ARYZTA : AGM 2024 Invitation to shareholders

Invitation to the Annual General Meeting of the

Shareholders of

Agenda

1. Annual Report 2023

1. Re-appropriationof reserves
2. Approval of the Management Report, Company Financial Statements and Group Consolidated Financial Statements 2023
3. Approval of the Sustainability Report on Non-financial Matters 2023
4. Consultative vote on the Compensation Report 2023

1. Appropriation of Net Loss 2023
2. Discharge of the Board of Directors
3. Re-electionsand elections

4.1 Re-elections and election to the Board of Directors

1. Re-electionof Urs Jordi as member and as Chairman of the Board of Directors
2. Re-electionof Heiner Kamps as member of the Board of Directors
3. Re-electionof Hélène Weber-Dubi as member of the Board of Directors
4. Re-electionof Alejandro Legarda Zaragüeta as member of the Board of Directors
5. Election of Cornelia Gehrig as member of the Board of Directors

4.2 Re-elections and election to the Remuneration Committee

1. Re-electionof Heiner Kamps as member of the Remuneration Committee
2. Re-electionof Hélène Weber-Dubi as member of the Remuneration Committee
3. Election of Cornelia Gehrig as member of the Remuneration Committee

1. Re-electionof the Auditors
2. Re-electionof the Independent Proxy Representative

5. Remuneration of the Board of Directors and the Executive Management

5.1 Remuneration of the Board of Directors

1. Remuneration until the 2025 Annual General Meeting
2. Remuneration for the period from 1 December 2023 up to the 2024 Annual General Meeting

5.2 Remuneration of the Executive Management

6. Amendments to the Articles of Association

1. Purpose of the company
2. Provisions pertaining to the shares as well as notification and jurisdiction
3. Provisions pertaining to the General Shareholders' Meeting
4. Provisions pertaining to the Board of Directors and compensation

7. Introduction of a capital range, and amendments to provisions pertaining to

the conditional capital and the capital range

1. Introduction of a capital range (Art. 5)
2. Provisions pertaining to the conditional capital and the capital range (Art. 4(e) and 5bis)

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Agenda

1. Annual Report 2023

1.1 Re-appropriation of reserves

Motion

The Board of Directors proposes the following re-appropriation of reserves:

Explanation

To avoid any potential set-off of free capital contribution reserves with losses as a result of the revision of the Swiss Code of Obligations entered into force on 1 January 2023, the Board of Directors proposes to re-appropriate the reserves as set out in the table above.

1.2 Approval of the Management Report, Company Financial Statements and Group Consolidated Financial Statements

2023

Motion

The Board of Directors proposes that the Management Report, ARYZTA AG's Company Financial Statements and ARYZTA Group's Consolidated Financial Statements for the 2023 financial year (31 July 2022 to 31 December 2023) be approved, acknowledging the auditors' reports.

Explanation

Pursuant to Article 698 para. 2 items 3 and 4 Swiss Code of Obligations (CO) and Article 8 (3) of ARYZTA AG's Articles of Association, the General Shareholders' Meeting is competent to approve the Management Report, ARYZTA AG's Company Financial Statements and ARYZTA Group's Consolidated Financial Statements.

1.3 Approval of the Sustainability Report on Non-financial Matters 2023

Motion

The Board of Directors proposes that the Sustainability Report on Non-financial Matters for the 2023 financial year covering operations from 1 January 2022 to 31 December 2023 be approved.

Explanation

In accordance with Article 964c CO, the General Shareholders' Meeting is competent to approve the Report on Non-financial Matters. For the Sustainability Report on Non-financial Matters 2023 see pages 94 to 145 of the Annual Report 2023.

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Agenda

1.4 Consultative vote on the Compensation Report 2023

Motion

The Board of Directors proposes that the Compensation Report for the 2023 financial year be approved in a consultative vote.

Explanation

In accordance with Article 735 para. 3 item 4 CO, the General Shareholders' Meeting is competent to approve the Compensation Report in a consultative vote. For the Compensation Report 2023 see pages 63 to 90 of the Annual Report 2023. Please also refer to the "Remuneration Booklet" which is published on our website: https://www.aryzta.com/corporate-governance/annual-general-meeting/.

The Board of Directors proposes that the losses of the Company be carried forward and that no dividend is paid in respect of the 2023 financial year.

Explanation

Pursuant to Article 698 para. 2 item 4 CO and Article 8 (3) of the Articles of Association, the General Shareholders' Meeting of Shareholders is competent to resolve on the appropriation of earnings, in particular with regard to dividends.

3. Discharge of the Board of Directors

Motion

The Board of Directors proposes that discharge be granted to the members of the Board of Directors for the 2023 financial year.

Explanation

Pursuant to Article 698 para. 2 item 7 CO and Article 8 (4) of the Articles of Association, the

General Shareholders' Meeting is competent to grant discharge to the members of the

Board of Directors.

4. Re-elections and elections

4.1 Re-elections and election to the Board of Directors

Explanation

Pursuant to Article 698 para. 2 item 2 and para. 3 item 1 CO and Article 8 (2) of the Articles of Association, the General Shareholders' Meeting elects individually each member of the Board of Directors and the Chairman of the Board of Directors for a term of office of one year ending with the conclusion of the next Annual General Meeting.

All non-executive members of the Board of Directors are considered by the Board of Directors to be independent in character and judgement within the meaning of the Swiss Code of Best Practice for Corporate Governance and none of the non-executive members of the Board of Directors is party to relationships or circumstances with ARYZTA, which in

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Agenda

the opinion of the Board of Directors, are likely to affect their independence or judgement. The Chairman, Urs Jordi (on specific request of the Board of Directors), is acting as interim CEO while all other members of the Board of Directors are independent non-executive directors.

Urs Jordi has accepted to be proposed for re-election as Chairman of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting. The other current members of the Board of Directors, Heiner Kamps, Hélène Weber-Dubi and Alejandro Legarda Zaragüeta have also accepted to be proposed for re-election as members of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting. Subject to his re-election, Heiner Kamps has accepted to continue to serve as Lead Independent Director.

Biographical details on all members of the Board of

Directors are available on our website: https://www.aryzta.com/about-aryzta/corporate-governance/board-of-directors/

In addition to the re-election of the current members of the Board of Directors, the Board of Directors is pleased to propose the election of Cornelia Gehrig, an experienced independent board member with a proven track record as Group CFO in international industrial companies, as new member of the Board of Directors under agenda item 4.1.5. Additional biographical details on Cornelia Gehrig are available under agenda item 4.1.5.

4.1.1 Re-election of Urs Jordi as member and as Chairman of the

Board of Directors

Motion

The Board of Directors proposes the re-election of Urs Jordi as member and as Chairman of the Board of Directors for the term of one year ending with the conclusion of the next Annual General Meeting.

4.1.2 Re-election of Heiner Kamps as member of the Board of

Directors

Motion

The Board of Directors proposes the re-election of Heiner Kamps as member of the Board of

Directors for the term of one year ending with the conclusion of the next Annual General

Meeting.

4.1.3 Re-election of Hélène Weber-Dubi as member of the Board of

Directors

Motion

The Board of Directors proposes the re-election of Hélène Weber-Dubi as member of the Board of

Directors for the term of one year ending with the conclusion of the next Annual General Meeting.

4.1.4 Re-election of Alejandro Legarda Zaragüeta as member of the

Board of Directors

Motion

The Board of Directors proposes the re-election of Alejandro Legarda Zaragüeta as member of the Board of Directors for the term of one year ending with the conclusion of the next Annual General Meeting.

4.1.5 Election of Cornelia Gehrig as member of the Board of Directors

Motion

The Board of Directors proposes the election of Cornelia Gehrig as member of the Board of Directors for the term of one year ending with the conclusion of the next Annual General Meeting.

Cornelia Gehrig (1966, Swiss)

Cornelia Gehrig is an experienced independent board member with a proven track record as Group CFO in international industrial companies and several years of practice as Certified Public Accountant.

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Agenda

Cornelia Gehrig has more than 20 years of Group Finance & Controlling experience at management level where she gained broad experience in transformation, M&A activities, turnaround and business excellence projects as well as in developing and implementing growth strategies. From 2006 to 2009 she was CFO of Ionbond Group, followed by CFO of Precious Woods Group from 2009 to 2011, and latterly CFO of Bystronic Group from 2011 to 2021. Cornelia Gehrig is a member of the Board of Directors of publicly-listed SKAN Group AG, Allschwil (CH), as well as being a member of the Board of Directors in 4 privately held companies in Switzerland. Cornelia Gehrig holds a Master in Economics from the University of Bern (lic. rer. pol.) and is a Certified Public Accountant.

4.2 Re-elections and election to the Remuneration Committee

Explanation

Pursuant to Article 698 para. 3 item 2 CO and Article 8 (2) of the Articles of Association, the

General Shareholders' Meeting elects individually each member of the Remuneration

Committee. The current members of the Remuneration Committee, Heiner Kamps and

Hélène Weber-Dubi, have accepted to be proposed for re-election as members of the

Remuneration Committee, subject to their re-election as member of the Board of

Directors. It is further proposed to elect Cornelia Gehrig as new member of the

Remuneration Committee, subject to her election as member of the Board of Directors.

4.2.1 Re-election of Heiner Kamps as member of the Remuneration

Committee

Motion

The Board of Directors proposes the re-election of Heiner Kamps as member of the

Remuneration Committee for the term of one year ending with the conclusion of the next

Annual General Meeting.

4.2.2 Re-election of Hélène Weber-Dubi as member of the

Remuneration Committee

Motion

The Board of Directors proposes the re-election of Hélène Weber-Dubi as member of the

Remuneration Committee for the term of one year ending with the conclusion of the next

Annual General Meeting.

4.2.3 Election of Cornelia Gehrig as member of the Remuneration

Committee

Motion

The Board of Directors proposes the election of Cornelia Gehrig as new member of the

Remuneration Committee for the term of one year ending with the conclusion of the next

Annual General Meeting.

4.3 Re-election of the Auditors

Motion

The Board of Directors proposes the re-election of Ernst & Young AG, Zurich, as auditors for the 2024 financial year.

Explanation

Pursuant to Article 698 para. 2 item 2 CO and Article 8 (2) of the Articles of Association, the

General Shareholders' Meeting elects the auditors.

4.4 Re-election of the Independent Proxy Representative

Motion

The Board of Directors proposes the re-election of Patrick O'Neill, Attorney at Law, LANTER

Attorneys at Law, Zurich, as independent proxy representative until the conclusion of the next

Annual General Meeting.

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Agenda

Explanation

Pursuant to Article 698 para. 3 item 3 CO and Article 8 (2) of the Articles of Association, the

General Shareholders' Meeting elects the Independent Proxy Representative. The Board of

Directors confirms that the proposed candidate is independent.

5. Remuneration of the Board of Directors and the Executive Management

5.1 Remuneration of the Board of Directors

Explanation

Pursuant to Article 698 para. 3 item 4 CO and Article 23 (a) of the Articles of Association, the General Shareholders' Meeting is competent to approve the remuneration of the Board of Directors. For additional information, please refer to the "Remuneration Booklet", which is published on our website: https://www.aryzta.com/corporate-governance/annual-general- meeting/.

5.1.1 Remuneration until the 2025 Annual General Meeting

Motion

The Board of Directors proposes the approval of a maximum aggregate amount of remuneration of the Board of Directors for the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting of CHF 1,200,000.

Explanation

The compensation of the members of the Board of Directors is designed to attract and retain highly qualified individuals for the ARYZTA Board of Directors. The amount of compensation reflects the responsibilities of the roles in the Board of Directors and its Committees as well as the time required. The compensation structure is intended to support the orientation of the Board of Directors towards the long-term development and success of the company.

The compensation and fee structure for the members of the Board of Directors include modest changes from the previous term (outlined in the "Remuneration Booklet").

5.1.2 Remuneration for the period from 1 December 2023 up to the 2024 Annual General Meeting

Motion

The Board of Directors proposes the approval of a maximum aggregate amount of remuneration of the Board of Directors for the period from 1 December 2023 up to the 2024 Annual General Meeting, being the additional 5 months of the 17-month long 2023 financial year, of CHF 300,000.

Explanation

In terms of payments made to the Board of Directors, ARYZTA has not exceeded the shareholder approved amount of CHF 1,300,000 previously approved at the Annual General Meeting on 30 November 2022. The change in the Group's financial year to 31 December 2023 resulted in the delay of the next Annual General Meeting by an additional 5 months. This extended the term of office between the last Annual General Meeting and the next Annual General Meeting to 17 months. Due to this, the Board of Directors decided to defer their monthly Board director remuneration payments from December 2023 to the next Annual General Meeting (24 April 2024) to ensure that ARYZTA remained below the CHF 1,300,000 cap. Therefore, the Board directors have not been paid fees for the additional 5 months of the 17-month long financial year and seek shareholder approval first before making any payments for this period.

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Agenda

5.2 Remuneration of the Executive Management

Motion

The Board of Directors proposes the approval of a maximum aggregate amount of remuneration for the Executive Management for the 2025 financial year (ending 31 December 2025) of CHF 12,000,000, which also covers the expected increase in the number of members of the Executive Management from 4 to a projected 6 members.

Explanation

Pursuant to Article 698 para. 3 item 4 CO and Article 8 (5) of the Articles of Association, the

General Shareholders' Meeting is competent to approve the remuneration of the Executive

Management.

For 2025, the Board of Directors is overseeing an extension of the Executive Management to six roles and the proposed maximum aggregate remuneration amount is therefore envisaged for these six members. Thus, average maximum remuneration is proposed at CHF 2,000,000 per person which is the second reduction in consecutive years. At our

2021 Annual General Meeting the approved remuneration amount of CHF 10,000,000 was for an expected four roles (at an average maximum remuneration of CHF 2,500,000); and at our 2022 Annual General Meeting the approved remuneration amount of CHF 8,750,000 was for an expected four roles (at an average maximum remuneration of CHF 2,187,500).

6. Amendments to the Articles of Association

Explanation

On 1 January 2023, a revision of Swiss corporate law came into force. Swiss corporations are required to amend their articles of association to comply with the new law by the end of 2024 at the latest. Under agenda items 6.1 to 6.4, the Board of Directors proposes various amendments to ARYZTA AG's Articles of Association with which it intends to implement changes required under the new law, grant ARYZTA AG certain flexibility provided under the new law, and also update the Articles of Association in certain aspects in line with prevailing market standards in Switzerland.

A comparison with the detailed wording of the current and the proposed amended Articles of

Association can be found in Appendix 1.

6.1 Purpose of the company

Motion

The Board of Director proposes to amend the following provision of the Articles of Association as set out in Appendix 1:

• New paragraph 4 in Article 2

Explanation

Responsible and sustainable action forms are the basis of ARYZTA's business activities. ARYZTA is geared towards long-term business success and strives to achieve a balance between ecological action, social responsibility and economic success. The Board of Directors would therefore like to reflect the company's ambition to create long-term sustainable value in its Articles of Association as part of its purpose.

6.2 Shares as well as notification and jurisdiction

Motion

The Board of Director proposes to amend the following provisions of the Articles of Association as set out in Appendix 1:

• Article 6 (a), (b) and (d)
• Article 7 (a), (b) and (c)
• Article 33
• Article 34

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Agenda

Explanation

The reform of the Swiss corporate law brought changes in connection with the shares and the share capital. The Board proposes to reflect these changes of the law in the Articles 6 and 7 of the Articles of Association. The new law further provides for more flexibility as regards the communication with its shareholders and the public, which the Board of Director proposes to reflect in Article 33. Finally, the Board of Directors proposes to introduce a new Article 34 providing for an exclusive place of jurisdiction at ARYZTA's place of incorporation (Schlieren) for any disputes arising out of corporate law matters.

6.3 General Shareholders' Meeting

Motion

The Board of Director proposes to amend the following provisions of the Articles of Association as set out in Appendix 1:

• Article 8 (4), (5), (8), (9)
• Article 9
• Article 10
• Article 11 (b)
• Article 12
• Article 13 (a), (c), (d)
• Article 14
• Article 15

Explanation

The reform of the Swiss corporate law brought a number of changes in connection with shareholder rights and the General Shareholders' Meeting. Such changes include

• lowering the threshold for shareholders to call a shareholders' meeting (from 10% to 5% of the share capital or votes) and lowering the threshold that allows shareholders to propose items for inclusion in the agenda of such meetings to 0.5% of the share capital or votes, as well as changes of terminology; and
• introduction of qualified majority requirements for certain additional matters.

The Board of Directors proposes to incorporate these changes into the Articles of

Association, thereby strengthening the rights of shareholders.

In addition, the revised law allows for the possibility to hold a General Shareholders' Meeting by electronic transmission only, without a venue ('virtual shareholders meeting'). The Board of Directors proposes to implement the corresponding provisions in the Articles of Association allowing for additional flexibility although it currently does not plan to hold its General Shareholders' Meeting in a virtual format in the near future. Should the Board of Directors decide to hold a virtual shareholders meeting at any point in time in the future, it will ensure that shareholders can fully exercise all their rights electronically at the meeting (in particular the right to speak and to receive information as well as the possibility to exercise voting and election rights directly at the meeting).

6.4 Board of Directors and compensation

Motion

The Board of Director proposes to amend the following provisions of the Articles of Association as set out in Appendix 1:

• Article 16 (c)
• Article 18 (6), (7), (9), (11)
• Article 19
• Article 23 (a), (b), (f), (g)
• Article 25 (a), (b), (c)
• Article 26 (b)

Explanation

The reform of the Swiss corporate law introduced a number of changes to the duties of the Board of Directors, to the remuneration of the Executive Management and to the holding of external mandates in other companies. With the amendment of the Articles referred to above, these mandatory changes are implemented into the Articles of Association.

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Agenda

7. Introduction of a capital range, and amendments to provisions pertaining to the conditional capital and the capital range

7.1 Introduction of a capital range (Art. 5)

Motion

The Board of Directors proposes:

1. the introduction of a capital range ranging from CHF 17,875,903.10 (lower limit) to CHF 21,848,325.98 (upper limit), within which the Board of Directors shall be authorised to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until April 24, 2029, or until an earlier expiry of the capital band;
2. the amendment of the Articles of Association by introducing a new Article 5 with the wording as set out below:

Article 5: Capital range

1. The Company has a capital range ranging from CHF 17,875,903.10 (lower limit) to
   CHF 21,848,325.98 (upper limit). The Board of Directors shall be authorised within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until April 24, 2029, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 99,310,572 fully paid-in registered shares with a par value of CHF 0.02 each and cancelling up to 99,310,572 registered shares with a par value of CHF 0.02 each, as applicable, or by increasing or reducing the par value of the existing shares within the limits of the capital range.
2. In the event of an issue of shares, the subscription and acquisition as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Art. 7 of these Articles of Association.
3. In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the date of issue, the issue price, the type of contribution (including cash contributions, contributions in kind, set-off, and conversion of reserves or of profit carried forward into share capital), the conditions for the exercise of pre-emptive rights, and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer of these shares to the existing shareholders or third parties (if the pre-emptive rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, to restrict or to exclude the trade with pre-emptive rights. It may permit the expiration of pre-emptive rights that have not been duly exercised, or it may place such rights or shares as to which pre-emptive rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company.
4. In the event of an issue of shares, the Board of Directors is further authorised to restrict or deny the pre-emptive rights of shareholders and allocate such rights to third parties if the shares are to be used:
5. 1. for the acquisition of an enterprise, parts of an enterprise, or participations, or for new investments, or, in case of a share placement, for the financing or refinancing of such transactions; or
   2. for the purpose of broadening the shareholder constituency in connection with a listing of shares on domestic or foreign stock exchanges.
6. After a change of the par value, new shares shall be issued within the capital range with the same par value as the existing shares.
7. If the share capital increases as a result of an increase from conditional share capital pursuant to Article 4 of these Articles of Association, the upper and lower limits of the capital range shall increase in an amount corresponding to such increase in the share capital.
8. In the event of a reduction of the share capital within the capital range, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount.

Explanation

The new corporate law introduced a new instrument called capital range, which functionally corresponds to the authorised capital under the former Swiss corporate law. Under the capital

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Organisational Matters

range, the General Shareholders' Meeting authorises the Board of Directors to increase or reduce the share capital within a certain range - legally permissible is 150% (upper limit) to 50% (lower limit) of the share capital entered in the commercial register at the time the capital range was introduced -, during a period of up to five years. The General Shareholders' Meeting has the right to withdraw shareholders' pre-emptive rights directly or can delegate this right to the Board of Directors, provided that it expressly states the reasons for the withdrawal of pre-emptive rights in the Articles of Association.

ARYZTA AG' s authorised share capital (amounting to 10% of the share capital) expired on 17 November 2023. The Board of Directors proposes to replace this former authorised capital and introduce a new capital range with a duration until April 24, 2029, by introducing a new article 5 to the Articles of Association. The lower and upper limits of the capital range shall be set at 90% and 110%, respectively, of the share capital currently entered in the commercial register.

The issuance of new shares without granting pre-emptive rights or advance subscription rights out of conditional capital and/or the capital range would, based on a new Article 5bis proposed to be introduced to the Articles of Association under agenda item 7.2, be limited to a total of 99,310,572 shares corresponding to 10% of ARYZTA AG's share capital.

7.2 Provisions pertaining to the conditional capital and the capital

range (Art. 4 (e) and 5bis)

Motion

The Board of Directors proposes to amend the Articles of Association by amending Article 4 (e) and introducing a new Article 5bis as follows:

Article 4: Conditional capital

[…]

1. Up to 17 November 2023, in case of exclusion, withdrawal or limitation of pre-emptiveand/or advance subscription rights, the total of new shares issued from (a) conditional capital according to Article 4 of the Articles of Association and/or authorized capital according to Article 5 of the Articles of Association may not exceed 99,310,572 registered shares, and (b) conditional capital according to Article 4 of the Articles of Association and/or authorized capital according to Article 5 para. 3(iii) of the Articles of Association for purposes of employee participation may not exceed 49,655,286 registered shares.The declaration of acquisition of the shares based on this Article 4 shall refer to this Article 4 and be made in a form that allows proof by text. A waiver of the right to acquire shares based on this Article 4 may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right.

Article 5bis: Exclusion of subscription and advance subscription rights

Until April 24, 2029, or an earlier expiry of the capital range, the total number of newly issued shares which may be issued with the restriction or withdrawal of pre-emptive and/or advance subscription rights (i) from the conditional capital pursuant to Article 4 of these Articles of Association, and/or (ii) from the capital band pursuant to Article 5 of these Articles of Association, shall not exceed 99,310,572 new shares.

Agenda item 7.2 is obsolete if agenda item 7.1 is rejected.

Explanation

In view of the proposed new capital range the Board of Directors proposes to maintain an overall limitation on new shares that could be issued without granting pre-emptive rights and/or advance subscription rights out of conditional capital and the capital range amounting to 10% of the current share capital, but move the provision to a separate, new Article 5bis.

In the revised version of Article 4 (e), changes resulting from the Swiss corporate law reform are introduced to the Articles of Association.

General Remarks

Shareholders registered in the share register with voting rights on 10 April 2024 (voting record date) will be entitled to attend and vote at the Annual General Meeting. They may elect to vote either by way of personal attendance or by a representative in accordance with the terms set out below. The Annual General Meeting will be held at the Samsung Hall, Hoffnigstrasse 1, 8600 Dübendorf, Switzerland (a map can be downloaded from ARYZTA's