SCA. (3) Signatories of the agreement for all shares held. (4) Article L. 225-102 of the French Commercial Code. At June 30, 2023 Voting rights exercisable at number theoretical shareholders’ of shares % voting rights % meetings % La Plaine SA(1) 7,268,839 22.28% 14,537,678 27.84% 14,537,678 28.17% Pierre et Benoît Bonduelle SAS(2) 3,270,881 10.02% 6,438,961 12.33% 6,438,961 12.48% Total Pierre et Benoît Bonduelle SAS 10,539,720 32.30% 20,976,639 40.17% 20,976,639 40.64% Other family Shareholders – Acting in concert(3) 5,337,107 16.36% 10,526,425 20.16% 10,526,425 20.39% Sub-total acting in concert 15,876,827 48.66% 31,503,064 60.32% 31,503,064 61.04% Other family Shareholders – Not acting in concert 2,245,453 6.88% 4,424,289 8.47% 4,424,289 8.57% Total family Shareholders 18,122,280 55.54% 35,927,353 68.80% 35,927,353 69.61% Total free float 12,106,249 37.10% 12,628,615 24.18% 12,628,615 24.47% Total employees(4) 1,792,016 5.49% 3,057,050 5.85% 3,057,050 5.92% Total treasury shares 609,569 1.87% 609,569 1.17% 0 0.00% TOTAL 32,630,114 100% 52,222,587 100% 51,613,018 100% (1) La Plaine SA is 53.33% controlled by Pierre et Benoît Bonduelle SAS, with the remainder held by family Shareholders, none of whom holds more than 5% of the share capital or voting rights. (2) Bonduelle SCA is a société en commandite par actions (French limited partnership with shares, or SCA). The General Partner is the SAS (French simplified joint stock company) Pierre et Benoît Bonduelle, whose shares are owned by family Shareholders. Pierre et Benoît Bonduelle SAS is the General Manager of Bonduelle SCA. (3) Signatories of the agreement for all shares held. (4) Article L. 225-102 of the French Commercial Code. 274 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Shareholding structure At June 30, 2024 Voting rights exercisable at number theoretical shareholders’ of shares % voting rights % meetings % Pierre et Benoît Bonduelle SAS(1) 7,147,374 21.90% 14,294,748 27.26% 14,294,748 27.57% Other family Shareholders – Acting in concert(2) 9,174,933 28.12% 18,048,153 34.42% 18,048,153 34.80% Sub-total acting in concert 16,322,307 50.02% 32,342,902 61.78% 32,342,901 62.37% Other family Shareholders – Not acting in concert 1,647,164 5.05% 3,277,192 6.25% 3,277,192 6.32% Total family Shareholders 17,969,471 55.07% 35,620,093 67.92% 35,620,093 68.69% Total free float 12,146,814 37.23% 12,892,187 24.58% 12,892,187 24.86% Total employees(3) 1,928,413 5.91% 3,342,800 6.37% 3,342,800 6.45% Total treasury shares 585,416 1.79% 585,416 1.12% 0 0.00% TOTAL 32,630,114 100% 52,440,496 100% 51,855,080 100% (1) Bonduelle SCA is a société en commandite par actions (French limited partnership with shares, or SCA). The General Partner is the SAS (French simplified joint stock company) Pierre et Benoît Bonduelle, whose shares are owned by family Shareholders. Pierre et Benoît Bonduelle SAS is the General Manager of Bonduelle SCA. (2) Signatories to the agreement for all shares held, and/or a lock-up commitment and/or natural persons who are members of the Bonduelle family and former Shareholders of La Plaine SA, a company absorbed by Bonduelle SCA. (3) Article L. 225-102 of the French Commercial Code. As far as the Company is aware, no other Shareholder currently In June 2024, the Company carried out an identification owns, directly or indirectly, solely or jointly, more than 5% of procedure for these bearer Shareholders, which identified the share capital or voting rights. No significant changes in the 15,500 bearer Shareholders, i.e. 99% of the bearer shareholding. Shareholder base took place between the end of the fiscal year Based on this survey and the Shareholders identified, 19.9% and the date this document was established. The Company is of the share capital is held by bearer Shareholders residing in controlled as described above. The measures taken to protect France and in the French overseas departments, regions or against abusive exercise of control are: communities and 14.7% of the share capital is held by bearer — the presence of independent directors on the Board of Shareholders residing abroad. When made by type of holder, Directors of Bonduelle SA (see Section 3.1.4); the analysis shows that 16.5% of the share capital is held by — the presence of independent members on the Supervisory individual bearer Shareholders and 18.9% of the share capital is Board of Bonduelle SCA (see Section 3.2.3); held by institutional investors. — the presence of specialized committees (see Section 3.3.2); — the existence of a substantial free float. 7.2.2 Stock exchange Code of Conduct In line with its values, the Bonduelle Group put in place governance rules many years ago, and in 2008 adopted the principles of the Afep-Medef Corporate Governance Code. In this area, and in line with the recommendations of the Autorité des marchés financiers (AMF), in September 2011 the group introduced a stock exchange Code of Ethics, which was updated in 2021 and is available at www. bonduelle.com. 7 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 275 7 InformatIon on the Company and the share CapItal Shareholding structure 7.2.3 Shareholders’ agreement, lock-up commitments and declarations shareholder agreements threshold crossings during the last three A first lock-up agreement was signed on May 26, 1998 by fiscal years 102 family Shareholders “with the purpose of creating a stable In a letter received on April 19, 2021, the simplified joint stock and long-lasting core shareholding”. Under this agreement, the company Pierre et Benoît Bonduelle SAS declared that signatories undertook to hold a portion of their shares for ten it had individually crossed above the threshold of 10% of years. This agreement expired on May 26, 2008. Bonduelle’s share capital on April 13, 2021 and individually A second agreement was entered into by 144 family Shareholders held 3,270,881 Bonduelle shares representing 5,690,073 voting with the purpose of stabilizing the volume of shares traded on rights, or 10.05% of the share capital and 11.09% of the voting the market, ensuring continuity in the Company’s management rights of this company. This threshold crossing is the result of an and maintaining the undertaking to cooperate in a partnership acquisition of Bonduelle shares on the market. On this occasion, and oversee its administration (affectio societatis) by the family the Bonduelle family Shareholders acting in concert did not shareholding group. This agreement was signed on March 27, cross any thresholds and held 15,955,994 Bonduelle shares 1998 for five years and has subsequently been renewed every representing 30,857,251 voting rights, i.e. 49.04% of the share year; each party to the agreement may withdraw from the capital and 60.12% of the voting rights of this company (AMF agreement one year prior. notice No. 221C0828 of April 20, 2021). A third agreement, canceling and replacing the previous This same letter included the following declaration of intent: agreements and with modifications made to certain provisions, “Pierre et Benoît Bonduelle SAS hereby declares: was set up on April 15, 2008 for an initial period of five years, renewable every year upon the expiration of that period. Each — the crossing of the threshold of 10% is due to the acquisition party may withdraw from the agreement one year prior to of shares by the company Pierre et Benoît Bonduelle SAS; each renewal date. The Autorité des marchés financiers (AMF) — this acquisition was financed through a loan contracted with considered that, under the provisions of this agreement, the historical partners at the rate of Euribor +1.1%; signatories were acting in concert (AMF notice No. 214C0595 of — please note that Pierre et Benoît Bonduelle SAS, the main April 17, 2014). Shareholder, is part of a group which, acting in concert, owns the majority of Bonduelle SCA’s voting rights; lock-up commitment — it is also specified that the company Pierre et Benoît As part of the merger of La Plaine SA by Bonduelle SCA, Bonduelle SAS intends to continue its purchases of shares to guarantee the stability of the family shareholding, the according to an undefined schedule and volume, subject, Shareholders of La Plaine SA unanimously committed to retain however, to favorable market conditions (continuation of a the Bonduelle shares received in connection with the merger. strategy implemented for several years now); Under the terms of a family Shareholders’ memorandum of — Pierre et Benoît Bonduelle SAS, acting in concert, does not understanding dated April 19, 2023, to which all La Plaine SA intend to modify its strategy in relation to Bonduelle SCA nor Shareholders signed up prior to the transaction, it is expected implement, within Bonduelle SCA, any one of the transactions that: referred to in Article 223-17 I, 6 of the AMF General Regulation. It should be noted that Bonduelle SCA has decided on the — the former Shareholders of La Plaine SA undertake to retain principle of a share capital increase by issuing a maximum the Bonduelle shares received as a result of the merger for a of 400,000 shares, i.e. 1.23% of the share capital with waiver period of 10 years from April 19, 2023; of pre-emptive subscription rights in favor of its agricultural — however, these Shareholders already have the option to sell partners (press release of February 22, 2021); their shares up to a limit of 10% of the number of shares they — Pierre et Benoît Bonduelle SAS is not party to the agreements hold per year, it being specified that in order to preserve the or instruments mentioned in point 4 and 4 bis of part I of family concert’s majority voting rights, the right to transfer is Article L. 233-9, nor to agreements for the temporary sale of subject to notification of the “protocol manager”, Pierre et the issuer’s shares and/or voting rights; Benoît Bonduelle SAS, which may, for a renewable 12-month period, freeze this option should the volume of sales — Pierre et Benoît Bonduelle SAS does not intend to request its jeopardize the maintenance of the family concert’s majority appointment or that of one or more persons as members of voting rights; the Supervisory Board of the issuer.” (AMF notice No. 221C0828 of April 20, 2021). — each of the Shareholders may freely transfer the shares to a company controlled by the seller, to another former Shareholder of La Plaine SA or to a direct descendant (AMF notice 223C1853). 276 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Shareholding structure In a letter received on January 4, 2023, supplemented in — Pierre et Benoît Bonduelle SAS, also General Partner and particular by a letter received on January 5, Natixis Investment General Manager of Bonduelle, intends to pursue its strategy Managers International, acting on behalf of the FCPE with regard to this company and is not considering any Bonduelle Valeurs, which it manages, declared, when settled, measures that could have an impact on it. In this respect, it that it had exceeded, on December 7, 2022, the threshold does not envisage any merger, reorganization or transfer of of 5% of Bonduelle’s voting rights and held, on that date, on a substantial part of Bonduelle’s assets. Nor does it intend to behalf of said fund, 1,443,694 Bonduelle shares representing modify the Company’s activity or the Articles of Association. 2,617,943 voting rights, i.e. 4.42% of the share capital and 5.01% It does not contemplate delisting its securities or issuing new of the voting rights of this company. This threshold crossing is securities; the result of an acquisition of Bonduelle shares on the market. It — Pierre et Benoît Bonduelle SAS is not party to any temporary specified that it held, as of January 5, 2023, on behalf of the said transfer agreement concerning the issuer’s shares or voting fund, 1,530,503 Bonduelle shares representing 2,704,752 voting rights, nor to any financial instrument mentioned in 4° and rights, i.e. 4.69% of the share capital and 5.18% of the voting 4° bis of I of Article L. 223-9 of the French Commercial Code; rights of this Company, based on share capital comprising 32,630,114 shares representing 52,225,611 voting rights, pursuant — Pierre et Benoît Bonduelle SAS is the General Manager of to the 2nd paragraph of Article 223-11 of the General Regulation Bonduelle. It does not intend to change this governance.” (AMF notice 223C0033). (AMF notice No. 223C2037 of December 12, 2023). threshold crossings during the fiscal year statement by the amf that there are no In a letter received on November 27, 2023, Natixis Investment grounds for a public offer in connection Managers International (43 avenue Pierre Mendès France, with the merger of la plaine sa 75013 Paris), acting on behalf of the FCPE Bonduelle Valeurs with Bonduelle sCa which it manages, declared that on November 22, 2023, it At its meeting of November 15, 2023, the AMF examined, in had crossed above the threshold of 5% of the share capital of respect of the provisions of Article 236-6 (paragraphs 1° and Bonduelle and held, on behalf of said fund, 1,632,615 Bonduelle 2°) of the General Regulations, the proposed Shareholder shares representing 2,805,600 voting rights, i.e. 5.003% of the reorganization whereby Bonduelle intends to absorb La share capital and 5.38% of the voting rights of this company. This Plaine SA by way of merger, and to amend the Articles of threshold crossing is the result of an acquisition of Bonduelle Association to enable the transfer of the rights of the General shares on the market (AMF notice 223C1929). Partner with, where applicable, the unanimous agreement of In a letter received on December 12, 2023, Pierre et Benoît the General Partners and the prior approval of the Extraordinary Bonduelle SAS declared that on December 7, 2023, it had Shareholders’ Meeting. directly crossed above the thresholds of 15% and 20% of the Bonduelle SCA is controlled by a concert of Bonduelle share capital and voting rights and 25% of the voting rights of family members (6th, 7th and 8th generations), which are Bonduelle SCA, and that it directly held 7,147,353 Bonduelle mainly structured within portfolio management companies, shares, representing 14,191,905 voting rights, i.e. 21.90% of the with certain individuals also being direct shareholders of share capital and 27.16% of the voting rights at the date of the Bonduelle SCA. Following the merger of La Plaine SA with declaration. This threshold crossing is the result of the merger of Bonduelle SCA and the capital reduction of Bonduelle SCA, La Plaine SA by Bonduelle SCA (AMF notice 223C2037). Bonduelle SCA will remain controlled by the Bonduelle family This same letter included the following declaration of intent: concert so that the family concert’s holding in share capital and “Pierre et Benoît Bonduelle SAS hereby declares: voting rights will remain unchanged from before the merger. — it should be noted that the threshold crossings covered To guarantee the stability of the family shareholding structure, by this declaration is the result of the merger (hereinafter the Shareholders of La Plaine SA have unanimously agreed to “the merger”) of La Plaine SA with Bonduelle SCA […]. The retain the Bonduelle SCA shares received in connection with the implementation of the merger did not require any specific merger (see “Lock-up commitment” above). financing. The costs relating to this transaction were financed Under these conditions, noting that under the terms of the 7 by equity; planned transactions, the control of Bonduelle SCA will not — Bonduelle SCA is controlled within the meaning of be modified, that no changes are planned in the Company’s Article L. 233-3 of the French Commercial Code by a family operational management and its dividend policy, that the acting in concert […] in which the companies Pierre and transactions will not affect the liquidity of Bonduelle shares, nor Benoît Bonduelle SAS and La Plaine SA participated. Pierre et the capital rights or voting rights of minority Shareholders, the Benoît Bonduelle SAS continues to participate in this concert AMF considered that said transactions, which were submitted with family members; for the approval of the Extraordinary Shareholders’ Meeting of Bonduelle SCA of December 7, 2023, would not harm the rights — in order to maintain a core family shareholding within and interests of the minority Shareholders of Bonduelle, so that the concert that controls Bonduelle, Pierre et Benoît there was no need, on the basis of Article 236-6 of the General Bonduelle SAS plans to acquire Bonduelle shares; Regulation, to implement a public offer by the Bonduelle family acting in concert for Bonduelle shares (AMF notice 223C1853). UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 277 7 InformatIon on the Company and the share CapItal Bonduelle share and dividend information 7.3 Bonduelle share and dividend information 7.3.1. Share price performance Change in the Bonduelle share price in relation to the CaC 40 and CaC mid & small indexes (base 100, July 2023) Bonduelle 120 CAC Mid & Small CAC 40 110 100 90 80 70 60 50 40 2023/ 10 /01 2023/ 11/ 01 2023/ 12 /01 2023/ 07/ 01 2023/ 09/01 2023/ 08/01 2024/ 01/ 01 2024/ 02/01 2024/ 03/ 01 2024/ 04/ 01 2024/ 06/30 2024/ 05/ 01 2024/ 06/01 Stock exchange data share price 2019-2020 2020-2021 2021-2022 2022-2023 2023-2024 High (in euros) 29.35 23.90 23.05 15.88 11.58 Low (in euros) 16.80 18.20 14.80 10.54 6.08 Last share price (in euros) 21.45 21.15 15.56 11.1 6.08 Market capitalization at June 30 (in millions of euros) 697.95 690.13 507.72 362.19 198.39 Average daily trading volume (in euros) 471,627 357,366 283,840 203,864 224,935 Stock Exchange: Euronext Paris Market segment: Euronext French stocks Type: Compartment B ISIN code: FR 0000063935 Reuters code: BOND.PA Bloomberg code: BON FP Shares outstanding: 32,630,114 Indexes: CAC Mid & Small, CAC All Shares, CAC Food Producers Eligible: Deferred Settlement Services (SRD) 278 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Treasury shares 7.3.2 Dividends The following dividends were paid during the previous five fiscal years: 2018-2019 2019-2020 2020-2021 2021-2022 2022-2023 2023-2024(1) Dividend per share (eligible for tax credit) (in euros) 0.50 0.40 0.45 0.30 0.25 0.20 Total dividends paid (in thousands of euros)(2) 16,269 13,015 14,684 9,789 8,158 6,526 (1) The dividend amount will be proposed to the Shareholders’ Meeting of December 5, 2024. (2) Including the amount of unpaid dividends on treasury shares allocated to retained earnings. The Company’s dividend policy is to pay out a limited proportion of its net income each year, so that it can finance its investments and external growth. 7.4 Treasury shares At August 31, 2024, 582,629 shares were held by the issuer itself, i.e. 1.79% of the share capital, representing a carrying amount of 10,095,767.27 euros and a par value of 1,019,600.75 euros. No shares were held by subsidiaries. 7 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 279 7 InformatIon on the Company and the share CapItal Description of the share repurchase program 7.5 Description of the share repurchase program In accordance with the provisions of Delegated Regulation No. 2016/1052 of March 8, 2016 supplementing European Regulation (EU) No. 596/2014 of the European Parliament and of the Council and with market practices by the Autorité des marchés financiers (AMF), this description describes the purposes and terms of the Company’s share repurchase program. This program will be submitted for the authorization of the Shareholders’ Meeting of December 5, 2024. The notice of the meeting will be published in the BALO no later than October 30, 2024. — Authorization of the program: Shareholders’ Meeting of — Objectives: December 5, 2024. • ensure secondary market trading or liquidity for Bonduelle — Securities involved: common shares. shares through an investment service provider on the basis — Maximum portion of the share capital that may be of a liquidity contract compliant with regulatory practice, it repurchased under the authorization: 10% (or 3,263,011 shares being specified that in this context, the number of shares at the present date), it being specified that this limit shall used in calculating the aforementioned limit is the number be evaluated on the repurchase date to reflect any capital of shares purchased less the number of shares resold; increases or decreases during the term of the program. The • hold the shares purchased and subsequently deliver them number of shares taken into account for the calculation of this for exchange or payment in the context of any merger, spin- limit corresponds to the number of shares purchased, less the off, contribution or external growth transactions; number of shares sold under the liquidity contract during the program. • cover share purchase option plans and/or free share plans (or similar plans) for the benefit of the group’s employees As the Company may not hold more than 10% of its own share and/or Corporate Officers, including Economic Interest capital and the number of shares already held amounted to Groupings and related companies, as well as all share 582,629 or 1.79% of the share capital as of August 31, 2024, allocations under a company or group savings plan (or the maximum number of shares that may be purchased is similar plan), in respect of profit-sharing and/or all other 2,680,382 (i.e. 8.21% of the share capital), subject to the sale or forms of share allocation to employees and/or Corporate cancellation of shares already held. Officers of the group, including Economic Interest — Maximum purchase price: 60 euros. Groupings and related companies; — Maximum program amount: 195,780,660 euros. • provide coverage for securities giving rights to allocations of Company shares in accordance with applicable regulations; — Methods used: these share purchases may be made using all available methods, including block purchases, and at such • to cancel any shares acquired, in accordance with the times as the General Management chooses. authorization granted or to be granted by the Extraordinary Shareholders’ Meeting. The Company reserves the right to use options or derivative instruments in accordance with all applicable regulations. — Term of the program: 18 months from the Shareholders’ Meeting of December 5, 2024, i.e. until June 4, 2026. The General Management will be given full powers to repurchase shares, decide on the terms and conditions, enter into any agreements and complete all necessary formalities, For any information: subject to the approval of the Shareholders’ Meeting of finance@bonduelle.com December 5, 2024. Phone: +33 (0)3 20 43 60 60 280 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information about the Company 7.6 General information about the Company Legal name Fiscal year (Article 24 of the Articles of Association) Bonduelle From July 1 to June 30 each year. Registered office Mission and purpose “La Woestyne” (Article 2 of the Articles of Association) 59173 – Renescure (France) Phone: +33 (0)3 28 42 60 60 The Company is incorporated in the common interest of the Website: www.bonduelle.com(1) Shareholders. The Company is managed in its social interest, taking into consideration the social, societal and environmental issues Administrative head office inherent in its activity. Rue Nicolas Appert mission BP 30173 The Company’s mission is to “inspire the transition toward a plant-rich diet to contribute to people’s well-being and planet 59653 – Villeneuve d’Ascq (France) health”. The Company also intends to generate a significant positive Legal form social, societal and environmental impact in the performance of its activities. As part of this approach, the General Manager(s) undertake(s) to Bonduelle is a société en commandite par actions (French take into consideration (i) the social, societal and environmental limited partnership with shares), governed by the French consequences of decisions on all of the Company’s stakeholders, Commercial Code. and (ii) the consequences of decisions on the environment. Date of incorporation and term purpose (Article 5 of the Articles of Association) In line with the Company’s mission, the Company’s purpose is, in France and in all countries: — owning and managing securities and ownership rights issued The Company was established on January 19, 1972 in France for by any French or foreign company; a period of 99 years expiring on January 18, 2071, except in the event of early liquidation or extension. — all agricultural, financial and industrial investments; — managing companies; and 7 Corporate registration numbers — more generally, entering into any transactions that may contribute to its development. The Company may enter into any transaction compatible with, The Company is registered with the Dunkerque Commercial related to and/or contributing to the above purpose as well as and Companies Register under number 447 250 044. with these Articles of Association. NAF code: 6420 Z LEI code: 969500QVHHN3NNVYRE94 (1) The information on the websites referred to in the hypertext links in this universal registration document, with the exception of those incorporated by reference, does not form part of this universal registration document. As such, this information has not been reviewed or approved by the AMF. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 281 7 InformatIon on the Company and the share CapItal General information about the Company Corporate documents concerning Double voting rights the last three fiscal years (established by the Combined Ordinary and Extraordinary Shareholders’ Meeting The Articles of Association, financial statements and reports, minutes of Shareholders’ Meetings and other corporate documents are of October 24, 1997 in its 10th resolution – available at the Company’s registered and administrative head offices. Article 12 of the Articles of Association) During this document’s period of validity, the following documents may be consulted on the Company’s website (www. Holders of fully paid-up shares registered in the name of the bonduelle.com): holder for more than three years shall be entitled to double voting rights. Double voting rights shall apply at all Ordinary and — the latest version of the Articles of Association; Extraordinary Shareholders’ Meetings. — the Supervisory Board’s rules of procedure; The legal provisions concerning double voting rights are set out — annual and interim financial reports. below: — in the event of a capital increase through the incorporation of reserves, profits or additional paid-in capital, the double Shareholders’ Meetings voting right shall be attributed from the date of issue to (Article 23 of the Articles of Association) registered free shares allocated to a Shareholder as a result of their ownership of existing shares that are already entitled Shareholders’ Meetings are called according to the legally to double voting rights. (Article L. 225-123 paragraph 2 of the prescribed conditions. French Commercial Code); Shareholders’ Meetings are to be held at the Company’s — any share converted into a bearer share or whose ownership is registered office, or any other place mentioned in the notice transferred loses the double voting rights assigned in application convening the Shareholders’ Meeting. of Articles L. 225-123 and L. 22-10-46 of the French Commercial Code. However, the transfer of assets between spouses or inter The right to participate in Shareholders’ Meetings is dependent vivos gifts to a spouse or relative whose degree of relationship on the registration of the securities under the terms and is sufficiently close, does not result in the loss of entitlement conditions established by applicable regulations. to the right acquired and does not interrupt the qualification Any persons invited by the General Management or by the Chairman period mentioned in the first paragraph of Article L. 225-123 of the Supervisory Board are also allowed to attend meetings. and Article L. 22-10-46 of the French Commercial Code. Unless otherwise stipulated in the Company’s Articles of Association, The General Partner is represented by one of its legal the same shall apply to the assignment of double voting rights representatives or by any person, who may or may not be a in the event of a transfer following a merger or spin-off involving Shareholder, mandated by one of the latter. a Shareholder company (Article L. 225-124 paragraph 1 of the Shareholders who take part in meetings through video French Commercial Code). conferencing or other telecommunications media enabling The merger or spin-off of the Company shall have no effect their identification and permitted under the conditions on the double voting rights that may be exercised within the stipulated by applicable laws and regulations shall be beneficiary company or companies, if they benefit from it considered to be present in the calculation of the quorum and (Article L. 225-124 paragraph 2 of the French Commercial Code). majority, provided the General Management elects to use such means of participation prior to sending the notice convening the Shareholders’ Meeting. Distribution of voting rights Meetings are presided over by the Chairman of the Supervisory Board or, if the latter is not available, the Vice Chairman of the Supervisory between usufructuary and Board or, if the latter is not available, by the General Management. bare owner Ordinary and Extraordinary Shareholders’ Meetings ruling under (Article 12 of the Articles of Association) the conditions prescribed by law, exercise their functions in accordance with the law. The Articles of Association currently provide that, unless there is an agreement notified to the Company, where there is a separation of Except for the appointment and dismissal of members of the ownership rights, voting rights shall belong to the bare owner, except Supervisory Board, the appointment and dismissal of Statutory in the case of collective decisions relating to the appropriation of Auditors and the approval of regulated agreements, no decision income, when voting rights shall belong to the usufructuary. of the meetings will be valid unless it is approved in writing by the General Partner no later than the end of the Shareholders’ However, holders of shares where there is a separation of Meeting that approved said decision. ownership rights may agree between themselves how to assign the voting rights for Shareholders’ Meetings. In this event, The Company’s General Management has full powers to record they must make their agreement known to the Company by such approval, and shall append the document manifesting certified letter with return receipt sent to the registered office such approval to the minutes of the meeting in question. 282 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information about the Company and addressed to the General Management. The Company shall relationships between partners be required to respect this agreement for all collective decisions made after one month has elapsed following the initial Insofar as relationships between the Company’s partners presentation of the certified letter with return receipt, with the are concerned, the General Management has full powers to postmark being taken as proof of the date of initial presentation. take all managerial actions in the interest of the Company and in compliance with the powers granted by the Articles Notwithstanding the provisions set out above, the bare of Association to the General Partner in the Article entitled owner has the right to participate in all collective decisions of “Responsibilities and powers of the General Partner” and to Shareholders. the Supervisory Board in the Article entitled “Powers of the Supervisory Board”. General Management delegations (Article 15 of the Articles of Association) The General Management may grant, at its sole discretion, all delegations of powers that it deems necessary for the proper The Company is managed and administrated by one or more running of the Company and the group. General Managers, who may be General Partners or not affiliated with the Company. If there is more than one General Manager, With the approval of the General Partner, it may grant general all provisions of the present Articles of Association concerning limited or unlimited powers to one or more of the Company’s the “General Manager” shall be applicable to each of them, Managers, who are then given the title of Chief Executive Officer. acting as a group or separately. The General Manager may be a natural person or a legal entity, including the General Partner itself. Provisions relating to a change General Managers who are a natural person are appointed in control for a period of three years, expiring at the end of the annual Ordinary Shareholders’ Meeting called to approve the financial Please note that items that may have an impact in the event statements for the second fiscal year following the one during of a public takeover offer are described in Chapter 3.5 of this which the General Manager was appointed. General Managers universal registration document. who are a legal entity are appointed for an indefinite period. It is specified that Article 18.1 of the Articles of Association During the term of the Company, the General Partner has sole provides that the shares of a General Partner may only be authority to appoint the General Manager(s). transferred, where applicable, with the unanimous agreement of The General Manager’s functions shall end subsequent to his/ the General Partners and the prior approval of the Extraordinary her/its death, permanent disability, interdiction, court-ordered Shareholders’ Meeting of the Company’s Shareholders. The reorganization or liquidation, dismissal or resignation, or on his/ beneficiary of the transfer thus authorized takes on the role her 75th birthday. of General Partner and acquires the rights and obligations of his, her or its predecessor and his, her or its name or company The Company shall not be dissolved in the event that the name, as the case may be, is set out in Article 1 of the Articles of functions of a General Manager are terminated, regardless of Association. the reason. Any General Manager wishing to resign must provide the General Partner and the Supervisory Board with at least six months’ prior Control mechanism provided notice, by certified mail, unless the General Partner authorizes a shorter period after evaluating the reasoned opinion of the for in the employee share Supervisory Board. ownership system The General Partner is responsible for ordering the dismissal of any General Manager. The Bonduelle Group has a group savings plan set up in French 7 and foreign subsidiaries. A Supervisory Board has been set up and is composed of eighteen members, including nine members General Management powers who are Shareholders (including two representing foreign Shareholders) and nine members from the management of (Article 16 of the Articles of Association) group companies (including two representing the management of foreign companies). relationships with third parties The General Management has full powers to act in the Company’s name under any circumstances. It exercises these powers within the limits of the Company’s corporate purpose and any powers granted explicitly by law to the Supervisory Board and to the Shareholders’ Meeting. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 283 7 InformatIon on the Company and the share CapItal General information about the Company Important events or developments in the Company 1853-1926 1975-1984 origins: birth of a legend period of expansion: beyond picardie The Company was founded by two individuals: Louis Bonduelle- Bonduelle embarked on a business development drive that Dalle (1802-1880) and Louis Lesaffre-Roussel (1802-1869). Both took it to the southwest of France, the Oise department north of came from farming families in the Nord department of France. Paris and then Belgium. In 1853, the two men decided to build a grain and juniper This geographical expansion led the Company to invest in two distillery in Marquette-lez-Lille. new sectors: corn and mushrooms. In 1862, they bought a farm in Renescure (France) which they In 1980, Bonduelle acquired Marie-Thumas, the largest converted into a grain alcohol distillery. vegetable canning company in Belgium and a leading brand in this market for 100 years. 1926-1946 In 1983, its production capacity was optimized: 350,000 tons of canned vegetables and 9,000 tons of frozen vegetables. Its Canning business takes off position as European leader in processed vegetables is very secure! In 1926, they installed their first pea sheller and autoclaves in the family farm at Woestyne. Bonduelle started canning 20 hectares of peas, corresponding 1985-1993 to annual production of approximately 120 tons. Conquering europe In 1936, they expanded the farm to 230 hectares, and the canning plant also grew considerably. Creation of subsidiaries in Spain (1986) and Portugal (1988). At the end of 1989, Bonduelle acquired Cassegrain. 1947-1962 The group started expanding into Eastern Europe, marketing its products in the former East Germany, the Czech Republic and, from cottage industry to thriving industry: beginning in 1992, Poland. a brand attentive to consumer needs In 1986, the Renescure (France) and Bordères (France) Business recovered quickly after the war. It broke away from the production facilities obtained ISO 9002 certification, followed sales network of La Rochefortaise, which had been marketing its soon after by the group’s other production facilities. products until then, and launched its own brand. In 1957, Bonduelle decided to can a mixture of peas and carrots. 1994-1999 This was a first for the canning industry, and established the Company’s commercial success. Growth within and beyond europe, the group’s third business line: fresh foods, and its initial 1963-1974 public offering In 1995, the brand adopted a new visual identity as a symbol of sharp expansion renewal: a shining sun and a band of greenery that conjured up nature, pleasure, and well-being. In 1968, advances in technology enabled the Company to freeze vegetables, a development which would become a great Bonduelle opened a sales subsidiary in Brazil in 1994, then success. another in Argentina in 1996 and began its development in Russia. In the late 1960s and early 1970s, several European subsidiaries were created: in Germany (1969), Italy (1972) and the United Further technological advances enabled Bonduelle to develop Kingdom (1973). Subsidiaries in other countries soon followed. its expertise in the fresh processed vegetables segment. It acquired a majority stake in Salade Minute. By 1973, more than half of Bonduelle’s sales was generated outside France. In 1998, the Bonduelle brand expanded into the fresh foods market in France and signed a partnership agreement with Cielo e Campo, Italy’s number two in the fresh-cut range. In June 1999, Bonduelle’s fresh-cut vegetables appeared on Italian supermarket shelves. In the spring of 1998, the group was listed on the Second Marché of the Paris Stock Exchange. 284 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information about the Company In November 1999, Bonduelle took part in the vegetable canning 2009-2010 industry consolidation in France by acquiring the assets of Avril/ Cirio France (French private labels). Bonduelle, european leader in processed mushrooms During this period, the group acquired the France Champignon To develop its image, in October 1999, Bonduelle decided to Group, Europe’s leading producer of processed mushrooms enter the world of sailing, a world with values in line with those of (sales of around 200 million euros). Bonduelle: naturalness, well-being, technology and dynamism. It announced that it was building a multihull boat and chose France Champignon produces and sells mushrooms in all the Breton skipper Jean Le Cam for this venture. formats (canned, fresh, pasteurized and dehydrated) and of all kinds (white mushrooms and wild mushrooms) in Europe. 2000 to 2012 2010-2011 operations in Brazil Growth and continued expansion Industrial operations and commercial development in Brazil 2000 The group has had a presence in Brazil since the mid-1990s, in — Organization of the group into a federation of subsidiaries; both canned and frozen vegetables, mainly through the use of imported products, and enjoys good market shares and strong — Takeover of Cielo e Campo (fresh foods, Italy), already a partner recognition. since 1998; The industrial operations in Brazil, which began in — Creation of Bonduelle Frische (fresh foods, Germany). September 2010, include the construction of a canning plant 2001 (primarily for peas and corn) in the Brasilia region. This region — Merger of Cielo e Campo/Ortobell (Italian fresh foods market enjoys clement weather conditions that greatly extend the leader), which contributed its two plants in San Paolo d’Argon annual growing period, thereby reducing capital requirements (Bergamo – Italy) and Battipaglia (Salerno – Italy), which was (production facilities and inventory carrying costs). under construction. Marketing of local products commenced in November 2010, 2003 with production having begun in September 2010. — Acquisition of Vita, the market leader in fresh-cut vegetables 2011-2012 in Germany and its plants at Reutlingen and Wanzleben; three acquisitions that will enhance the group’s — 150th anniversary; international scope — Acquisition of the Békéscsaba plant in Hungary; In the second half of the 2011-2012 fiscal year, the group announced three acquisitions, in Hungary, Russia and the — Acquisition of Michel Caugant – Creation of a sixth subsidiary; United States. — Sports sponsorship: launch of the program to build a single- In Hungary and Russia, the acquisitions of production assets hull boat and participation in the Vendée Globe Challenge from Kelet-Food and the commercial and agro-industrial assets in 2004. of Cecab secured the supply of high-growth markets in Central 2004 and Eastern Europe, by strengthening the group’s commercial — The Novotitarovskaya plant opens in Russia. presence in these regions. 2006-2007 In the United States, the acquisition of the Allens frozen business enabled the subsidiary Bonduelle North America to expand Conquering north america its presence in the country, and to become a key player in the In June 2006, the Bonduelle Group acquired a minority frozen food sector in North America. shareholding in Aliments Carrière, the leading producer of canned and frozen vegetables in Canada. 2007-2008 7 On July 12, 2007, the Bonduelle Group took full control of the leading producer of canned and frozen vegetables in Canada. This acquisition has enabled the Bonduelle Group to operate in North America on a long-term basis. 2008-2009 In November 2008, Bonduelle acquired La Corbeille, a Belgian producer and distributor of canned vegetables that focuses on the private label sector in Northern Europe. UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 285 7 InformatIon on the Company and the share CapItal General information about the Company 2012 to today 2018-2019 ongoing international expansion VegeGo! an ambition for 2025 In a commercially demanding environment, and despite 2012 saw Bonduelle initiate a new phase in its development unfavorable climate conditions, the Bonduelle Group recorded to define a vision for the group to 2025. An approach involving a stable performance that constituted an all-time high for the family Shareholders, members of the Executive Committee, Company and continued its expansion in North America and 300 Managers and experts from outside the group, led to the Russia via three acquisitions. launch of the VegeGo! project at the end of 2012. Bonduelle confirmed its societal commitment by publishing its Visionary and unifying transformation plan, VegeGo! aims to manifesto and committing to B Corp certification. make the Bonduelle Group “the world reference in well-living through plant-rich food”, fully assuming its responsibilities 2019-2020 towards its Shareholders, employees, partners, customers and an exceptional context the environment. In an exceptional context due to the global health crisis caused Organized since 2013 in business units, each dedicated to a by COVID-19, the Bonduelle Group demonstrated its resilience technology/geographic region pairing, the group promotes and preserved its results despite contrasting situations and autonomous and flexible operational entities that are consequences in its segments and distribution channels, responsible for executing its development strategy. while maintaining all its sites operating around the world and 2012-2016 employment for all of its employees. The group is also pursued its drive towards B Corp certification all-time high activity and profitability by 2025 and announced the seven objectives of The B! Pact. Now operating on an international scale with one-third of its sales in France, one-third in Europe outside France and one- 2020-2021 third outside Europe, Bonduelle celebrated its 160th year in the a global environment under health constraints agro-industrial business in 2012-2013, and its 15th year on the In an unstable environment linked to the health crisis and its financial markets. In 2014-2015, the group achieved a historic multiple waves, the Bonduelle Group recorded another year of high in sales and current operating income, a record that it growth in its business and maintained its profitability. surpassed in 2015-2016 at constant exchange rates. Despite this context, the group pursued its strategy of sustainable 2016-2017 growth with a positive impact, reflected in its mission: “To a key milestone toward VegeGo! inspire the transition toward a plant-rich diet to contribute to In March 2017, Bonduelle acquired the US leader in snacking people’s well-being and planet health”, in the group’s Articles salads, Ready Pac Foods, creating a fifth business unit named of Association, and by the launch of the “INSPIRE” corporate Bonduelle Fresh Americas. This activity is experiencing strong project (a continuation of VegeGo!). growth, strengthening the group’s international presence and 2021-2022 is economical in resources. As such, it transformed the group’s profile, making the United States the country with the largest a strategic year in a disrupted context activity and ready-to-use fresh vegetables the group’s leading In an unstable geopolitical context that led to a hyper-inflationary activity. environment, the Bonduelle Group once again recorded growth in its activity. The group crossed the symbolic threshold of 2 billion euros in sales during the fiscal year. It was in this environment that the Bonduelle Group launched a strategic review of its long-life activities in North America, which In 2017, Bonduelle is celebrating the 70th anniversary of its brand, led to the capital opening of its BALL business unit and resulted now present in over 100 countries. in the group becoming a non-controlling Shareholder with a 2017-2018 35% stake. In addition, the Bonduelle Group has made progress in its transformation plan under the “INSPIRE” program. an all-time high, 20 years of being publicly traded and a new governance structure With the acquisition of Ready Pac Foods (now Bonduelle Fresh Americas), the Bonduelle Group celebrated 20 years of being publicly traded on the Paris Stock Exchange, with sales and profitability both at an all-time high. In early 2018, the group held a meeting with its 1,300 Managers and announced that the roles of Chairman and Chief Executive Officer would be split to make the governance structure more commensurate with the group’s size and challenges. The focus would be on ensuring a seamless management transition. The new governance structure came into effect on July 1, 2018. 286 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION General information about the Company 2022-2023 2023-2024 170 years of the Bonduelle Group positive impact: 80% of Bonduelle Group sales B Corp During fiscal year 2022-2023, the Bonduelle Group celebrated certified its 170th anniversary. Unveiled in 2018, Bonduelle aims to become a 100% B Corp In an environment still heavily impacted by the unstable certified positive impact company by 2025. This ambition means geopolitical context and hyper-inflation, the ability to pass on that each of the Bonduelle Group’s entities will individually sales prices has enabled the Bonduelle Group to maintain or obtain certification by then. even improve its current operating profitability in certain regions. In 2022-2023, Bonduelle Fresh Americas and Bonduelle Italy In addition, 2022-2023 confirmed the objective of B Corp obtained the certification. certification with the first certifications obtained in the United Since 2023-2024, Bonduelle has also been B Corp certified in States and Italy. France, Germany, Austria, Denmark, Belgium, the Netherlands, During this complex year, the Bonduelle Group strengthened Portugal and Spain. its financial structure by extending the maturity its 400 million As a result, more than 80% of the group’s sales are now certified euros green RCF until 2028, with two one-year extension options. B Corp. This transaction once again underlines the trust and support of its financial partners. Xavier Unkovic was appointed Chief Executive Officer of the Bonduelle Group effective June 1, 2023. In a demanding environment, Xavier Unkovic is tasked with leading the next stage of Bonduelle’s profitable development. 7 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 287 288 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 Additional information 8.1 Person responsible for the universal registration document and the annual financial report 290 8.1.1 Person responsible for the information 290 8.1.2 Declaration by the person responsible 290 8.2 Statutory Auditors 291 8.3 Documents available to Shareholders and the public 292 8.3.1 Contact 292 8.3.2 Provisional financial reporting schedule 292 8.4 Cross-reference tables 293 8.4.1 2023‑2024 universal registration document (URD) cross‑reference table 293 8.4.2 Annual financial report cross‑reference table 296 8.4.3 Management report cross‑reference table 297 8.4.4 Corporate governance report cross‑reference table 299 8 FOR MORE INFORMATION, PLEASE VISIT: BONDUELLE.COM UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 289 8 ADDitiONAL iNfOrmAtiON Person responsible for the universal registration document and the annual financial report 8.1 Person responsible for the universal registration document and the annual financial report 8.1.1 Person responsible for the information General Management: The company “Pierre et Benoît Bonduelle SAS”, whose registered office is at “La Woestyne” – Renescure (59173), France, represented by its legal representative, Félix Bonduelle. 8.1.2 Declaration by the person responsible I hereby declare that the information contained in this universal presents a true and fair view of trends in the sales, earnings and registration document is, to the best of my knowledge, accurate financial position of the Company and all companies included and does not include any omissions that would change its within its scope of consolidation, and describes the primary risks meaning. and uncertainties to which they are exposed. I hereby declare that, to the best of my knowledge, the financial statements have been prepared in compliance with all October 18, 2024 applicable accounting standards and provide a true and fair view of the assets, financial position and earnings of the Company and General Management all entities included within its scope of consolidation, and that PierreetBenoîtBonduelle SAS the management report that it contains, the various sections of which are set out in the cross‑reference table in Section 8.4.3, Represented by its legal representative, Félix Bonduelle 290 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Statutory Auditors 8.2 Statutory Auditors French law requires a permanent legal control by two Bonduelle SCA’s Statutory Auditors are: Independent Statutory Auditors. The main objective of this audit forvis mazars is to check that the financial statements are consistent, accurate and present a fair view. Represented by Jean‑Maurice El Nouchi, 61 rue Henri Regnault ‑ 92400 Courbevoie (France) The Statutory Auditors are appointed by the Ordinary Shareholders’ Meeting for a renewable period of six fiscal years. Deloitte & Associés Represented by Edouard Lhomme, 78 rue de la Chaude Rivière ‑ 59800 Lille (France) The two Statutory Auditors are legally and financially independent from each other. The term of the Statutory Auditors appointed by the Combined Ordinary and Extraordinary Shareholders’ Meeting of December 6, 2018 will expire at the Ordinary Shareholders’ Meeting to be held in 2024 to approve the financial statements for the fiscal year ending June 30, 2024. 8 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 291 8 ADDitiONAL iNfOrmAtiON Documents available to Shareholders and the public 8.3 Documents available to Shareholders and the public The Bonduelle Group provides its Shareholders and the general public with several sources of information: 8.3.2 Provisional financial — the website www.bonduelle.com, which presents all the reporting schedule Company’s news throughout the year and explains the strategy and organization. It also includes an area dedicated to financial information, the “Investors” area; for the fiscal year 2023‑2024 — the universal registration document, published in French and 2024/12/05 Annual Shareholders’ Meeting English, comments on the events that marked the fiscal year, explains the group’s strategy, presents the business and all for the fiscal year 2024‑2025 the annual financial statements. It also includes the corporate social responsibility report. This is available in the “Investors” 2024/11/07 First quarter sales area of www.bonduelle.com. 2025/02/04 First half sales The group’s management also meets with investors at group 2025/03/05 First half results – meetings and individual presentations, both in France and The embargo period* will start abroad. on 2025/02/18 A detailed presentation of the group is available on its website. 2025/03/06 Information meeting 2025/05/06 Third quarter sales 8.3.1 Contact 2025/08/01 Annual sales 2025/09/26 Annual results – Bonduelle Group The embargo period* will start Finance Department on 2025/09/11 Rue Nicolas Appert – BP 30173 2025/09/29 Information meeting 59653 Villeneuve d’Ascq Cedex France 2025/12/04 Annual Shareholders’ Meeting Phone: +33 (0)3 20 43 60 60 Fax: +33 (0)3 20 43 60 00 * In accordance with the recommendations of the Autorité des Email: finance@bonduelle.com marchés financiers (AMF), a decision was taken to introduce an embargo period: a period of 15 calendar days preceding the Find out more: www.bonduelle.com annual and half‑yearly results during which no new information on Bonduelle’s business and results will be disclosed to financial analysts and investors. 292 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Cross-reference tables 8.4 Cross-reference tables 8.4.1 2023-2024 universal registration document (URD) cross-reference table The cross‑reference table below identifies the information required by Annexes 1 and 2 of Delegated Regulation (EC) No. 2019/980 of March 14, 2019 regarding the structure of URDs. Headings Page No. Chapter 1. Persons responsible, third‑party information, experts’ reports and competentauthorityapproval 1.1 Identity of persons responsible 290 8 1.2 Declaration by the persons responsible 290 8 1.3 Experts’ statements N/A N/A 1.4 Confirmation of information sourced from a third party N/A N/A 1.5 Statement regarding the filing of the document 1 - 2. StatutoryAuditors 291 8 3. risk factors 164 4 4. information about Bonduelle 281 7 5. Business overview 5.1 Main activities 5.1.1 Nature of operations and principal activities 6; 11-17; 156-157 1; 4 5.1.2 New products and services 157 4 5.2 Main markets 6; 9-10 1 5.3 Important events 8-17; 156-162; 191; 249 1; 4; 5; 6 5.4 Strategy and objectives 8; 11-13; 20-115 1; 2 5.5 Dependence on patents, licenses, industrial, commercial or financial 12-13; 157; 174; 178; 1; 4; 5 contracts or manufacturing processes 227-228 5.6 Competitive position 12-13 1 5.7 Investments 5.7.1 Material investments made 7; 12-13; 157 1; 4 5.7.2 Material investments in progress or firm commitments N/A N/A 5.7.3 Joint ventures and significant shareholdings 236-237; 259 5; 6 5.7.4 Environmental issues that may affect the use of property, plant 38-95; 105 2 and equipment 6. Organizational structure 6.1 Brief description of the group 6-13; 105; 156-162 1; 2; 4 6.2 List of significant subsidiaries 236-237 5 7. Operatingandfinancialreview 7.1 Financial position 7.1.1 Review of the performance of the issuer’s business and its financial position 6-13; 105; 156-162; 1; 2; 4; 5; 6 including financial and, where appropriate, extra‑financial key performance 210-214; 246-247 indicators 7.1.2 Future development forecasts and research and development activities 8; 12-13; 25-37; 159-160 1; 2; 4 7.2 Operating results 7.2.1 Significant factors, unusual or infrequent events or new developments 156-162 4 8 7.2.2 Reasons for material changes in net sales or revenues 156-162 4 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 293 8 ADDitiONAL iNfOrmAtiON Cross-reference tables Headings Page No. Chapter 8. Cash and capital resources 8.1 Information concerning capital resources 158 4 8.2 Cash flows 188; 248 5; 6 8.3 Financing requirements and funding structure 158; 203-214 4; 5 8.4 Restrictions on the use of capital resources N/A N/A 8.5 Anticipated sources of funding 158; 203-214 4; 5 9. regulatory environment 9.1 Description of the regulatory environment that may affect the issuer’s business 165-166; 173; 178 4 10. trend information 10.1 Description of the most significant trends and changes in the group’s financial performance since the end of the last fiscal year 159; 235 4; 5 10.2 Events likely to have a material effect on the issuer’s outlook 8; 159 1; 4 11. Profitforecastsorestimates 11.1 Reported profit forecasts or estimates 159 4 11.2 Statement setting out the principal forecast assumptions N/A N/A 11.3 Statement of comparability with historical financial information and consistency with accounting policies N/A N/A 12. Administrative, management and supervisory bodies and Executive management 12.1 Information on members of the administrative, management or supervisory bodies and Executive Management 8; 120-123 1; 3 12.2 Conflicts of interest 135 3 13. Compensationandbenefits 142-151; 205-206; 13.1 Compensation paid and benefits in kind 234-235 3; 5 196-197; 205-206; 13.2 Provisions for pensions, retirement and similar benefits 234-235 5 14. Board practices 14.1 Expiration date of current terms of office 132 3 14.2 Service contracts 135 3 14.3 Committees 24; 120; 124-132; 138-142 2; 3 14.4 Statement of compliance with applicable corporate governance regime 137 3 14.5 Potential future changes to the corporate governance 124 3 15. Employees 15.1 Breakdown of employees 6; 12-13; 77-83 1; 2 15.2 Shareholdings and stock options 161-162; 207; 258; 273 4; 5; 6; 7 15.3 Arrangements for involving employees in the issuer’s capital 283 7 16. MainShareholders 16.1 Breakdown of share capital 118; 274-275 3; 7 16.2 Existence of different voting rights 276 7 16.3 Direct and indirect control of the issuer 118; 274-275 3; 7 16.4 Shareholder agreement 276-277 7 17. related‑party transactions 135 3 294 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Cross-reference tables Headings Page No. Chapter 18. financial information concerning the issuer’s assets and liabilities, financialpositionandprofitsandlosses 1; 186-242; 18.1 Historical financial information 246-248; 260 -; 5; 6 18.1.1 Audited historical financial information for the last three fiscal years and audit report 1; 186-188; 246-248; 260 -; 5; 6 18.1.2 Change of accounting reference date N/A N/A 18.1.3 Accounting standards 191-199; 249-250 5; 6 18.1.4 Accounting framework 191; 249-250 5; 6 18.1.5 Balance sheet, income statement, statement of changes in equity, cash flow statement, accounting policies and explanatory notes 186-237; 246-260 5; 6 18.1.6 Consolidated financial statements 186-237 5 18.1.7 Date of the latest financial information 292 8 18.2 Interim and other financial information N/A N/A 18.2.1 Reported quarterly or half‑yearly financial information 292 8 18.3 Audit of historical annual financial information 1; 238-242; 261-266 -; 5; 6 18.4 Pro forma financial information N/A N/A 18.5 Dividend policy 18.5.1 Description of dividend distribution policy and any applicable restrictions 279 7 137; 161; 177; 209; 18.5.2 Amount of dividend per share 260; 279 3; 4; 5; 6; 7 18.6 Administrative, legal and arbitration proceedings 178; 231 4; 5 19. Additional information 19.1 Information on share capital 19.1.1 Amount of issued capital, number of shares issued and fully paid‑up and par value per share, authorized number of shares 270 7 19.1.2 Information relating to shares not representing capital 273 7 118; 161; 178; 19.1.3 Number, carrying amount and par value of shares held by the issuer 189; 279 3; 4; 5; 7 19.1.4 Convertible or exchangeable securities or securities with warrants 273 7 19.1.5 Terms of any vesting rights and/or obligations 207 5 19.1.6 Options and agreements 207 5 19.1.7 History of share capital 270 7 19.2 Memorandum and Articles of Association 19.2.1 Register and corporate purpose 1; 281 -; 7 19.2.2 Rights, preferences and restrictions attached to each class of shares 282 7 19.2.3 Provisions that would have an effect of delaying, deferring or preventing a change in control 283 7 20. material contracts N/A N/A 21. Documents available 292 8 8 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 295 8 ADDitiONAL iNfOrmAtiON Cross-reference tables 8.4.2 Annual financial report cross-reference table This URD incorporates the information from the annual financial report referred to in Article L. 451‑1‑2 of the French Monetary and Financial Code and Articles 222‑3 and 222‑9 of the General Regulation of the AMF. In this URD, the cross‑reference table below identifies the information that forms part of the annual financial report. Headings Page No. Chapter 1. Declaration by the person responsible for the information contained 290 8 in the annual financial report 2. Parent company financial statements 246-259 6 3. Consolidated financial statements 186-237 5 4. Management report - analysis of the change in business 7-10; 156-162 1; 4 - analysis of results 7-10; 156-162 1; 4 - analysis of the financial position 156-162 4 - primary risks and uncertainties 163-175 4 ‑ key indicators regarding environmental and employee‑related issues 20-105 2 - Company purchases of treasury shares 118; 161-162; 178; 189; 279 3; 4; 5; 7 5. Statutory Auditors’ report on the parent company financial statements 261-264 6 6. Statutory Auditors’ report on the consolidated financial statements 238-242 5 296 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Cross-reference tables 8.4.3 Management report cross-reference table In this URD, the cross‑reference table below identifies the information that constitutes the annual management report in accordance with Articles L. 225‑100‑1 et seq. of the French Commercial Code. Headings Page No. Chapter reference texts 1. Group situation and activity 1.1 Overview of condition of operations and results of the issuer, 7-10; 12‑13; 1; 4 L. 232‑1 and L. 233‑6 of the subsidiaries and the companies it controls by business unit 156-161 the French Commercial Code 1.2 Foreseeable changes in the issuer and/or group 8; 159 1; 4 L. 232‑1 and L. 233‑26 of the French Commercial Code 1.3 Subsequent events of the issuer and/or group 159; 235; 250 4; 5; 6 L. 233‑26 of the French Commercial Code 1.4 Research and development activities of the issuer and the group 12-13; 28‑29; 157 1; 2; 4 L. 232‑1 and L. 233‑26 of the French Commercial Code 1.5 Analysis of changes in the issuer’s activity, results and financial 156-161 4 L. 22‑10‑35 and position, given the volume and complexity of the activity of the L. 233‑26 of the French issuer and group Commercial Code 1.6 Key financial and non‑financial performance indicators 7; 28-29; 53-54; 1; 2; 5 L. 22‑10‑35 of the (including information about environmental and personnel 103; 105; 109‑114; French Commercial issues) of the issuer and the group 199 Code 1.7 Main risks and uncertainties facing the issuer 105; 163-175 2; 4 L. 22‑10‑35 of the French Commercial Code 1.8 Financial risks associated with the effects of climate change and 169 4 L. 22‑10‑35 of the overview of measures taken to reduce them French Commercial Code 1.9 Principal characteristics of the internal control and risk 180-182 4 L. 22‑10‑35 of the management procedures relating to the preparation and French Commercial processing of accounting and financial information Code 1.10 Hedging transaction objectives and policy 176-179; 208‑209 4; 5 L. 22‑10‑35 of the ‑ Information on the use of financial instruments French Commercial ‑ Exposure to price risk, credit risk, liquidity risk and cash flow Code risk of the Company and the group 2. Legal,financialandtaxinformationoftheissuer 2.1 Breakdown of and changes in shareholding structure 118; 274-275 3; 7 L. 233‑13 of the French Commercial Code 2.2 Names of controlled companies 236-237 5 L. 233‑13 of the French Commercial Code 2.3 Statement of employee shareholding 118; 275 3; 7 L. 225‑102 of the French Commercial Code 2.4 Significant investments made in companies whose registered N/A N/A L. 233‑6 of the French office is located on French territory Commercial Code 2.5 Acquisition and sale by the issuer of its own shares (share 161-162; 280 4; 7 L. 225‑211 of the French repurchase program) Commercial Code 8 2.6 Injunctions or financial penalties as a result of anti‑competitive N/A N/A L. 464‑2 of the French practices Commercial Code 2.7 Any adjustments for shares giving access to equity in the case of N/A N/A R. 228‑90 of the French share repurchases and financial transactions Commercial Code 2.8 Dividends paid during the past three fiscal years 260; 279 6; 7 243 bis of the French General Tax Code UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 297 8 ADDitiONAL iNfOrmAtiON Cross-reference tables Headings Page No. Chapter reference texts 2.9 Supplier and customer payment deadlines 161 4 L. 441‑6‑1 of the French Commercial Code; D. 441-4 of the French Commercial Code; A. 441-2 of the French Commercial Code 2.10 Conditions for the exercise and retention of options 207; 258; 273 5; 6; 7 L. 22‑10‑57 of the by Corporate Officers French Commercial Code 2.11 Conditions for retaining free shares granted to directors 207; 258; 273 5; 6; 7 L. 22‑10‑59 of the and officers and Corporate Officers French Commercial Code 2.12 Company results over the last five fiscal years 260 6 R. 225‑102 of the French Commercial Code 2.13 Existing branches N/A N/A L. 232‑1 of the French Commercial Code 2.14 Disposal of cross holdings N/A N/A L. 233‑29, L. 233‑30 and R. 233‑19 of the French Commercial Code 2.15 Intercompany loans N/A N/A L. 511‑6 and R. 511‑2‑1‑3 of the French Commercial Code 2.16 Social and environmental consequences of the Company’s 12-13; 20-115 1; 2 L. 22‑10‑36 of the activities (including Seveso) French Commercial Code 2.17 Vigilance plan 99-101 2 L. 225‑102‑4 of the French Commercial Code 2.18 Anti‑corruption system 98 2 Article 17 ‑ Law No. 2016‑1691 of December 9, 2016 known as “Sapin II” 3. IssuerCSRinformation 3.1 Extra‑financial performance statement 105 2 L. 22‑10‑36 of the French Commercial Code R. 225‑104 and R. 225‑105 of the French Commercial Code 3.2 Certification by independent third party of the information 106-108 2 L. 22‑10‑36 V and contained in the extra‑financial performance statement R. 225‑105‑2 of the French Commercial Code 4. Corporate governance report 118-152 3 L. 225‑37‑3 et seq of the French Commercial Code 298 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com CORPORATE CORPORATE REPORT OF CONSOLIDATED PARENT COMPANY INFORMATION ON INTEGRATED SOCIAL GOVERNANCE THE GENERAL FINANCIAL FINANCIAL THE COMPANY AND ADDITIONAL REPORT RESPONSIBILITY REPORT MANAGEMENT STATEMENTS STATEMENTS THE SHARE CAPITAL INFORMATION Cross-reference tables 8.4.4 Corporate governance report cross-reference table In this URD, the cross‑reference table below identifies the information that constitutes the corporate governance report in accordance with Articles L. 225‑37‑3 et seq. of the French Commercial Code. Headings Page No. Chapter reference texts 1. Informationaboutcompensationandbenefitsgranted L. 22‑10‑9 of the French Commercial Code 1.1 Compensation policies for Corporate Officers 143-151 3 L. 22‑10‑76 of the French Commercial Code 1.2 Total compensation and benefits of any kind paid by the issuer 146‑147; 3; 5 to Corporate Officers 234‑235 1.3 Fixed, variable and exceptional compensation paid 146‑147; 3; 5 by the issuer to Corporate Officers 234‑235 1.4 Commitments of any kind made by the issuer for the benefit 234-235 5 of its Corporate Officers 1.5 Level of compensation of Corporate Officers with respect 148 3 to (i) average compensation and (ii) median compensation on a full‑time equivalent basis of the issuer’s employees other than Corporate Officers and changes in this ratio over the latest five fiscal years, as a minimum, presented together in a way that allows comparison 2. information on governance L. 22‑10‑10 of the French Commercial Code 2.1 Terms of office held and positions performed in any company 124-131 3 by each Corporate Officer during the fiscal year 2.2 Agreements entered into between a Corporate Officer 136; 265-266 3; 6 or a significant Shareholder with a company controlled by the issuer (excluding agreements relating to current transactions and entered into on normal terms) 2.3 Procedure put in place by the issuer pursuant to 136 3 Article L. 22‑10‑12 of the French Commercial Code on related‑party agreements and the implementation thereof 2.4 Summary table of delegations of authority and authorizations 152; 271-273 3; 7 in effect with regard to share capital increases showing the use made of such delegations during the fiscal year 2.5 Executive Management procedures in the event of changes N/A N/A 2.6 Composition of and conditions for preparing and organizing 124-134; 137-142 3 the work of the Supervisory Board 2.7 Application of the principle of balanced representation 124 3 of women and men on the Supervisory Board 2.8 Any restrictions imposed by the Board of Directors N/A N/A on the powers of the Chief Executive Officer 2.9 Corporate Governance Code 138 3 2.10 Terms and conditions specific to Shareholder participation 136; 282 3; 7 in Shareholders’ Meetings or provisions of the Articles of Association setting out such terms and conditions 8 UNIVERSAL REGISTRATION DOCUMENT 2023-2024 BONDUELLE 299 8 ADDitiONAL iNfOrmAtiON Cross-reference tables Headings Page No. Chapter reference texts 3. information that may have an impact in the event of a public L. 22‑10‑11 of the French takeover or exchange offer Commercial Code 3.1 Capital structure of the issuer 118; 253; 270; 3; 6; 7 274-275 3.2 Statutory restrictions on the exercise of voting rights and share 152 3 transfers 3.3 Direct or indirect shareholdings in the issuer’s capital 152; 276 3; 7 3.4 List of holders of any securities with special rights and 152 3 description thereof 3.5 Systems of control provided for by any employee share 152; 282-283 3; 7 ownership plan in which rights of control are not exercised by the employees 3.6 Agreements between Shareholders that may give rise 152; 276 3; 7 to restrictions on share transfers and voting rights 3.7 Rules applicable to the appointment and replacement 152; 282-283 3; 7 of the General Management and to the amendment of the issuer’s Articles of Association 3.8 Powers of the General Management, in particular with regard 152; 271-273; 3; 7 to the issuance or repurchase of shares 280 3.9 Agreements entered into by the issuer that are amended or 152 3 cease to apply in the event of a change in control of the issuer, unless such disclosure would seriously harm its interests, except where there is a legal obligation to disclose 3.10 Agreements providing for the payment of indemnities 152 3 to Corporate Officers or employees in the event of resignation or dismissal without just cause or of termination of employment as a consequence of a public takeover or exchange offer 300 BONDUELLE UNIVERSAL REGISTRATION DOCUMENT 2023-2024 www.bonduelle.com Photo credits This document is printed Sonyakamoz-Foxys-Forest- in France by an Imprim’Vert Manufacture, AdobeStock, certified printer on PEFC Shutterstock, certified paper produced Leoniek-van-der-Vliet, from sustainably monitored Barbara Grossmann, Julien and managed forests. 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