Berentzen Gruppe : Annual Report 2023 complete with the approved consolidated financial statements at December 31, 2023, the Combined Management Report for Berentzen-Gruppe Aktiengesellschaft and the corporate group complete with the explanatory report of the Executive Board regarding disclosures in accordance with Section 289a and Section 315a of the German Commercial Code (Handelsgesetzbuch – HGB) and the Report of the Supervisory Board for the 2023 financial year

Annual Report 2023

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Content

6  To our stakeholders

6   Letter to our stakeholders 8   Report of the Supervisory Board

21  Combined management report

21  Basic information about the Group 26  Economic report 47  Report on risks and opportunities 63  Forecast Report

68   Acquisition-related disclosures and explanatory report of the Executive Board

75   Berentzen-Gruppe Aktiengesellschaft (explanatory notes on the basis of HGB)

84  (Group) declaration on corporate governance

86  Consolidated Financial Statements

86  Statement of Financial Position 88  Consolidated Statement of Comprehensive Income 89  Consolidated Statement of Changes in Shareholders' Equity 90  Consolidated Cash Flow Statement

92  Notes to the Consolidated Financial Statements

153 Declarations and other information

153  Responsibility Statement 154  Independent Auditor's Report

163 Corporate Governance

163  (Group) Declaration on Corporate Governance 196   Compensation Report of Berentzen-Gruppe Aktiengesellschaft

232   Report of the independent auditor on the formal audit of the remuneration report pursuant to § 162 Abs. 3 AktG

(1) Introduction

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Annual Report 2023

6

To our stakeholders

Letter to our Stakeholders

Report of the Supervisory Board

Combined management report

Consolidated financial statements

Declarations and other information

Corporate Governance

Back

A. To our stakeholders

(1) Letter to our stakeholders

The past year was certainly challenging. After the prolonged coronavirus pandemic, we had to contend again with the macroeconomic impacts of Russia's war of aggression against Ukraine. Besides provoking worldwide uncertainty, these events essentially created a new reality, one that necessitates radical changes within our own company.

Despite the multiple crises that have affected us all, however, the Berentzen Group held up solidly in the past year. In this context, we would particularly like to emphasise that we succeeded in fully offsetting the massive increase in the cost of materials and raw materials for the first time over the course of the year through the price increases achieved for our products.

Specifically, our Group generated consolidated revenues of EUR 185.7 million last year - growth of 6.6 per cent compared to the previous year. Compared to the last pre-pandemic financial year 2019, we were even able to increase our consolidated revenues by EUR 18.2 million. However, the increase in our revenues last year was almost exclusively due to price increases. The current economic uncertainties have led to consumer restraint - against this backdrop, the stability achieved in our sales volume in key product categories should actually be viewed positively. According to market research data, we have also succeeded in gaining new market share in important areas in markets that are declining overall. Nevertheless, this is of course not enough for us - we are pursuing a clear growth plan for the coming years. Before we go into this in more detail, let's take a look at the results together.

Consolidated EBIT totalled EUR 7.7 million in the 2023 financial year compared to EUR 8.3 million in the 2022 financial year. This decline was due to lower consolidated gross profit as a result of lower sales volumes overall and inflationary price dynamics across the entire value chain, which led to an increase in some operating expenses, in particular personnel costs. In addition, higher base interest rates and higher capital requirements for financing more expensive inventories led to a significant increase in total financing costs. In addition to the lower consolidated EBIT, this is one of the main reasons why our consolidated profit fell from EUR 2.1 million in the 2022 financial year to just under EUR 0.9 million in the 2023 financial year. Against this backdrop, the Executive Board and the Supervisory Board have decided to propose a dividend of 9 cents per share to the upcoming Annual General Meeting. The payout ratio would therefore be 98 per cent. Please understand this proposal not only as a clear commitment to our dividend policy, but also as a clear signal of our confidence in the growth we are targeting for the coming years.

These developments are a reflection of how we have been impacted by the far- reaching consequences of the coronavirus pandemic, the war in Ukraine, the massive cost increases, and significantly higher interest rates. These challenges have forced us as the leaders of our company to mainly engage in crisis management in the past few years. Even though some costs have begun to fall again, we do not expect that energy and commodity prices will revert to the level from before the war in Ukraine. This new reality, which we already mentioned, means that the time has come for a fundamental realignment of our company to reflect the significant changes in basic market conditions. For this reason, we have been hard at work revising our strategic guidelines in the past few months, culminating with the presentation of our new strategy, "Building BERENTZEN 2028", in February 2024. In this new strategy, we have for the first time formulated a quantified medium-term plan for our Group management indicators for the year 2028.

With our new strategy "Building BERENTZEN 2028", we are shifting from defence to offense. The core element of this strategy is an even sharper focus on our three

Annual Report 2023

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To our stakeholders

Letter to our Stakeholders

Report of the Supervisory Board

Combined management report

Consolidated financial statements

Declarations and other information

Corporate Governance

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top brands Berentzen, Puschkin and Mio Mio, as the primary growth drivers of the Berentzen Group. These three brands are already performing brilliantly today, with above-average growth and high profitability, which continues to grow. Moreover, these brands proved to be especially robust in the last few, highly challenging years. Significantly increasing the weight of these three brands will make the entire Berentzen Group even more effective and above all, more profitable. Our clearly defined goal is to increase the revenues generated on these three brands by 80 percent in the time from 2023 to 2028, which will also considerably enhance the value of these brands. To achieve these goals, we will increase our marketing and sales expenditures significantly in the coming years. We will also scrutinise our product portfolios, structures and processes and realise synergy effects within the Group to an even greater degree. This will free up resources to drive the further growth of our top brands, which we will accelerate by continually bringing new, innovative products to market. We also have ambitious plans to drive the growth of our Group company Citrocasa.

By 2028, we expect to generate consolidated revenues of EUR 235 million, consolidated earnings before interest, taxes, depreciation and amortisation (consolidated EBITDA) of EUR 28 million, and consolidated earnings before interest and taxes (consolidated EBIT) of EUR 18 million. Our first intermediate goal, of course, is to achieve strong results in the current financial year 2024, in which we expect to generate consolidated revenues in a range of EUR 190.0 million to EUR 200.0 million, consolidated EBITDA in a range of EUR 17.2 million to EUR 19.2 million, and consolidated EBIT in a range of EUR 8.0 million to EUR 10.0 million.

The goals we have set for 2028 under our "Building BERENTZEN 2028" strategy are indeed very ambitious, but we are convinced that we will achieve them with the bundle of measures and initiatives we have put together for this purpose. Your trust and support for this path are invaluable to us. As always, serving your interests in the best possible way and creating long-term value for you are the main driving forces behind all our efforts.

The foundation of our sustainable business success has always been and remains our commitment to the causes of Environment, Social and Governance ("ESG"). In January 2024, we were honoured with the Gold Medal under the Ecovadis Sustainability Rating for the third year in a row. Thus, we are now among the top 2 percent of the more than 100,000 businesses all over the world that are rated by this prestigious agency. It also shows that we continued to successfully pursue our ESG-related activities in the past financial year. You can find details on this subject in the Sustainability Report 2023, which is being published concurrently with the present Annual Report. Moreover, we plan to announce our new, even more ambitious ESG strategy later this year.

In contemplation of our endeavours in the coming years, we recall the inspirational words of Abraham Lincoln: "The best way to predict the future is to create it." It reminds us that the future is not something that simply happens to us, but is rather an active process that we shape together. We are determined to make this journey with you and achieve our ambitious goals.

Your Executive Board,

Annual Report 2023

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To our stakeholders

Letter to our Stakeholders

Report of the Supervisory Board

Combined management report

Consolidated financial statements

Declarations and other information

Corporate Governance

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(2) Report of the Supervisory Board

Ladies and gentlemen,

The following report provides information on the activities of the Supervisory Board in the 2023 financial year pursuant to Section 171 (2) of the German Stock Corporation Act (AktG).

Again this year, the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft and its committees performed the duties incumbent upon them by law, the Company's Articles of Association and its rules of procedure, and continuously supervised and advised the Executive Board as it managed the Company and the corporate group. The supervision and advice also covered questions of sustainability. These bodies were satisfied at all times of the legality, advisability and regularity of the work of the Executive Board. The Supervisory Board was involved in all decisions of fundamental importance for the Berentzen Group.

Cooperation between the Executive Board and Supervisory Board

The Executive Board kept the Supervisory Board and its committees informed promptly and comprehensively about all issues relevant to the Berentzen Group on a regular basis over the course of the 2023 financial year. In particular, this covered reporting on the strategy, the planning, the business performance as well as on the risk position, risk management, financial reporting and the financial reporting process, the effectiveness of the internal control system, as well as the risk management system and the internal audit system, the audit of the financial statements, the compliance function and numerous topics of current significance for the Berentzen Group. Deviations in the Company's performance from the business plan were explained case by case to the Supervisory Board. Furthermore, the Supervisory Board discussed material transactions with the Executive Board and provided advice on significant individual measures on the basis of relevant regular reports by the Executive Board and in individual discussions.

The Chairman of the Supervisory Board remained in regular contact with the Executive Board between meetings and likewise discussed with them issues of business performance, the risk position, risk management and compliance. Strategy discussions with the Chairman of the Supervisory Board focused on the prospects and future orientation of the Company and the corporate group.

The Supervisory Board was notified in due time where its approval was required for measures undertaken by the Executive Board. The Supervisory Board granted its approval to the underlying motions for resolution following in-depth examination and deliberation.

Meetings and main topics of deliberation of the Supervisory Board

A total of four meetings of the full assembly of the Supervisory Board were held in the 2023 financial year. All four of these meetings were held in person. The Supervisory Board also met regularly without the presence of the Executive Board. Further resolutions were adopted outside of meetings.

The business performance - including the financial performance, cash flows and financial position of the corporate group - was the subject of the four ordinary meetings of the Supervisory Board.

A primary focus of discussion throughout the 2023 financial year were the unfavourable effects of geopolitical, macroeconomic and business conditions on the corporate group and its business performance. The unfavourable conditions manifested in a number of relevant factors, including continuing cost increases, the high rate of inflation and palpable consumer restraint, as well as, just as importantly, significantly higher financing costs due to substantially higher market interest rates and capital costs.

At its first meeting on February 23, 2023, the Supervisory Board adopted a written resolution on the (Group) Declaration on Corporate Governance of

Annual Report 2023

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To our stakeholders

Letter to our Stakeholders

Report of the Supervisory Board

Combined management report

Consolidated financial statements

Declarations and other information

Corporate Governance

Back

Berentzen-Gruppe Aktiengesellschaft for the 2022 financial year.

At its meeting on March 21, 2023, the Supervisory Board discussed the separate financial statements and the consolidated financial statements of Berentzen- Gruppe Aktiengesellschaft as at December 31, 2022 and the combined Management Report of the Berentzen Group (corporate group) and Berentzen- Gruppe Aktiengesellschaft for the 2022 financial year. In line with the final result of its own review, the Supervisory Board did not raise any objections and concurred with the audit findings of the independent auditor, whose responsible audit partner attended that part of this meeting devoted to the corresponding agenda item. Following the recommendations of the Finance and Audit Committee in each case, the Supervisory Board subsequently approved the separate financial statements and the consolidated financial statements of Berentzen-Gruppe Aktiengesellschaft; the financial statements were thus adopted. Furthermore, the Supervisory Board passed the agenda for the Annual General Meeting of Berentzen-Gruppe Aktiengesellschaft in 2023, together with the proposed resolutions to be put to a vote there. The resolutions proposed to the Annual General Meeting included among other things the proposals by the Supervisory Board, based in each case on a recommendation of the Finance and Audit Committee, for the appointment of the independent auditor of the separate and consolidated financial statements for the 2023 financial year and its proposal to the Annual General Meeting concerning the utilisation of the distributable profit for the 2022 financial year of Berentzen-Gruppe Aktiengesellschaft, concerning which the Supervisory Board in turn concurred with the proposal by the Executive Board to the Annual General Meeting on the utilisation of profit following its review of the same. Another resolution proposal for the Annual General Meeting adopted by the Supervisory Board on the basis of a recommendation of the Nomination Committee pertained to the proposed shareholder representatives to be elected to the Supervisory Board in a by-election.

Further deliberations and resolutions of the Supervisory Board at this meeting,

which were based in each case on the expressed recommendations of the Personnel Committee, pertained to the approval by the Supervisory Board of the Compensation Report of Berentzen-Gruppe Aktiengesellschaft for the 2022 financial year pursuant to Section 162 AktG, as well as the findings and determinations to be made according to the currently valid compensation system for the members of the Executive Board with regard to their compensation for the 2022 financial year and for the previous multi-year performance period that ended with that year.

Finally, the Supervisory Board deliberated on specific aspects of compliance and internal auditing, which were likewise on the agenda for this meeting.

The main topic of deliberations of the Supervisory Board at its meeting on May 10, 2023 was the business performance, including the financial performance, cash flows and financial position of the corporate group. Another topic of deliberations in the full assembly was the separate, voluntarily prepared Sustainability Report of the Berentzen Group for the year 2022. After the election of shareholder representatives in the by-election held by the Annual General Meeting of Berentzen- Gruppe Aktiengesellschaft earlier on the same day and the related change of Supervisory Board personnel, the Supervisory Board also adopted resolutions to appoint each new member to the Nomination Committee and the Finance and Audit Committee of the Supervisory Board.

By way of a further written resolution of July 7, 2023, the Supervisory Board provided its consent to the increase in the financing volume under the existing syndicated loan agreement of Berentzen-Gruppe Aktiengesellschaft.

A central topic of deliberations of the Supervisory Board at its meeting held on September 14, 2023 was the future corporate strategy of the Berentzen Group. The discussions also pertained to the topics of corporate governance, specifically the audit of the Compensation Report of Berentzen-Gruppe Aktiengesellschaft pursuant to Section 162 AktG for the 2023 financial year, the self-assessment of

Annual Report 2023

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To our stakeholders

Letter to our Stakeholders

Report of the Supervisory Board

Combined management report

Consolidated financial statements

Declarations and other information

Corporate Governance

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the effectiveness of the Supervisory Board and its committees, and the training and development of its members.

At its meeting held on December 7, 2023, the Supervisory Board's discussions centred on the comprehensive business plan, also including sustainability goals, submitted by the Executive Board for the 2024 financial year, which was then approved.

Further deliberations and resolutions were made according to the currently valid compensation system for the members of the Executive Board regarding the findings related to their compensation for the 2024 financial year and for the subsequent multiyear performance period beginning with this year, after the Personnel Committee previously expressed recommendations to the Supervisory Board to this effect in its meeting held on the same day. In consideration of the regular election of members to the Supervisory Board at the upcoming Annual General Meeting to be held in 2024, the Supervisory Board further passed a resolution relating to its proposals to the Annual General Meeting for the candidates to be elected to the Supervisory Board as shareholder representatives, who were chosen on the basis of the earlier expressed recommendations of its Nomination Committee.

In addition to one specific aspect of compliance, topics of corporate governance were once again on the agenda of the meeting held on December 7, 2023, including the updating of the Code of Conduct of the Berentzen Group, the reformulated version of which was adopted by the Supervisory Board, and deliberations discussion and the adoption of a resolution on specific contents of the (Group) Declaration on Corporate Governance of Berentzen-Gruppe Aktiengesellschaft for the 2023 financial year. The members of the Supervisory Board also deliberated on the results of the internally conducted self-assessment of the effectiveness of the Supervisory Board and its committees. In addition, as part of its regular

annual deliberations on the subject of the diversity plans for the composition of the Executive Board and the Supervisory Board, the Supervisory Board adopted a resolution on the results achieved in the 2023 financial year with regard to the goals defined in the diversity plans and also adopted another update of these two diversity plans and of the competence profile for the members of the Supervisory Board. In addition, the Supervisory Board adopted a resolution on the issuance of the annual Declaration on the German Corporate Governance Code drafted by the Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft pursuant to Section 161 AktG.

Meetings and main topics of deliberation of the committees of the Supervisory Board

As in the previous year, the Supervisory Board had two committees in the 2023 financial year to help it carry out its tasks efficiently and to enhance its effectiveness. In order to prepare and supplement its tasks, the Supervisory Board set up a Personnel/Nomination Committee, which will act as a standing committee. In addition, an obligatory audit committee, the Finance and Audit Committee, was established in accordance with the relevant provisions of the German law of stock corporations. Certain decision-making powers of the Supervisory Board have been delegated to the committees within the legally permitted framework. The chairmen of the committees reported to the full assembly of the Supervisory Board on the work in the committees.

Personnel Committee

The following tasks in particular have been delegated to the Personnel Committee: preparation of the relevant resolutions of the Supervisory Board and the submission of recommendations to the Supervisory Board regarding the appointment and dismissal of members of the Executive Board and the specification, the implementation and review of the compensation system for Executive Board members, the proposed resolutions approving the compensation system for