Annual report
Page 1
Annual and Sustainability Report 2025 Powered by Joy®
Page 2
Powered by Joy® Cloetta is Northern Europe’s leading confectionery company. Over decades, our brands have been invited by consumers to enhance preciously joyful occasions. Feelings of joy improve our mood, our health and our overall wellbeing. And joy, unlike happiness, is achievable for everyone, everyday! Curious and eager to decode the true nature of joy, Cloetta decided to conduct research in some of the happiest countries in the world; Denmark, Norway, Sweden and Finland. Read more about our Joy Report on page 17! Contents Cloetta at a glance 3 CEO comment 6 Strategy & Targets Long-term financial targets 8 Strategic framework 10 Market & Consumer The market 12 Consumer trends and behaviours 14 Consumer focus and insights 16 Cloetta’s ten Superbrands 19 Superbrand milestones 20 Sustainability agenda 22 For You 23 For People 24 For the Planet 25 Markets 26 Share & Shareholders 31 Financial performance Net sales and profit 35 Financial position 38 Cash flow statement 40 Future outlook 41 Environmental impact and environmental management 41 Risks & Corporate Governance Risks and risk management 42 Chairman’s Comment 47 Corporate Governance Report 48 Remuneration of the Group Management Team 55 Internal control over financial reporting 58 Board of Directors 60 Group Management Team 62 Sustainability statement 64 General information 65 Environmental information 84 Social information 110 Governance information 132 Financial reports 144 Consolidated financial statements 145 Parent Company financial statements 184 Proposed appropriation of earnings 193 Auditor’s report 194 Ten-year overview 198 Key ratios 200 Reconciliation of alternative performance measures 202 Glossary 204 Definitions 205 Shareholder information 208 The auditors have audited the annual accounts and consolidated accounts of Cloetta AB (publ) for the year 2025, which are included on pages 35–140 and 143–193 in this document, except for the corporate governance statement on pages 48–54 and the stat - utory Sustainability Report on pages 64–140 which has been subject to limited review procedures. The administration report is included on pages 35–140. While every care has been taken in the translation of this Annual and Sustainability Report, readers are reminded that the original Annual and Sustainability Report, signed by the Board of Directors or in Euro - pean Single Electronic Format (ESEF), is in Swedish. The Annual and Sustainability Report in ESEF is published on www.cloetta.com. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 2 Cloetta Annual and Sustainability Report 2025 << Content
Page 3
Cloetta at a glance Operations in 12 countries More than 60 countries with sales 10 Superbrands more than 50% of total sales Organic sales growth 1.9% Average number of employees 2,500 (Headcount: 2,800) Net sales by category and country 62% Candy 23% Chocolate 9% Pastilles 4% Chewing gum 1% Nuts 1% Other 62% 23% 9% 4% 1% 1% 31% 20%14% 11% 7% 6% 4% 7% 31% Sweden 20% Finland 14% The Netherlands 11% Denmark 7% Germany 7% Other markets¹ 6% Norway 4% The UK Our vision To be the winning confectionery company, inspiring a more joyful world Net sales 8,525 SEKm 1) North America is included in Other markets. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 3Cloetta Annual and Sustainability Report 2025 << Content
Page 4
Business segments Pick & mix This segment is primarily characterised by contracts where Cloetta manages the customers’ sales of candy when sold through in-store fixtures that allow shoppers to pick individual pieces of candy to create their own customised bag. The assortment of products, which is central to the offering, is managed by Cloetta and products are manufactured by Cloetta or by third parties, including competitors. Other aspects of the contract, such as fixtures, merchandising, and the use of the CandyKing brand vary by customer. 30% (2024: 28%) Per cent of net sales Branded packaged products This segment is primarily characterised by Cloetta manufacturing, marketing and selling packaged products under strong consumer brands. T o build long term brand health, and consequently consumer preference and retail sales, Cloetta invests significantly in new product and packaging development, advertisement and promotion of the brands. Within the business segment, Cloetta is active in four categories: candy, chocolate, pastilles and gum. 70% (2024: 72%) Per cent of net sales CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 4 Cloetta Annual and Sustainability Report 2025 << Content
Page 5
Nov Mar Oct Feb Sep Jan Dec Apr May • Läkerol Hot Pepper successfully launched as a limited edition in the Nordics, reaching both new consumers for the brand and pastilles category • Ahlgrens bilar presented a limited edition shoe, in time for Stockholm Fashion Week, further increasing brand awareness JunJulAug May 1 Joy Report Exploring the True Power of Joy A Nordic perspective | Edition 1 | March 2025 Key highlights 2025 2025 2026 Jan September • T wo major multimarket launches initiated within the Superbrand Malaco, Fruity Drops and Chewit Soft Bites (read more on page 20) • Cloetta entered into a new term and multicurrency revolving facilities agreement December • CandyKing opened its first permanent store in the U.S., with the full Pick & mix concept (read more on page 20) July • New global supplier agreement with IKEA announced March • A research on joy in the Nordics, the Joy Report, is released in collaboration with Ipsos (read more on page 17) • Updated strategic priorities and long-term financial targets geared for profitable growth announced February • Mynthon Zip Mint is launched in the entire Scandic region (read more on page 20) • Ahlgrens Bilar Syrlig frukt is launched in Sweden • Cloetta decides not to proceed with the greenfield investment in the Netherlands April • Tupla ice-cream cones are launched in Finland, becoming one of the most sold ice-cream cones in 2025 • T wo CandyKing concept pilot installations in the U.S. • Change to operating structure and Group Management announced to better support the updated strategic priorities CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 5Cloetta Annual and Sustainability Report 2025 << Content
Page 6
Our broad confectionery portfolio contin - ues to provide both strategic strength and competitive advantage also during times of fast changes in consumer behavior. During especially the first half of the year, volumes for other treats grew due to increased retail prices of chocolate products. Through the broad portfolio, we were able to effectively mitigate this change and could move our trade activations to other confectionery categories. This strength is, however, best exemplified through the continued con - sumer preference and related excellent results of our Pick & mix (P&M) business segment. With a now sharpened focus also on innovation, marketing effectiveness and operational excellence, we are well- positioned to create long-term value for our consumers, customers and shareholders. Organic sales growth totalled 1.9 per cent and reported sales decreased -0.5 per cent due to the structural change with the divest - ment of the Nutisal brand in 2024 and -2.4 per cent due to exchange differences. As Cloetta largely sells its products in the same currency as they are produced, the real effect of the strengthened SEK is limited, and the lower reported sales primarily a transla - tion effect. We saw a year of lower inflation which continued to affect the market dynam - ics, especially in the second half of the year and retailers and food industry manufac - turers in Europe faced societal and political pressure related to food pricing, but with the strategic strength of our broad portfolio and aided by our new strategy, we continue on a clear path towards our long-term target of organic sales growth of 3-4 per cent. During the year we also progressed with the long-term plan for geographical expan - sion for the Pick & mix business segment. The opening of the first permanent Candy - King store in New York City in December 2025 marked an important step in success - fully and profitably establishing one of our Superbrands, our leading CandyKing con - cept and the Nordic consumer tradition of P&M in retailers in North America. Although Words from the PresidentCEO comment Successful year with significant profitability step-up Last year brought significant transformation while also being one of Cloetta’s best years ever. Our new strategy, that includes a new vision and updated strategic priorities and financial targets, was launched at our Investor Day in March. The changes reflect our ambition to accelerate growth, enhance efficiency and leverage our strong brands across core markets and beyond. We remain committed to driving long-term profitable growth and further strengthening our market position and a more focused execution. The ten chosen Superbrands have all been loved by consum- ers for generations, they have a unique market proposition, have a minimum of EUR 15m in Net Sales, have a multi market presence as well have multi- occasion opportunities. 6 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 7
sales to North America continue to grow with double-digit numbers, the share of Group sales remain limited. Operating in a non-cyclical market with stable consumer demand enables us to focus on strategy execution and we con - tinue to remain largely unaffected by the increased global market uncertainty that characterised last year, especially related to US tariffs and potential retaliatory measures. Our commitment to deliver profitable growth continues and our mid-term profita - bility target of at least 12 per cent by 2027 is within sight already for 2026. Our profitabil - ity uplift has been driven by focus on margin enhancing activities, product portfolio opti - misation and cost control, while executing our fair pricing strategy supported by con - tinued strong and strategic investments in our ten Superbrands. Our strategic focus to leverage and scale our Superbrands is based on their charac - teristics. The ten chosen Superbrands have all been loved by consumers for generations, they have a unique market proposition, have a minimum of EUR 15m in Net Sales, have a multimarket presence as well as have multi-occasion opportunities. They are also scalable, have a higher gross profit than our average portfolio and also have high expec - tations of growth. You can read more about these brands on page 19 and about selected milestones for them on page 20. In April, we announced our plan to more closely align our operating structure to the new strategic priorities and improve agility. The new organisation has been effective as of October, and we ended last year ahead of the expected run-rate to deliver 20 per cent of the total annualised savings of SEK 60-70 million by year-end. As pre - viously communicated, we expect the full effect of the savings in the first quarter of 2026. Our attractive cash flow generation con - tinues and consistently improving Net debt/ EBITDA ratio has reached an all-time low level and remains well below our long-term target. Based on the strong balance sheet, the Board has proposed an increased dividend of SEK 1.40 per share. I’m very proud of our people at Cloetta, who made an eventful and transformational year so successful. We have entered 2026 as a more focused and more efficient Cloetta and I look forward to sharing further updates on our progress as we continue the work to realise our new vision to be the winning confectionery company, inspiring a more joyful world! Stockholm, March 2026 Katarina T ell President and CEO Our profitability uplift has been driven by focus on margin enhancing activities, product portfolio optimisation and cost control, while executing our fair pricing strategy supported by continued strong and strategic investments in our ten Superbrands. Dividend per share SEK 1.5 1.0 0.5 00,0 0,5 1,0 1,5 20252024202320222021 * Proposal to the AGM Earnings per share SEK 3.0 2.5 2.0 1.5 1.0 0.5 00,0 0,5 1,0 1,5 2,0 2,5 3,0 20252024202320222021 2.78 1.40* Net sales SEKm 10,000 8,000 6,000 4,000 2,000 00 2000 4000 6000 8000 10000 20252024202320222021 8,525 Operating profit, adjusted SEKm 1,200 1,000 800 600 400 200 00 200 400 600 800 1000 1200 20252024202320222021 1,033 7Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 8
Target Target 14% Long-term 3–4 % ≥12% by 2027 Net sales and organic sales growth SEKm % 10,000 8,000 6,000 4,000 2,000 00 2000 4000 6000 8000 10000 20252024202320222021 0 5 10 15 20 25 Net sales Organic sales growth EBIT and margin, adjusted SEKm % 1,200 1,000 800 600 400 200 00 200 400 600 800 1000 1200 20252024202320222021 0 3 6 9 12 15 18 EBIT, adjusted EBIT margin, adjusted Organic sales growth Cloetta’s long-term target is to grow organically by 3–4 per cent per year (previously 1–2 per cent). Comment on the year’s outcome: Organic growth was 1.9 per cent, resulting in Net sales for the third time exceeding SEK 8 billion. With the strategic strength of Cloetta’s broad portfolio and aided by the new strategy, the company is on a clear path towards the long-term organic sales growth target of 3 –4 per cent . Comment on target: Further EBIT margin uplift through scale and net revenue management, with supply chain fit for purpose and the new, more effective operating structure. EBIT margin Cloetta’s long-term target is an adjusted EBIT margin of at least 14 per cent (with the addition to reach at least 12 per cent by 2027). Comment on the year’s outcome: The adjusted EBIT mar - gin amounted to 12.1 per cent. The profitability uplift has been driven by focus on margin enhancing activities, product port - folio optimisation and cost control, while executing on the fair pricing strategy supported by continued strong and strategic investments in Cloetta’s ten Superbrands. 12.1% 1.9% 2024 10.6% by 2027 ≥12% Long-term 14% Core 1.5-2.5% Core 1.0-1.5% Beyond 0.0-0.5% Beyond 1.0% Other 0.0% Other (0.5%) Key drivers of EBIT margin Comment on target: Net sales growth target increased to 3–4 per cent, driven by acceleration of both Core markets 1 and Beyond core markets 2, with increased geographical diversification. In the long-term, Cloetta assumes that its Core markets will grow in line with the target of 3–4 per cent, while the Beyond core markets are expected to grow two to three times faster. 1) Core markets are Sweden, Finland, the Netherlands, Denmark and Norway. 2) Beyond core markets include Germany, United Kingdom, North America. In total, Cloetta has sales to more than 60 markets. Actual Long-term Share of net sales Growth index to total growth target 82% 75% Core1 ~1x Beyond core2 2–3x Long-term financial targets In March 2025, Cloetta announced its updated long-term financial targets along with the strategic priorities to drive profitable growth. 8 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Targets Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 9
Comment on target: The dividend proposal from the Board in February 2026 corresponds to 51 per cent (66) of profit for the year and is hence aligned with Cloetta’s updated dividend policy. Target <1.5x Net debt/EBITDA SEKm x 2,000 1,600 1,200 800 400 00 400 800 1200 1600 2000 0 0.5 1.0 1.5 2.0 2.5 20252024202320222021 Net debt Net debt/EBITDA Free cash flow SEKm 1,000 800 600 400 200 00 200 400 600 800 1 000 20252024202320222021 Net debt Cloetta’s long-term target is a net debt/EBITDA ratio to be below 1.5x 1 (previously to be around 2.5x). Comment on the year’s outcome: Following a continued very strong cash flow delivery, the lowest net debt/ EBITDA in the company’s history of 0.7x was achieved, well below the long-term target. 1) The target may be temporarily exceeded in the event of acquisitions, provided there is a clear path to de-leveraging. Comment on target: Strong cash flow and low leverage provide flexibility to invest in profitable growth. Target >50% of profit after tax Dividend policy (share of profit) % 80 60 40 20 00 20 40 60 80 20252024 /two.numerator2023 /one.numerator2022 /one.numerator2021 Dividend policy Cloetta’s policy is a dividend payout of more than 50 per cent of profit for the year (previously 40–60 per cent). Comment on the year’s outcome: The Board of Directors in February 2026 proposed to the AGM 2026 to distribute an increased dividend of SEK 1.40 (1.10) per share. 51% M&A Growth Net debt Dividend Illustrative capital allocation 0.7x 924 1) Adjusted for items affecting comparability relating to the greenfield facility. 2) Excluding the impact of the impairment and other items affecting comparability relating to the divestment of the Nutisal brand. M&A Working Capital Net debt Dividend Next 5 years*Last 5 years Last 5 years Next 5 years 9Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Targets Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 10
Strategic framework Cloetta is a proud provider of joyful moments – our brands and products bring joy to memorable occasions. During the year, we updated our strategic framework to capture new opportunities in a changing market environment and to ensure sustainable, profitable growth over time. Business models within Pick & mix (P&M) Per cent of Pick & mix net sales 56% Full concept Includes branding, assortment, fixtures and in-store merchandising 27% Bulk Bulk sales to other P&M concepts or sales of individual products 17% Trade own Similar to the full concept but products are sold under the retailer’s own private brands 56% 27% 17% Full CandyKing concept store in the U.S. CandyKing’s first permanent store in the U.S., opened in December 2025, is an example of Cloetta’s full P&M concept in action. The store presents CandyKing’s complete P&M offering, including branding, assortment, in-store merchandis - ing and exclusive products. It also illustrates how the full con - cept can be successfully deployed beyond Cloetta’s core markets to meet the growing demand for P&M candy. Read more on page 20. 1) Cloetta’s core markets are Sweden, Finland, the Netherlands, Denmark and Norway. Beyond core markets includes Germany, United Kingdom and North America. In total, Cloetta has sales to more than 60 markets. Accelerator Enablers Strategic priorities WinWin with our with our SuperbrandsSuperbrands To bTo be the winning confectionery company, e the winning confectionery company, inspiring a more joyful worldinspiring a more joyful world Selective M&ASelective M&A Enhancing the operating modelEnhancing the operating model Further leverage people & cultureFurther leverage people & culture Vision GrowGrow beyond core beyond core marketsmarkets11 ExcelExcel in marketing in marketing and innovationand innovation 1 2 3 10 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Targets Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 11
Win with our Superbrands Grow beyond core markets Excel in marketing and innovation 1 2 3 Increased focus on Germany and the UK, as the European markets with the largest confectionery retail sales and the highest per capita consumption, and on North America to leverage demand for Swedish Candy. Achievements 2025 The organisational structure and leadership accountability in Germany and the UK were updated to support growth in these markets, as part of the broader change in its operating structure. In December, the first CandyKing concept and brand store was opened in North America in New York City. The 3-year plan with the ambition to expand both of Cloetta’s business segments in North America is proceeding according to plan. Accelerated new product and commercial development to enable maximum incremental growth, while continuing Cloetta’s marketing effec - tiveness program across Cloetta to boost our working media. Achievements 2025 The work with strongly protecting and growing the core business along evolving consumer trends continued. T o strengthen consumer acquisition and broaden reach, marketing effec - tiveness was improved, increasing the share of working media within Advertising & Promotion to 70%. T o further accelerate and deliver innova - tions, Cloetta Next was launched in 2025 (see page 21). Strategic achievements In April 2025, Cloetta announced plans to align its organisational structure with its new strategic priorities geared for profitable growth. The change was implemented during 2025 and included both changes to the Group Management T eam as well as a reduction of positions in Europe. The new organisa - tion has been effective as of October 2025. Northern Europe’s leading confectionery company, creating joy through iconic brands for over 160 years Attractive cash flow generation with clear upside on margin and shareholder value A non-cyclical market with stable consumer demand outgrowing FMCG Food Attractive growth opportunities in scaling of Superbrands , focused expansion beyond core markets , and excelling in marketing and innovation Broad confectionery portfolio favoured by evolving consumer preferences Selective M&A to accelerate strategy of geographic presence and category expansion Iconic brand portfolio of international Superbrands and strong local hero brands with high consumer loyalty Committed to sustaina bility and responsible sourcing across the value chain Investment case 1 2 5 8 3 6 4 7 Change to operating structure Increased focus across the core markets on ten selected brands to drive profitable growth through increased distribution and by contin - uing to stretch the brands into new categories. Achievements 2025 The decision to focus on Superbrands was made as part of the new strategy. T en brands meet the requirements for Superbrands, including for example a turnover of at least EUR 15m, an ability to scale and a higher profitability than the average product portfolio. In 2025, Cloetta developed the market pres - ence for several of its Superbrands, including launching Mynthon Zip Mint in Scandic and re-launching Kex - choklad in Denmark. 11Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Targets Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 12
The market The confectionery market is traditionally divided into candy, chocolate, pastilles and chewing gum. Cloetta is active in all these categories, as well as in the nuts category in the Pick & mix business segment. The confectionery market The total market for confectionery in Cloetta’s main markets in Europe amount to approximately SEK 397bn (387). The confectionery market is relatively insensitive to economic fluctuations and shows stable growth that is driven primarily by population trends and price increases. Market recessions affect us mainly through general price pressure from the retail trade and increased competition from the trade’s own private labels. Private labels still account for a relatively small share of confectionery compared to other grocery products; however, they grew their market share within confectionery in 2025. Consumption patterns Confectionery is one of the most impulse driven categories in the retail trade. Up to 80 per cent of purchasing decisions are made at the point of sale. Brand awareness, availability, and product placement are sig - nificant success factors. The European confectionery market is characterised by relatively strong consumer loyalty to local brands. This ties into drivers like nostalgia and trust as well as security and national pride. Shoppers however rarely buy only one brand but rather tend to have a few brands in their purchasing repertoire. The main considerations when buying are brand liking, flavour, quality, and curiosity about new products. Consumption patterns and taste pref - erences vary between the different mar - kets. For example, compared to the rest of Europe, the Nordic region has a higher per capita consumption of confectionery. Competitive market The global market for confectionery is dominated by international companies like Mars, Mondelez International, Nestlé, Ferrero, Perfetti Van Melle, Haribo and Lindt & Sprüngli. However, in the local markets these companies meet tough opposition from players with locally established brands such as Cloetta, Fazer, Orkla and T oms. No player is winning in all European mar - kets, but Cloetta is the only company with a strong position in confectionery across all the Nordics. Pick & mix The Pick & mix segment has a very strong position in the Nordic countries and accounts for a large share of the total con - fectionery consumption, while the share of consumption of Pick & mix is consider - ably lower in Central Europe where pack - aged candy and chocolate have a stronger position. In Sweden, Pick & mix normally accounts for around 25 per cent of the total confectionery market, while in the other Nordic countries it accounts for 10 to 20 per cent. After volume decline during the Covid-19 pandemic, Pick & mix has recov - ered well with strong growth in the years 2022 to 2025. The nut market In 2024, Cloetta divested the Nutisal brand and is now only active in the nut market via the brand Parrots in the Pick & mix business segment. In recent years the category has been declining in volume but growing in value due to price increases and a shift to the premium product category. The confectionery market % 67% Chocolate 26% Candy incl. pastilles 7% Chewing gum Breakdown of raw materials and packaging costs % 22% Chocolate 20% Pack 14% Sugar 8% Syrups 5% Starches 5% Gelatin 5% Fats & Waxes 4% Milk Products 4% Polyols 4% Flavours 9% Other 7% Index of key commodities used by Cloetta Index 0 50 100 150 200 250 300 20252024202320222021 Source: Mintec, EUWID. 26% 22% 14% 8% 5% 5% 4% 4% 5% 4% 9% 20% 67% 12 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 13
Cloetta’s sales channels Grocery retail trade One of Cloetta’s most important sales channels, typically covered by central agreements at a national level. Development The grocery retail trade has undergone extensive consolidation and restructuring over the past ten years, with increasingly fewer and larger stores. Concentration in the grocery trade is high in the majority of European markets, which means that the channel can place high demands on its suppliers. Service trade One of Cloetta’s most important sales channels, characterised by generous opening hours, centrally located in the form of convenience stores and filling stations. Development Over the past decade, confectionery sales to the service trade have decreased, primarily due to the presence of fewer filling stations, but also because the service trade has developed its own snack alternatives that compete with con - fectionery. Service trade faced a big hit due to the pandemic and the related restric - tions and decrease in people mobility. It has gradually been moving back to normal levels since 2022 but has not yet fully reached pre-Covid sales. E-commerce Cloetta’s fastest growing sales channel, with a mix of both established and new players. Younger target groups with convenience as main driver. Development Over the last decade, FMCG e-commerce in Europe has experi - enced strong growth further fuelled by the Covid-19 pandemic. Key accelerators are technology-based improvements solutions such as mobile shopping, improved online shopper experience and automated supply chain systems giving faster and more accurate deliveries and quick payment methods. In recent years, fast delivery retailers have established a new way of shopping, quick commerce, with home delivery of groceries in less than 30 minutes. Further, new services focused on convenience, such as meal kit subscriptions have attracted consumers who seek to simplify their everyday life. Other channels Includes cinemas, building supply stores, airports, and arenas. This channel often requires support in developing its confectionery sales. Development In recent years, this channel has broadened to also include non- traditional confectionery sales channels such as building supply stores, furniture and appliance stores, hotels, and bars. Raw material and packaging Cloetta’s largest cost items in production are raw materials and packaging. We collaborate closely with our largest raw material suppliers, for example through automated order and delivery processes that are adapted to the raw material con - sumption in each plant. The prices of Cloetta’s most important raw materials, such as cocoa, are set on the European commodities exchange, as prices for many of our key raw materials are set either directly or indirectly. This means that our purchasing costs for these items are dependent on market pricing. Cloetta has a central procurement function that develops and implements sourcing strate - gies to manage risk and drive competitive advantage. As a rule, the central purchasing depart - ment contracts the most important raw materials so that raw materials are available short term for production. This also cre - ates predictability in prices and financial outcomes since price changes affect our purchasing costs with a certain delay. In this way, we usually avoid temporary price swings in the commodities market. Further - more, in a high inflationary environment, Cloetta’s strategy is to protect its profita - bility by compensating for all input costs in absolute terms, also including packaging, freight, and energy costs, through price increases towards its customers as well as cost savings and reduced overall energy consumption. 13Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 14
Responsibility for the environment and human rights One of the key trends is the interest in the impact of food production on the environment and the social condi - tions of the producer. Suppliers have responded to consumer demand for information; above all in terms of the origins of raw materials, the farmers’ working conditions, quality, and farming methods, by introducing different types of labelling and certifications. Cloetta’s response During 2025, Cloetta continued driv - ing several programmes within these areas that aim to make a real impact in the world. In partnership with the Rainforest Alliance, we contribute to The Living Income Fund that bridges the living income gap by making extra payments directly to cocoa farmers. Science Based T argets initiative (SBTi) approved Cloetta’s targets to reduce direct and indirect carbon emissions by 46 per cent by 2030 compared to the base year of 2019. Throughout 2025, Cloetta advanced its climate work through improved data collection and supplier engagement, including actions such as reducing virgin plastic in pack - aging and advancing plant-based pack - aging alternatives across the portfolio. Greater individualisation Consumers increasingly wish to satisfy their individual needs. This means that they want the option of choosing products, and also having access to products and services that are tailored to their needs and can be adapted to different occasions. Cloetta’s response Pick & mix is a good example of a con - cept that is individualised, and a cate - gory in which we are a leading market player. The CandyKing-concept relaunch has made it a more relevant and appealing offering and has given consumers exciting new options on the Pick & mix shelf, through exclusive col - laboration with suppliers. Cloetta also consistently works on different packag - ing sizes and formats to cater for differ - ent occasion needs, such as The Jelly Bean Factory providing a range of dif - ferent formats, spanning from smaller “grab and go”– sachets, to larger sharing & gift jars. Consumer trends and behaviours Cloetta continuously monitors market trends at macro and micro levels through market research, category and trend reports, and various trackers. Keeping track of trends provides valuable information for us to feed into the development of new ideas and concepts. Health Consumers are increasingly looking for natural raw materials with positive health benefits. Additives of various types and artificially produced sub - stances are being questioned in favour of natural ingredients. E-numbers are being replaced with the name of the additive in plain language. Natural sugar and natural sweeteners like xylitol and stevia are preferred to artificial sweet - eners. Less sugar and fewer calories are another important aspect that con - sumers are demanding. Cloetta’s response Cloetta’s policy is always to opt for non-artificial colours and flavours and all our candy products adhere to this principle, except in the rare cases where there is no qualitative solution available. Cloetta provides alternatives in the form of sugar-free products, products with less sugar and products that are natu - rally free from sugar, giving consumers the opportunity to choose. As an exam - ple, during 2025 Cloetta reformulated and re-launched Gott & Blandat Äkta Frukt as Malaco Fruity Drops, made with 40 per cent real fruit juice, to reach more consumers with a more natural proposition. We also use the natural sweetener xylitol in brands such as Jenkki, Mynthon and Läkerol Dents. 14 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 15
Local, genuine and transparent brands Superior sensory experiences E-commerce and digital channels increasingly important Local brands with a strong history are favoured by consumers. This became even more apparent during the pan - demic, when consumers reverted far more to traditional and familiar brands. Delivering authenticity and transpar - ency are key for brands to earn con - sumer trust. Cloetta’s response In all our core markets, we have some of the strongest local brands that con - sistently deliver joy and fun moments in consumers’ daily lives. Despite prior - itising investments in our Superbrands, we also continue to invest in local hero brands and develop products and communication in accordance with consumer trends that meet consumer expectations. T o earn consumer trust and to truly deliver genuine brands, we work continuously to ensure all prod - ucts meet high quality standards and provide clear and transparent informa - tion about the contents of the products on the packaging and our website. With the increased exposure to social media platforms where consumers share consumption experiences, and the need for affordable escapism, con - sumers are seeking heightened sen - sory experiences from their food. This is driving companies to regularly launch exciting new flavours and textures. Cloetta’s response With our strong brands acting as a trustworthy ambassador for novel taste sensations, 2025 brought exciting taste experiences to consumers. One exam - ple is the launch of Ahlgrens Bilar Syrlig Frukt in Sweden, a sour-sweet version of the beloved foam cars, sure to excite the taste-buds of all those who try it. Cloetta also introduced the Finnish brand Mynthon Zip Mint to the Scandi - navian markets during 2025. Mynthon Zip Mint provides instant freshness to a novel hexagon pastille shape and con - venient on-the-go packaging format. E-commerce is in general growing across all sectors, including the gro - cery retail trade, and growth was fuelled further by the Covid-19 pandemic. Despite turbulent times in the last few years, grocery e-commerce is mid-term expected to grow to a significant size in several key markets. Online sales in confectionery are still lower than for other consumer product categories, but have more than doubled in Cloetta’s core markets compared to before the pandemic. Cloetta’s response E-commerce is one of our key focus areas. Cloetta’s e-commerce strat - egy is focused on growth through a dynamic channel that matches our strong offline shares in online trade. Online grocery market maturity differs depending on the markets. This means that Cloetta sets clear priorities for where and how to drive e-commerce including online content, e-trade mar - keting activation and dedicated online product development. We are con - stantly developing new marketing tools to get noticed and end up being the preferred brand in a shopping cart. 15Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 16
Consumer focus and insights At Cloetta, consumer centricity is our long-term commitment and passion to identify and satisfy consumer needs. Consumer and market insights are a key source of input for our product development, marketing, and branding strategies. It is important to understand all parts of the consumer journey to provide brands and products that are liked, purchased, and consumed. Our efforts are mobilised around the following three key areas. The consumer in focus Cloetta continuously monitors market trends to gain valuable information to feed into the development of new ideas and concepts, see pages 14–15. Cloetta devel - ops different hypotheses, concepts and prototypes to test, to ensure our offerings resonate well with consumers expectation. By evaluating the physical products, consumers provide essential feedback to our innovation team which subsequently improves the product recipes to fully meet consumers’ preferences before launch. We manage and make use of our own con - sumer panel to efficiently conduct product tests, establishing a direct line with con - sumers, which supports the improvement of our current products as well as the development of new ones. We closely follow the health of our brands regarding consumer perception through advanced tracking tools based on specific KPIs and up-to-date marketing theories founded on academic research to systematically follow the effect of our mar - keting activities and new launches. The high frequency of data points ensures a thorough understanding of the brand per - formance and enables quick and effective actions when needed. Strategic product development Product development is one of the key ena - blers to win new consumers and drive brand health while differentiating in the market. On an ongoing basis we introduce product extensions such as launches of new fla - vours, textures and packaging as well as adaptions to local needs. A product that is successful in one market can be launched in another mar - ket under an existing brand, provided con - sumer approval. T o ensure valorisation and competitive edge, we focus on fewer but bigger innova - tions every year to provide truly new taste and ingredient experiences based on key consumer insights. It enables us to enter new market segments, grow categories, be margin-accretive and launch these innova - tions across markets to ensure synergies of scale. Brand and category leadership The continuous development and care of its unique brands are of vital importance for Cloetta. Strong brands and top-quality products provide the anchor and orienta - tion in times of uncertainty and volatility. In an impulse driven category with high percentage of shoppers buying the cate - gory only a few times per year, our strategy is strongly influenced by the focus to con - stantly recruit new consumers and grow the consumer base of our brands. Doing so, we drive marketing return on investment with increased emphasis on the largest brands of the brand portfolio to grow them even bigger. Cloetta’s ten Superbrands account for more than half of the Group’s sales. For each Superbrand there is an individual development plan aimed at continuously developing and strengthening the brand. Another overarching ambition is to ensure that the marketing investments we make are effective in driving incremental sales and brand equity for the long term. This involves creating the right impactful content combined with a suitable media channel mix, which must be carefully developed and planned for each cam - paign, based on the defined performance objectives. Cloetta typically combines marketing activities with in-store campaigns. New products are normally given sales support through campaigns, events, in-store activi - ties, and advertisements to reach consum - ers as quickly as possible. As far as is possible, Cloetta focus mar - keting investment on activities that reach consumers directly, so called working marketing spend, thus ensuring the great - est possible efficiency of our marketing budgets. 16 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 17
20 21 WHAT IS THE TRUE NATURE OF JOY? WHAT ARE THE KEY COMPONENTS OF JOY? The essence of Nordic Joy is about having the right balance Spent at home Home appears as a sanctuary, embodying the cherished Scandinavian philosophy of hygge—embracing cosiness, comfort, and contentment. Shared with family or close friends The emphasis on shared experiences reflects the impor- tance of relationships with loved ones in the Nordics. It also hints at how feeling joy in a context of trust sparks love 1. In peace and quiet or medium energy – as opposed to high energy (concerts, big events) The preference for serene or moderately vibrant joyful moments mirrors the region’s deep-seated appreciation for tranquillity and balance. Mostly spontaneous, rather than planned The inclination towards sponta- neous joy underscores the celebration of authenticity and living in the present moment. Our research shows that across Denmark, Norway, Sweden and Finland, the ideal joyful moment is: Togetherness, cosiness, tranquillity and spontaneity In Finland, relaxing at home alone is the #1 moment associated with joy. All countries consider self-care as a key way to increase joy. When researching joy, we identified that togetherness is a common denominator for joy … … as well as alone time! Norwegians think that connecting with nature brings more joy to life. Danes cite work-life balance as a reason why their country scores high in joy. A well-balanced life is a cornerstone of joy of joyful moments are shared. The ideal joyful moment in this region is spent at home with family or close friends . A nice chat with someone adds joy to Swedes' lives. 52% Qs: At this ideal jo yful moment, are you by yourself or to gether with someone?; Where are you at t his ideal joyful moment?; Which of the following do you associate the most with joyful moments? Thinking about the joyful moments you experienced during the past 7 days, approximately how much were planned versus happened spontaneously? Base: 4 011 adults aged 18-75 years-old (1003 in Denmark, 1006 in Norway, 1000 in Sweden, 1002 in Finland) Source: 1) Plutchik, 1980 #1 Photo: Nathan Dumlao / Unsplash Photo: Toa Heftiba / Unsplash Photo: Jonathan Kemper / Unsplash Photo: Nataliya Melnychuk / Unsplash 20 21 WHAT IS THE TRUE NATURE OF JOY? WHAT ARE THE KEY COMPONENTS OF JOY? The essence of Nordic Joy is about having the right balance Spent at home Home appears as a sanctuary, embodying the cherished Scandinavian philosophy of hygge—embracing cosiness, comfort, and contentment. Shared with family or close friends The emphasis on shared experiences reflects the impor -tance of relationships with loved ones in the Nordics. It also hints at how feeling joy in a context of trust sparks love1. In peace and quiet or medium energy – as opposed to high energy (concerts, big events) The preference for serene or moderately vibrant joyful moments mirrors the region’s deep-seated appreciation for tranquillity and balance. Mostly spontaneous, rather than planned The inclination towards sponta -neous joy underscores the celebration of authenticity and living in the present moment. Our research shows that across Denmark, Norway, Sweden and Finland, the ideal joyful moment is: Togetherness, cosiness, tranquillity and spontaneity In Finland, relaxing at home alone is the #1 moment associated with joy. All countries consider self-care as a key way to increase joy. When researching joy, we identified that togetherness is a common denominator for joy … … as well as alone time! Norwegians think that connecting with nature brings more joy to life. Danes cite work-life balance as a reason why their country scores high in joy. A well-balanced life is a cornerstone of joy of joyful moments are shared. The ideal joyful moment in this region is spent at home with family or close friends . A nice chat with someone adds joy to Swedes' lives. 52% Qs: At this ideal joyful moment, are you by yourself or together with someone?; Where are you at this ideal joyful moment?; Which of the following do you associate the most with joyful moments? Thinking about the joyful moments you experienced during the past 7 days, approximately how much were planned versus happened spontaneously? Base: 4 011 adults aged 18-75 years-old (1003 in Denmark, 1006 in Norway, 1000 in Sweden, 1002 in Finland) Source: 1) Plu tchik, 19 80 #1 Photo: Nathan Dumlao / Unsplash Photo: Toa Heftiba / Unsplash Photo: Jonathan Kemper / Unsplash Photo: Nataliya Melnychuk / Unsplash 1 Joy Report Exploring the True Power of Joy A Nordic perspective | Edition 1 | March 2025 Joy Report – a research on joy in the Nordics What is the Joy Report? The Joy Report is a report aimed for the public, academia, and internal use. The 2025 report is executed in collabora - tion with Ipsos, a global leader in market research, professor Micael Dahlén from Stockholm School of Economics and Frank Martela, a Finnish philosopher and researcher of psychology. Why a research on joy? In connection to Cloetta’s vision and pur - pose, we thoroughly investigated the nature of joy and how it is manifested in our core, the Nordic countries. The year 2025 was marked by both global and local crises. In uncertain times like these, people often struggle to imagine the future and may feel a growing sense of hopelessness. Therefore, creating joyful moments and finding sources of joy are much needed. Why focus on the Nordics? With high levels of life satisfaction and quality of life, the Nordics countries are globally renowned for their happiness. The aim with the research was to explore how these elements, while shaping the conditions for happiness, also shape the Nordic percep - tion of joy. Key findings The Nordic region is consistently perceived as one of the most joyful in the world — both by its own residents and by those abroad. 50% of Nordic citizens associate joy with relaxing at home. Mindfulness Connection Balance are 3 things to prioritise to experience more joy. 13% Only for 13%, the most joyful moments are filled with high energy. 2 in 5 joyful moments are totally spontaneous. 53% find joy in a nice chat with a family member/ close friend. 78% found new sources of joy during the pandemic. 17Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 18
Powered by Joy® 18 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 19
Red Band is the second largest candy brand in the Netherlands and has been on the market since 1928. It offers a wide portfolio with variations in flavour and texture and is associated with high quality and joyful occasions. Malaco is Sweden’s first liquorice manufacturer and has been on the market since 1934. It is known for its wide range of candies, including both classics and modern favorites. T oday, the brand is sold across all Nordic countries and offers a diverse portfolio of sour, sweet and salty mixes. Gott & Blandat is a mixed candy bag, offering sweet, salty and sour flavours. The original mix, first launched in 1979, has been a Swedish favourite for generations and remains one of the country’s most popular mixed candy bags. With origins in Sweden, Juleskum is a cherished Christmas classic. The pink, fluffy foam Santas were first produced in Sweden in 1934 and have since become a beloved holiday tradition. Since 2011, a new flavour has been released each year. Ahlgrens bilar is Sweden’s most sold car. The design has remained unchanged since 1953, when the Swedish plant attempted to manufacture marshmallows. The result was not as expected; small, car-shaped foam candies that became an instant hit. T oday, Ahlgrens bilar comes in several varieties, including sweet, sour and salty. Originating in Finland, Tupla has been fueling adventures since 1960. The name Tupla, meaning double in Finnish, reflects the original product with two chocolate bars in one package. T oday, Tupla is available in several of Cloetta’s core markets and comes in many flavours and formats, including chocolate bags and ice-cream tubes and cones. Kexchoklad is one of Sweden’s most loved chocolate products and the most sold countline brand in Swedish retail. This active classic has enhanced everyday life since 1938 and is known for the iconic chequered wafer pattern. Kexchoklad has a long-standing collaboration with the Swedish Alpine Ski National T eam, and as from 2025, also the Swedish Skicross National T eam. Läkerol is a natural, sugar-free pastille brand with roots from the early 1900’s. It is known for its soothing and refreshing qualities and was the first brand to be granted the status as the Purveyor to the Court of Sweden in 1916. Läkerol offers a wide selection of flavours and is connected with moments that uplift everyday life, living up to its claim: “Makes people talk.” Mynthon is a pastille brand with roots in Finland, designed to freshen breath. Mynthon pastilles have been on the market since the 1970s and are familiar to many consumers for its refreshing flavours and distinctive blue-toned packaging. CandyKing is the industry-leading Pick & mix brand in Europe with bold global growth ambitions. Founded in 1984 in Sweden, CandyKing has created a unique space where consumers can choose their mix of favourites and novelty specials from a colourful assortment of different shapes and flavours. Cloetta’s ten Superbrands Cloetta is Northern Europe’s leading confectionery company and has created joy for over 160 years. Our iconic brands create billions of smiles in over 60 countries. 19Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 20
Superbrand milestones 2025 Successful launch of Mynthon Zip Mint in Scandic In 2025, Cloetta reached an important milestone in extending its Super - brands into new core markets with the launch of Mynthon Zip Mint across all Scandic markets, after a successful introduction in Norway in 2024. Originating in Finland, Mynthon is a leading pastille brand known for its refreshing taste. The launch has delivered promising results, with nearly 20% of consumers entering the pastilles category and many switching from gums to pastilles. This expansion illustrates Cloetta ´ s ability to build on local success and adapt proven concepts to new regional conditions. Mynthon is available in Finland, the Baltics and the Scandic markets. Strong consistent cross-market brand for Malaco During 2025, Cloetta launched a new design framework for the Malaco brand, securing a consistent look and feel. Malaco has a strong connection to its brand logo, the butter - fly. The design is a visualisation of the butterfly effect and enables each product to showcase its unique character and flavour while seamlessly fitting into the overall range. The new framework builds a strong consistent cross- market brand based on the positioning and visual identity. Malaco is available in Finland, in the Scandic markets and in Travel Retail. CandyKing opens permanent store in NYC Cloetta reached an important milestone in December 2025 in growing beyond our core markets with the opening of CandyKing’s first permanent store in the U.S., one of the world’s largest confectionery markets. The store offers the widest assortment of Swedish candy in the U.S. and CandyKing’s complete, industry- leading Pick & mix concept, including exclusive products. The new store marks another step in Cloetta’s on- going work to leverage the growing demand for Pick & mix candy in North America. Located in the West Village at 306 Bleecker Street. Photo: Rachel Cabitt 20 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 21
Product prototype & concept innovation Create product concepts and prototypes that drive incremental growth, refined through quick prototyping and consumer feedback. Product concept – ready for execution Commercial innovation Innovate how we bring prod - ucts to market—through new channels, business models, or retail partnerships. Business concept – ready to be scaled Innovation catalysation Use partnerships and Next resources to facilitate innova - tion/problem solving across Cloetta using agile methods. Innovative solutions to key challenges Tr e n d foresighting Proactive and targeted trend foresighting to surface high-potential opportunities and channel them into the idea funnel. Frequent insights to fuel idea funnel Led by consumer needs, Cloetta Next, launched in 2025, acts as a catalyst for incremental and transformational growth, identifying and accelerating opportunities that go beyond our core business. It focuses on four innovation tracks to drive growth. The long-term goal is to innovate faster and broader to drive incremental growth and future relevance, in line with the strategic priorities announced in 2025. 21Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 22
Climate Action Program Less and Better Packaging Choice for You & Innovations Diversity, Equity and Inclusion Health & Safety Sustainable Sourcing A Sweeter Future For the PlanetFor People For You Marketing & Sustainability Communication Our sustainability agenda The overall goal of Cloetta’s sustainability work is to create the conditions for long-term value creation. Cloetta is a fast-moving consumer goods company with a global value chain. The sustainability agenda therefore includes initiatives covering all parts of the value chain, where Cloetta has both the ability and the responsibility to create a positive impact. Cloetta’s sustainability agenda, A Sweeter Future, focuses on creating joy and long- lasting value for consumers, for people, and for the planet. This means growing as a company, managing risks, and identifying opportu - nities while respecting and managing the impact on people and the environment, as well as meeting stakeholder expectations across Cloetta’s value chain. As a signatory participant of the UN Global Compact since 2009, Cloetta supports the Sustainable Development Goals (SDGs), both directly and indirectly through its work within three strategic pillars. In 2020, Cloetta joined the Science Based T argets initiative (SBTi) and had its science-based targets validated, with 2019 as the baseline year. 22 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 23
For You Consumers are at the center of Cloetta’s business, which is why we strive to meet diverse needs while ensuring safe, high-quality, transparently labelled, and trusted products. Through continuous innovation, Cloetta aims to offer products that align with evolving consumer preferences, including healthier alternatives and environmentally responsible choices. Consumers are at the center of Cloetta’s busi- ness, which is why we strive to meet diverse needs while ensuring safe, high-quality, transparently labelled, and trusted products. Cloetta’s SDG commitment Responsible Consumption and Produc tion is central to Cloetta’s efforts within the For You pillar. Cloetta takes respon sibility for product quality and food safety, sources sustainable ingredients, and provides options that consider consumers’ health. Under this pillar, Cloetta’s ambi - tions are to expand sugar-free and reduced-sugar products, develop options with functional ingredients, offer more vegan choices, support dental health through xylitol products and ensure transparent on-pack communication. 23Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 24
For People Taking care of the people involved in Cloetta’s products extends beyond the com - pany’s own operations and offices. By engaging in partnerships and collaborating with organisations, Cloetta supports farmers and helps improve living conditions throughout its supply chain. Taking care of the people involved in Cloetta’s products extends beyond the company’s own opera- tions and offices. Cloetta’s SDG commitment In the For People pillar, Cloetta contributes directly to SDGs 5, 8, 12 and 17. Gender equality and decent work and economic growth are important within Cloetta’s own operations as well as throughout its supply chain. Through partnerships, Cloetta is able to strengthen these impacts. Respon sible consumption and production is at the core of Cloetta’s responsible marketing practices and societal impact. Under this pillar, Cloetta’s ambitions are to continue to work towards zero work-related accidents, strengthen our partnerships to improve living conditions in our supply chain and to achieve gender-balanced teams within Cloetta. 24 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 25
For the Planet A healthy planet is the source of all Cloetta’s ingredients. Climate action, sustainable sourcing, and the initiative Less and Better Packaging are our three main priorities in improving the environmental footprint. Within these areas, we work to enhance the environmental performance of suppliers, assessing topics such as biodiversity, energy usage, waste, and emissions across both our own operations and the supply chain. Cloetta focuses on resource efficiency, climate impact reduc - tion, and advancement towards science-based targets. Cloetta’s SDG commitment In the For the Planet pillar, the SDGs focused on Responsible Consumption and Production, Climate Action, and Life on Land are of greatest importance to Cloetta. Our products depend on raw materials sourced from around the world, and their consumption and pro duction bring an increased responsibility for the company’s climate footprint. Under this pillar, Cloetta’s ambitions are to reduce absolute greenhouse gas emissions with 46 per cent by 2030, use 100 per cent packaging from renewable sources or recycled materials by 2030, and maintain our certifications: 100 per cent of the palm oil content in our purchased ingredients is RSPO-certified seg - regated palm oil and 100 per cent purchased Rainforest Alliance certified cocoa. 25Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 26
Cloetta’s markets As of 2025, Cloetta divides its market presence in two groups, in line with its strategic priorities. Core markets are Sweden, Finland, the Netherlands, Denmark and Norway. Beyond core markets include Germany, United Kingdom and North America. In total, Cloetta has sales to more than 60 markets. 31% 20%6% 11% 7%14% 4% 7% Sweden Finland Norway Denmark Germany The Netherlands The UK Other markets Market position per category Market Candy Pastilles Chocolate Chewing gum Pick & mix Sweden 1 1 2 - 1 Finland² 2 1 4 1 1 Norway 2 3 6 - 1 Denmark 2 1 - - 1 The Netherlands 2 4 - 2 - Germany² 6 - - - - The UK² ¹ - - - 1 Other markets³ - - - - - 1) Presence on the market without confirmed market position. 2) Estimated market position based on data from specific customers. 3) North America is included in Other markets Source: Kesko, SOK, Circana and Nielsen. 26 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 27
T op-selling brands Categories Confectionery market excl. pick & mix Largest players Confectionery market excl. pick & mix T op-selling brands Categories Confectionery market excl. pick & mix Largest players Confectionery market excl. pick & mix Share of sales 5.1% Total market CAGR 2020–2025 35% Candy and pastilles 58% Chocolate 7% Chewing gum 21% Cloetta 25% Mondelez 10% Fazer 44% Others Sweden Sweden is the largest single market in the Nordic region, with a population of around 10.6 million people and almost one third of the total confectionery consumption. In 2025, the Swedish mar - ket recorded consumer sales of around SEK 19bn, an increase compared to the prior year. Sales channels Cloetta’s largest customers include Axfood, Coop, ICA and Rusta. The Swedish grocery retail trade is concentrated and increasingly centrally controlled, but with good opportunities for influence at the local store level. The task for Cloetta’s sales force is to ensure distribution as well as placement and space in the stores in accord - ance with the central agreements, and also to provide the trade with support in implementing campaigns and launches. The Pick & mix concepts are handled by a dedicated merchandising organisation. The service trade is a vital sales channel. In recent years, alternative sales channels such as building supply stores, cinemas and arenas have become increasingly important. Organisation In Sweden, there are a total of around 240 employees in the sales and merchandising organisation and the office in Malmö. Finland Finland is the third largest market in the Nordic region, with a population of around 5.6 million people and one fourth of the total confectionery consumption. In 2025, the Finnish market recorded consumer sales of around SEK 14bn. Sales channels The Finnish grocery retail trade is dominated by two players, Kesko and SOK with a combined share over 80 per cent. Lidl also has a large share of retail trade with 10 per cent. Finland has the most cen - tralised purchasing of all the Nordic region markets which enables new products to achieve wide distribution and quickly become avail - able to consumers. Cloetta’s largest customers include SOK, Kesko and T okmanni. Cloetta is the market leader in Pick & mix which rep - resents about 10.6 per cent of the total market value. Organisation In Finland, there are around 200 employees in the sales and mer - chandising organisation and at the office in T urku, including Finnish employees in Cloetta’s central functions. Around 125 Cloetta’s field sales representatives and merchandisers visit the stores every day. Source: Global data. Source: Kesko and SOK. Share of sales 4.3% Total market CAGR 2020–2025 41% Candy and pastilles 54% Chocolate 5% Chewing gum 20% Cloetta 39% Fazer 6% Orkla 5% Mondelez 30% Others 31% 20% Source: Nielsen.Source: Global data. #2 #2 21% 20% 7% 25% 39% 35% 10% 6% 5% 44% 30% 41% 54% 5% 58% Core markets 27Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 28
T op-selling brands Categories Confectionery market excl. pick & mix Largest players Confectionery market excl. pick & mix T op-selling brands Categories Confectionery market excl. pick & mix Largest players Confectionery market excl. pick & mix Share of sales 5.0% Total market CAGR 2020–2025 40% Candy and pastilles 53% Chocolate 7% Chewing gum 16% Cloetta 19% Perfetti 9% Haribo 56% Others The Netherlands The Netherlands is the sixth largest confectionery market in Western Europe, with a population of around 18.1 million people. In 2025, the Dutch market recorded consumer sales of around SEK 26bn. Sales channels The grocery retail trade is concentrated around a few major players. Primarily centralised purchasing allows for wide and rapid distribu - tion of new products that are launched. Other important channels include the hard discount and non-food retail chains, pharmacies and out-of-home. Also, online grocery shopping has a strong posi - tion in the Netherlands in which Cloetta is present. Cloetta’s largest customers include Albert Heijn, Jumbo Supermarkten, Plus Retail, AS Watson and Lekkerland. Organisation Cloetta has around 70 employees in the commercial organisation at the office in Breda mainly focusing on the Dutch market. The Breda office also supports the beyond core markets including demand, customer service, marketing, business controlling and finance & accounting. Denmark Denmark is the second largest market in the Nordic region with a population of around 6.0 million people and almost one third of the total confectionery consumption. In 2025, the Danish market recorded consumer sales of around SEK 20bn. Sales channels The grocery trade in Denmark is moving towards increasing cen - tralisation, albeit with a combination of centrally driven chains and a more decentralised approach than in the other Nordic countries. Extensive efforts are therefore required at an individual store level to achieve distribution and sales of in-store display racks. The Discount channel is growing and new channels such as non-food outlets and DIY stores are growing in importance. Cloetta’s largest customers include Coop, Salling Group and Reitan. Organisation In Denmark, there are around 130 employees at the offices in Brøndby and Randers and in the sales and merchandising organisation. Source: Global data. Source: Nielsen. Share of sales 4.7% Total market CAGR 2020–2025 35% Candy and pastilles 57% Chocolate 8% Chewing gum 13% Cloetta 25% Haribo 11% To m s 51% Others 14% 11% Source: Circana.Source: Global data. #2 #2 35% 57% 8% 13% 25% 11% 51% 40% 16% 19% 9% 56% 7% 53% 28 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 29
T op-selling brands Categories Confectionery market excl. pick & mix Largest players Confectionery market excl. pick & mix T op-selling brands Share of sales 4.5% Total market CAGR 2020–2025 36% Candy and pastilles 58% Chocolate 6% Chewing gum 7% Cloetta 39% Mondelez 19% Orkla 35% Others Norway Norway is the smallest market in the Nordic region, with a population of around 5.5 million people and almost one fourth of the total confectionery consumption. In 2025, the Norwegian market recorded consumer sales of around SEK 15bn. Sales channels Cloetta’s largest customers include Coop, NorgesGruppen and Rema 1000. Organisation In Norway, Cloetta has around 30 employees at the office in Lysaker just outside of Oslo and in the sales and merchandising organisation. 6% Source: Nielsen.Source: Global data. #3 Germany Germany is the largest market in Western Europe, with a population of around 84.5 million people. In 2025, the German market recorded consumer sales of around SEK 153bn, an increase compared to prior year. Sales channels The market is characterised by its large proportion of discounters and fierce competition. Cloetta’s largest customers include Edeka, Lidl & Schwarz, Metro and Rewe. Organisation Cloetta has its own sales organisation in Bocholt, Germany. The office takes care of marketing, customers and the brands, and also has direct contact with all major customer groups, which are supplied directly out of the German central warehouse. T o ensure full country service coverage, Germany works with sales agents in seven regions. Share of sales 5.6% Total market CAGR 2020–2025 7% 36% 7% 39% 19% 35% 6% 58% Beyond core markets 29Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 30
T op-selling brands Share of sales¹ 1) North America is included in Other markets 7% T op-selling brands Other Markets Cloetta’s sales to Other markets consists primarily of sales to countries where Cloetta does not have its own sales and mar - keting organisations, in total of more than 60 markets. In these markets, Cloetta is active in three categories: candy, chocolate and pastilles, with commercial focus on three Superbrands; Red Band, The Kexchoklad and Läkerol and two other strategic brands, Jelly Bean Factory and Chewits. Markets and sales channels Within Other markets, Switzerland, Austria, Saudi Arabia and the Baltics (Latvia, Estonia, and Lithuania) are prioritised. Through external distribution partners, Cloetta’s brands reach consumers across modern retail, traditional trade and convenience channels. Organisation All Other Markets are serviced by external distributors managed by local staff from the Breda office in the Netherlands and from the Turku office in Finland. Also, Cloetta has a few regional hubs in Latvia, Switzerland and United Arab Emirates. North America In 2025, Cloetta shared its plan to gradually step up the com - pany’s market presence in the U.S. and Canada. The U.S. has a high per-capita consumption of confectionery and is one of the world’s largest confectionery markets with an estimated market size of around SEK 392bn (USD 40bn). Cloetta has previously only been present in the North American market through The Jelly Bean Planet¹ but is currently focusing on creating a wider winning brand portfolio by adding two of its Super - brands, CandyKing and Malaco, to the local offering. In December 2025, the first permanent CandyKing store was opened in New York City. Within the CandyKing brand, Cloetta now focuses on establishing its leading concept and the Nordic con - sumer tradition of Pick & mix in retailers in North America. Cloetta regularly provides updates on its gradual step up in North America in connection with its financial interim reports. United Kingdom The UK is the second largest market in Western Europe, with a population of around 69.4 million people. In 2025, the UK market recorded consumer sales of around SEK 149bn, an increase compared to prior year, Sales channels The market is characterised by fierce competition from all inter - national confectionery companies. Cloetta’s largest customers include Poundland and T esco. Organisation Both the Branded packaged products business and the Pick & mix business are commercially managed from Cloetta’s office in Fare - ham, where Cloetta has a sales and merchandising team. Share of sales 6.4% Total market CAGR 2020–2025 4% 1) In North America, The Jelly Bean Factory ® is branded The Jelly Bean Planet ®. 30 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 31
Share and shareholders The main objective of Cloetta’s Investor Relations is to produce accurate, sufficient and timely information regarding the development of Cloetta’s business operations, strategy, markets and financial position to ensure that the capital markets have relevant information in order to determine the value of the company at all times. Investor relations Cloetta meets with investors and analysts and attends roadshows and seminars mainly intended for institutional investors. The IR team regularly participates in events especially targeted for private investors. Since 2024, Cloetta has further developed its dialogue with the capital market through plant visits and quarterly pre-silent period calls. The IR team includes the CEO, CFO and the Director Communications & IR. Listing and share trading Cloetta’s class B shares have been listed on Nasdaq Stockholm since 16 February 2009 and have been traded on the Mid Cap list since 2 July 2012. Cloetta’s shares are part of the OMX Stockholm Mid Cap index, and also for example the Nordic and Swedish indus - try sector index for Food Producers and Food & Beverage. Since 1 December 2025, Cloetta is included in the OMX Stockholm Benchmark™ Index (OMXSB) that measures the performance of a selection of the largest and most traded securities listed on Nasdaq Stockholm AB. The index is reviewed semi-annually in June and December. Shareholders¹ On 31 December 2025, Cloetta AB (publ) had 45,875 (40,831) shareholders, an increase of 12.4 per cent (decrease of 5.4 per cent) since the previous year-end. Of the shareholders, 1,493 were finan - cial and institutional investors and 44,382 were private investors. Financial and insti - tutional investors held 82.41 per cent of the votes and 79.28 per cent of the share capi - tal. There were 1,652 foreign shareholders who held 34.57 per cent of the votes and 40.63 per cent of the share capital. The 15 largest shareholders accounted for 66.26 per cent of the votes and 60.24 per cent of the share capital. On 31 December 2025, AB Malfors Promotor was Cloetta’s largest shareholder with a holding representing 42.97 per cent of the votes and 32.79 per cent of the share capital in the company. The second largest shareholder was Van Lanschot Kempen Investment Manage - ment with 5.00 per cent of the votes and 5.89 per cent of the share capital, and the third largest shareholder was Nordea Funds with 3.06 per cent of the votes and 3.61 per cent of the share capital. Share price and trading² Between 1 January and 31 December 2025, 93,931,729 Cloetta shares were traded on Nasdaq Stockholm for a total value of SEK 3,050m, equal to around 33 per cent of the total number of class B shares at the end of the period. T rading on Nasdaq Stockholm accounted for 37 per cent, and other markets where the Cloetta share was traded include Cboe Global Markets at 50 per cent, LSE Group at 7 per cent and Aquis at 3 per cent. The highest quoted bid price during the period from 1 January to 31 December 2025 was SEK 40.58 on 23 December 2025, and the lowest bid price was SEK 23.74 on 14 January 2025. The share price on 31 December 2025 was SEK 40.46 (last price paid). During the period from 1 Janu - ary to 31 December 2025, Cloetta’s share price increased by 60.6 per cent, while Nasdaq OMX Stockholm PI increased by 9.5 per cent. Share capital and capital structure Cloetta’s share capital per 31 December 2025 amounted to SEK 1,443,096,495. 1) Source: Euroclear and Monitor. 2) Source: Nasdaq Stockholm. Share price performance 2015–2025 No. of shares traded, thousands Closing price, SEK 36,000 30,000 24,000 18,000 12,000 6,000 0 OMX Stockholm_PICloetta B No. of shares traded, thousands per month 0 6000 12000 18000 24000 30000 36000 20252024202320222021202020192018201720162015 0 10 20 30 40 50 6060 50 40 30 20 10 0 Cloetta B OMX Stockholm_PI No. of shares traded, thousands per month 31Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 32
The total number of shares is 288,619,299, divided between 5,735,249 class A shares and 282,884,050 class B shares, equal to a quota value per share of SEK 5. According to the Articles of Association, the share capital shall amount to not less than SEK 400,000,000 and not more than SEK 1,600,000,000, divided between no less than 80,000,000 shares and no more than 320,000,000 shares. At 31 December 2025 Cloetta had 1,936,783 class B shares in treasury. Dividend and dividend policy Cloetta’s long-term goal is a dividend pay- out of more than 50 per cent of profit for the year. Neither the Swedish Companies Act nor Cloetta’s Articles of Association contain any restrictions regarding the right to div - idends for shareholders outside Sweden. Aside from any limitations related to banking or clearing activities in the affected jurisdic - tions, payments to foreign shareholders are carried out in the same manner as to share - holders in Sweden. A dividend of SEK 315m was transferred to the shareholders in 2025. For the finan - cial year 2025, the Board of Directors of Cloetta AB proposes to distribute a divi - dend to the shareholders of SEK 1.40 (1.10) per share for the 2025 financial year cor - responding to 51 per cent (66) of profit for the year. The dividend is resolved on by the Annual General Meeting (AGM) and dis - bursement is handled by Euroclear Swe - den AB. The right to a dividend is granted to those persons who are listed as share - holders in the share register maintained by Euroclear Sweden AB on the record date. Articles of Association Cloetta’s Articles of Association contain a Central Securities Depository (CSD) provision and its shares are affiliated with Euroclear Sweden AB, which means that Euroclear Sweden AB administers the company’s share register and registers the shares to owners. Each A share grants ten votes and each B share one vote in share - holders meetings. All shares grant equal entitlement to the company’s profits and an equal share in any surplus arising from liquidation. Should the company issue new shares of class A and class B through a cash or set-off issue, holders of class A and class B shares have the right to subscribe for new shares of the same class in propor - tion to the number of shares already held on the record date. If the issue includes shares of only class B, all holders of class A and class B shares have the right to sub - scribe for new class B shares in proportion to the number of shares already held on the record date. Corresponding rules of appor - tionment are applied in the event of a bonus issue or issue of convertibles and subscrip - tion warrants. The transference of a class A share to a person who is not previously a holder of class A shares in the company is subject to a preemption procedure, except when the transfer is made through division of joint property, inheritance, testament or gift to the person who is the closest heir to the bequeathed. After receiving a written request from a holder of class A shares, the company shall convert the class A shares specified in the request to class B shares. T ransaction notifications from persons discharging a managerial responsibility Persons discharging managerial respon - sibilities for Cloetta as well as persons or legal entities closely associated with them are obliged to notify Cloetta and the Swedish Financial Supervisory Authority of every transaction conducted related to changes in their holdings of Cloetta shares once a total amount of EUR 20,000 has been reached within a calendar year, according to the Market Abuse Regulation. Listed companies are required to maintain a logbook of individuals who are employed or contracted by the company and have access to insider information relating to the company when insider information arises within the company. These can include both persons discharging managerial responsi - bilities, and also other individuals who have obtained inside information. Silent periods Cloetta observes a silent period starting at least 25 calendar days prior to publication of the year-end or interim report. The silent period ends when the financial report is published. During this period, Cloetta represent - atives refrain from providing estimates, answering questions or commenting on Cloetta’s financial development, financial results, outlook or significant business prospects that are material and/or are of strategic importance. If any incident that arises during a silent period is subject to regulatory timely disclo - sure, Cloetta will disclose the information according to the disclosure regulations and may comment on that particular matter. Source: Modular Finance AB. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority (Finansinspektionen). Marketplaces, % 1 January–31 December 2025 50 % Cboe Global Markets 37 % Nasdaq OMX 7 % LSE Group 3 % Aquis 2 % Liquidnet 1 % Övrigt T rading categories, % 1 January–31 December 2025 31% LIT 25% Off-book 19% Auction 14% SI 9% Dark 2% Over the Counter 50% 37% 3% 2% 1% LIT, i.e. buy-and-sell orders are public. Traditional exchange trading. Off-book, stock trades that are executed away from the exchange and are registered later. Auction, auction trading process on an exchange. SI, Systematic Internalisers, outside regulated markets or trading platforms. Dark buyers and sellers trade shares anonymously, without public transparency. Not registered on any public exchange. Over the Counter, trading of securities executed outside of formal exchanges and without the supervision of an exchange regulator. 7% 31% 25% 19% 14% 9% 2% 32 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 33
15 largest shareholders at 31 December 2025 % of votes % of share capital Total no. of shares No. of A shares No. of B shares Aktiebolaget Malfors Promotor 42.97 32.79 94,646,826 5,729,569 88,917,257 Van Lanschot Kempen Investment Management 5.00 5.89 17,003,169 - 17,003,169 Nordea Funds 3.06 3.61 10,405,077 - 10,405,077 Dimensional Fund Advisors 2.27 2.68 7,722,371 - 7,722,371 Vanguard 2.16 2.54 7,336,909 - 7,336,909 Thompson, Siegel & Walmsley LLC 1.59 1.88 5,415,700 - 5,415,700 Armor Advisors LLC 1.54 1.81 5,233,503 - 5,233,503 Ulla Håkanson 1.47 1.73 5,000,000 - 5,000,000 Avanza Pension 1.33 1.56 4,515,284 - 4,515,284 Olof Svenfelt 1.24 1.46 4,220,030 30 4,220,000 BlackRock 1.12 1.32 3,797,009 - 3,797,009 Handelsbanken Fonder 0.76 0.90 2,590,306 - 2,590,306 Ensign Peak Advisors Inc. 0.65 0.77 2,210,047 - 2,210,047 SEB Funds 0.57 0.67 1,926,237 - 1,926,237 Nordea Funds Luxembourg 0.53 0.63 1,819,514 - 1,819,514 Total, 15 largest shareholders 66.26 60.24 173,841,982 5,729,599 168,112,383 Treasury shares 0.57 0.67 1,936,783 - 1,936,783 Other shareholders 33.17 39.09 112,840,534 5,650 112,834,884 Total 100.0 100.0 288,619,299 5,735,249 282,884,050 Source: Monitor by Modular Finance AB. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority (Finansinspektionen). Size categories at 31 December 2025 Total no. of shares No. of known owners Share of known owners, % Capital, % Votes, % 1 – 500 4,071,503 34,757 75.77 1.41 1.21 501 – 1,000 3,707,651 4,657 10.15 1.28 1.09 1,001 – 5,000 11,545,214 5,100 11.12 4.00 3.40 5,001 – 10,000 5,013,978 674 1.47 1.74 1.47 10,001 – 20,000 4,253,443 295 0.64 1.47 1.25 20,001 – 237,667,188 392 0.85 82.35 85.01 Unknown holding size 22,360,322 0 0.00 7.75 6.57 Total 288,619,299 45,875 100.00 100.00 100.00 Source: Monitor by Modular Finance AB. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority (Finansinspektionen). Shareholders by country at 31 December 2025 Country No. of shareholders % of votes % of share capital No. of A shares No. of B shares Sweden 44,223 65.50 59.33 5,735,249 165,625,205 United States 95 14.11 16.63 - 47,995,482 Netherlands 26 5.34 6.30 - 18,177,331 Finland 443 3.71 4.37 - 12,611,111 Norway 141 1.13 1.33 - 3,837,667 Other 942 3.61 4.25 - 12,275,599 Unknown country 5 6.60 7.79 - 22,361,655 Total 45,875 100.00 100.00 5,735,249 282,884,050 Source: Monitor by Modular Finance AB. Compiled and processed from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority. Shareholder categories at 31 December 2025 No. of share holders % of shareholders % of votes % of share capital Private investors 44,382 96.75 17.59 20.72 Of which, Swedish residents 43,806 95.49 16.93 19.94 Legal entities 1,493 3.25 82.41 79.28 Of which, Swedish residents 470 0.90 48.57 39.39 Total 45,875 100.00 100.00 100.00 Of which, Swedish residents 44,276 96.39 65.50 59.33 Source: Monitor by Modular Finance AB. Compiled and processed from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority. 33Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 34
Development of the share Year Event Increase in share capital Total share capital Increase in no. of shares Total no. of shares 1998 Opening share capital, par value of the share is SEK 100 - 100,000 - 1,000 2008 Non-cash issue in connection with de-merger of Cloetta Fazer 99,900,000 100,000,000 999,000 1,000,000 2008 Share split, quota value of the share changed from SEK 100 to SEK 4 - 100,000,000 23,119,196 24,119,196 2008 Bonus issue, quota value of the share changed from SEK 4 to SEK 5 20,595,980 120,595,980 - 24,119,196 2011–2012 Conversion of convertible debenture loan 2,836,395 123,432,375 567,279 24,686,475 2012 Issue in kind 825,934,620 949,366,995 165,186,924 189,873,399 2012 Rights issue 493,729,500 1,443,096,495 98,745,900 288,619,299 Source: Euroclear. Incentive schemes The table below represents the main characteristics of the share-based long-term incentive plans that have been approved by the AGM. For more information about the incentive plans, see pages 55–57, and Note 23 on pages 175–176. LTI 2025 LTI 2024 LTI 2023 LTI 2022 LTI 2021 AGM approval date April 2025 April 2024 April 2023 April 2022 April 2021 Maximum number of B shares to be allocated 1,817,227 2,391,629 1,923,844 1,622,932 1,590,629 as a percentage of total shares 0.6 0.8 0.7 0.6 0.6 as a percentage of voting rights 0.5 0.7 0.6 0.5 0.5 Number of employees offered the opportunity to participate 78 44 46 47 48 Number of participants at inception date 57 32 36 35 38 Estimated number of B shares to be allocated, subject to possible recalculation 1,193,056 1,249,940 806,504 as a percentage of total shares 0.4 0.4 0.3 as a percentage of voting rights 0.4 0.4 0.2 Number of participants at reporting datet 53 24 23 Vesting date 8 May 2025 27 April 2024 Realised performance target, % 78 69 Actual number of performance shares A granted on vesting date 154,216 191,363 Actual number of performance shares B granted on vesting date 462,893 532,000 Total number of B shares granted on vesting date 617,109 723,363 as a percentage of total shares 0.2 0.3 as a percentage of voting rights 0.2 0.2 Number of participants at vesting date 26 31 Analysts Share data Communications and IR contact The following analysts regularly monitor Cloetta’s development: Handelsbanken Stefan Stjernholm stefan.stjernholm@ handelsbanken.se Nordea Adrian Elmlund adrian.elmlund@nordea.com Marketplace Nasdaq Stockholm Date of listing 16 February 2009 Segment Mid Cap Sector Food Producers, Food & Beverage and Consumer Goods Ticker symbol CLA B ISIN code SE0002626861 Currency SEK Standard trading unit 1 share No. of shares in issue 288,619,299 A and B shares Highest price paid in 2025 SEK 40.58 (23 December) Lowest price paid in 2025 SEK 23.74 (14 January) Last price paid 2025 SEK 40.46 Share price growth in 2025 60.6 per cent Laura Lindholm Director Communications & IR Communications & IR team +46 766 96 59 40 ir@cloetta.com 34 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 35
31% 20%14% 11% 7% 7% 6% 4% 68% Nordic countries 32% Other Financial performance Net sales and profit Condensed consolidated profit and loss account SEKm 2025 2024 Net sales 8,525 8,613 Cost of goods sold -5,436 -5,747 Gross profit 3,089 2,866 Selling expenses -1,184 -1,160 General and administrative expenses -797 -899 Operating profit 1,108 807 Net financial items -90 -148 Profit before tax 1,018 659 Income tax -227 -182 Profit for the year 791 477 Operating profit, adjusted 1,033 910 Net sales Net sales for the year decreased by SEK 88m to SEK 8,525m (8,613) compared to last year, due to a negative impact from foreign exchange rates of -2.4 per cent. Organic growth was 1.9 per cent and struc - tural changes were -0.5 per cent. Sales of Branded packaged products decreased organically by -0.9 per cent. Pick & mix sales increased organically by 9.1 per cent. Sales of Branded packaged products account for 70 per cent (72) of total sales, and Pick & mix accounts for 30 per cent (28) of total sales. Divided by category, candy accounts for 62 per cent (62) of sales and chocolate accounts for 23 per cent (21). Pastilles account for 9 per cent (9), chewing gum for 4 per cent (5), nuts for 1 per cent (1) and other products for 1 per cent (2). Sales in five core markets and three beyond core markets Cloetta has five core markets, of which Sweden is the largest with around 31 per cent (30) of Cloetta’s sales. The second largest market is Finland with 20 per cent (20). The Netherlands accounts for 14 per cent (14), Denmark for 11 per cent (11) and Norway for 6 per cent (6). Cloetta has three beyond core markets, where Germany stands for 7 per cent (7) and the UK for 4 per cent (5) of Cloetta’s sales. The sales for the third beyond core market, North America, are currently included in Other markets. Net sales of Branded packaged prod - ucts grew organically in our core markets while the Net sales in beyond core markets declined. Net sales of Pick & mix grew in all core and beyond core markets except the UK. Other Markets In addition to the core and beyond core markets, Cloetta’s products are sold through distributors in more than 60 countries. Sales in these other markets increased in 2025 and accounted for 7 per cent (7) of Cloetta’s sales. Pricing strategies In Cloetta’s core markets, the grocery trade is consolidated with few, very large retail chains. Concentration of the grocery retail trade exerts strong price pressure on all our suppliers. Cloetta continuously improves its efficiency to cope with the pressure from the grocery retail trade. T o offset changes in raw material costs and exchange rates, Cloetta’s strategy is to pass these on by adjusting its prices. Net sales SEKm 2,500 2,0 00 1,500 1,000 500 00 500 1000 1500 2000 2500 Q4Q3Q2Q1 2024 2025 Cloetta’s net sales by country % 31% Sweden 20% Finland 14% The Netherlands 11% Denmark 7% Germany 7% Other markets* 6% Norway 4% The UK Net sales – change SEKm 10,000 9,000 8,000 7 ,000 6,000 5,0005000 6000 7000 8000 9000 10000 20252024 Exchange rate changes Structural changes Organic growth 8,613 163 – 41 –210 8,525 *) North America is included in the Other markets. 35Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 36
Quarterly data 2025 Q4 Q3 Q2 Q1 2024 Q4 Q3 Q2 Q1 Net sales, SEKm 8,525 2,231 2,177 2,078 2,039 8,613 2,285 2,196 2,038 2,094 Operating profit, SEKm 1,108 315 255 188 350 807 252 238 124 193 Operating profit, adjusted, SEKm 1,033 309 259 240 225 910 258 238 222 192 Operating profit margin, % 13.0 14.1 11.7 9.0 17.2 9.4 11.0 10.8 6.1 9.2 Operating profit margin, adjusted, % 12.1 13.9 11.9 11.5 11.0 10.6 11.3 10.8 10.9 9.2 Net financial items SEKm 2025 2024 Exchange differences on cash and cash equivalents in foreign currencies 13 -35 Other financial income 34 83 Unrealised gains or losses on single currency interest rate swaps 3 -19 Interest expenses on third-party borrowings and realised gains or losses on single currency interest rate swaps -90 -149 Interest expenses, third-party pensions -13 -9 Other financial expenses -37 -19 Net financial items -90 -148 Key ratios % 2025 2024 Gross margin 36.2 33.3 Operating profit margin 13.0 9.4 Operating profit margin, adjusted 12.1 10.6 Return on capital employed 14.3 11.2 Return on equity 13.9 8.8 For definitions, see pages 205-206. Operating profit, adjusted SEKm 0 50 100 150 200 250 300 350 Q4Q3Q2Q1 2024 2025 Operating expenses – change SEKm 8,000 7, 5 0 0 7 ,000 6,500 6,000 5,500 5,0005000 5500 6000 6500 7000 7500 8000 20252024 Personnel T ransportation Energy Depreciation, amortisation and impairment charges Maintenance Leasing Advertising, promotion, selling and marketing Other 7, 806 -132 -163 42 -43 -76 0 -1 -15 -1 7,417 Raw materials, packaging material and finished goods Further more, in a high inflationary environ - ment, Cloetta’s strategy is to protect its profitability by compensating for all input costs in absolute terms, also including packaging, freight and energy costs, through price increases towards customers as well as cost savings and reducing overall energy consumption. Gross profit Gross profit amounted to SEK 3,089m (2,866), which equates to a gross margin of 36.2 per cent (33.3). Gross profit, adjusted for items affecting comparability, amounted to SEK 2,966m (2,841), which equates to a margin of 34.8 per cent (33.0). The increase in gross profit, adjusted, was mainly driven by previous pricing and margin-enhanc - ing initiatives, including portfolio optimi - sation, partly offset by changes in foreign exchange rates. Operating profit Operating profit amounted to SEK 1,108m (807). Operating profit, adjusted for items affecting comparability, amounted to SEK 1,033m (910). The adjusted operating profit was positively impacted by the higher gross profit and cost control, including the gradual positive impact of the savings related to the change in operating structure, partially offset by increased investments in Superbrands coupled with general cost inflation. Items affecting comparability Operating profit for the year includes items affecting comparability of SEK 75m (-103), mainly related to releases of restructuring provisions as a result of not proceeding with the investment in a plant in the Netherlands, partly offset by the recognition of a restruc - turing provision for the change of the oper - ating structure. Employees The average number of employees was 2,521 (2,577). Research and development Costs for research and development (R&D) were charged to operating profit for an amount of SEK 60m (57) and are primarily attributable to the development of new prod - uct and brand varieties as well as packaging solutions within the framework of the exist - ing product range. No expenses for research and development have been capitalised. Seasonal variations Cloetta’s sales and operating profit are subject to some seasonal variations. Sales in the first and second quarters are affected by the Easter holiday, primarily in Sweden, depending on in which quarter it occurs. In the fourth quarter, sales are usually higher 36 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 37
Sensitivity analysis Change Profit before tax Currency risk If the Swedish krona weakens/strength - ens against the euro -/+ 10% +/- SEK 54m Interest rate risk Interest rate +/- 1% -/+ SEK 12m Commodity price risk Average raw material prices +/- 10% -/+ SEK 170m 49% 22% 7% 4% 4% 14% 73% 16% 11% 60% 33% 7% than in the first three quarters of the year, which is mainly attributable to the sale of products in Sweden in connection with the holiday season. Net financial items Net financial items for the year amounted to SEK -90m (-148). Net interest expenses related to external borrowings, cash pool and realised results on single currency interest rate swaps were in total SEK -56m (-66), net exchange differences on cash and cash equivalents were SEK 13m (-35) which mainly related to the development of the Swedish krona against the euro. Other financial items amounted to SEK -47m (-47) of which SEK -9m (0) was related to not proceeding with the investment in a plant in the Netherlands, mainly related to the release of prepaid commitment fees on unutilised credit facilities. Of the total net financial items SEK -71m (-56) is non-cash in nature. Profit for the year Profit for the year was SEK 791m (477). Income tax for the year was SEK -227m (-182). The effective tax rate for the year was 22.3 per cent (27.6) and was positively impacted by differences between expected and actual tax filings related to the previous year and negatively impacted by the revalu - ation of tax provisions, international tax rate differences and non-deductible expenses. Profit for the year equates to basic and diluted earnings per share of SEK 2.78 (1.67). Sensitivity analysis The effects on profit before tax of changes in the Swedish krona against the euro, inter - est rate and average raw material prices are shown in the table at the right. These are estimated effects which could occur with an isolated change in each variable and should be interpreted with caution. The calculations are hypothetical and should neither be considered as an indicator of either of these factors being more or less likely to change, nor the size of the magni - tude of the change. Real changes and their effects may be larger or smaller than pr sented in the table. In addition, it is likely that the actual changes will affect other items, and that actions by Cloetta and others, as a result of the changes, may thereby affect other items. Cloetta’s development is affected by multiple factors, which include those disclosed in the section Risks and risk management on pages 42–46. Operating expenses – by type % Operating expenses – by category % Cost of goods sold % 49% Raw materials, packaging material and finished goods 22% Personnel expenses 7% Advertising, promotion, selling and marketing 4% Depreciation, amortization and impairment charges 4% T ransportation 14% Other 73% Cost of goods sold 16% Selling expenses 11% Administrative expenses 60% Raw material and packaging 33% Manufacturing costs 7% Distribution and warehousing 37Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 38
Financial position Consolidated balance sheet SEKm 31 Dec 2025 31 Dec 2024 ASSETS Non-current assets Intangible assets 5,596 5,833 Property, plant and equipment 1,544 1,695 Deferred tax asset 25 59 Derivative financial instruments 2 1 Other financial assets 3 4 Total non-current assets 7,170 7,592 Current assets Inventories 1,377 1,336 Trade and other receivables 1,102 1,256 Current income tax assets 27 4 Derivative financial instruments 1 4 Cash and cash equivalents 737 953 Total current assets 3,244 3,553 TOTAL ASSETS 10,414 11,145 EQUITY AND LIABILITIES Equity 5,706 5,434 Non-current liabilities Long-term borrowings 1,408 2,306 Deferred tax liability 889 910 Derivative financial instruments - 4 Provisions for pensions and other long-term employee benefits 364 378 Provisions 1 163 Total non-current liabilities 2,662 3,761 Current liabilities Short-term borrowings 197 203 Derivative financial instruments 79 45 Trade and other payables 1,591 1,573 Provisions 31 11 Current income tax liabilities 148 118 Total current liabilities 2,046 1,950 TOTAL EQUITY AND LIABILITIES 10,414 11,145 Assets T otal assets at 31 December 2025 amounted to SEK 10,414m (11,145), which is a decrease of SEK -731m compared to the previous year. Non-current assets Intangible assets totalled SEK 5,596m (5,833). The change consists mainly of amortisation of SEK -11m (-12) and exchange differences related to intangible assets recognised in foreign subsidiaries of SEK -228m (130). Investments for the year amounted to SEK 2m (1). Of total intangible assets, 99 per cent (99) or SEK 5,557m (5,784) pertained to goodwill and trade - marks at 31 December 2025. Goodwill and trademarks are tested at least yearly for impairment. Property, plant and equipment amounted to SEK 1,544m (1,695). The year’s invest - ments amounted to SEK 187m (223). Investments were primarily in continuous efficiency-enhancing and replacement investments in the existing production lines, as well as investments in Pick & mix fixtures. Impairment losses amounted to SEK -9m (31). Depreciation amounted to SEK -248m (-272). Exchange differences related to property, plant and equipment recog - nised in foreign subsidiaries amounted to SEK -75m (45) during the year. Other move - ments add up to SEK -6m (-18). Current assets Current assets amounted to SEK 3,244m (3,553). This change is mainly due to lower cash and cash equivalents of SEK -216m and lower trade and other receivables of in total SEK -154m. Equity and liabilities Equity Consolidated equity at 31 December 2025 amounted to SEK 5,706m (5,434), which equates to SEK 19.9 (19.0) per share. On the balance sheet date, the share capital amounted to SEK 1,443m (1,443). The equity/assets ratio on the same date was 54.8 per cent (48.8). Liabilities Non-current liabilities amounted to SEK 2,662m (3,761), which is a decrease of SEK -1,099m compared to previous year, mainly as a result of a repayment of a SEK 800m loan from credit institutions. Long-term borrowings totaled SEK 1,408m (2,306) and consisted of SEK 1,353m 38 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 39
(2,232) in gross non-current loans from credit institutions, SEK 64m (80) in non- current lease liabilities and SEK -9m (-6) in capitalised transaction costs. The deferred tax liability decreased by SEK -21m to SEK 889m. Pension provisions decreased by SEK -14m to SEK 364m. T otal short-term borrowings amounted to SEK 197m (203) and consisted of com - mercial papers of SEK 149m (149), current lease liabilities of SEK 51m (56), accrued interest on borrowings from credit insti - tutions of SEK 0m (2) and capitalised transaction costs of SEK -3m (-4). Borrowings In the third quarter of 2025, Cloetta entered into a new term and multicurrency revolving facilities agreement. The facilities agree - ment bears variable interest at a rate based on 3 months EURIBOR plus a fixed applica - ble margin for loans in euros. The applicable margin at 31 December 2025 was 1.05 per cent (1.05) for the outstanding loans in euros. Interest on the issued commercial papers at 31 December 2025 amounted to 2.40 per cent (3.08). Furthermore, an addi - tional 35 per cent (35) of the fixed applica - ble margin on the unutilised amounts of the credit revolving loans is paid as a commit - ment fee. The effective interest rate for the loans from credit institutions and the commercial papers was 3.31 per cent (4.81) during the year. The effective interest rate including the effect of single currency interest rate swaps was 3.38 per cent (3.56). Change in capital employed Capital employed during the year decreased by SEK -616m to SEK 7,754m (8,370) compared to last year. Net debt Interest-bearing liabilities exceeded cash and cash equivalents and other interest- bearing assets by SEK 956m (1,610). The net debt/equity ratio on the balance sheet date was 16.8 per cent (29.6). Net debt SEKm 31 Dec 2025 31 Dec 2024 Gross non-current loans from credit institutions 1,353 2,232 Commercial papers 149 149 Lease liabilities 115 136 Derivative financial instruments (non-current and current) 76 44 Interest payable 0 2 Gross debt 1,693 2,563 Cash and cash equivalents -737 -953 Net debt 956 1,610 Equity/assets ratio At 31 December, % 60 50 40 30 20 10 00 10 20 30 40 50 60 20252024202320222021 Equity At 31 December, SEKm 6,000 5,000 4,000 3,000 2,000 1,000 00 1000 2000 3000 4000 5000 6000 20252024202320222021 Net debt/EBITDA SEKm x 2,400 2,000 1,600 1,200 800 400 00 400 800 1200 1600 2000 2400 20252024202320222021 0 1 2 3 Net d ebt, SEKm Net debt/EBITDA, x 39Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 40
Cash flow statement Condensed consolidated cash flow statement SEKm 2025 2024 Cash flow from operating activities before changes in working capital 982 961 Cash flow from changes in working capital 75 -196 Cash flow from operating activities 1,057 765 Investments in property, plant and equipment -131 -162 Investments in intangible assets -2 -1 Free cash flow 924 602 Other investing activities Disposals of property, plant and equipment 2 72 Cash flow from other investing activities 2 72 Cash flow from operating and investing activities 926 674 Cash flow from financing activities -1,192 -367 Cash flow for the year -266 307 Cash and cash equivalents at beginning of year 953 658 Cash flow for the year -266 307 Exchange difference 50 -12 Cash and cash equivalents at end of year 737 953 Free cash flow The free cash flow was SEK 924m (602). Cash flow from operating activities before changes in working capital was SEK 982m (961). The cash flow from changes in work - ing capital was SEK 75m (-196). The cash flow from investments in property, plant and equipment and intangible assets was SEK -133m (-163). Cash flow from changes in working capital Cash flow from changes in working capital was SEK 75m (-196). The cash flow from changes in working capital was positively impacted by an increase in payables of SEK 108m (-64) and a decrease in receiv - ables of SEK 85m (-131), partly offset by an increase in inventories for an amount of SEK -118m (-1). Cash flow from other investing activities Cash flow from other investing activities was SEK 2m (72). The positive cash flow in 2024 mainly related to the proceeds from the divestment of the Nutisal brand. Cash flow from financing activities Cash flow from financing activities was SEK -1,192m (-367) and was related to net proceeds and repayments of loans from credit institutions and commercial papers including transaction costs of SEK -813m (-3), the dividend distribution of SEK -313m (-285) and payments of lease liabilities of SEK -66m (-79). Cash and cash equivalents The net cash flow was SEK -266m (307), which together with exchange differences of SEK 50m (-12) decreased cash and cash equivalents by SEK -216m to SEK 737m, compared to SEK 953m in the previous year. Cloetta had an unutilised credit facility of SEK 1,244m (2,521) and the possibility to issue additional commercial papers for an amount of SEK 850m (850). Cloetta’s working capital is exposed to seasonal variations, partly resulting from a build-up of inventories in preparation for increased sales ahead of the Christmas holiday. This means that the working capital requirement is normally highest during the summer and lowest at year-end. Free cash flow SEKm 1,000 800 600 400 200 00 200 400 600 800 1000 20252024202320222021 Cash flow from operating activities SEKm 1,200 1,0 00 800 600 400 200 00 200 400 600 800 1000 1200 20252024202320222021 Cash flow from financing activities SEKm 0 -200 -400 -600 -800 -1,000 -1,200-1200 -1000 -800 -600 -400 -200 0 20252024202320222021 40 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 41
Taxes paid per country SEK m -200 0 200 400 600 800 IrelandBelgiumSlovakia3The UKGermanyNorwayDenmark2The NetherlandsFinlandSweden T axes paid 40% Value-added tax 24% Employment- related taxes 23% Confectionery tax 10% Corporate income tax 1% Packaging tax 2% Other taxes Our intention is to pay taxes in accordance with international and local legislation in the countries where Cloetta is operational. Total SEK 1,823 m Shareholder 4% Suppliers of raw materials and consumables 47% 21% Employees Other suppliers 23% 2% Creditors, financial partners Corporate income tax 3% Distributed value SEK 7 ,779m¹ Manufacturing and sales of Cloetta’s products generate economic value that benefits its stakeholders. Other information 1) Net sales of SEK 8,525m excluding profit for the year, amortisation, depreciation and impairments and including paid dividends. Total retained economic value of SEK 746m. 2) Tax paid in Denmark is proportionally higher due to sugar taxes. 3) Net tax receivable position due to the value-added tax receipts. SwedenFinland The Netherlands Denmark² GermanyNorway The UKSlovakia³Belgium Ireland 40% 24% 23% 10% 2%1% Future outlook Financial outlook As in earlier years, Cloetta is not issuing any financial forecast for 2026. Environmental impact and environmental management Cloetta works to reduce its environ - mental impact through systematic envi - ronmental management. Our greatest direct environmental impact comes from water and energy consumption, waste - water emissions, waste and transpor - tation. Over the entire life cycle of the products, the most significant environ - mental impact arises during raw material and packaging production. Cloetta com - plies with the statutory environ mental requirements and is not involved in any environmental disputes. At 31 Decem - ber 2025, Cloetta conducted operations at six plants in five countries. The plant in Ljungsbro, Sweden was subject to reporting requirements according to the Swedish Environmental Code. These permits apply until further notice. The manufacturing units outside Sweden adapt their operations, apply for the nec - essary permits and report to the author - ities in accordance with local legislation. All of Cloetta’s plants conduct system - atic environmental management that includes action plans and monitoring in a number of areas. Environmental man - agement is an integral part of Cloetta’s operations and environmental aspects are taken into account when making decisions. Frequent evaluation and follow- up of measures increase awareness about the effects of operations on the environment. Statutory sustainability report Pursuant to the Swedish Annual Accounts Act, Chap - ter 6, Section 10, Cloetta AB (publ)’s statutory sustaina - bility report is included in the administration report as a separate section on pages 64–140. The statutory sus - tainability report consists of pages 65–83 (general infor - mation), 84–109 (environ - mental information), 110–131 (social information), 132–135 (governance information) and 136–140 (appendix). 41Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 42
Risks and risk management Uncertainty about future events is a natural part of all business activities. Future events can have a positive impact on operations through opportunities to create increased value, or a negative impact through risks that may have an adverse effect on Cloetta’s business and results. New risks can arise as a result of events or decisions that are beyond Cloetta’s control, but they can also be an effect of incorrect risk management within Cloetta or among its suppliers or customers. Organisation for risk management Cloetta’s Board of Directors has a respon - sibility to the shareholders to oversee the company’s risk management. Risk assess - ment associated with business develop - ment and long-term strategic planning is prepared by the Group Management T eam and decisions are made by the Board of Directors. The Group Management T eam continu - ally reports to the Board of Directors on risk areas such as the Group’s financial status and compliance with the Group’s finance policy. Operational risk management that takes place at all levels of the organisation is regulated by Cloetta’s Code of Conduct and a number of other central policies. Identification of risks The identification of risks and proactive measures to limit them or prevent them from materialising and having a negative impact on operations, is of fundamental impor - tance for operations and is a central part of every manager’s responsibility at Cloetta. Cloetta works continuously to assess and evaluate the risks to which the organisa - tion is, and can be, exposed. All events that could affect confidence in Cloetta or dis - rupt operations are essential to monitor and minimise. This is the responsibility of the Group Management T eam and is managed through dialogue with various stakeholders. Risk management Effective handling of risks is an integral part of Cloetta’s management and control. Rapid distribution of relevant information is ensured via the company’s management structures and processes. Where possible, risks are eliminated, and undesired events are minimised through proactive measures. Alternatively, risks can be transferred, for example through insurance or agreements. However, certain risks are impossible to eliminate or transfer. These are often an active part of business operations. Risk overview A number of risk areas have been identi - fied through Cloetta’s risk management process. A selection of these, and a brief description of how each risk area is han - dled, is presented on the following pages. The Group’s financial risk management is also described in more detail in Note 26 , on pages 177–179. Pages 58–59 contain a description of the internal control processes and risk assessment aimed at preventing misstate - ments in the financial reporting. Management of risks in the workplace environment is described in the Sustain - ability report on pages 110–120. 42 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 43
Industry and market-related risks Cloetta works continuously to assess and evaluate the risks to which the Group is, and can become, exposed. Critical external risks are managed both strategically through business and product development, and operationally through daily purchasing, sales and marketing activities. RISKS Probability MITIGATION Impact Market climate Crises can have a negative impact on consumers’ disposable income and consumption patterns. This can affect Cloetta both with lower sales as well as a shift towards more price consciousness that can lead to retail customers experiencing lower profitability, which leads to price pressure. A new resurging global pandemic may have a negative impact on con - sumption patterns as well as a sharp decrease of mobility which lower sales of impulse categories in channels such as convenience stores and travel retail. Historically, the confectionery market has been relatively mildly affected by market downturns in consumption. This is particularly true for Cloetta’s products, which most people can afford to buy and our products are also available in discount price channels. To support the customers’ business, Cloetta cooperates with its customers on in-store sales activities and other measures. The majority of Cloetta’s sales comes from grocery stores, which remained open during a global pandemic as they were considered essential for society. Cloetta has proven to be able to adjust its busi - ness model to cope with the huge changes of consumer behaviour by being agile and adaptable. Competition The confectionery market is highly competitive and includes several major players. Furthermore, grocery retailers offer private labels that compete with certain Cloetta products. Cloetta is a significant Pick & mix player, which by its nature is a market that often consists of multi-year contracts that must be continuously renewed. Competition from other players, including the grocery retail chains, and Cloetta’s strategy to improve profitability may result in losses of major contracts. This competition means that Cloetta needs to continue on its strategic journey to strengthen its core brands versus competition by good com - mercial execution, not the least by increasing brand support to compet - itive levels. Strong brands lead to more sales, can bear premiumisation and demand a price premium. Cloetta competes in the market by a strong consumer focus approach, insights generated will lead to product innovation, product quality, brand recognition and loyalty, marketing investments and in-store execution. Cloetta endeavours to offer the best Pick & mix concepts in terms of the customer and consumer experience. Furthermore, an integrated production chain enables Cloetta to be cost-effective in Pick & mix. Retail trade development The European grocery and service trade has undergone a process of consolidation leading to the establishment of large, sophisticated players with substantial purchasing power. These major players are not necessarily dependent on individual brands and can hold back price increases and demand higher investment in marketing initiatives. They can also take over shelf space that is currently used for Cloetta’s prod - ucts for their own brands. Further consolidations and European buying cooperation’s are expected to take place in the near future. E-commerce is challenging the current retail structure and will over time likely change the retail landscape substantially. The introduction of self-scanning services in stores might impact sales of Cloetta’s prod - ucts since they are often placed next to regular store checkouts. As with most consumer-facing companies, major retailers are increas - ing their efforts on backing climate change and are requesting and even demanding their suppliers to do the same. Cloetta’s strategic direction to strengthen its core brands and market position, together with a strong sales force and close cooperation with the retail trade enables Cloetta to maintain good relations with the retail trade. Cloetta also works actively with new sales channels. Cloetta has a relatively wide and diversified customer base. Cloetta is working actively with retailers regarding e-commerce, help - ing them to learn how to sell impulse confectionery products online. By supporting retailers in learning how to sell products in self scanning and -checkout areas, Cloetta is able to maintain sales in the checkout area. Cloetta joined the Science Based Targets initiative in 2020, and has committed to reduce its greenhouse gas emissions by 46 per cent by 2030, enabling us to also meet customers’ expectations and demands. Consumer trends Health and Sustainability Health trends and the debate on health, weight and sugar may have a negative impact on confectionery consumption. The health trend has also spurred a growing interest in natural raw materials. Furthermore, there is a growing interest amongst consumers, espe - cially in North America, to use drugs to help with weight loss and where the drug’s effectiveness requires the patient to adhere to a lower sugar diet. In the wake of rapid globalisation, individual consumers are more aware of how their consumption patterns affect the environment and social/ethical conditions all over the world. Consumers want to know more about product origins, manufacturing methods and raw mate - rials. Claims suggesting that Cloetta, or Cloetta’s suppliers, do not take adequate environmental or social responsibility could damage Cloetta’s brand. Health trends have not affected confectionery sales to any great extent, since confectionery is often eaten as a small luxury in everyday life. Cloetta has the For You pillar within the sustainability agenda, where we inform consumers about product content and calories, and we work to continue to develop products which offer lower sugar or sugar- free alternatives next to portion control in general. We do not see a strong consumer trend against confectionery consumption. We also work on dental health propositions to promote dental health. Cloetta’s sustainability agenda focuses on social, environmental and consumer- centric areas in order to improve our overall performance and meet the current and future needs of our consumers. Consumers’ increased awareness opens an opportunity to inform and be transparent with our sustainability performance. Improving social and enviormental conditions in our supply chain remains a priority, as reflected in our Supplier Code of Conduct. Cloetta sources certified raw materials where this is possible and continuously looks to improve conditions through cooperation with suppliers and NGO’s. 43Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 44
RISKS Probability MITIGATION Impact Laws and taxes Cloetta conducts operations through companies in a number of countries. New legislative requirements in the various markets where Cloetta are active may lead to restrictions in operations or introduce new and increasing requirements affecting its operations and its results. Sanctions imposed can have an impact on markets where Cloetta is directly, or indirectly, active and can require remedial actions on short notice. Failure to comply with applicable legislation could expose the Group to investigations, litigation, administrative and/or criminal proceedings potentially leading to significant costs, fines and/or criminal sanctions against the Group and/or its directors, officers and employees with possible reputational damage. Cloetta continuously assesses legislative developments in order to predict and prepare its operations for possible changes. Screenings of counterparts are regularly conducted to identify potential sanction issues. Provisions for legal and unresolved tax disputes or uncertainties, are based on an estimation of the related costs. Estimates are made with the support of legal and tax advice where needed and are based on the information available. An increased focus on compliance in various areas including increasing tax transparency requirements will require more time and resources spent on ensuring such compliance and reporting. The introduction of sugar taxes and fat taxes often have a short-term impact on sales. Raw material prices and cost inflation Price development for raw materials is steered mainly by supply and demand and is beyond Cloetta’s control. The prices of sugar and many of the other raw materials purchased by Cloetta can also be affected by agro-political decisions in the EU regarding quotas, support, subsidies, trade barriers, general geopolitical tensions, and also by rising living standards and the activity of financial investors on the commodities exchanges. Input costs, including for raw materials, packaging, freight, and energy, have been increasing significantly, constituting a risk for negative impact on Cloetta’s profitability. Cloetta continuously monitors the development of raw material prices, and all purchasing is carried out through a central procurement func - tion. To ensure access and price levels, Cloetta normally enters into supplier contracts that cover the need for raw materials for a short term period ahead. Cloetta may choose to deviate from this policy, should higher flexibility be deemed required. Cloetta’s policy is to compensate for higher raw material costs by raising prices to its customers. In a high inflationary environment, Cloetta’s strategy is to protect its profitability by compensating for all input costs in absolute terms, also including packaging, freight and energy costs, through price increases towards its customers as well as cost savings and reducing overall energy consumption. Increased geopolitical uncertainty Global macro-economic tensions and political instability remains high and entails risks of further impact on the global economy, further cost inflation, disruptions in supply chains and significant implication for the European security and global energy markets. Cloetta is being impacted by rising input costs and global supply chain challenges, which are being addressed as commented on in the sections for Raw material prices and cost inflation, Interest rate risks and disruption of supply chain. Operational risks Operational risks can often be influenced, which is why they are normally regulated by policies, guidelines and instructions. Operational risks are part of Cloetta’s day-to-day work and are managed by the operating units. Operational risks include those related to the brand, relocation of production, insurable risks and environmental, health and safety-related risks and IT-related risks. RISKS Probability MITIGATION Impact Business ethics and brand risks Demand for Cloetta’s well-known brands is driven by consumers’ association of these brands with positive values. If Cloetta or any of the Group’s partners take any measures that conflict with the values represented by the brands, the Cloetta brands could be damaged. Cloetta takes a proactive approach by adhering to a Code of Conduct and a policy on anti-corruption and bribery, as well as responsible marketing. Cloetta’s Supplier Code of Conduct covers human and labour rights, business ethics and anti-corruption, health and safety, and environ - mental protection. Social conditions in the supply chain Cloetta uses some raw materials that originate from regions or countries with an increased risk of human rights violations and corrupt behaviour. Further, political instability in places where raw materials are produced can have a negative impact on availability and costs. Cloetta’s Supplier Code of Conduct is part of all supplier agreements. Cloetta assesses the raw materials, monitors suppliers for certain materials based on climate, social and human-rights related risks, and prioritises involvement with supporting organisations. 100 per cent of all cocoa purchased to produce Cloetta products is Rainforest Alliance certified. With palm oil-based vegetables oils, Cloetta continues to source 100 per cent of the palm oil content in our ingredients as RSPO Certified Segregated palm oil, which is one of the highest standards to ensure that human rights are upheld in sourcing sustainably farmed palm oil. Certification of Cloetta’s plants according to this standard has been upheld since 2019. Since 2017 Cloetta has purchased sustainable and traceable shea butter from women cooperatives in Africa. After concluding our income-gap project with the Rainforest Alliance in 2024, Cloetta selected and approved a new partnership in 2025 focused on addressing child labour risks in the cocoa sector. The partnership will run during 2026–2027. 44 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 45
RISKS Probability MITIGATION Impact Environmen - tal and climate related risks There is a risk that climate change will impact Cloetta. This may involve transition risks such as changing rules and taxation, as well as physical risks. Physical risks include changes that are both long-term and urgent in nature, for example extreme weather conditions and natural catastrophes that could impact Cloetta’s access to raw materials and disrupt business operations directly or indirectly. The climate crisis coincides with a biodiversity crisis and water-crisis, which agriculture is directly impacted by. Climate-related risks are becoming an ever-growing concern among the investment community and new initiatives are receiving more attention. Cloetta is raising the ambition level to improve its total environmental footprint through the work in our sustainability agenda. Cloetta joined the Science Based Targets initiative to set targets and action plans to reduce our carbon footprint throughout our value chain and in cooperation with our stakeholders. In our efforts toward climate action, we have undertaken measures to reduce emissions, such as decreased energy consumption in our plants, incorporating vegan options into our candy portfolio, and transitioning to electric company cars. 100 per cent of all cocoa purchased is Rainforest Alliance certified. With palm oil-based vegetables oils, Cloetta continues to source 100 per cent of the palm oil content in our ingredients as RSPO Certified Segregated palm oil, which is one of the highest standards to ensure that human rights are upheld in sourcing sustainably farmed palm oil. Certification of Cloetta’s plants according to this standard has been upheld since 2019. Cloetta manages the environmental and climate impact of its business operations through systematic work within the scope of the company’s environmental management system. Product safety risks Handling of food products places high demands on traceability, hygiene and safety. In a worst-case scenario, inadequate control can lead to contamination or allergic reactions. These types of deficiencies in the handling of food products can lead to lower trust in Cloetta and the Group’s brands. Cloetta works with first-class raw materials and in accordance with international quality standards. Analyses through chemical and physical tests are performed on both raw materials and finished products. Issues of importance for product safety are collated in special policies. Plans for information or product recalls in the event of deficiencies have been prepared. Insurable risks Assets such as plants and production equipment can be seriously damaged, for example in the event of a fire or power outage. Product recalls can incur substantial costs, resulting in direct costs, claims for financial compensation and damage to Cloetta’s reputation. Cargo may be damaged in transit. Cloetta has an insurance programme for property and liability risks appropriate to Cloetta’s operations and works systematically to limit the risk of incidents and to have robust contingency plans in place to limit the effects of any incidents. Disruption of supply chain Disturbances and inefficiencies in the supply chain, as well as undesirable effects on and from the external environment, such as a fire, strikes, shortage of energy supply or raw- and packaging materials, pandemics, or extreme weather, could result in stoppages in production, operations and deliveries, and thus negatively affect the company’s business and reputation. To optimise efficiency, Cloetta continuously monitors capacity utilisation in manufacturing and evaluates the need to move manufacturing from one plant to another. This is however a complex process that can result in disruptions and delays in production, which can in turn also lead to delivery problems. Cloetta has a good monitoring process in place to anticipate short term disruption both in sourcing and delivery. In our plants we have clear protective protocols in place to reduce the risk, provide a safe workplace and limit the impact. We have also prepared certain scenarios for our plants in case of energy disruptions. Cloetta also has an experienced and efficient organisation with well-established routines for handling. In addition, Cloetta has strategic agreements with third party manufacturers to produce certain key products to limit disruption. Access to the right expertise To a large extent, Cloetta’s future is dependent on its capacity to recruit, retain and develop competent senior executives and other key staff. Cloetta occasionally reorganises and streamlines its operations, which in the short term may have a negative impact on its performance. Cloetta endeavours to continue to be an attractive employer. Employee development and follow-up plans, together with market- based and competitive compensation, enable Cloetta to recruit and retain employees. Cloetta has a strong and experienced organisation that is well equipped to handle organisational changes. Digital security Cloetta is highly dependent on having an efficient IT platform. Disrup- tions or faults in critical systems can have a direct impact on both production, financial systems, and business processes. Over the years, efforts have been made to harmonise and standardise the digital land - scape by minimising the number of supported IT and OT applications and continuously invest in digital infrastructure. Examples of risk miti - gation in infrastructure is redundant network access, using SaaS (Soft - ware as a Service), for the business-critical solutions, NIS2 compliancy and continuous internal awareness programs. The digital security is the defence to protect against potential loss or harm related to technical infrastructure, use of technology or reputation of our organisation. Cloetta operates under a centrally controlled IT governance and continuously mitigates against all dimensions of attacks by assess - ing its cyber risk profile, remediating where necessary and proactively managing and investing in its defences. End-users are frequently trained in information security to further increase the awareness. 45Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 46
Financial risks The primary financial risks are composed of foreign exchange, refinancing, interest rate, credit and valuation risks. Financial risks are managed by the Group’s central finance function according to the guidelines in the finance policy established by Cloetta’s Board of Directors. Financial risk management primarily aims to identify the Group’s risk exposure and, with a certain degree of foresight, to attain predictability in the financial outcome and minimise possible unfavourable effects on the Group’s financial results, in close cooperation with the Group’s operating units. Consolidating and controlling these risks centrally enables the Group to minimise the level of risk while reducing the cost of measures such as currency hedging. Financial risk management is described in detail in Note 26, on pages 177–179. RISKS Probability MANAGEMENT Impact Foreign exchange risks Exchange rate fluctuations affect Cloetta’s financial results in connection with buying and selling in different currencies (transaction exposure), and through translation of the profit and loss accounts and balance sheets of foreign subsidiaries to Swedish kronor (translation exposure). Cloetta’s reporting currency is the Swedish krona, while many subsidiaries have the euro as their functional currency, thus translation exposure is significant. Aside from SEK and EUR, Cloetta also has exposure to DKK, NOK, GBP and USD. The objective of Cloetta’s foreign exchange management is to minimise the effects of exchange rate fluctuations by utilising incom - ing currency for payments in the same currency. The Group hedges parts of its translation exposure through borrowing in euro and is continuously monitoring the cash positions in foreign currency and executes FX deals to lower the translation effect on cash balances in foreign currencies. If the Swedish krona had weakened/ strengthened by 10 per cent against the euro, the year’s profit would have been around SEK 43m (41) higher/lower. Refinancing risks Refinancing risk refers to the risk that it will not be possible to obtain financing or that financing can only be obtained at a significantly higher cost. Through the term and revolving facilities agreement with the group of banks and the commercial paper programme, Cloetta has a favourable situation for accessing financing, for example for potential acquisitions and significant investment projects. In 2025, Cloetta entered into a new term and multicurrency revolving facilities agreement with Danske Bank, Handelsbanken, SEB and Svensk Exportkredit for in total EUR 240m with a maturity of 4-5 years with extension options. Interest rate risks Cloetta is exposed to interest rate risks in interest-bearing current and non-current liabilities. Although some of the Group’s bank loans are hedged via interest rate swaps, there is still exposure to interest rate risk for the parts that are not hedged or when hedges expire. The Group continuously analyses its exposure to interest rate risk and performs regular simulations of interest rate movements. Interest rate risk is reduced by hedging a share of future interest payments through interest rate swaps. At reporting date Cloetta has covered for an aver - age 80 per cent of the interest rate risk exposure on the drawn facilities. In 2025, if the interest rate had been 1 percentage point higher with all other variables held constant, profit before tax for the year would have been approximately SEK 12m (7) lower. If the interest rate had been 1 per - centage point lower with all other variables held constant, profit before tax for the year would have been approximately SEK 12m (7) higher. Credit risks Credit risk refers to the risk that a counterparty to Cloetta will be unable to meet its obligations and thereby cause a loss. Financial transactions also give rise to credit risks in relation to financial and commercial counterparties. Credit risk in trade receivables is relatively limited considering that the Group’s customer base is diverse and consists mainly of large customers, and because distribution takes place primarily through the major grocery retail chains. Customers are subject to credit assess - ments in accordance with the credit policy, and receivables balances are monitored continuously. Cloetta acts promptly in case of delayed payments. The Group’s counterparties in financial transactions are banks and credit institutions with good credit ratings (between AA+ and A-2). Valuation risks The Group has a number of assets and liabilities that have been valued with the input from or the help of various experts. These include good - will, trademarks and deferred tax assets on the asset side and the pen - sion liability and deferred tax liabilities on the liability side. The valuation risk refers to the risk that these assets and liabilities have a lower value than recognised in the balance sheet and have to be impaired. Assets and liabilities are tested for impairment annually or when there is an indication that such testing may be necessary. Read more in Note 12, Intangible assets on pages 161–162 and Note 30 , Critical accounting estimates and judgements on pages 182–183. 46 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 47
Chairman’s comment Clear focus resulted in banner year Last year was characterised by the continued ability to navigate both inflation and an operational environment with increased geopolitical uncertainty. During a success - ful year, a new strategy was launched, and many important decisions were made to enable its successful execution. As Northern Europe’s leading confec - tionery company, Cloetta continues to develop both the confectionery category itself as well as our own business. One of the most visible results of this is the growth and profitability journey that the Pick & mix business segment has showed during the past years. Cloetta has now also successfully executed on changes needed to continue winning by starting to execute on the new strategy that was launched in March last year. In particular the decision to not pro - ceed with the greenfield investment project in the Netherlands and aligning the operat - ing structure to the new strategic priorities were important milestones. I look forward to following the on- going successful roll-out of our Superbrands into new markets and the exciting journey beyond our core markets. Especially the market in North America has a large long- term potential. I’m very pleased that Cloetta continues to deliver healthy cash flows with both the cash flow from operating activities as well as the free cash flow were at all time- highs. The strong balance sheet supports an increased dividend, well in line with the updated targeted range. Cloetta is starting off another year from a position of strength and increased focus. The Board and the organisation continue the focused work aimed at enabling prof - itable growth. As I end my second year as the Chairman, I continue to be impressed by the strong leadership, execution and mar - ket position that Cloetta has built over time. My warmest thank you to all our dedicated employees and to the Group Management T eam for their efforts! Stockholm, March 2026 Morten Falkenberg Chairman of the Board As Northern Europe’s leading confectionery company, Cloetta continues to develop both the confectionery category itself as well as our own business. 47Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 48
Corporate Governance Report The purpose of corporate governance is to ensure that the company is managed as effectively as possible in the interests of its shareholders, and that Cloetta complies with all applicable rules. Corporate governance is also aimed at creating order and establishing systems for both the Board and the Group Management T eam. Well-defined structures, clear rules and processes allow the Board to ensure that the Group Management T eam and employees focus on developing the business and thereby creating shareholder value. Cloetta AB (publ) is a Swedish public lim - ited company, with corporate identification number 556308-8144. The company’s class B shares are traded on Nasdaq Stock - holm, Mid Cap. The company is domiciled in Ljungsbro, Linköping, and its head office is located in Sundbyberg, Stockholm. Framework for corporate governance The governance of Cloetta is based on the Swedish Companies Act, Swedish Annual Reports Act, Nasdaq Nordic Main Market Rulebook for Issuers of Shares (the “Rule - book for Issuers”), and the Swedish Cor - porate Governance Code (the “Code”), as well as other relevant Swedish and foreign laws and regulation. Governance is fur - ther established through internal steering instruments such as the Articles of Associ - ation, instructions, policies and guidelines. The Code is available on the website of the Swedish Corporate Governance Board, which administrates the Code, www.cor - porategovernanceboard.se. The website also includes a description of the Swedish model for corporate governance. During the year, Cloetta complied with Rulebook for Issuers and good stock market practice and Cloetta has complied with the Code, without deviations. 1 Shares, shareholders and voting rights The share capital of Cloetta consists of class A and class B shares. Each class B share corresponds to one vote and each class A share corresponds to ten votes, although all shares carry equal entitlement to the company’s assets and profits. On 31 December 2025, the number of shares was 288,619,299 of which 282,884,050 were class B shares and 5,735,249 were class A shares, whereof Cloetta held 1,936,783 class B shares in treasury. The number of shareholders on 31 December 2025 was 45,875 compared to 40,831 on 31 Decem - ber 2024. On 31 December 2025, AB Malfors Promotor was Cloetta’s largest shareholder, with a holding corresponding to 42.97 per cent of the votes and 32.79 per cent of the share capital in the company. On the same date, there were no other share - holders representing a minimum of 10 per cent of the voting rights. For more informa - tion about Cloetta’s shares and sharehold - ers, see section Share and shareholders on pages 31–34. 2 General meeting of shareholders The decision-making rights of sharehold - ers in Cloetta are exercised at sharehold - ers’ meetings. Cloetta’s financial year is 1 January to 31 December. The annual gen - eral meeting (“AGM”) must be held within a period of six months after the end of the financial year. Notice of the AGM must be given no earlier than six weeks and no later than four weeks prior to the AGM through publication in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. At the same time, con - firmation that notification has been given must be published in Dagens Industri. Every shareholder has the right to request that a matter shall be taken up at the AGM and in such case, must submit a written request to the Board. In order to be addressed at the AGM, the request must be submitted to the Board no later than seven weeks prior to the AGM. In accord - ance with Chapter 7, paragraph 32, of the Swedish Companies Act, at a general meet - ing of shareholders, all shareholders have the right to pose questions to the company about the matters that are addressed at the meeting and the financial situation of the company and the Group. 2025 Annual General Meeting The most recent AGM was held on 10 April 2025 in Stockholm. The AGM was attended by 190 individuals representing 67 ,9 per cent of the votes in the company. The Board, save for two members, the Group’s President and CEO as well as the CFO, the company’s independent auditors and the Chairman of the nomination committee were also present at the AGM. The AGM approved the proposals of the Board and the nomination committee regarding: • Adoption of the balance sheet and the profit and loss account; • Appropriation of the earnings of the com - pany through a dividend of SEK 1.10 per share, corresponding to SEK 314,671,948; • Approval of the renumeration report; • Discharge of liability for the board mem - bers and the President and CEO; • The number of Board members elected by the AGM to be seven; • Re-election of current Board members Morten Falkenberg, Mikael Svenfelt, Camilla Svenfelt, Alan McLean Raleigh, Patrick Bergander, Malin Jennerholm and Pauline Lindwall. The AGM re-elected Morten Falkenberg as the Chairman of the Board. Aside from the members elected by the AGM, the employee organisation LIVS appointed an employee representative to the Board; 48 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 49
1. Shareholders 3. Nomination committee¹ 8. Reports, internal control 6. President and CEO 6. The Group Management Team Governance structure Vote at the general meeting Information Information Elects the Board of Directors Goals, strategies, policies, steering instruments, core values, remuneration structure Resolves upon princi - ples for appointing the nomination committee Proposes the Board, auditor and principles for appointing the nomi - nation committee ahead of AGM External steering instruments Important external steering instruments that provide the framework for corporate governance are: • The Swedish Companies Act • The Swedish Annual Accounts Act • Nasdaq Nordic Main Market Rulebook for Issuers of Shares • The Swedish Code of Corporate Governance Internal steering instruments Important binding internal control documents include: • The Articles of Association • The Board’s work plan • Instructions for the President and CEO, the audit committee, the remuneration committee and financial reporting • Policies 1) The nomination committee prepares proposals for decision that are presented to the AGM. The AGM decides on principles for appointment of the nomination committee. 2) The Board establishes the committees and appoints their members. 3) The auditor is responsible, on behalf of the shareholders, for auditing Cloetta’s annual accounts and accounting records and the administration of the Board of Directors and the President and CEO. Reports to the Board of Directors and the shareholders. 2. General meeting of shareholders Elects the auditor 7. Auditor³ 5. Audit committee 5. Remuneration committee 4. Boards of Directors² The members of the Board are appointed by the AGM. Employee representatives and deputy represent - atives are appointed by the employee organisations. The members of the audit and remuneration committees are appointed by the Board. • Setting the Board fees at SEK 860,000 for the Board Chairman and SEK 350,000 for each of the other Board members elected by the AGM. The AGM resolved that fees can be paid to Board members for certain services in addition to Board work (con - sultancy services etc.) in their respective fields of expertise, provided that such ser - vices have been approved in advance by the chairman of the Board or by two Board members. Any remuneration for such ser - vices may not exceed SEK 350,000. Fees for work on the Board committees shall be paid in the amount of SEK 125,000 for each member of the audit committee, SEK 200,000 for the Chairman of the audit committee, SEK 107,000 for each member of the remuneration committee and SEK 160,000 for the Chairman of the remuneration committee. The AGM also resolved that the Board member Alan McLean Raleigh shall receive an additional fee of SEK 175,000 for significant work for the company during the past mandate period, which was not included in his Board assignment, in connection with the evalua - tion of Cloetta’s investment in a plant in the Netherlands; • Fees for the auditor are to be paid accord - ing to approved account; • Re-appointing the registered public accounting firm Öhrlings Pricewater - houseCoopers AB as the auditor for the period until the next AGM. Sofia Götmar- Blomstedt will continue as the Lead Audit Partner; • Approval of guidelines for remuneration to the executive management; • The implementation of a new share-based long-term incentive plan; • Authorisation for the Board of Directors to resolve upon repurchase of own B-shares. The complete minutes from the AGM can be found at www.cloetta.com. 49Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 50
2026 Annual General Meeting The 2026 AGM will be held on Tuesday, 21 April 2026, at 15:00 at Bonnier Fastig - heter Konferens, T orsgatan 21, Stockholm. The Notice of the Annual General Meeting will be published in March 2026 and con - tained the Board’s proposals. For more information, please refer to www.cloetta.com. 3 Nomination committee Work of the nomination committee The principal task of the nomination com - mittee is to prepare recommendations to be put before the AGM for decisions regard - ing election of Board members and the Chairman of the Board, fees for the Board of Directors, potential remuneration for committee work, election of auditors and renumeration for the auditor. In addition, it shall propose the election of a chairman of the AGM and rules for the nomination com - mittee if there is a reason for a change. The Chairman of the Board presents an annual evaluation of the Board’s performance during the year to the nomination commit - tee, which provides a basis for the nomi - nation committee’s work together with the provisions of the Code and Cloetta’s own company-specific requirements. The nom - ination committee’s recommendations for election of Board members, board fees and auditors are presented in the notice of the AGM and on www.cloetta.com. Composition of the nomination committee In accordance with the decision of the AGM, Cloetta’s nomination committee shall consist of at least four and at most six mem - bers. Of these, one shall be a representative of the Board and three shall be members appointed by the three largest sharehold - ers in terms of voting power per 31 July each year. The members appointed may them - selves appoint one additional member. Independence of the nomination committee The majority of the nomination committee’s members shall be independent in relation to the company and its Group Management T eam and at least one of these shall also be independent in relation to the company’s largest shareholder in terms of voting power. Of the appointed members, all four are independent in relation to the company and its Group Management T eam and three are independent in relation to the compa - ny’s largest shareholder in terms of voting power. Shareholder proposals All shareholders have the right to pro - pose candidates for election to the Board by contacting the nomination committee. Proposals shall be sent to the Chairman of the nomination committee by e-mail to nominationcommittee@cloetta.com. Meetings of the nomination committee The nomination committee held three meetings ahead of the 2026 AGM. No fees have been paid for work on the nomination committee. 4 Board of Directors The work of the Board One of the key tasks of the Board is to serve the interests of the company and the share - holders by managing the company’s oper - ations in such a manner as to assure the shareholders that their interests in terms of a long-term profitable growth and value creation are being met in the best possible manner. The Board shall also appoint the President and CEO and ensure that the company complies with all applicable laws, the Articles of Association and the Code. The Board is also responsible for making sure that the Group is suitably structured so that the Board can optimally exercise its governance responsibility over the sub - sidiaries and that the company’s financial accounting, financial management and financial circumstances in general can be controlled satisfactorily. At least once a year the Board shall meet with the com - pany’s auditor without the presence of the Group Management T eam and shall Nomination committee ahead of the 2026 AGM Members Appointed by Independent¹ Share of votes at 31 Dec 2025, % Lars Schedin, Chairman AB Malfors Promotor Yes/No 42.97 Magdalena Kettis Nordea Funds Yes/Yes 3.06 Lena Lundin Ulla Håkanson Yes/Yes 1.47 Morten Falkenberg The Board of Cloetta AB Yes/Yes 0.0 1) Independent from the company and its Group Management Team/from the company’s largest shareholder in terms of voting power. Composition of the Board Fees¹ Attendance² Elected by the AGM Nationality Year elected Year of birth Board fees Committee fees Independence³ Board meetings Audit committee Remuneration committee Morten Falkenberg⁴ Danish 2024 1958 860,000 125,000 Yes/Yes 12/12 3/4 1/3 Camilla Svenfelt Swedish 2016 1981 350,000 125,000 Yes/No 11/12 4/4 Patrick Bergander Swedish 2019 1971 350,000 200,000 Yes/Yes 10/12 4/4 Alan McLean Raleigh⁵ British 2018 1959 350,000 107,000 Yes/Yes 12/12 3/3 Mikael Svenfelt Swedish 2008 1966 350,000 107,000 Yes/No 12/12 3/3 Malin Jennerholm Swedish 2022 1970 350,000 125,000 Yes/Yes 12/12 4/4 Pauline Lindwall Swedish 2023 1961 350,000 160,000 Yes/Yes 11/12 3/3 1) The fees refer to set amounts during the period from the AGM on 10 April 2025 until the AGM on 21 April 2026. Board fees shall be paid in the amount of SEK 860,000 (800,000) to the Board Chairman and SEK 350,000 (340,000) to each other board member elected by the AGM. Fees for work on the Board committees will be paid in the amount of SEK 125,000 (110,000) for each member of the audit committee, SEK 200,000 (175,000) for the Chairman of the audit committee, SEK 107,000 (100,000) for each member of the remuneration committee and SEK 160,000 (150,000) for the Chairman of the remuneration committee. For further details, see Note 7 on page 159. 2) Attendance refers to meetings during the 2025 calendar year. 3) Independent from the company and its Group Management Team/from the company’s largest shareholder in terms of voting power. 4) Morten Falkenberg was a member of the remuneration committee until the 2025 AGM held on 10 April 2025 and he has thereafter been part of the audit committee. 5) In addition to the board and committee fees paid, the 2025 AGM resolved that Alan McLean Raleigh should receive an additional fee of SEK 175,000 for significant work for the company during the 2024 mandate period, which was not included in his Board assignment, in connection with the evaluation of Cloetta’s investment in a greenfield plant in the Netherlands, the additional fee has been paid during the year. 50 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 51
Board meetings in 2025 Q4 interim report, dividend proposal, Pick & mix in the U.S., strategic direction, AGM preparation Approval of updated strategic priorities and finan - cial targets, approval of the annual report, board working procedures, report from the remuneration committee Statutory meeting, resolution on signatory powers and resolution on instructions and policies, appointment of directors to board committees and the nomination committee Decision regarding the greenfield plant project Q1 interim report, discussions on ongoing projects, report from audit committee Discussion on Beyond core markets, review of the Scandic markets Q2 interim report, report from audit committee, IR & Communication update, marketing update Discussion regarding Beyond core markets and innovation, goal setting Q3 interim report, board performance survey, report from committees Budget/ business plans for the year ahead and bonus targets for 2026 continuously and at least once a year eval - uate the performance of the President and CEO. The Board of Directors shall also pre - pare necessary proposals before the AGM. Composition of the Board According to the Articles of Association, Cloetta’s Board of Directors shall con - sist of at least three and at most ten mem - bers that are elected annually at the AGM for a period until the next AGM has been held. On 10 April 2025, the AGM resolved that the Board shall have seven mem - bers appointed by the AGM. The AGM elected the following Board members to serve for the period until the next AGM: Morten Falkenberg (Chairman), Mikael Svenfelt, Camilla Svenfelt, Alan McLean Raleigh, Patrick Bergander, Malin Jenner - holm and Pauline Lindwall. In addition, the employee organisation LIVS appointed one employee representative to the Board, Lena Grönedal. All Board members have attended Nasdaq’s stock market training course for boards and management. The average age of the Board members elected by the AGM was 58 years at year-end and three of the seven are women. For infor - mation about the Board members’ assign - ments outside the Group and holdings of shares in Cloetta, see pages 60–61 and www.cloetta.com. Diversity policy The nomination committee applies rule 4.1 of the Code as its diversity policy to pro - pose election of directors to the Board. According to this rule, the board com - position of the elected directors must be set with regard to appropriateness to the company’s operations and phase of development and must collectively exhibit diversity and breadth of competence, expe - rience and background. An equal balance between the genders should be aimed for. The objective of the diversity policy is to underline the importance of appropriate diversity within the Board with regard to gender, age, nationality and experience, professional background and business expertise. The Nomination Committee endeavours to achieve diversity and gen - der balance on the Board. This is evaluated each year along with a continuous process to identify future board candidates with rel - evant backgrounds and experience. The proposed composition of the board more than satisfies the requirements for exper - tise and experience, in view of the compa - ny’s operations and future development. The proposed composition also met the applicable requirements including board independence, sufficient experience with listed companies and expertise in account - ing and auditing. Independence of the Board In accordance with the Code, the major - ity of the Board members elected by the AGM shall be independent in relation to the company and its Group Management T eam and at least two of these shall also be inde - pendent in relation to the company’s major shareholders. Of the Board’s seven mem - bers, all are independent in relation to the company and its Group Management T eam and five are independent in relation to the company’s major shareholders. The Board’s instructions and policies On a yearly basis, the Board reviews and adopts a work plan for its own activities and those of the Board’s audit and remunera - tion committees. The Board also adopts Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 51Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 52
instructions for the President and CEO and instructions for financial reporting. Among other things, these regulate the segregation of duties between the Board of Directors, the Chairman of the Board, the President and CEO and the auditor, quorum, conflict of interest, the work of the committees, internal and external report - ing, routines for notification of general meetings, Board meetings and minutes. In addition, the Board has issued and adopted a Code of Conduct that applies through - out the group for all relationships with employees, customers, consumers, sup - pliers, competitors, official authorities and non-governmental organisations (NGO) and other important policies. Selection of policies The Board reviews and adopts a number of policies on a yearly basis, these are a selection of policies: • Code of Conduct • Communication and Disclosure policy • Finance policy • HR policy • Insider policy • Internal control framework policy • IT security policy • Fraud policy • Whistleblowing policy • Anti-bribery and anti- corruption policy • Trade controls policy • Approval and Authorisation framework Evaluation of Board performance The performance of the Board is evaluated annually in order to continuously improve the Board’s working methods and efficiency. The Chairman of the Board is responsible for carrying out the evaluation and presenting the results to the nomination committee. The intention of the evaluation is to gather the Board members’ views on the Board’s performance, measures that can be taken to improve the efficiency of board work and whether the Board has a well- balanced mix of competencies. The evaluation provides valuable input for the nomination committee ahead of the AGM. In October 2025, Cloetta’s Board of Direc - tors conducted a digital board performance survey using the company Board portal. The results of the survey have been reported to and discussed by both the Board and the nomination committee. Board meetings During 2025, the Board held nine sched - uled meetings and three extra meetings. The President and CEO and the CFO, who also acts as the Board Secretary, take part in the Board’s meetings. Other members of the Group Management T eam partici - pate as needed to report on special items of business. 5 Board committees Audit committee In 2025, the audit committee consisted of members Patrick Bergander (Chair - man), Morten Falkenberg, Camilla Sven - felt and Malin Jennerholm. The majority of the committee’s members shall be inde - pendent in relation to the company and its Group Management T eam and at least one of these shall also be independent in rela - tion to the company’s major shareholders. At least one member shall be independent and have accounting or auditing expertise. Of the audit committee’s four members, all are independent in relation to the com - pany and its Group Management T eam and three are independent in relation to the company’s major shareholders. The work of the audit committee is regulated by instructions that have been adopted by the Board as part of its work plan. The audit committee is responsible for ensur - ing the quality of the financial and sustain - ability reporting and the effectiveness of the company’s internal control and risk management regarding financial report - ing as well as overseeing the sustainability reporting process. In brief, the audit com - mittee, without affecting the other tasks and responsibilities of the Board, shall meet regularly with the company’s auditors to remain informed about the focus and scope of the audit of the financial reporting and the sustainability reporting. The com - pany’s auditor shall be invited to participate in the meetings of the audit committee. The audit committee shall meet at least four times every financial year. All audit com - mittee meetings must be documented. The audit committee shall inform the Board about the matters dealt with by the com - mittee. The committee held four meetings during 2025. Remuneration committee The remuneration committee shall have no more than four members who are appointed by the Board on a yearly basis. One of the members shall be the chairman of the committee. The Board’s remuneration committee consists of members Pauline Lindwall (chairman), Mikael Svenfelt and Alan McLean Raleigh. The majority of the committee’s members shall be independ - ent in relation to the company and its Group Management T eam. Of the remuneration committee’s members, all three are inde - pendent in relation to the company and its Group Management T eam. The work of the remuneration committee is regulated by special instructions that have been adopted by the Board as part of its work plan. The main tasks of the remuneration commit - tee are to prepare recommendations to the Board for decisions on remuneration principles, remuneration and other terms of employment for the Group Management T eam, to monitor and evaluate programmes for variable remuneration completed during the year and ongoing programmes for the Group Management T eam as adopted by the AGM and to monitor the current remu - neration structures and levels in the Group. The remuneration committee shall meet at least twice every financial year. The com - mittee held three meetings during 2025. Chairman of the Board The Chairman of the Board is elected by the Annual General Meeting and on 10 April 2025 the AGM re-elected Morten Falkenberg as the Chairman of the Board. The Chairman shall supervise the work of the Board and ensure that the Board dis - charges its duties and has special responsi - bility for ensuring that the work of the Board is well organised and effectively executed and for monitoring the Group’s develop - ment. The Chairman oversees the effective implementation of the Board’s decisions and is responsible for ensuring that the work of the Board is evaluated yearly and that the nomination committee is informed about the results of this evaluation. 6 President and Group Management T eam The President and CEO is appointed by the Board. The President and CEO supervises operations according to the instructions adopted by the Board and is responsible for the day-to-day management of the com - pany and the Group, in accordance with the Swedish Companies Act and other appli - cable rules. In addition, the President and CEO, together with the Chairman, decides 52 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 53
Organisational chart Marketing Operations Finance, IT, Communication, Legal HR President and CEO Scandinavia & Travel Retail Finland & East The Netherlands & West Growth & Pick & Mix which matters are to be dealt with at Board meetings. The Board regularly evaluates the President and CEO’s duties and perfor - mance. The President and CEO is respon - sible for ensuring that the Board members are supplied with the necessary information to make decisions and presents reports and proposals at Board meetings regarding issues dealt with by the Group Management T eam. The President and CEO regularly informs the Board and Chairman about the financial position and development of the company and the Group. Katarina T ell has been the President and CEO of Cloetta since 1 June 2024. In April, Cloetta announced a plan to create a more efficient operating structure relating to commercial and group-level functions. The change also affected the structure of the Group Management T eam. Marcel Mensink, Chief Operations Officer, left the company in April and Michiel Haver - mans, Senior Vice President Cloetta International, left the company in June. Effective as of 1 September 2025, Andrew Row joined Cloetta as the Chief Opera - tions Officer. Per 31 December 2025 the Group Management T eam consisted of the four regional presidents (one also being responsible for Pick & mix), the Chief Oper - ating Officer (COO), the CFO, the CMO and the Chief Human Resources Officer (CHRO). For information about the Presi - dent and CEO and other members of the Group Management T eam, see pages 62–63. The Group Management T eam holds meetings several times per month addressing matters relating to strategic and operational development as well as financial performance. 7 Auditor The auditor is elected by the AGM to exam - ine the company’s annual accounts and accounting records and the administration of the Board of Directors and the Presi - dent and CEO. The auditor’s reporting to the shareholders takes place at the AGM through the presentation of the auditor’s report. At the AGM on 10 April 2025, the registered public accounting firm Öhrlings PricewaterhouseCoopers AB was re- appointed as the auditor for the company for the period until the next AGM. Sofia Götmar-Blomstedt will continue as the auditor in charge. 8 Financial and sustainability reporting and sustainability governance Financial and sustainability reporting The Board of Directors is responsible for ensuring that the company’s organisation is structured in such a way that the company’s financial circumstances can be controlled satisfactorily and that external financial and sustainability information, such as interim, annual and sustainability reports to the mar - ket, are prepared in accordance with the legal requirements, applicable accounting standards and other requirements applica - ble to listed companies. The tasks of the Board are to oversee the Group’s financial development, assure the quality of the financial and sustaina - bility reporting and internal control and regularly monitor and evaluate operations. The task of the audit committee is to sup - port the Board in assuring the quality of the company’s financial and sustainabil - ity reporting. The audit committee also oversees the financial and sustainability reports and significant accounting mat - ters, as well as matters related to internal control, compliance, material uncertainty in reported values, events after the bal - ance sheet date, changes in estimates and judgements and other circumstances affecting the quality of the financial and sustainability reports. The President and CEO ensures that the financial accounting in the Group compa - nies is carried out in compliance with legal requirements and that financial manage - ment is conducted in a satisfactory manner. Cloetta’s President and CEO and the CFO are members of the boards of all operat - ing subsidiaries. Every month, the Group prepares a closing of the books that is sub - mitted to the Board and the Group Manage - ment T eam. For each financial year, a profit & loss statement, cash flow statement and investment budget are prepared and are adopted at the scheduled Board meeting in December. External information is regularly provided in the form of: • Interim reports; • Annual and Sustainability report; 53Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 54
• Press releases about important news that is deemed to have a potential impact on the share price; • Presentations for financial analysts, inves - tors and the media on the date of publica - tion of the year-end and interim reports; • Meetings with financial analysts and investors. Sustainability governance The overall strategies for Cloetta’s sus - tainability work have been adopted by the Group Management T eam and the ultimate responsibility for sustainability matters lies with Cloetta’s Board of Director and its President and CEO. In 2025, Cloetta’s sus - tainability work was organised under two members in the Group Management T eam. The CMO works together with the Sustaina bility team, comprising a Director responsible for sustainability and the two Sustainability Managers. The Sustainability Managers are responsible for environmen - tal and social issues and for identifying pri - oritised areas, where one manager is also responsible for reporting and governance issues. Both support the implementation of Cloetta’s sustainability agenda. The COO works together with their Health & Safety, Environment (HSE) team to lead the work on health, safety and environment. All plants have a dedicated HSE Manager. During 2024, Cloetta established an internal Sustainability Board, that gathers senior employees that have close ties to daily operations to enable a more practical and responsive forum for sustainability matters. Sustainability updates are provided to the Board of Directors and its audit committee is responsible to oversee processes, inter - nal control and sustainability reporting. For more information regarding sustain - ability governance, see pages 132–135. Additional information The following information can be found at www.cloetta.com: Articles of Association, Cloetta’s Code of Conduct, information from previous AGMs and previous corpo - rate governance reports. Press releases 2025 December • Cloetta’s CandyKing opens store in New York City with the widest Swedish Candy assortment November • Cloetta AB interim report July–Sep - tember 2025: Strong uplift in profita - bility continues October • Invitation to presentation of Cloetta’s interim report for the third quarter of 2025 September • Cloetta’s Nomination Committee for the AGM 2026 • Cloetta signs new credit facilities agreement July • Cloetta appoints Andrew Row as Chief Operations Officer • Invitation to presentation of Cloetta’s interim report for the second quarter of 2025 • Cloetta AB interim report April–June 2025: Strong quarterly growth with continued strengthened profitability May • Cloetta AB interim report January– March 2025: Exceptionally strong profitability improvement driven by broad product portfolio April • Resolutions at the Annual General Meeting of Cloetta on 10 April 2025 • Michiel Havermans, SVP Cloetta Inter - national, to leave Cloetta • Cloetta plans to change the organ - isational structure and Group Man - agement to support new strategic priorities • Invitation to presentation of Cloetta’s interim report for the first quarter of 2025 March • Notice of the Annual General Meeting of Cloetta AB (publ) • Cloetta publishes Annual and Sustainability Report for 2024 • Cloetta’s Joy Report studies joy in some of the world’s happiest countries • Cloetta announces updated strategic priorities and financial targets geared for profitable growth February • Cloetta will not proceed with the greenfield plant project • The Nomination Committee’s pro - posal regarding Board of Directors of Cloetta January • Invitation to presentation of Cloetta ´ s year-end report for 2024 • Marcel Mensink, President Opera - tions and COO, to leave Cloetta • Invitation to Cloetta’s Investor Day on 27 March • Cloetta AB interim report October– December 2024: Another year of profitable growth with an exception - ally strong last quarter 54 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 55
Remuneration of the Group Management Team Guidelines for remuneration of Group Management T eam The current guidelines for remuneration of the Group Management T eam were adopted by the AGM on 10 April 2025. The total remuneration shall be market-based and competitive and shall be proportionate to the individual’s responsibilities and powers. In addition to base salary, remuner - ation of the President and CEO, other mem - bers of the Group Management T eam and other executives reporting directly to the President and CEO can include: short-term variable compensation, share-based long- term variable compensation, pension bene - fits, termination benefits and other benefits. Short-term variable compensation Short-term variable compensation is linked to specific business targets and is derived from the annual business plan approved by the Board of Directors. The short-term variable compensation is delivered through a cash-based bonus programme. Short- term variable compensation is based on targets linked directly or indirectly to the achievement of the financial targets set by Cloetta’s Board of Directors. Share-based long-term variable compensation Share-based long-term variable compen - sation consists of the share-based long- term incentive plans, which are resolved on yearly by the AGM. It is aimed at increas - ing value for the Group’s shareholders by promoting and upholding the senior management’s commitment to the Group’s development and thereby aligning the interests of the Group Management T eam and other key employees with those of the shareholders to ensure maximum long- term value creation. The targets for share- based long-term variable compensation are the compound annual organic growth rate, the adjusted operating profit margin, the absolute adjusted operating profit level and T otal Shareholders Return (TSR). Pension benefits Pension benefits vary depending on the agreements and practices in the country where the individual is employed. Defined contribution plans are strived for, which means that pension benefits most often consist of defined contribution plans for which annual premiums are paid as a per - centage of pension-qualifying salary up to the age of retirement. Variable salary and benefits are not pension qualifying unless provided by law or collective agreement. If applicable based on local legislation, the individual can opt in for pension benefits on variable pay for the cost of the individual. The retirement age is not less than 60 years and not more than 67 years. The Board has the right to deviate from these principles in individual cases where there is special reason to do so. T ermination benefits Upon termination of employment on the part of the company, the notice period shall be no longer than 12 months. Any termi - nation benefits may not exceed one fixed annual salary. Due to employment contracts entered into by Leaf prior to Cloetta’s acqui - sition of the company, there are contracts with members of the Group Management T eam granting termination benefits exceed - ing 12 monthly base salaries. Other benefits Other benefits consist mainly of sign-on fees, severance pay, non-compete fees and company car benefits. President and CEO The retirement age is 65 years. The pen - sion terms consist of a defined contribution plan for which annual premiums are paid up to the age of retirement in an amount corresponding to 30 per cent of pension- qualifying salary, consisting of base salary. Variable compensation and other benefits are not pension-qualifying. The President and CEO has a notice period of six months. Upon termination on the part of the company, the notice period is 12 months. Remuneration in 2025 In 2025, the total remuneration of the Group Management T eam including the President and CEO amounted to SEK 75,252 thou - sand (88,273) including pension benefits and SEK 66,997 thousand (80,458) exclud - ing pension benefits. Share-based long-term incentive plan for senior executives On 10 April 2025, the Annual General Meet - ing approved the Board’s proposal for a share-based long-term incentive plan. The plan aligns the interests of the shareholders with those of the Group Management T eam and other key employees in order to ensure maximum long-term value creation. A personal shareholding in Cloetta is required for all participants. See page 34 and Notes 23 and 28 for more information about share-based payment. The Board of Directors’ report on the remuneration committee’s evaluation of remuneration of the Group Management T eam The Board of Directors has established a remuneration committee consisting of no more than four members who prepare recommendations for decision by the Board regarding remuneration principles, remuneration levels and other terms of employment for the Group Management T eam. The recommendations have included the proportional distribution between base salary and variable compensation and the size of any salary increases. Furthermore, the remuneration committee has discussed pension terms and termination benefits. The remuneration committee is also entrusted with the task of monitoring and evaluating programmes for variable remu - neration of the Group Management T eam, application of the guidelines for remuner - 55Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 56
Short-term variable compensation as a percentage of base salary Target level Maximum level President and CEO 50 % 100 % Other Group Management Team, average 34 % 68 % T otal variable remuneration (costs incurred) of the Group Management T eam incl. the President and CEO SEK Thousand % 50,000 40,000 30,000 20,000 10,000 00 10000 20000 30000 40000 50000 20252024202320222021 0 30 60 90 120 150 Short-term and share-based long-term variable compensation Percentage of base salary Remuneration of the Group Management T eam incl. the President and CEO % 40% Base salary 38% Short-term and share-based long-term variable compensation 12% Pension costs 11% Other benefits ation adopted by the AGM and the current remuneration structures and remuneration levels in the company. Pursuant to para - graph 9.1, points 2 and 3 of the Swedish Code of Corporate Governance, the Board hereby presents the following report on the results of the remuneration committee’s evaluation: The variable compensation that is pay - able according to the guidelines is linked to both the individual’s responsibility for results and the Group’s profitability targets, which contributes to value growth for the company’s shareholders. Market surveys are conducted regularly with respect to salary statistics, remunera - tion structures and levels for variable remu - neration. In the opinion of the remuneration committee, Cloetta’s remuneration struc - tures and remuneration levels have allowed Cloetta to recruit and retain the right per - sonnel to the Group Management T eam. Remuneration of the President and CEO and other members of the Group Manage - ment T eam for the financial year 2025 has been determined by the Board. Remuner - ation of other senior executives has been approved by the President and CEO. During 2025, the remuneration committee has met on three occasions. The current guidelines for remuneration to the Group Management T eam were adopted at the AGM on 10 April 2025. In accordance with the remuneration guidelines, the Board may temporarily deviate from the remuneration guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a devi - ation is necessary to serve the company’s long-term interests. For more information about remunera - tion of the President and CEO, see the com - pany’s Remuneration Report published on the website. Variable salary is linked to Cloetta’s long-term financial targets. While year- over-year improvement is not a strict requirement, the assessment of variable salary is based primarily on the develop - ment of operating profit, adjusted, with the expectation that operating profit, adjusted, should show positive progress compared to the previous year unless there are justi - fied long-term strategic reasons to decide otherwise. 37% 12% 11% 40% 56 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 57
Remuneration cost incurred for the Group Management 2025 SEK Thousand Base salary Short-term variable compensation incurred in the year, expected to be paid out in the next year Share-based long-term variable compensation Other benefits Subtotal Pension costs Total Costs incurred in 2025 President and CEO - Katarina Tell 5,520 4,471 3,106 165 13,262 1,656 14,918 - Henri de Sauvage-Nolting - - - - - - - Other Group Management Team 1 25,763 11,555 9,329 7,088 53,735 6,599 60,334 Total 31,283 16,026 12,435 7,253 66,997 8,255 75,252 of which, Parent Company 15,969 10,353 10,914 2,973 40,209 4,791 45,000 Amount paid in 2025 President and CEO - Katarina Tell 5,520 4,319 1,771 165 11,775 1,656 13,431 - Henri de Sauvage-Nolting - - - 1,917 1,917 - 1,917 Other Group Management Team 1 25,763 17,790 9,754 7,088 60,395 6,417 66,812 Total 31,283 22,109 11,525 9,170 74,087 8,073 82,160 of which, Parent Company 15,969 11,069 7,585 4,890 39,513 4,791 44,304 2024 SEK Thousand Base salary Short-term variable compensation incurred in the year, expected to be paid out in the next year Share-based long-term variable compensation Other benefits Subtotal Pension costs Total Costs incurred in 2024 President and CEO - Katarina Tell² 3,220 3,220 1,114 81 7,635 564 8,199 - Henri de Sauvage-Nolting² ³ 4,446 4,194 -2,166 2,918 9,392 1,275 10,667 Other Group Management Team 1 26,989 19,177 15,396 1,869 63,431 5,976 69,407 Total 34,655 26,591 14,344 4,868 80,458 7,815 88,273 of which, Parent Company 16,571 14,012 4,717 3,344 38,644 4,510 43,154 Amount paid in 2024 President and CEO - Katarina Tell² 3,220 - - 81 3,301 564 3,865 - Henri de Sauvage-Nolting² 4,446 6,000 1,666 1,001 13,113 1,275 14,388 Other Group Management Team 1 26,989 17,976 6,496 1,820 53,281 6,011 59,292 Total 34,655 23,976 8,162 2,902 69,695 7,850 77,545 of which, Parent Company 16,571 12,367 3,943 1,427 34,308 4,510 38,818 1) For the period 1 January 2024 until 6 June 2024, the Group Management Team comprised 9 persons, for the period 7 June 2024 until 18 August 2024 it comprised 8 persons, for the period 19 August 2024 until 15 April 2025 it comprised 9 persons, for the period 16 April 2025 until 31 May 2025 it comprised 8 persons, for the period 1 June 2025 until 31 August 2025 it comprised 7 persons, and as of 1 September 2025 the Group Management Team comprises 8 persons. 2) Henri de Sauvage-Nolting resigned during 2024, with a termination date of 31 August 2024. Katarina Tell assumed the role as President and CEO on 1 June 2024. 3) Comparative numbers have been adjusted for the cost incurred related to the resignation agreement of Henri de Sauvage-Nolting. 57Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 58
Internal control over financial reporting The Board of Directors has overall respon - sibility for the financial and sustainability reporting and the company’s systems per - taining to internal control. The responsibility is regulated by the Swedish Companies Act, which also states that the audit committee has a specific responsibility for monitoring quality assurance in risk management and internal control over the financial reporting. Cloetta’s internal control over finan - cial reporting is based on the framework published by the Committee of Sponsor - ing Organisations of the Treadway Com - mission (COSO framework). The COSO framework objectives are divided into three distinct disciplines: operations, reporting and compliance, and consists of five individ - ual areas: control environment, risk assess - ment, control activities, information and communication, and monitoring. Control environment The control environment comprises the organisational structure and the values, pol - icies, instructions and similar, according to which the organisation works. It forms the basis of good internal control and involves creating the necessary conditions for an organisational structure with clear roles and responsibilities, leading to effective man - agement of the risks in the operation. The Board of Directors is responsi - ble for establishing fundamental rules and guidelines for internal control. The audit committee assists the Board of Directors with its oversight of the performance of the company’s risk management function and internal control insofar as these affect the company’s quality and integrity of financial reporting. The Board of Directors and the audit committee interact directly with the external auditors. Where the Board of Directors is respon - sible for establishing fundamental rules and guidelines, the President and CEO is responsible for the design effectiveness, implementation and supervision of moni - toring of the internal control environment within the Group. The CFO is responsible for the design and operating effectiveness of the internal control environment within the Group. The Group Management T eam and local management teams ensure that the group has employees with the right competency in all key financial positions and that there are procedures in place to ensure that employ - ees in key financial positions have the requi - site knowledge and skills. Risk assessment Central and local risk assessments cover - ing both financial and other risks are pre - pared and form the basis for how risks are managed through various controls. These assessments comprise the likelihood that risks could occur and the potential impact they may have. In addition, the velocity at which a risk could occur is considered. Central and local financial reporting risks are assessed with respect to account bal - ance assertions such as existence, com - pleteness, rights and obligations, valuation and allocation, presentation and disclosure and assessed on financial impact. The inter - nal control environment is designed to mit - igate risks identified to a level considered acceptable by management. Risks and risk management are reported on separately in more detail in the Risks and risk management section on pages 42–46. T ax, legal and other financial risks are reflected based on management’s best estimate and judgement and in accordance with the applicable accounting standards in the consolidated financial statements. Fraud risk Cloetta’s Group Management T eam, local management teams and the central finance team are responsible for addressing the risk of fraud and for carrying out a contin - uous assessment of the risk for fraud with respect to the prevailing attitudes, incen - tives and opportunities to commit fraud. The Board of Directors has issued a fraud policy and a whistleblower policy aimed at preventing dishonest and/or fraudulent activity and to establish procedures for reporting fraudulent activities to Cloetta’s management and audit committee. In addition to these policies, Cloetta has adopted an anti-bribery and anti- corruption policy. The purpose of the policy is to prevent bribery and corruption by any employee or third party acting on behalf of Cloetta. The trade controls policy summa - rises potentially applicable sanctions and export control rules and compliance proce - dures to be followed by all Cloetta employ - ees. The purpose of this policy is to provide guidelines to ensure compliance with all local trade control laws and regulations including countries through which ship - ments or financial transactions flow. Basis for financial reporting risk assessment Existence : Reported assets and lia - bilities exist on the reporting date. Completeness : All transactions during the reporting period are recorded and reported. Rights and obligations : Assets are the rights of the organisation and the liabilities are its obligations as of a given date. Valuation and allocation : All items in the financial reporting are reported in compliance with IFRS valuation principles and are correctly calculated and summa - rised and appropriately recorded. Presentation and disclosure: Items in the financial reports are prop - erly described, sorted and clas - sified. 58 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 59
Control activities Control activities reduce the risks identi - fied to ensure accurate and reliable finan - cial reporting as well as process efficiency. Control activities occur throughout the organisation, at all levels and in all functions. They are embedded in business processes and include a range of activities as diverse as approvals, authorisations, verifications, reconciliations, reviews of operating perfor - mance, security of assets and segregation of duties. The controls contain a balanced mix of preventive and detective controls and of automated and manual controls. In addition to a standard set of automated controls in Cloetta’s central systems, local management teams are encouraged to automate controls insofar possible and effi - cient, especially for routine transactions. Nevertheless, there are also manual con - trol activities in place to verify that the auto - mated controls function as intended and to validate non-routine transactions. All identi - fied financial reporting risks are covered by one or more control activities. Cloetta has a systematic and structured process in place for dealing with reporting whereby periodically reported financial results from a local levels are reviewed by the Group Management T eam. This report - ing process serves as the basis for Cloetta’s internal and external reporting as well as for legal and business reviews. The busi - ness reviews, conducted for each business area, are carried out periodically accord - ing to a structure in which sales, earnings, cash flow and other key ratios and trends of importance to the Group are compiled and form a basis for analysis and actions by management. Other important and group- wide components of internal control and reporting routines include the annual busi - ness planning process and the monthly and quarterly forecasting cycles. The company’s financial situation is dis - cussed at each Board of Directors meeting. The Board’s audit committee has important monitoring and control duties regarding loans, investments, financial management, financial reporting and internal control. The audit committee and Board of Direc - tors review and formally approve interim reports and the Annual and Sustainability Report prior to publication. In addition, the audit committee receives regular reports from the independent auditor addressing amongst others financial reporting, IT and internal control matters. Information and communication Effective communication ensures the infor - mation flows in the organisation. Significant policies, guidelines, instructions and man - uals that are important to internal control are regularly updated and made available on the intranet. There are both formal and informal information channels from Group Management T eam to employees. For external communication, there is a policy in place setting out the requirement to provide external stakeholders with correct and rele - vant information in a timely manner. Monitoring of internal control Cloetta continuously strengthens its inter - nal control environment by evaluating the design and operating effectiveness of the environment. Annually, procedures are per - formed to verify the design and operating effectiveness in specific areas and relevant control documents are reviewed. Inter - nal control deficiencies detected through the ongoing monitoring activities or sep - arate evaluations are reported upstream and corrective actions are taken to ensure continuous improvement of the internal control environment. Weaknesses identi - fied internally or by the auditor are reported and discussed with the persons involved, with members of Cloetta’s Group Man - agement T eam and where needed with the audit committee. Evaluation of the need for a separate internal audit function There is currently no internal audit func - tion at Cloetta. The Board of Directors has reviewed this matter and determined that the existing structures for monitoring and evaluation provide a satisfactory basis for control. For certain special internal audit activities, external resources may be used. Process for financial reporting Monthly Quarterly Collection of information Local units report monthly according to an established timeframe in com - pliance with the applicable laws, regu - lations and accounting practices and the Group’s accounting manual. Audit committee The auditor attends every quarterly audit committee meeting. Possible actions are carried out based on the auditors reporting to the audit com - mittee. Controls The Group’s reporting system con - tains embedded controls. In addition, the central finance team carries out analytical controls as well as controls of completeness and reasonability. External reporting Cloetta publicly discloses its interim and year-end reports through press releases and publication on the com - pany’s website. Processing and consolidation Any corrections are implemented in dialogue with the affected parties. Reconciliation occurs. Reporting Reporting of operational and financial information to the Board of Directors and the Group Management T eam. 59Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 60
Board of Directors Patrick Bergander Position: Member of the Board Chairman of the Audit Committee Elected: 2019 Year of birth: 1971 Nationality: Swedish Education: B.Sc. Business and Economics, Stockholm University. Other assignments: CEO of Nordic T yre Group and Board member of SPP Pension & Försäkring AB. Previous assignments: CFO of Rosti Group, CEO and CFO RSA Scandinavia (Codan/Trygg- Hansa). Several positions at Electrolux, including CFO Asia Pacific, CFO Business area Private at If Skadeförsäkring and Consultant at Arthur Andersen. Independence: In relation to major shareholders: Y es In relation to the company and management: Yes Shareholding: Direct: 4,180 class B shares Related parties: – Camilla Svenfelt Position: Member of the Board Member of the Audit Committee Elected: 2016 Year of birth: 1981 Nationality: Swedish Education: Bachelor of Science in Social Work and courses in business administration, labour market economics and management, Stockholm University. Other assignments: Board member of AB Malfors Promotor, deputy board member of the Hjalmar Svenfelt Foundation and Accounting supervisor at AB Malfors Promotor. Previous assignments: – Independence: In relation to major shareholders: No In relation to the company and management: Yes Shareholding: Class A shares, Direct: 60 Related parties: 5,729,569 Class B shares, Direct: 514,485 Related parties: 89,019,352 Morten Falkenberg Position: Chairman of the Board Member of the Audit Committee Elected: 2024 Born: 1958 Nationality: Danish Education: B.Sc., Copenhagen Business School. Other assignments: Board member of Duni Group Previous assignments: CEO and Group CEO of Nobia from 2010 to 2019. Previously held senior posi - tions at both divisional and group management levels within Electrolux, Tele Denmark and Coca-Cola. Independence: In relation to major shareholders: Y es In relation to the company and management: Yes Shareholding: Direct: 400,000 class B shares Related parties: – Pauline Lindwall Position: Member of the Board Chairman of the Remuneration Committee Elected: 2023 Year of birth: 1961 Nationality: Swedish Education: M.Sc. (Econ), Växjö University. Other assignments: Board member of Huhtamaki Finland and European Institute of Innovation & Tech - nology (EIT) Food. Previous assignments: Board member of Duni AB, Swedish Match AB, McKesson Europe AG and Lantmännen. Senior Advisor of Stora Enso AB. Independence: In relation to major shareholders: Y es In relation to the company and management: Yes Shareholding: Direct: 11,261 class B shares Related parties: – Malin Jennerholm Position: Member of the Board Member of the Audit Committee Elected: 2022 Year of birth: 1970 Nationality: Swedish Education: B.Sc. in Business Administration and Economics from School of Business, Economics and Law at the University of Gothenburg. Other assignments: CEO Svenska Retursystem AB. Previous assignments: Board member of Livs - medelsföretagen, Board member of Sweden Food Arena, CEO at Orkla Confectionery & Snacks Sweden, General Manager Professional Nordics at Jacobs Douwe Egberts and various positions at Mondelez International and Kraft Foods. Independence: In relation to major shareholders: Y es In relation to the company and management: Yes Shareholding: Direct: 7,000 class B shares Related parties: – Alan McLean Raleigh Position: Member of the Board Member of the Remuneration Committee Elected: 2018 Year of birth: 1959 Nationality: British Education: B.Sc. (Hons) Production Engineering and Production Management, University of Strathclyde. Other assignments: Board Chairman of Robinson plc. Previous assignments: Trustee on the Board of the Chartered Institute of Procurement and Supply (CIPS), Executive Vice President, Personal Care Supply Chain, Unilever. Independence: In relation to major shareholders: Y es In relation to the company and management: Yes Shareholding: Direct: 8,144 class B shares Related parties: – 60 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports << Content
Page 61
Mikael Svenfelt Position: Member of the Board Member of the Remuneration Committee Elected: 2008 Year of birth: 1966 Nationality: Swedish Education: Marketing and Business Economics, Tibbleskolan and Law studies, Folkuniversitetet. Executive MBA, Stockholm University. Other assignments: Board Member of Hjalmar Svenfelt Foundation, CEO and Board member of AB Malfors Promotor. Previous assignments: Senior positions in Nicator Group, Dell Financial Services, GE Capital Equipment Finance AB and Rollox AB, Board Chairman of Fjärilshuset Haga Trädgård AB, Board member of Fjärilshuset Haga Trädgård Café AB. Independence: In relation to major shareholders: No In relation to the company and management: Yes Shareholding: Class A shares, Direct: 25 Related parties: 5,729,569 Class B shares, Direct: 47,535 Related parties: 88,917 ,257 Lena Grönedal Position: Employee board member, LIVS Elected: 2008 Year of birth: 1962 Nationality: Swedish Position at Cloetta: Process Operator, Cloetta Sverige AB. Shareholding: Direct: – Related parties: – Shareholding stated as at 31 December 2025 61Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports << Content
Page 62
Group Management Team Thomas Biesterfeldt Position: Chief Marketing Officer (CM0) Marketing, Innovation and Sustainability since 2018 Employed by Cloetta since 2018 Year of birth: 1980 Nationality: German Education: MBA (Major Marketing), Hamburg University of Applied Sciences. Other assignments: – Previous positions: Joined Cloetta from a position as Marketing Director for L ’Oréal Paris in the Nordics. An experienced international marketing leader with a background from L ’Oréal, including roles within mar - keting and sales in Germany and Sweden. Prior to that he also held marketing positions at British American Tobacco and Paulaner Brewery in Germany. Shareholding: Direct: 116,884 class B shares Related parties: – Ville Perho Position: Area President Finland & East since 2025 Employed by Cloetta since 2004 (through acquired company LEAF) Year of birth: 1979 Nationality: Finnish Education: M.Sc. Turku School of Economics. Other assignments: Co-owner and Board member of Varastoaura Oy, Chairman of Finnish Chocolate, Sugar Confectionery and Biscuit Industries’ Association. Previous positions: Stepped into his current role in 2025 from a position as Area President Finland. Before that served as Sales Director Cloetta Finland. An experienced commercial leader with an extensive background at Cloetta and LEAF , including leadership and senior roles within retail category development and account management. Shareholding: Direct: 111,264 class B shares Related parties: – Katarina T ell Position: President and CEO since 2024 Employed by Cloetta since 2018 Year of birth: 1970 Nationality: Swedish Education: M.Sc. Food & Nutrition, Umeå University and studies in business administration, Lund University. Other assignments: – Previous positions: Stepped into her current role in 2024 from a position as Area President Cloetta Sweden. An experienced international leader with a broad background from the food industry, including senior roles as Managing Director Kraft Heinz Northern and Eastern Europe, General Manager Findus, Sweden, Retail Sales Manager Kraft Heinz Sweden and Business development at Findus. Shareholding: Direct: 216,155 class B shares Related parties: – Ewald Frenay Position: Chief Human Resources Officer (CHRO) since 2023 Employed by Cloetta since 2000 (through acquired company LEAF) Year of birth: 1963 Nationality: Dutch Education: M.Sc. Economics, Erasmus University. Other assignments: – Previous positions: Stepped into his current role in 2023 from a position as Area President Cloetta Middle, with a responsibility for the Dutch and German markets. Broad international experience from both Cloetta and LEAF , including interim responsibility for Cloetta Italy and Export Markets, senior roles such as President Middle and Chief Marketing Officer and member of the LEAF Executive Committee. Has also held leadership positions at CSM and various marketing and sales roles at Mars Inc. Shareholding: Direct: 55,810 class B shares Related parties: – Frans Rydén Position: Chief Financial Officer (CFO) since 2018 Employed by Cloetta since 2018 Year of birth: 1972 Nationality: Swedish Education: Degree of Master of Laws, LL.M, and B.Sc. Business Administration, Stockholm University. Other assignments: – Previous positions: Joined Cloetta from a position as Vice President Finance at Arla Foods. A seasoned finance executive with extensive international expe - rience from various finance positions in Mondelez such as chief financial officer for India and Indonesia, Finance Director ZBB Asia-Pacific, Regional Manager Financial Planning and Analysis and Area Manager Internal Controls. Shareholding: Direct: 237,744 class B shares Related parties: – Ulrika Palm Position: Area President Scandinavia & Travel Retail since 2025 Employed by Cloetta since 2024 Year of birth: 1973 Nationality: Swedish Education: Master of Business and Administration from the School of Business, Economics and Law at the University of Gothenburg. Other assignments: Board Member of GS1 Sweden and DLF (Trade Association of Sweden). Previous positions: Stepped into her current role in 2025 from a position as Area President Sweden. Joined Cloetta from a position as Division Director Nordics and CEO of Midsona Sweden and member of the Group Management Team at Midsona. Strong leadership and senior commercial background from various international consumer goods companies within sales, marketing, brand communication, and innovation at Unilever, Procter & Gamble, Lant - männen Cerealia and as CEO of Lager 157. Shareholding: Direct: 7,971 class B shares Related parties: – 62 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports << Content
Page 63
Andrew Row Position: Chief Operating Officer (COO) since 2025 Employed by Cloetta since 2025 Year of birth: 1974 Nationality: British Education: Bachelor in Integrated Engineering, Nottingham T rent University, England. Other assignments: – Previous positions: Joined Cloetta from a position as Chief Operating Officer Müller Milk & Ingredients. A seasoned leader with more than 20 years of inter - national experience from FMCG, particularly within food, beverage, pharmaceuticals, and household goods. Has held several leadership roles at Ineos Hygenics, Refresco, Smith & Nephew, Reckitt and GoldenFry Foods, within Operations, Supply Chain and Manufacturing. Shareholding: Direct: 3,600 class B shares Related parties: – André Ruikes Position: Area President Netherlands & West since 2025 Employed by Cloetta since 2010 (through acquired company LEAF) Year of birth: 1985 Nationality: Dutch Education: Master Marketing Management and Bachelor Business Administration, Erasmus University Rotterdam, the Netherlands. Other assignments: – Previous positions: Stepped into his current role in 2025 from a position as Area President Cloetta Middle, with a responsibility for the Dutch and German markets. A senior commercial leader with a long track record from Cloetta and LEAF , including roles within marketing, key account management and brand management, as Customer Director, Customer Marketing Director, Senior Account Manager and Brand Manager. Shareholding: Direct: 18,466 class B shares Related parties: – Niklas T ruedsson Position: Area President Growth since 2025 and Chief Pick & Mix Officer since 2019 Employed by Cloetta since 2019 Year of birth: 1972 Nationality: Swedish Education: M.Sc. Business Administration and Economics, Lund University. Other assignments: – Previous positions: Stepped into his current role in 2025 from a position as Area President Cloetta Denmark & Norway and Chief Pick & Mix Officer. Joined Cloetta from a position as CEO of Risenta, part of the Paulig Group. An experienced FMCG leader with several commercial managerial roles and strong background at Unilever in the Nordics and Asia. His previous roles include Country Manager Sweden and T rade Invest - ment & Pricing Director Asia, Africa & Central Europe. Shareholding: Direct: 97, 167 class B shares Related parties: – Shareholding stated as at 31 December 2025 Changes in the Group Management Team On 2 July 2025, Cloetta appointed Andrew Row as Chief Operating Officer (COO), effective in September 2025. On 11 April 2025, Cloetta shared that Michiel Havermans, SVP Cloetta International, leaves the company at the beginning of June 2025. 63Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports << Content
Page 64
Content General information 65 Basis for preparation 65 Governance 66 Strategy, business model and value chain 71 Material sustainability matters 79 Environmental information 84 Climate change 84 EU taxonomy 96 Biodiversity and ecosystems 102 Resource use and circular economy 106 Social information 110 Own workforce 110 Workers in the value chain 121 Consumers and end-users 126 Governance information 132 Business Conduct 132 Appendix 136 Index of disclosures included in the sustainability statement 136 The sustainability statement outlines Cloetta’s governance and performance concerning key sustainability issues, including detailed performance indicators and metrics. How to read the Sustainability statement Cloetta’s Sustainability statement is structured according to the four overall chapters in the European Sustainability Reporting Standards (ESRS): ‘General’, ‘Environment’, ‘Social’, and ‘ Governance’. Certain disclosures from the cross-cutting standard ESRS 2 relate to information in the administration report and the remuneration report. In cases where disclosures are found in the administration report or the remuneration report, references are included to provide additional context. Sustainability statement 64 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 65
General information BP-1 General basis for preparation of sustainability statements As of the financial year 2025, Cloetta AB (publ) Sustainability statement is prepared in accordance with the EU Corporate Sus - tainability Reporting Directive (CSRD), the European Sustainability Reporting Stand - ards (ESRS) and Chapter 6, Section 10 of the Swedish Annual Accounts Act. Cloetta’s sustainability statement is also prepared in accordance with the T axonomy Regula - tion 2020/852, Norwegian T ransparency Act 2021 and other relevant regulations. Disclosures required by the Norwegian T ransparency Act are provided in chapters “General information”, “Own workforce,” and “Workers in the value chain”. About Cloetta’s Sustainability statement In 2024, Cloetta conducted a double mate - riality assessment to identify material sustainability-related impacts, risks, and opportunities. The process combined input from internal experts, external stakehold - ers, and risk analysis tools and is aligned with the ESRS framework. Each topic was assessed against both impact material - ity and financial materiality thresholds. Insights from this process guided the iden - tification of relevant ESRS topic areas and sub-topics for reporting. The assessment was reviewed and updated in 2025 with more granular sub-topic analysis to bet - ter align with the CSRD. Results were vali - dated by the Group Management T eam and approved by the Board of Directors. The sustainability statement presents an overview of the company’s material impacts, risks, and opportunities (IROs) related to environmental, social, and governance topics, as required under CSRD. The statement is structured into four core sections: • General Disclosures: Outlines the basis for preparation of the sustainability statement, including governance struc - tures, processes for assessing material sustaina bility-related IROs, and the inte - gration of sustainability into the compa - ny’s overall strategy and business model. • Environmental disclosures: Provides an overview of how Cloetta identifies and manages environmental IROs across its operations and value chain. The disclo - sures cover Climate change, Biodiversity and ecosystems, as well as Resource use and circular economy. • Social disclosures: Describes Cloetta’s approach to managing social sustain - ability topics, with a focus on respect - ing human rights and promoting fair and safe working conditions across the value chain. The disclosures cover Own work - force, Workers in the value chain and Consumers and end-users. • Governance disclosures: Offers insight into Cloetta’s Business conduct and approach to business ethics with a focus on preventing corruption and bribery, including grievance mechanisms. It out - lines the company’s policies, internal controls, and governance mechanisms designed to ensure responsible business conduct. Reporting scope The sustainability statement covers Cloetta’s whole value chain, including the company’s operations. All data points included have been assessed as material, based on Cloetta’s double materiality assessment. The double materiality assessment covers both upstream and downstream parts of the value chain, with the most significant impacts and risks currently identified in upstream activities such as raw material sourcing and supplier practices. On the downstream side, Cloetta addresses impacts related to product use and end-of-life, including those associated with consumer health. Where available, relevant data is reflected in the section Metrics within each chapter. Historical data is not available for metrics reported for the first time in 2025 or for metrics whose cal - culation methods have been adjusted to align with the ESRS accounting policies. Principles of consolidation The data is consolidated according to the same principles as the financial statements, meaning that it covers the parent company, Cloetta AB (publ), and its controlled sub - sidiaries. The Sustainability statement covers the entire business operations of the company, unless otherwise noted. Data covering the value chain includes upstream, downstream and direct operations where applicable. No information has been omit - ted due to concerns about confidentiality, classification or sensitivity. The same consolidation principles are applied to all disclosures and material topics. BP-2 Disclosures in relation to specific circumstances Accounting principles and changes The accounting policies are aligned with ESRS standards and have been consist - ently applied to all data presented. Signifi - cant accounting estimates and judgements are highlighted alongside the relevant data point. Primary risk in sustainability reporting consists of data that may be reported inaccurately or not consolidated correctly. Some reported data points rely on assess - ments and estimates. Certain figures in this report are subject to a level of uncertainty. This uncertainty arises from factors such as future events, measurement techniques, and the quality and availability of supply chain data. Uncertainties may stem from changes in market conditions, regulatory developments, or the availability and relia - bility of data from suppliers and customers. Where applicable, detailed information on the sources of uncertainty and the assump - tions is reported in the ‘Accounting prin - ciples’ section within the relevant chapter of this Sustainability statement, ensuring transparency in how these figures are derived. Climate data is generally associated with some uncertainty due to different measurement methods and data quality. 65Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 66
Cloetta applies well established methods and frameworks, such as the Greenhouse Gas Protocol (GHG protocol), for calculating greenhouse gas emissions. Any changes to these estimates are recognised in the period they are updated. Informed judg - ments are applied when implementing accounting principles. This includes mak - ing decisions about how data is calculated, presented, or classified based on the spe - cific context. Details of these estimates and assumptions are available in the following quantitative environmental, social, and governance sections. Where value chain data has been included in the reporting, such as scope 3 emissions, certain metrics are based on estimations using indirect sources. When available, direct data from suppliers is used to improve the reliability of the disclosures. While some reliance on secondary data may affect the overall level of accuracy, efforts are continuously made to enhance data quality. Reporting changes and prior reporting errors Key updates include a revised double materiality assessment, a restructured sustainability report, and disclosures in line with applicable ESRS topical standards. All reported data points are based on top - ics assessed as material under Cloetta’s double materiality assessment. While no major errors were identified in previous reports, some updates and corrections have been made to better align with the revised double materiality assessment. These adjustments are detailed in the rele - vant disclosure sections. If there are any changes in how sustain - ability information is prepared or presented compared to previous reports, revised comparative figures are disclosed unless it is not possible to do so. If it’s not possible to adjust the information for earlier periods, the reason is explained. For those sections where comparative figures are provided, any differences between the previously reported figures and the updated figures are highlighted. Minor inconsistencies were identified in previously reported climate data due to data quality issues discovered during last year’s validation process. These have been cor - rected in the current reporting, resulting in minor adjustments to certain historical fig - ures. The errors have been assessed as not material and do not affect the overall trends or conclusions in the sustainability report. The underlying causes were related to data collection processes and system lim - itations, which have now been addressed through improved data validation routines and updated reporting templates. T o improve alignment with CSRD requirements, Cloetta has refined its energy and emissions reporting in 2025 compared to previous years. Energy con - sumption from nuclear sources and the renewable share of purchased district heating have been included in the E1-5 dis - closure, providing a more accurate view of total energy use and related emissions. In E1-6, biogenic emissions in scope 2 are now reported separately, based on updated emission factor data in the sus - tainability data management system. Cloetta has decided to remove the entity- specific metrics for energy consumption per produced tonne and CO₂ emissions per produced tonne that were reported in pre - vious years. This decision is based on an updated materiality assessment, in which management concluded that these indica - tors are not material under the ESRS frame - work. The metrics included in the ESRS standards are assessed to sufficiently cover Cloetta’s material sustainability top - ics, and therefore the reporting will focus on these standardised disclosures going forward. As reported in E5-3 target section, the packaging-related CO₂ reduction target previously disclosed, is no longer included under chapter E5. This adjustment aligns with ESRS requirements and the scope of the E5 chapter. The target, which aims for 100 per cent of packaging to come from renewable sources or recycled materials by 2030, is part of the Climate Action Pro - gram, where progress and related actions are monitored. For more information, see chapter E1. As this is Cloetta’s first year reporting in accordance with the ESRS requirements, comparative figures for S4 (entity-specific disclosure) and E5 (resource outflows) have not been presented. This is in line with the transitional provisions applicable to first- time ESRS reporting. ESRS transitional provisions During the reporting year, Cloetta has applied transitional provisions in accorance with ESRS. Accordingly, full disclosures have not been provided in relation to: • SBM-1 §40 b)–c) • SBM-3 §48 e) • E1-9 • E4-6 • E5-6 • S1-14 §88 d) Governance GOV-1 The Board and Management’s role and responsibilities The Board of Directors As the highest governing body for sustain - ability, the Board of Directors (the Board) oversees Cloetta’s strategic direction, approves relevant policies and targets, and formally endorses the results of the double materiality assessment and related sus - tainability reporting. The Board and the President and CEO hold ultimate respon - sibility for the company’s sustainability performance, including compliance with all applicable laws, regulations and due dil - igence oversight. No significant instances of non-compliance were reported during the period. Regular updates are provided to the Board covering material impacts, risks, and opportunities (IROs), strategic prior - ities, and progress toward sustainability objectives. In accordance with the Board’s diver - sity policy, the composition of the Board of Directors must be appropriate in relation to the company’s operations and stage of development and reflect diversity in terms of competence, experience, background, age, nationality, and gender, with the aim of achieving a balanced gender representa - tion. The Board’s combined expertise sup - ports Cloetta’s development through strong market insight, leadership experience, and a solid understanding of the business, enabling the Board to make well-informed decisions regarding Cloetta’s long-term 66 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 67
development and strategic direction. The Board brings together relevant expertise across the material sustainability areas identified through the double materiality assessment. This collective competence enables oversight of Cloetta’s most signifi - cant impacts, risks, and opportunities, and ensures sustainability considerations are consistently integrated into the company’s overall governance and strategic agenda. The Audit Committee is established by the Board and functions as a preparatory and advisory body, supporting the Board’s over - sight of sustainability reporting and inter - nal control. Where required, the Board may also seek external expertise, including in relation to regulatory matters and specific sustainability issues. Composition of the Board¹ 2025 2024 Male representatives 4 4 Share of male representatives, % 50 50 Female representatives 4 4 Share of female representatives, % 50 50 Total amount members of the Board 8 8 Of which independent, % 75 75 Of which executive, % – – Of which non-executive, % 100 100 1) Including the employee representative. For more information on responsibilities and composition the Board, see the corporate governance report pages 48–63. Cloetta’s management and administrative body The Group Management T eam constitutes the company’s executive management body. The President and CEO is appointed by the Board and is responsible for over - seeing the company’s operations in accord - ance with the guidelines and instructions adopted by the Board, as well as for the company’s day-to-day management. In this role, the President and CEO is supported by the Group Management T eam. By the end of 2025, The Group Management T eam consisted of nine members, comprising two women and seven men. The Group Management T eam is responsible for setting and steering Cloetta’s strategic direction on sustaina - bility, overseeing performance against targets related to material sustainability IROs, and ensuring alignment with the overall corporate strategy. This includes reviewing the results of the double mate - riality assessment prior to its approval by the Board and monitoring progress toward established targets. Sustainability is an integrated element of Cloetta’s corporate strategy, and the Group Management T eam has played a central role in shaping and advancing the compa - ny’s sustainability agenda over time. Each key sustainability initiative is assigned an executive sponsor from the Group Manage - ment T eam to ensure clear accountability and leadership. The material IROs identi - fied through the double materiality assess - ment continue to guide decision-making across all parts of the value chain, from sourcing and production to product devel - opment. Throughout the reporting year, relevant IROs have been addressed and are presented in the respective ESRS topical disclosures. The overall strategies for Cloetta’s sustainability work have been adopted by the Group Management T eam, while the ultimate responsibility for sustainability matters rests with Cloetta’s Board of Direc - tors and its President and CEO. The Group Management Team receives regular sus - tainability updates, including updates on material developments where relevant. Due diligence related topics are addressed as part of broader sustainability updates. This includes progress on the double materiality assessment, risk identification and mitiga - tion, and compliance preparations such as the EU Deforestation Regulation (EUDR). The development of Cloetta’s due diligence process is ongoing and will become a more formal and recurring topic in Group Man - agement T eam meetings during 2026 as part of the company’s CSRD implementa - tion roadmap. Competence of the Board and Group Management team The Board’s collective experience is broad and includes consumer goods and the food industry, supply chains and pro - curement, as well as finance and capital markets, which is considered relevant for Cloetta as an international confectionery company with a global value chain. Expe - rience from senior executive positions contributes expertise in strategic man - agement, risk management and internal control. Further, the Group Management T eam has been composed with competencies considered appropriate to responsibly support the company’s strategic and oper - ational development. The Group Manage - ment T eam has broad experience, including in fast-moving consumer goods (FMCG) and related sectors, with backgrounds in senior positions within sales, marketing, finance, business management and production. Overall, these experiences are consid - ered to support corporate governance, responsible leadership and risk manage - ment, as well as the integration of respon - sible business conduct into the company’s strategy. While there are currently no dedicated sustainability experts within the Board and Group Management T eam, several members bring relevant knowledge and experience in sustainability-related areas. In addition, the Board and The Group Management T eam have access to inter - nal resources and external expertise when needed, and efforts are ongoing to strengthen sustainability competence through continued learning and engage - ment with subject matter experts. T o fur - ther strengthen governance and oversight of sustainability, the company intends to enhance the competence of both The Group Management T eam and the Board in sustainability-related matters over the com - ing years. This includes targeted training and ongoing dialogue on key environmen - tal, social, and governance topics, regu - latory developments, and emerging risks and opportunities. Sustainability Board and Sustainability affairs The highest sustainability related bodies within the company are the Sustainability Board and Sustainability Affairs. The Sus - tainability Board provides strategic over - sight of the company’s sustainability work, while Sustainability Affairs is responsible for driving sustainability efforts within the organization. The composition of the Sustainabil - ity Board represents different parts of the organisation, ensuring a broad perspective and understanding of the various areas of the business and their sustainability prior - ities. This forum supports the implemen - tation of key initiatives, ensures alignment with long-term goals, and fosters collabo - ration across functions and stake holders. This structure creates a practical and responsive forum for addressing sustaina - bility issues, ensuring better alignment of priorities across the organization. Sustainability Affairs consists of the Sustainability Manager, who is responsible for driving the sustainability agenda and related internal sustainability communi - cation, and the Sustainability Reporting and Compliance Manager, who ensures compliance with sustainability legislation and handles external sustainability 67Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 68
communication. For specific sustainability issues, Sustainability Affairs escalates matters to the Sustainability Board. Addi - tionally, Sustainability Affairs has a direct channel to the Group Management T eam, allowing for effective communication and support in implementing the sustainability strategy. Governance Sustainability Board: • Decide and approve deliveries • Manage key questions and provide direction • Escalation point for the Sustainability Affairs • Prioritise resources when needed • Monthly board meetings • Progress of each focus area is reported by the Sustainability Board members • Focus area leads participate upon invitation • Follow-up on tactical plan for Cloetta ´ s sustainability agenda Sustainability policies Cloetta’s sustainability governance is supported by a set of formalised policies, including: • Cloetta’s Code of Conduct • Cloetta’s Supplier Code of Conduct • HR policy • Health and safety policy • Environmental policy • Anti-bribery and anti-corruption policy • Fraud policy • Whistleblower policy • Palm oil policy The policies commit Cloetta to conduct business responsibly in several ways, such as conducting due diligence, applying the precautionary principle, respecting human rights, and including at-risk or vulnerable groups within the organisation and/or supply chain. Cloetta communicate its pol - icies externally on cloetta.com, as well as directly with associated stakeholders. In addition to the company-wide online train - ing for the Code of Conduct, Cloetta also offers sustainability-related training, and news shared on the company’s intranet. GOV-2 The Board’s and Management’s sustainability oversight In accordance with Cloetta’s corporate governance framework, the President and CEO is responsible for ensuring that the Board of Directors is provided with the information necessary to make well- informed decisions. The President and CEO presents reports and proposals at Board meetings on matters addressed by the Group Management T eam and regu - larly informs the Board and the Chairman of the development of the company. Similarly, the President and CEO is responsible for ensuring that the Board is informed of the progress of Cloetta’s sustainability work, the effectiveness of adopted targets, and material sustainability matters, thereby ena - bling the Board to maintain an overall view and make well-founded decisions. Sustainability information provided to the Group Management T eam A designated member of the Group Man - agement T eam, the Chief Marketing Officer (CMO), is responsible for sustainability operations. The CMO works in close collaboration with Sustainability Affairs. Through ongoing dialogue, the CMO is kept informed of developments within Cloetta’s sustainability agenda. This structure ensures that sustainability topics are integrated into the agenda of the Group Management T eam and are addressed in strategic discussions. In addition, Sustainability Affairs has a stand - ing agenda item at the Group Manage - ment T eam’s meetings, which is utilized as needed for discussions on key topics such as progress on strategic sustainability initiatives, performance against KPIs and Board of Directors Group Management Team Sustainability Affairs Leads for sustainability focus areas Sustainability Board Board of Directors • Annual review Group Management Team • Sets overall direction and priorities • Makes strategic decisions • Sponsor for sustainability initiatives Sustainability Board • Makes tactical decisions • Manages key questions and provide direction • Serves as escalation point for the Sustainability Affairs • Prioritises resources when needed Sustainability Affairs • Ensures progress and drive devel - opment of sustainability agenda • Ensures compliance with sustainability legislation • Develops internal and external sustainability communication Leads for sustainability focus areas • Manages projects and follows up with stakeholders • Collects, analyses and follows up on KPI data • Manages risks • Develops deliverables • Reports to the Sustainability Board 68 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 69
targets, and developments related to sus - tainability-related impacts, risks and oppor - tunities. This ensures that management maintains an up-to-date understanding of the company’s sustainability performance and compliance progress. In addition, the development of the due diligence work has been followed up dur - ing 2025, particularly in connection with the implementation of the EUDR. Further improvements are planned for 2026 as a prioritized focus area. Information provided to the Sustaina - bility affairs and Sustainability Board Leaders of specific sustainability initiatives report their key performance indicators (KPIs) and overall progress to the Sustaina - bility Affairs team. When required, the Sus - tainability Affairs team escalates matters to the Sustainability Board, which processes the issues before reporting them to the CMO and the Group Management T eam in accordance with the established govern - ance structure. GOV-3 Integration of sustainability-related performance in incentive schemes Sustainability-related performance is currently not included in any incentive schemes. Cloetta does not link the remu - neration of the Board of Directors or the Group Management T eam to climate- related considerations, such as perfor - mance against greenhouse gas emission reduction targets. Accordingly, no portion of the remuneration recognised in 2025 is linked to climate-related considerations. As part of the ongoing strategic review and the development of a new business strategy, Cloetta is considering a variety of factors relevant to its future direction. At this stage, it has not been decided whether climate-related considerations will be included in future remuneration structures. Cloetta will continue to monitor develop - ments in this area and will provide updates in future disclosures as appropriate. For more details on Cloetta’s current remuner - ation practices and the planned inclusion of sustainability targets, please refer to the remuneration report and to the remu - nerations of the group management team disclosure on page 55–57 . GOV–4 Statement on due diligence Cloetta is committed to upholding interna - tionally recognised standards on business and human rights, including the OECD Guidelines for Multinational Enterprises, the International Bill of Human Rights, and the ILO Core Conventions. The due diligence approach is risk-based and aligned with the OECD Guidelines, ensuring that the com - pany proactively manages human rights and environmental responsibilities across the operations and value chain. The due diligence process is designed to identify, prevent, mitigate and address actual and potential adverse impacts. While this work is still ongoing, important steps have been taken to integrate due diligence into the governance and daily operations through updated supplier evaluation pro - cesses, and industry collaboration. Cloetta regularly engages with internal and external stakeholders to understand expectations and concerns, and these insights inform risk assessments and help prioritise actions where the need is greatest. Focus is also centred on further strengthening internal processes to pre - pare for new legislative requirements, particularly the implementation of due dili - gence measures under the EUDR, in order to ensure improved traceability and risk management across the supply chains. Core elements of due diligence Paragraphs in the Sustainability Statement ESRS 2 E1 E4 E5 S1 S2 S4 G1 a) Embedding due diligence in governance, strategy and business model GOV-1 - 4; SBM-1 - 3 SBM-3 SBM-3 SBM-3 SBM-3 SBM-3; S2-2 SBM-3 S4-2 G1-1 b) Engaging with affected stake-holders in all key steps of the due diligence SBM-2 SBM-2 SBM-2 SBM-2 SBM-2; S1-2 SBM-2; S2-2 SBM-2; S4-2 SBM-2 c) Identifying and assessing adverse impacts IRO-1 - 2 IRO-1 - 2 IRO-1 - 2 IRO-1 - 2 IRO-1 - 2 IRO-1 - 2 IRO-1 - 2 IRO-1 - 2 d) Taking actions to address those adverse impacts E1-3 E4-3 E5-3 S1-4 S2-4 S4-4 G1-3 e) Tracking the effectiveness of these efforts and communicating E1-3 - 4 E4-3 - 4 E5-3 - 4 S1-3 - 5 S2-3 - 5 S4-3 - 5 G1-3 - 4 69Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 70
GOV-5 Risk management and internal control The Board holds overall responsibility for the company’s sustainability reporting and the internal control framework. The audit committee is established by the Board to serve as a preparatory and advisory body, supporting the Board in its oversight of sustainability reporting. Its responsibilities include reviewing sustainability reporting processes, evaluating internal controls, and monitoring risks, as well as planned improvements. The audit committee’s task is to assist the Board in overseeing the effectiveness of risk management and internal control processes, ensuring the quality, reliabil - ity, and integrity of sustainability informa - tion, as well as circumstances affecting the quality of the sustainability reporting including keeping oversight over the inde - pendent audit processes. The audit com - mittee meets at least four times per year and reviews the company’s sustainability reporting and compliance with applica - ble laws, including oversight of the double materiality assessment and related met - rics. Independent limited assurance is per - formed by an appointed external auditor, supporting the integrity and reliability of sustainability reporting. The President and CEO is responsible for implementing and supervising internal controls over sustainability reporting, while the Group Management T eam ensures that employees in key roles have the necessary competence to carry out the procedures that support the sustainability reporting process. For further information regarding responsibility for sustainability reporting and the overall process for internal control, see the corporate governance report on the pages 53 and 58–59. Sustainability reporting process The Sustainability Reporting and Compli - ance Manager oversees the preparation and quality control of the sustainability statement, ensuring alignment with appli - cable ESRS disclosure requirements. Sustainability data is collected and verified systematically across all key metrics and forms an integral part of the company’s non-financial reporting processes. Data is internally reviewed and approved before being disclosed in the Sustainability state - ment, ensuring central oversight and control. Key risks identified include completeness, accuracy, and availability of reported data. Each ESRS topic area is assigned to a designated owner within the relevant func - tions, who is responsible for data collection for both narrative and metric disclosures. The individual responsible for data collec - tion is tasked with gathering and entering quantitative and qualitative data in accord - ance with ESRS standards, ensuring trace - ability through documented sources and performing basic accuracy checks. The Data Review and Assurance Responsible validates the collected data for complete - ness, accuracy, and compliance, applying internal controls, and verifying supporting evidence. This role also provides feedback for corrections and maintains documenta - tion of the review process, including a final internal sign-off to confirm that the data is ready for reporting. Control activities within sustainability reporting Cloetta has established processes to assess and manage risks related to the integrity of information disclosed in the sustainability statement. Control activities are designed to mitigate identified sustain - ability risks and ensure accurate, reliable, and consistent reporting, as well as pro - cess efficiency. These control activities comprise a mix of preventive and detective measures and include automated and manual activities. The company’s central systems include automated controls, this includes basic data validation checks and predefined cal - culation logic for certain metrics. Several sustainability control activities are currently performed manually, both within central and local management teams. T o ensure the accuracy of manually handled figures, con - 5. Communication of outcomes Communicate how impacts are addressed in our sustainability report. 4. Monitoring Track implementation and results. 6. Remediation Enable remediation when appropriate, given our level of impact and influence. 3 2 4 5 1 Governance Embed responsible business conduct through governance and policies. Cloetta’s approach to due diligence¹ 2. Impact identification Identify and assess adverse impacts in operations, supply chain and business relationships. 3. Mitigation of impacts Cease, prevent, or mitigate actual or potential adverse impacts through appropriate measures. 1) Approach according to the OECD guidance for responsible business conduct. 70 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 71
trol validations are conducted by cross-ref - erencing the prepared data with the original documentation. A quality control process is applied to reduce risks associated with manual data entry through verification by at least two reviewers before approval. Where necessary, external audits are conducted to validate the accuracy, completeness, and reliability of the reported data. Cloetta’s reporting structures and calculations are evaluated annually to ensure they reflect real conditions as accurately as possible. For all data, multiple layers of review are applied to verify and check the infor - mation at different stages. Manual controls play an important role in maintaining data quality, particularly for non-routine or judg - ment-based sustainability information. In the coming period, Cloetta plans to further strengthen and formalise these activities, establishing a more consistent, structured, and comprehensive internal control environment for sustainability. Additionally, the company will continue to enhance and expand the automated elements of its sustainability processes over time. Strategy, business model and value chain SBM-1 Strategy, business model, and value chain Cloetta’s business model focuses on pro - ducing and marketing confectionery prod - ucts, targeting both branded packaged and the Pick & mix segment. The offerings include brands like Läkerol, CandyKing, T upla, Kexchoklad, Malaco, Mynthon, and Red Band. Cloettas markets are divided into Core markets, Beyond core markets and other markets. Core markets are Sweden, Finland, Denmark, Norway, and the Nether - lands. Beyond core consists of Germany, the UK and North America and other mar - kets consists of remaining countries in which Cloetta has sales through distrib - utors. Cloetta’s manufacturing plants are primarily located in its core markets, sup - porting a broad product portfolio. Cloetta distributes its products through a diversified network of sales channels, including grocery retail trade, service trade such as convenience stores, e -commerce, and other channels. In its core markets, the company manages distribution through both direct operations and, where no local sales organisation exists, via external dis - tributors coordinated by the sales teams in Holland and Finland and from regional hubs. How Cloetta creates value Cloetta creates value by producing and marketing confectionery products that bring joy to consumers. The product offer - ing includes local favorites and international icons, combining great taste with responsi - ble business practices to meet the evolving expectations of consumers, customers, shareholders, and society. The ability to generate long-term value depends on several critical inputs. These include agricultural raw materials such as sugar and cocoa, which are essential for the products. Cloetta relies on secure, respon - sible sourcing to ensure quality and supply chain continuity. Packaging materials and energy are also fundamental to produc - tion and logistics, and efforts are ongoing to reduce their environmental footprint. Human and financial capital are equally important. The company’s employees drive innovation, quality, and operational performance. Stable access to financial resources enables strategic investments in sustainability, production, and growth. Cloetta maintains long-term, transpar - ent relationships with suppliers, customers, retailers, and regulators to ensure compli - ance, manage risks, and build trust through - out the value chain. These relationships support the delivery of tangible benefits for stakeholders from providing products that align with consumer expectations for responsible business and transparency, to contributing positively to the communities where Cloetta sources and operates. Integrating sustainability into strategy and governance Sustainability is embedded across Cloetta’s business model, value chain, and govern - ance. It is integrated into product develop - ment, sourcing, manufacturing, packaging, risk management, compliance, and corpo - rate governance. This ensures sustaina - bility is consistently reflected in both daily operations and long-term strategic plan - ning, supporting financial performance while contributing to a more sustainable confectionery sector. Cloetta’s sustainability agenda “A Sweeter Future” focuses on creating joy and long-lasting value For you, For people and For the planet. The three pillars repre - sent the most important areas throughout the business and value chain where there is an ability and responsibility to create impact. Sustainability is integrated into the business core, the company’s vission connects to Cloetta’s purpose, and the progress of initiatives raises the ambition to create a sweeter future. Sustainability efforts create value by enhancing the brand image, driving consumer preference, ensuring supply chain stability, and pre - paring the company for future regulatory requirements. Cloetta has established sustainabil - ity-related targets primarily linked to its products and services, as well as key stake - holder relationships. For products and services, these include targets for 100 per cent recyclable packaging by 2025, the use of RSPO-certified palm oil and Rain - forest Alliance–certified cocoa, as well as sugar-free and portion control targets to support healthier product choices. In rela - tion to stakeholder relationships, Cloetta continues to engage in partnerships aimed at improving living conditions in sourcing communities, particularly within the cocoa supply chain. Cloetta conducts several analyses to understand how significant product groups, markets, and stakeholder relation - ships relate to the company’s sustainability targets. Insights are based on consumer research, sustainability benchmarks, and results from the double materiality assess - ment, which identified key focus areas across products, geographical markets, and the value chain. These analyses inform Cloetta’s sustainability priorities and target setting, for example, product-related targets such as sugar-free and recyclable packaging are directly linked to consumer expectations and material impacts iden - tified in the double materiality assess - ment, while stakeholder-related initiatives address key risks and opportunities in the supply chain. In 2024, Cloetta’s updated sustainability strategy was endorsed by the Board and aligned with CSRD and the ESRS framework. 71Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 72
CSRD has become a drive force for setting measurable, outcome-oriented, and time- bound sustainability targets. For Cloetta, this presents certain challenges, particu - larly in aligning targets across the compa - ny’s material sustainability topics given the diversity of impacts, risks, and maturity lev - els within the operations and value chain. In 2025, internal efforts on target devel - opment were deepened. This included con - sultations with relevant internal functions and external experts to ensure that future targets reflect both Cloetta’s strategic pri - orities and CSRD expectations. The focus was on strengthening the underlying data and frameworks needed to support robust target-setting and progress measurement. Cloetta has historically tracked progress on several sustainability-related targets, including greenhouse gas emissions, health and safety, sustainable sourcing, and pack - aging recyclability. These areas remain cen - tral to the updated sustainability strategy. Several of the draft targets currently under development for the 2030 horizon are grounded in earlier commitments and long- term ambitions. Until new CSRD-aligned targets are finalised, Cloetta will continue to monitor and report progress against exist - ing goals, ensuring continuity and transpar - ency throughout the transition. Cloetta’s sustainability targets are described in detail in the respective chapter of this report. Environmental 1 Natural resources exploitation and land-use change 2 Deforestation 3 Biodiversity/Habitat loss 4 Greenhouse gas emissions 5 Waste generation from packaging/ non-recyclable packaging waste, food waste Social 1 Working conditions 2 Fair wages 3 Child and forced labour 4 Worker safety 5 Labour conditions 6 Health and nutrition impacts Environmental 1 Increased operational costs Social 1 Health and safety incidents – productivity loss and brand impact Negative impact Risks Value chain Cloetta’s value chain covers the full life - cycle of confectionery products, structured into upstream, own operations, and down - stream stages. Each stage contributes to delivering high-quality products while addressing material sustainability impacts, risks, and opportunities (IROs) across envi - ronmental, social, and governance dimen - sions. A comprehensive understanding of the value chain is essential to identify where IROs arise and to prioritise actions. An initial evaluation of key raw materials and their environmental impacts has been conducted, forming a foundation for assessing the sustainability of Cloetta’s offerings. Key areas for improvement have been identified, particularly in the sourcing and processing of raw materials, with ongoing efforts to better understand broader sustainability impacts and align the product portfolio with sustainability goals. T o support transparency and strategic decision- making, key elements of the value chain are mapped to illustrate where IROs occur. This mapping will be further refined over time, including inputs, outputs, and outcomes. Upstream activities include farming, resource extraction, growing, harvesting, refining, and transporting raw materials to Cloetta’s facilities. Own operations cover procurement, manufacturing, processing, and packaging. Raw materials are transformed into confec - tionery products under strict food safety and quality standards. Packaging protects products while minimising environmental impact, and innovation, design, and devel - opment enhance product value and meet customer needs. Marketing ensures effec - tive communication of product benefits. Downstream activities involve distribution to retailers and consumers through various sales channels. This stage includes prod - uct consumption and efforts to promote recycling to minimise waste and environ - mental impact. 72 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 73
Activities Stakeholders UpstreamOwn operationsDownstream T ransport Resource extraction Manufacturing, processing and packaging Recycling Distribution and retailing Consumption Effective resource management Research and development Sales and marketing Procurement of raw material Environmental Environmental Environmental Social Social Social Farming Local communities Industry partners Universities and research institutions Authorities Local communities Retailers Consumers Own workforce Farmers NGO's Suppliers T ransport 1 5 4 1 6 4 3 3 2 2 5 4 1 1 73Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 74
SBM-2 Engagement with stakeholders Building strategic partnerships and main - taining dialogue with key stakeholders is essential to staying responsive in a fast-changing environment. Cloetta actively engages with key stakeholders such as consumers, employees, industry peers, customers, investors, and authorities, at both local and group levels. This dialogue is integrated into strategic and opera - tional activities to build trust, understand the expectations and needs of different stakeholders, inform decision-making, stay informed about emerging trends, regulatory developments, and societal expectations. Insights from ongoing stakeholder engage - ment and the company’s double materiality assessment guide the identification and prioritisation of IROs. These inputs directly shape Cloetta’s sustainability agenda and strategic direction. Stakeholder views are reviewed and, when relevant, escalated to the Group Management T eam and Board of Directors to ensure strategic alignment. Regular eval - uations and adaptions to the approach are implemented, in order to maintain respon - siveness to stakeholder needs, strengthen relationships, and support the long-term sustainability goals. The following table outlines examples of how Cloetta engages with its key stake - holders. Stakeholder Key issues – sustainability Communication and cooperation Customers and consumers • Responsible marketing • Food safety and product transparency • Less and Better Packaging • Climate action • Clear labelling, certifications • Cloetta’s website, social media • Customer and sales meetings three times per year (in-person or online), and via customer surveys and collaborative initiatives for e.g. eco-efficient transportation Employees, Board & Management • Competence development • Health and safety, employee well-being • Equality & diversity in the workplace • Ethics and anti-corruption • Climate action • Long-term sustainable value growth • Daily meetings to discuss occupational health and safety in the production facilities • Annual performance reviews with all employees • Systematic skills development • Up-to-date information provided monthly, e.g. via managers, union representatives and Cloetta’s intranet • Employee survey “Cloetta Engagement survey” every other year Workers in the value chain • Human & labour rights in the supply chain • T ransparency & risk management • Ethics and anti-corruption • Annual audits by certification bodies for ISO, RSPO and Rainforest Alliance • Supplier sustainability questionnaires • Collaboration with suppliers and third-party organisations • Development projects Shareholders and investors • Long-term sustainable value growth • T ransparency & risk management • Ethics and anti-corruption • Climate action • Human & labour rights in the supply chain • Analyst and investor meetings • Interim reports • Annual general meeting • Annual and Sustainability Report • Cloetta’s website Suppliers • Food safety • Climate action • Human & labour rights in the supply chain • Biodiversity impact from key raw materials • Ethics and anti-corruption • Less and Better Packaging • Annual evaluation of suppliers’ performance • Audits • Development projects • Collaborative projects for sustainability Communities and the public • T ransparency • Community involvement • Climate action • Human & labour rights in the supply chain • Continuous contact with the local communities/municipalities close to Cloetta’s factories with regard to the local environment • Annual audits by certification bodies for ISO, BRC, RSPO and Rainforest Alliance • Continuous contact with key opinion leaders Regulatory authorities • Legal and regulatory compliance • Continuous contact with public authorities in areas related to workplace health and safety, environmental and product 74 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 75
SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model Cloetta’s sustainability strategy is integrated with its overall business model and long- term strategic goals. Addressing sustaina - bility challenges, such as climate change, resource efficiency, and human rights, is critical to maintaining the company’s market position, ensuring compliance, and creating long-term value for stakeholders. For exam - ple, investments in reducing greenhouse gas emissions and improving energy effi - ciency not only align with Cloetta’s climate targets but also drive operational cost savings and enhance resilience in the face of rising energy prices. Similarly, the focus on sustainable sourcing practices strength - ens supplier relationships, mitigates impacts and risks related to supply chain disruptions. It also aligns with the growing consumer demand for responsibly produced products. Cloetta’s sustainability initiatives are embedded into key decision-making pro - cesses across all business functions. The Board and Group Management T eam over - see the alignment of sustainability priorities with strategic objectives, ensuring that material sustainability impacts, risks and opportunities are identified, managed, and leveraged to support growth. As part of the established process, Cloetta conducted an annual review of the double materiality assessment in 2025, building on the 2024 analysis that confirmed all seven ESRS topic areas as material. This year’s more granular sub-topic level review enabled a more precise mapping of dis - closure requirements and better prioritisa - tion of actions in line with CSRD and ESRS standards. While the number of material topics remained consistent, the assessment refined the understanding of key issues, most notably, Biodiversity and ecosystem services was newly identified as a financially material topic and integrated into the sus - tainability strategy. All material impacts, risks, and oppor - tunities are reported in accordance with the ESRS disclosure requirements. One additional entity-specific disclosures has been applied in this report. Further details on impacts, risks and opportunities can be found in the sections on ‘Environment,’ ‘Social,’ and ‘Governance.’ Double materiality assessment outcome Impact materiality Financial materiality Double materiality Non-material E Climate change E Biodiversity and ecosystems S Own workforce G Business conduct E Resource use and circular economy S Workers in the value chain S Consumers and end-users E Pollution E Water and marine resources S Affected communities Material topic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon E Climate change Climate change mitigation Negative actual impact Greenhouse gas emissions from energy use, large-scale agriculture, and high-impact ingredients such as gelatine, as well as deforestation linked to crops like cocoa and palm oil, contribute to global warming, sea level rise, and deteriorating air quality. • Reducing emissions across the value chain in alignment with science- based targets • Incorporating climate mitiga - tion strategies into sourcing practices, such as reducing emissions from animal-based products through vegan options • Ensuring sustainable and deforestation-free practices by using certified raw materials like cocoa and palm oil Upstream Own operations Downstream Short term Medium term Long term Negative actual impact Energy use derived from fossil- based fuels, results in greenhouse gas emis - sions, which contribute to climate change. • Shift to renewable energy (wind, solar, hydro) • Energy efficiency improvements with upgrades and optimisation Own operations Short term Medium term Long term 75Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 76
Material topic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon Risk Transition risk¹: Increased costs may arise due to investments in climate mitigation measures, such as sustain - able sourcing as well as increased prices of raw materials. The risk has potential to materialize in a high emis - sion scenario. • Collaborate with suppliers and peers for shared costs and innovation Upstream Own operations Downstream Short term Medium term Long term Risk Physical risk¹: Production and supply chain disruptions, including energy shortages, raw material scarcities, or extreme weather, could stop opera - tions, delay deliveries, decrease quality and availability and increase prices as well as harm the company’s perfor - mance and reputation. The risk has potential to materialize in a high emis - sion scenario. • Monitor sourcing and delivery processes for disruptions • Protective protocols ensure safe workplace and limit risks Upstream Short term Medium term Long term Risk Transition risk¹: Regulatory risks and uncertainties, including new laws, fines, taxes, or restrictions on opera - tions, driving extra costs or potential changes to operations. The risk has potential to materialize in both a high and low emission scenario. • Monitor and adapt to climate regulations • Follow science-based targets to cut carbon footprint • Proactively implement carbon management strategies Own operation Short term Medium term Long term Bio - diversity and eco - systems Direct impact drivers on biodiversity loss Negative actual impact Deforestation, driven by agricultural expansion and land-use change leads to biodiversity loss. Sourcing from deforested areas can harm biodiver - sity and destabilise ecosystems due to changes in land use, freshwater and sea use change. • Source certified raw mate - rials and collaborating with suppliers and NGOs to ensure deforestation-free practices • Explore regenerative agricul - ture and alternative raw mate - rials with lower environmental impacts • T rain procurement teams in biodiversity- related risks • Conduct biodiversity and deforestation- risk assess - ments for key- ingredient sourcing regions, with safe - guards to avoid sourcing from protected areas or other high-risk landscapes Upstream Short term Medium term Long term Impacts on the state of species Negative actual impact Sourcing contributes to habitat loss, pesticide use, and deforestation, thereby affecting local species populations and biodiversity. • See mitigations for Direct impact drivers on biodiversity loss Upstream Short term Medium term Long term Impacts on the extent and condi - tion of eco- systems Negative actual impact Land use changes and agricultural practices lead to deforestation, soil degradation, or reduced ecosystem health and resilience. • See mitigations for Direct impact drivers on bio diversity loss Upstream Short term Medium term Long term Impacts and dependencies on ecosystem services Negative actual impact Sourcing can degrade ecosystem functions (e.g. pesticide use affecting pollinaators) but they also provide reliable crop yields, clean water, and healthy soils necessary for producing key ingredients. • See mitigations for Direct impact drivers on biodiversity loss Upstream Short term Medium term Long term 1) Examples of transition risks include changes in regulation and taxation, while physical risks can be both acute and chronic, such as extreme weather events and natural disasters. 76 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 77
Material topic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon Risk Financial risks related to dependency on ecosystem services, particularly those associated with the agricultural sector. These dependencies are cru - cial for the company’s operations and can impact its financial performance. • Strengthenf long-term supplier partnerships and certified sourc - ing schemes to promote resilient farming practices Upstream Short term Medium term Long term Resource use and circular economy Resource outflows, related to products Negative actual impact Plastic packaging impacts the envi - ronment by depleting resources, con - tributing to greenhouse gas emissions and plastic pollution, and generating waste that persists in ecosystems. • Reduce plastic and minimising packaging • Replace virgin fossil plastics by materials from renewable or recycled sources. Implementa - tion of advanced technologies for better resource efficiency Downstream Short term Medium term Long term S Own workforce Working Conditions Negative actual impact Workplace hazards such as machin - ery, slippery floors, chemical spills, and vehicle incidents can cause severe injuries, absenteeism, legal liabilities, reputational harm, and work-related stress. Exposure to chemicals, noise, and mental strain can also affect larger groups of employees over time, leading to chronic health issues, reduced well-being, and decreased productivity. These impacts occur across all production sites, combin - ing individual incidents with systemic effects on health and well-being. • Health and safety management system covering all Cloetta pro - duction sites and offices • Processes and training pro - grams to proactively manage and minimise risks and incidents • Continuous monitoring and strict adherence to safety protocols to prevent incidents and accidents Own operation Short term Medium term Long term Equal treatment and opportu - nities for all Negative actual impact Lack of equality and diversity in the workplace can limit perspectives, reduce collaboration, and create barriers to equal opportunities, poten - tially affecting overall team perfor - mance and employee well-being. This is considered a systemic issue, as the underrepresentation of women in management positions reflects a broader, ongoing challenge rather than isolated incidents. • Measures for competence development, equal pay, and non-discrimination • Introduction programs, platforms for development and learning, health-promoting activities, and regular employee surveys (Cloetta engagement survey) • Leadership trainings and other initiatives to promote equal opportunities Own operation Short term Medium term Long term Working Conditions Risk Productivity loss and brand impact due to injuries or illnesses can lead to a downtime in production or the overall efficiency on offices. If not adequately managed, incidents could harm the company’s reputation, affecting customer and investor trust. These risks are closely linked to Cloetta’s dependency on its own workforce, as the well-being and engagement of employees are essential for ensuring operational continuity and upholding the company’s reputation. • See mitigations for workplace hazards and health issues Own operation Short term Medium term Long term 77Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 78
Material topic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon Workers in the value chain Working Conditions Negative actual impact Working conditions and other work-related rights impacts including inadequate wages may arise in pro - curement of raw materials like cocoa and palm oil from high-risk regions. • Sourcing 100 per cent certified palm oil (RSPO) and cocoa (Rainforest Alliance) • Collaborating with industry ini - tiatives such as World Cocoa Foundation and our Kolo Nafaso Shea program Upstream Short term Medium term Long term Other work- related rights Negative actual impact Child and forced labour may occur in supply chains, particularly in agricul - ture and cocoa production, contribut - ing to human rights violations. Vulner - abilities tied to poverty and weak local institutions vary by market. • Enhancing supplier perfor - mance through our Sustainable Sourcing initiative Upstream Short term Medium term Long term Consumers and end- users Personal safety of consumers and/or end-users Negative actual impact High sugar content in products is linked to health issues like obesity and diabetes, which can affect consum - ers- particularly children and adults who regularly enjoy sweets. Some products also contain higher levels of fat, which may influence overall die - tary balance. Regular consumption of sugary products can impact dental health, by increasing the risk of cav - ities. These impacts are considered widespread and systemic, as they can affect a broad range of consumers across all markets where Cloetta’s products are sold, rather than being limited to isolated incidents or specific business relationships. • Provide information about product content and calories. • Develop lower-sugar and sugar- free product options • Promote dental health alongside confectionery offerings • Individuals under the age of 13 are not targeted by marketing efforts • Focusing on developing prod - ucts with functional ingredients that are beneficial for consumers Downstream Short term Medium term Long term G Business conduct Corruption and bribery Risks Corruption and bribery risks, primarily significant in regions with inadequate regulations enforcement. Risks can emerge at various stages of the value chain, leading to unethical practices, increased costs, strained supplier relations, and reputational harm. • Established processes for addressing potential corruption issues, including training, guide - lines, and policies • The Cloetta Code of Conduct outlines expectations for employees, while the Supplier Code of Conduct obligates sup - pliers to comply with ethical business practices Upstream Own operations Downstream Short term Medium term Long term 78 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 79
Material sustainability matters IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities Cloetta’s double materiality assessment evaluates both impacts on the environment and people, as well as the financial effects of sustainability-related risks and oppor - tunities on the business. The assessment has been conducted in accordance with the ESRS standards. The process reflects these requirements, incorporating a finan - cial assessment and a more thorough eval - uation of the value chain. The double materiality assessment is a central component of Cloetta’s sustain - ability strategy, guiding the identification and prioritisation of environmental, social, and governance issues that are most material for the business and stakehold - ers. This process enables the company to align sustainability efforts with core val - ues and business objectives, ensuring that focus is directed towards areas with the most impacts. The outcome of the double materiality assessment is integrated into Cloetta’s sustainability agenda, which reflects a commitment to provide high-quality products, supporting the well-being of people involved in the value chain, and minimising the environmental footprint. This is also reflected in the exter - nal reporting and serves as the basis for the content of the Sustainability statement. Cloetta conducted an annual review of the double materiality assessment in 2025, building on the previous assessment conducted in 2024. As part of the annual review the process and its outcome were reviewed and approved by the Board and Cloetta’s Group Management T eam, to ensure alignment with the com pany’s strategic priorities and sustainability commitments. Double materiality assessment methodology Background Material issues for Cloetta are those topics that represent significant environmental, social, and governance impacts, as well as risks and opportunities that shape stake - holder perceptions of the company’s per - formance and affect its capacity to create and sustain value. These issues become material when they are critical to the busi - ness strategy and the management of non-financial matters. Cloetta’s double materiality assessment considers impacts, risks and opportunities arising both from its own operations and from business relation - ships throughout the value chain. Process In collaboration with external consultants, Cloetta identified material sustainability topics by analysing internal and publicly available documents, interviewing internal experts and external stakeholders, and conducting workshops involving Group Management T eam. The assessment focused on specific activities, business relationships, and other factors that may pose an increased risk of adverse impacts. Activities in the upstream value chain were examined, including raw material sourcing and exposure to high-risk geographies, where human and labour rights, environ - mental impacts, and business ethics risks may be more prevalent due to the nature of the industry. The assessment was based on industry-wide value chain assessments, sector expertise, and internal insights gained through participation in various forums. An assessment of the connec - tions between impacts and the potential financial risks or opportunities these may generate was conducted by evaluating whether each specific impact leads to a financial risk or opportunity. This process ensured that all potentially relevant issues are covered and validated, ensuring a com - plete and accurate assessment of material sustainability issues across the business. Assessment of impact materiality and financial materiality Impact materiality is evaluated based on whether Cloetta’s impact on a material topic is positive and/or negative, as well as whether the impact is actual or potential. Negative impacts are assessed based on severity, which includes scale, scope, and irremediability, along with likelihood (for potential impacts). For potential negative human rights impacts, severity takes prece - dence over likelihood. Positive impacts are evaluated based on scale, scope, and likeli - hood. The reasoning and scoring (0–5) are based on stakeholder dialogue, primarily through in-depth interviews. Financial mate - riality is assessed by determining whether a topic presents a risk and/or an opportunity for Cloetta, as well as likelihood and poten - tial magnitude. Scoring (0–5) considers the magnitude of the financial effect and the like - lihood over the short, medium, and long term. In collaboration with the Group Manage - ment T eam, Cloetta’s sustainability team and external consultants established suita - ble thresholds to determine material topics. Any topics with a score above the threshold of 3 were deemed material and included in the reporting scope, while those below the thresholds were excluded. Conclusion Based on this assessment, Cloetta reports on the topical ESRS standards and related disclosure requirements presented in the index on page 136. These topics will be periodically reassessed in future reporting cycles as part of our annual materiality review process. We have not applied any sector- specific standards in this reporting period. 79Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 80
Process for double materiality The following steps were conducted: 1 Scope definition and key sustainability issues: The process started by defining the scope and objectives of the assessment, focusing on key parts of the value chain and relevant sustain - ability issues. Objectives were aligned with strategic goals and stakeholder expectations. Potential sustainability issues were identified and categorised through stakeholder engage - ment, industry research, regulatory require - ments, and past performance analysis. 2 Engage stakeholders: Through continuous stakeholder dialogues, including employees, consumers, business partners, non-govern - mental organisations (NGOs) and investors insights on their concerns and expectations where gathered. These interactions helped identify significant issues from both sustainability and financial perspectives. 3 Assess impact materiality: An evaluation on how operations affect the environment and society was conducted, by analysing the scale, scope, and potential irremediability of impacts and if the impact is actual or potential. For potential impacts likelihood is also assessed. 4 Assess financial materiality: Sustainability issues were analysed, in order to gain insight on how sustainability issues impact the company’s financial performance, evaluating potential risks and opportunities related to regulatory changes, market trends, operational disruptions, and financial costs or savings. The analysis also considered dependencies on access to natural and social resources. This assessment focused on how these factors could affect profitability, strategy, and long-term value. 5 Prioritise issues: Based on the assessments, the sustainability issues were prioritised by their significance, to determine the most critical areas. This prioritisation supported focus on efforts directed towards the most significant issues. 6 Develop and implement strategies: Strategies and action plans were formulated to address the prioritised issues, setting targets, devel - oping policies, and implementing initiatives to manage and mitigate risks while enhancing opportunities. 7 Monitor and follow up: The double material - ity assessment is updated annually to reflect changes in the business and stakeholder expec - tations. This continuous improvement ensures that the sustainability strategy stays relevant in addressing key impacts, risks and opportunities. Material topics are reviewed annually by internal experts, with a reassessment occurring every three years alongside updates to Cloetta ´ s long-term sustainability strategy. 80 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 81
Identifying and assessing climate-related impacts, risks, and opportunities Climate-related impacts, risks and oppor - tunities were identified and assessed across Cloetta’s value chain as part of the double materiality assessment. The pro - cess involved screening key activities and products to determine actual and potential climate impact, with a focus on raw mate - rials and energy use. Direct emissions from own operations (scope 1 and 2) and indirect emissions from the value chain (scope 3) were considered. The assess - ment covered the severity and likelihood of impacts, including the contribution to global GHG emissions. It further included actual and potential financial risks and opportu - nities related to climate change, such as supply chain disruptions, increased energy costs, regulatory changes, and the need for investments in sustainable practices. The assessment was informed through the identification of climate-related physical and transition risks and opportunities, as outlined below. Scenario analysis During 2025, Cloetta conducted a high- level scenario analysis to identify and assess climate-related impacts, risks, and opportunities across the value chain. The process was based on internal data, and covered both own operations as well as upstream and downstream activities. This includes the company’s largest raw mate - rial purchasing categories and external sources. The analysis consisted of two scenar - ios: a 1.5°C scenario (IPCC SSP1-1.9, NGFS Net Zero) and a 4°C scenario (IPCC SSP5- 8.5, NGFS “Hot house world”), both aligned with state-of-the-art science. Narratives and time horizons were chosen to high - light a spectrum of risks and uncertainties, ranging from ambitious mitigation efforts to business-as-usual. Key drivers consid - ered include policy and regulatory trends, macroeconomic and market developments, energy and technology shifts, and supply chain vulnerabilities. The analysis was high- level, based on broad regional and sectoral data, and did not include site-specific geo - spatial analysis. More detailed geographic assessment is planned for a future phase in 2026. At this stage, no critical climate-related assumptions from the scenario analysis have been incorporated into the financial statements. Cloetta’s GHG emissions are mapped and disclosed in the section E1-6 on page 92. Physical risks Climate-related hazards were identified, such as extreme weather, water scarcity and crop yield decline. Furthermore, the exposure and sensitivity of company assets and the supply chain to these haz - ards were assessed, with a focus on key agricultural inputs and high-level geogra - phies. This resulted in a gross list of physi - cal risks, which was screened for financial effects. Hazards were identified over short-, medium-, and long-term horizons, and high- level assets and activities were screened for exposure. Time horizons were defined as: short-term (0–3 years), medium- term (3–10 years), and long-term (>10 years), aligned with strategic planning and asset lifetimes. Exposure and sensitivity were assessed using likelihood, magnitude, and duration, based on available data for main sourcing regions. The identification and assessment were informed by a 1.5°C-aligned scenario (IPCC SSP1-1.9, NGFS Net Zero) and a high-emission scenarios (IPCC SSP5-8.5, NGFS “Hot house world”). T ransition risks and opportunities T ransition events were identified, such as regulatory changes, market shifts and technology requirements. Following this, exposure and sensitivity of the business to these events were assessed. Transition events were identified and screened over short-, medium-, and long-term horizons, with long-term covering more than 10 years and aligned with public policy goals. Expo - sure and sensitivity were assessed using likelihood and magnitude, focusing on reg - ulatory, market, and technology trends. The identification and assessment were informed by a 1.5°C-aligned scenario (IPCC SSP1-1.9, NGFS Net Zero) and a high- emission scenarios (IPCC SSP5-8.5, NGFS “Hot house world”). No assets or activities were identified as fundamentally incom - patible with a climate-neutral economy, but areas needing adaptation were noted. Findings in the scenario analysis are based on a high-level assessment that will be further developed during 2026. Identifying and assessing biodiversity and ecosystem related impacts, risks and opportunities Impacts, risks and opportunities related to biodiversity and ecosystems were identi - fied and assessed across Cloetta’s value chain as part of the double materiality assessment. Main biodiversity impacts arise upstream from sourcing key agricultural raw materials, especially cocoa, sugar beet, palm oil, and starch, from regions with high conservation value, where deforestation and monoculture farming threaten ecosystems and species. The assessment covered the severity and likelihood of impacts as well as the actual and potential financial risks and opportunities related to biodiversity and ecosystems. Further, the assessment covered the identification of biodiversity and ecosystem-related physical and transi - tion risks and opportunities. Impacts were assessed by focusing on high-volume raw materials and estimated hectares used, using scientific research, bio - diversity assessments and ENCORE, WWF reports and buyer input, with land occupa - tion from sourcing being far more material than Cloetta’s own footprint. Main impacts identified are land use change (deforest - ation and conversion of natural habitats), pollution from fertilizers and pesticides, and climate change effects, leading to habitat and species loss and disruption of ecosys - tem services. All EU-based production sites are managed under ISO 14001 and Cloetta’s Environmental Policy. The production sites have limited direct impact and are not located within or near any designated con - servation areas. However, the Ljungsbro site is situated next to a river, and its environmen - tal permit includes specific requirements for monitoring and measuring emissions to ensure protection of the local environment. Cloetta’s business depends on healthy ecosystems and services such as rainfall and soil fertility for stable ingredient supply. For example, cocoa yields are sensitive to weather and temperature. Disruptions to these ecosystem services can affect both supply and pricing. Cloetta faces transition risks from increasing regulation, such as the EU Deforestation Regulation (EUDR), as well as evolving expectations from 81Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 82
customers and stakeholders on respon - sible sourcing. Physical risks relate to the degradation of natural resources, including soil and water, which are essential for crop production. Climate change and extreme weather events can impact yields and sup - ply stability, especially for weather-sensi - tive crops like cocoa. Opportunities include increased demand for certified and sus - tainably produced ingredients, which has the potential to strengthen Cloetta’s market position. Biodiversity loss is recognised as a systemic risk for ecosystem stability and food security, and Cloetta is integrating bio - diversity into risk management and sourc - ing, focusing on high-impact commodities. Aspects of community engagement and biodiversity are addressed through certified sourcing practices. Partnerships with schemes such as RSPO for palm oil and Rainforest Alliance for cocoa include criteria related to the protection of ecosys - tems, responsible sourcing, and consid - eration of local communities and shared biological resources. For example, during a visit to Côte d’Ivoire together with one of its cocoa suppliers, Cloetta met with work - ers on cocoa plantations to better under - stand local conditions and risks. Cloetta also participates in industry initiatives and receives information on community risks through trade associations and collabora - tive projects. Smallholder farms in the supply chain are particularly vulnerable to climate change and market fluctuations. Cloetta identifies and assess negative impacts through field visits, supplier dialogue, and participation in industry initiatives. Actions taken include close collaboration with sup - pliers who control the full value chain, and sourcing only certified cocoa and palm oil. Identifying and assessing resource use and circular economy related impacts, risks and opportunities Impacts, risks and opportunities related to resource use and circular economy were identified and assessed across Cloetta’s value chain as part of the double materiality assessment. The material negative impact is from resource outflows, particularly packaging waste from single-use plastics. While packaging is necessary for product protection, reliance on fossil-fuel-based plastics contributes to greenhouse gas emissions and resource depletion. An addi - tional challenge regarding packaging is the lack of infrastructure to ensure it is recy - cled in practice. Financial risks were con - sidered and include increased resource and waste management costs, stricter regulations, and the need for investments in innovation and circular solutions. Oppor - tunities include increasing the use of recy - cled materials, improving recyclability and reducing climate impact through process improvements. The screening is based on internal data analysis, using both quantitative and qual - itative data from the ERP system and from external sources, such as packaging indus - try forums that are intended for both col - lectors and packaging producers. As part of the assessment, Cloetta has conducted consultations with internal stakeholders, but not with potentially affected communities. Identifying and assessing business conduct-related impacts, risks and opportunities Impacts, risks and opportunities related to biodiversity and ecosystems were identi - fied and assessed across Cloetta’s value chain as part of the double materiality assessment. The assessment considered several criteria. Location was evaluated by examining exposure to high-risk geog - raphies where business conduct risks are more pronounced. In terms of activities, the focus was placed on specific business operations, such as raw material sourcing, to identify material matters. Sector- specific impacts, risks and opportunities were eval - uated by drawing on industry-wide value chain assessments and sector expertise relevant to the food and confectionery industry. The structure of transactions, including payment terms and contractual arrangements with suppliers, was also considered, as these can influence busi - ness conduct risks and opportunities. Commentary on non-material topics Cloetta’s double materiality assessment includes an analysis of materiality for pollution, water and marine resources across its own operations as well as its upstream and downstream value chain. A broad range of sustainability matters was initially screened for relevance, with certain topics assessed as non-material for this reporting period. These topics were therefore excluded from the current reporting scope. The process, however, included a documented rationale for each excluded topic and will be reviewed reg - ularly. Cloetta continues to monitor these areas and updates its disclosures if their materiality status changes in future report - ing cycles. Pollution As part of the double materiality assess - ment, Cloetta screened its site locations and business activities to identify actual and potential pollution -related impacts, risks and opportunities, covering pollu - tion of air, water and soil, substances of concern and substances of very high con - cern, and microplastics. The assessment evaluated impact materiality based on severity and likelihood and was informed by internal and external expert input. As outcome of the assessment, no site loca - tions within Cloetta’s own operations were identified where pollution constitutes a material issue. Pollution -related impacts were identified primarily in upstream agri - cultural activities and were assessed as non material for Cloetta. In determining this outcome, Cloetta considered potential site locations and business activities associ - ated with pollution -related impacts, risks and opportunities. 82 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 83
Water and marine resources Cloetta screened its assets and activities across its own operations and value chain to identify actual and potential water and marine resources -related impacts, risks and opportunities, including water consumption, withdrawals and discharges, as part of the double materiality assessment. The assess - ment was informed by internal and external expert input. No direct consulta - tions with affected communities were con - ducted specifically in relation to water and marine resources. Marine resources were assessed by considering potential depend - encies on marine resource - related com - modities, no such dependencies or related impacts were identified, and related pres - sure indicators addressed in other ESRS standards were therefore not considered material. As outcome of the assessment, no material water or marine resources -related impacts, risks or opportunities were iden - tified. In determining this outcome, Cloetta considered potential geographical areas, commodities and business segments asso - ciated with water and marine resources impacts, risks and opportunities. IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement The disclosure requirements outlined in European standards for sustainability reporting and the material sustainability matters that have formed the basis for the preparation of the sustainability statement are provided in an index. The index further refers to the information requirements derived from other EU legislation. The index is pre - sented in an appendix on pages 136–140. 83Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 84
E1 Climate change Cloetta is committed to reduce its environmental footprint and advance understanding of the climate impacts resulting from its operations and value chain. Reducing reliance on fossil fuels is crucial for business resilience and the planet. T o achieve this, Cloetta continuously refines the data collection processes and collaborates closely with value chain partners. Approach and strategy SBM-3 Strategy and business model As Northern Europes leading confec - tionery company, Cloetta recognises the important role it plays in addressing cli - mate change and is committed to reduc - ing its environmental impact. The products rely on raw materials sourced globally, and their production and consumption come with significant responsibilities. This drives the integration of climate action into every aspect of operations, from sourcing raw materials to packaging. In 2020, ambitious science-based targets were set to reduce Cloetta’s greenhouse gas emissions by 46 per cent by 2030, using 2019 as the base - line year. These targets are approved by the Science Based T argets initiative (SBTi) and reflect Cloetta’s commitment to global climate goals. As of 2025, Cloetta has not yet con - ducted a formal resilience analysis of the strategy and business model in relation to climate change. Climate Action Program Cloetta is committed to proactive climate governance, which is integrated into the sustainability and business strategy. This commitment is reflected through its Climate Action initiative. The company also estab - lished a Climate Action Program to effec - tively manage its climate initiatives and reduce greenhouse gas emissions across all scopes. The initiative is comprehen - sive, consisting of several interconnected workstreams that bring together diverse departments. Cloetta’s strategy empha - sises collaboration, allowing teams to share best practices and innovative solutions that drive progress. Furthermore, the com - pany actively seeks insights from industry leaders and sustainability experts to incor - porate varied perspectives and enhance the strategies. Through this collaborative framework, Cloetta not only aims to meet its emission reduction targets but also strives to inspire a broader commitment to sustaina bility throughout its operations. Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon E Climate change Climate change mitigation Negative actual impact Greenhouse gas emissions from energy use, large-scale agriculture, and high-impact ingredients such as gelatine, as well as deforestation linked to crops like cocoa and palm oil, contribute to global warming, sea level rise, and deteriorating air quality. • Reducing emissions across the value chain in alignment with science-based targets • Incorporating climate mitigation strategies into sourcing prac - tices, such as reducing emis - sions from animal-based prod - ucts through vegan options • Ensuring sustainable and deforestation-free practices by using certified raw materials like cocoa and palm oil Upstream Own operations Downstream Short term Medium term Long term Negative actual impact Energy use derived from fos - sil-based fuels, results in green - house gas emissions, which con - tribute to climate change. • Shift to renewable energy (wind, solar, hydro) • Energy efficiency improvements with upgrades and optimisation Own operations Short term Medium term Long term 84 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 85
Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon Risk Transition risk¹: Increased costs may arise due to investments in climate mitigation measures, such as sustainable sourcing as well as increased prices of raw materials. The risk has potential to materialise in a high emission scenario. • Collaborate with suppliers and peers for shared costs and innovation Upstream Own operations Downstream Short term Medium term Long term Risk Physical risk¹: Production and supply chain disruptions, includ - ing energy shortages, raw material scarcities, or extreme weather, could stop operations, delay deliv - eries, decrease quality and availa - bility and increase prices as well as harm the company’s performance and reputation. The risk has poten - tial to materialise in a high emission scenario. • Monitor sourcing and delivery processes for disruptions • Protective protocols ensure safe workplace and limit risks Upstream Short term Medium term Long term Risk Transition risk¹: Regulatory risks and uncertainties, including new laws, fines, taxes, or restrictions on operations, driving extra costs or potential changes to operations. The risk has potential to material - ise in both a high and low emission scenario. • Monitor and adapt to climate regulations • Follow science-based targets to cut carbon footprint. • Proactively implement carbon management strategies Own operations Short term Medium term Long term 1) Examples of transition risks include changes in regulation and taxation, while physical risks can be both acute and chronic, such as extreme weather events and natural disasters. E1-1 Transition plan Climate strategy and transition plan Cloetta’s climate strategy and transition plan aims to address the urgent need for climate action by integrating sustainability into all aspect of operations, including implement - ing key initiatives with the aim to reduce greenhouse gas emissions. The company aligns its efforts with global standards and methods are based on scientific evidence to ensure that the climate work is credible and impactful. As a result, Cloetta contin - ues to be innovative and to find new ways to lower its products’ environmental footprint. This approach ensures not only reducing emissions but also building resilience for the future. As the company’s climate journey pro - gresses, continued collaboration with sup - pliers to expand the plant-based product portfolio increases the range of vegan alter - natives available to consumers. The aim is to transition to packaging from renewa - ble sources or recycled materials as well as renewable energy sources, all while committing to substantial reductions in greenhouse gas emissions, verified by the Science Based T argets initiative. Cloetta Climate Journey defines the overarching targets and milestones towards the science- based target of 46 per cent green - house gas emissions reduction by 2030. Cloetta has not established a climate neu - trality target for 2050 but internal discus - sions are ongoing to define the company’s future ambitions. T o support Cloetta’s climate journey, an overall climate transition plan that is designed to align with the Paris Agreement and the 1.5-degree target has been estab - lished. The transition plan covers scope 1, 2, and relevant scope 3 emissions across the value chain. It includes both local and central initiatives that support the climate journey in the short and long term. These initiatives involve operational efficiency improvements to reduce energy consump - tion, transitioning to renewable energy sources as well as collaborating with sup - pliers to lower emissions in raw material sourcing, packaging, and transportation. The main initiatives in the transition plan focus on shifting to renewable energy for the company’s own sites, with an empha - sis on reducing the use of natural gas and liquefied petroleum gas (LPG). By shifting production processes to renewable elec - tricity, the plan aims to reduce dependence on fossil fuels in scopes 1 and 2. Emissions occurring from the supply chain is a sub - central part of the scope 3, primarily due to the agriculture farming methods and its impact on land use carbon emissions. Products and packaging also have a sub - stantial impact on the climate footprint. All outlined initiatives are essential to achieving Cloetta’s climate objectives. The climate transition plan is approved by the Group Management T eam and the Board of Directors and is embedded in the overall business strategy through the com - pany-wide Climate Action Program. The transition plan is incorporated into financial planning by integrating climate-related ini - tiatives and associated costs are included in the company’s overall financial assess - ments. Progress towards the target is monitored monthly, with updates reported transparently to ensure accountability and alignment with international climate com - mitments. Investment and fundings supporting the implementation of the transition plan Cloetta’s climate transition plan is sup - ported by targeted capital investments (Capex) and operational expenditures 85Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 86
(Opex) aimed at reducing greenhouse gas emissions throughout the value chain. In 2025, Cloetta worked to strengthen its approach by integrating climate consider - ations into business decisions and invest - ment cases for future climate initiatives. This ensures that the climate impact of every investment and operational activity is evaluated as key part of the company’s business case process. In February 2025, Cloetta decided not to proceed with the planned green - field investment in the Netherlands, due to increased risks related to energy supply and ongoing permitting challenges. Instead, the focus is on optimising the company’s existing manufacturing and contract man - ufacturing network and re-evaluating the next steps in the climate transition plan. There have not been any significant invest - ments or operational costs related to climate change mitigation during the reporting year. Following the decision not to proceed with the greenfield investment, the next steps for climate transition plan investments and costs are currently being reconsidered. While there were no major new invest - ments in machinery or large-scale climate projects in 2025, Cloetta continues to advance the company’s climate agenda through ongoing and planned initiatives. These include energy transition projects, product reformulation, improved transport solutions, and supplier engagement. These actions are expected to deliver significant savings in greenhouse gas emissions over the coming years. For more information on climate change mitigation actions, see the section E1-3 Actions. Cloetta’s EU taxonomy reporting dis - close investments and costs related to taxonomy-eligible activities. For more infor - mation, see the EU taxonomy report on pages 96–101. Locked-in GHG emissions from key assets and products Locked-in greenhouse gas (GHG) emis - sions refer to future emissions that are chal - lenging to mitigate due to existing assets, technologies, or product choices. These are also considered greenhouse gas and energy-intensive assets and products. For Cloetta, potential sources include: • Factory equipment: Some production processes may still rely on fossil fuels or less efficient technology, which could lock in emissions until upgrades or replace - ments are made. • Cooling systems: While some systems use ammonia (a low-emission refrigerant), others still rely on high-GWP refrigerants where alternatives are not yet available. • Buildings: Older production sites and offices may lock in higher energy use and emissions if not renovated for energy efficiency or renewable energy. • Packaging: Continued use of conven - tional plastics could result in locked-in emissions if the shift to renewable or recy - cled materials is delayed. • Products: Chocolate and cocoa-based products have higher inherent emissions due to raw material sourcing and process - ing. Gelatine and polyols (sugar alcohols) are also ingredients known to significantly contribute to increased emissions. Cloetta continuously works with recipe reformulation and supplier engagement to mitigate the impact. • Supplier practices: Upstream emissions may remain locked in if key suppliers are slow to decarbonize or if alternatives are not widely available. While these factors may pose transition risks, Cloetta addresses them through reg - ular upgrades, supplier engagement, and monitoring of new technologies. Some emissions may persist until suitable alter - natives are fully implemented, but Cloetta’s flexible approach supports ongoing pro - gress toward its GHG reduction targets. As of 31 December 2025, Cloetta is not excluded from the Paris-aligned Bench - marks (reference indices aligned with the Paris Agreement climate goals). Increase Decrease Tot a l Source: CEMAsys Climate transition plan tCO₂e savings (location-based) by 2030 2019 Baseline T otal savings 19–25 Renewable energy Waste Transports & Travel Product & Packaging Gap 2030 target 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 315,168 –24,965 170,191 –2,601 –6,810 –85,377 –21,423 –3,801 86 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 87
Climate journey 1 A good start • 100 per cent renewable electricity • 100 per cent RSPO certi - fied segregated palm oil • 100 per cent Rain Forest Alliance certified cocoa • 20 per cent packaging from renewable sources or recycled materials • 8.5 per cent reduction of CO₂e coming from total waste • Sign up for Science Based T argets – 46 per cent CO₂e emission 2 Accelerate our journey • Engage all key suppliers to set their own emission reduction targets by 2025 • Increase plant-based (vegan) confectionery portfolio with 100 per cent by 2025 vs 2019 • 100 per cent recyclable packaging by 2025 • 50 per cent of transpor - tation to renewable fuel by 2025 • All new company cars will be 100 per cent electric by 2025 • Zero emissions from total waste by 2030 3 Scaling up • Support key suppliers to increase share of regenerative agriculture methods by 2030 • Increase plant-based (vegan) confectionery portfolio with 100 per cent by 2030 vs 2025 • 100 per cent packaging from renewable sources or recycled materials by 2030 • 75 per cent of transpor - tation to renewable fuel by 2030 • 75 per cent renewable energy sources by 2030 4 Delivering our promise Reaching the targets approved by Science Based T argets initiative 46% CO₂ reduction by 2030 CO₂ 2019 2023 2025 2030 Impact, risk and opportunity management E1-2 Policies Cloetta’s environmental policy forms a core part of its sustainability agenda, emphasis - ing a commitment to reducing the environ - mental impact throughout the value chain. A climate policy is also currently under development. The policy outlines commit - ments and objectives related to climate change mitigation and adaptation, energy efficiency, renewable energy, and other relevant climate-related areas. It defines key principles and goals, including reduc - ing greenhouse gas emissions, improving resource efficiency, and supporting the transition to a low-carbon economy. The policy will also address Cloetta’s transition and physical climate-related risks. Adoption is expected in 2026. The President and CEO and the Group Management T eam at Cloetta hold ultimate responsibility for ensuring the implemen - tation of and compliance with all company policies. The environmental policy is publicly available on Cloetta’s website cloetta.com. Environmental policy The environmental policy covers all stages of the supply chain, from sourcing raw materials to recycling packaging. It includes resource efficiency, climate action, and circular economy principles, with a focus on reducing carbon emissions, energy and water use, and minimising waste. It addresses climate change mitigation, energy efficiency, and the promotion of renewable energy. Cloetta also priori - tises reducing hazardous substances, enhancing biodiversity through regenera - tive agriculture, and increasing the use of renewable and recycled materials in prod - uct packaging. While the policy is primarily focused on climate change mitigation, the efforts to enhance biodiversity and collab - orate with suppliers on regenerative agri - culture also contribute to the supply chain resilience, supporting adaptation to chang - ing climate conditions. The policy relates to the material impacts and risks related to climate change mitigation. Cloetta is committed to con - tinue its alignment with the Science Based T argets initiative as part of its actions to improve carbon emissions and ensures the sourcing of 100 per cent RSPO certi - fied segregated palm oil and 100 per cent Rainforest Alliance certified cocoa in align - ment with recognized third-party stand - ards. Continuous improvement is built into 87Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 88
the approach, with clear objectives and regular reviews. This ongoing improve - ment process is guided by the company’s environmental management system, which ensures compliance with regulations and stakeholder expectations. Cloetta strives for open communication with internal and external stakeholders and reports regularly on its performance. In setting the environmental policy, Cloetta considers the interests of key stakeholders by collaborating with suppli - ers to promote regenerative agriculture, communicating openly with both internal and external stakeholders, and regularly reporting on environmental performance to maintain trust and meet the high expecta - tions of customers and consumers. E1-3 Actions Within the Climate action initiative, the aim is to improve environmental performance both in operations and across the supply chain. This includes assessing emissions from the company’s own operations as well as working closely with suppliers to drive emission reduction. In production, investments are made in energy-efficient technologies, with the goal of a full transi - tion to renewable energy. As a food com - pany, approximately 90 per cent of the total carbon footprint comes from scope 3 emissions related to raw materials, pack - aging, transportation, and purchased services. This calls for collective action, as well as innovative ideas and collabora - tions beyond operations. Consequently, Cloetta is actively working to reduce emis - sions from high-impact raw materials, particularly by focusing on more respon - sible sourcing practices and expanding plant-based product offerings. Increasing the port folio of plant-based products not only meets growing consumer demand for vegan options but also reduces reliance on animal- derived ingredients, which generally have a higher environmental footprint. The aim of this plant-based shift is to contribute to lower greenhouse gas emissions, in line with broader sustainability goals and science- based targets. T o mitigate potential negative impacts within the value chain, proactive collab - oration with suppliers is conducted, with carbon emissions as a central aspect of supplier relationship management. Efforts are particularly focused on key suppliers, selected based on procurement volume, spending, product category, and geo - graphic or social risk. By collecting data related to carbon emissions from key sup - pliers, Cloetta gains a better understanding of their progress and assess their impact on the company’s carbon footprint. The aim is to continue to strengthen collaboration with suppliers to collectively progress towards the company ´ s climate targets. The table below presents main actions conduct during 2025, ongoing actions and actions planned for the future. All activities support Cloettas science-based target of 46 per cent greenhouse gas reduction by 2030. Actions are focused on mitigating actual and potential impacts and risks, and are not aimed at providing remedy. Key action 2025 Objective and expected outcome Scope Timeframe Progress emission reduction Several activities were carried out during 2025 to reduce energy con - sumption: Reduction of compressed air leakages; Improved energy data monitoring; Installation of roof insulation; Replacement of air filters; Transition to LED lighting; Replacement of equipment with more energy-efficient alternatives. • Significant CO₂ savings over the coming years • Efforts form part of a broader strategy to enhance energy perfor - mance across operations • Production sites and offices in Northern Europe 2027–2030 Decrease of total emissions. Progress monitored monthly. Approximately 42 per cent reduction of total emissions since 2019. Initiated investigation on transition - ing production facilities to renewable energy sources, such as convert nat - ural gas and LPG to biogas or other renewable alternatives. Initiated an investigation into potential investments in energy-efficient tech - nologies within production. • 75 per cent renewable energy sources by 2030 • Planned investments are considered key future actions in Cloetta’s sus - tainability roadmap • Efforts form part of a broader strategy to enhance energy perfor - mance across operations • Production sites and offices in Northern Europe 2027–2030 Decrease of total emissions. Progress monitored monthly. Approximately 42 per cent reduction of total emissions since 2019. Reducing residual and physical waste and waste to landfill (e.g. by opera - tional efficiency - and LEAN program, six sigma projects), converting waste streams for waste reduction. • Zero emissions from total waste by 2030 • Production sites and offices in Northern Europe 2030 The emission reduction between 2024 to 2025 has specifically been a result from reduction of waste to landfill. Progress monitored monthly. Approximately 29 per cent reduction of total emissions since 2019. 88 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 89
Key action 2025 Objective and expected outcome Scope Timeframe Progress emission reduction Increasing the use of renewable fuels (e.g. HVO) in key freight lanes, opti - mizing distribution with electric trucks, shifting to more sustainable transport solutions (rail, higher payload trucks). • 75 per cent of transpor - tation will transition to renewable fuel by 2030 • Fleet of leased and owned cars, employee commuting and domes - tic travel within Northern Europe 2030 Decrease of total emissions (Business travel, Employee commuting and Upstream leased assets). Progress monitored monthly. Approxi - mately 23 per cent reduction of total emissions since 2019. Expanding the plant-based (vegan) product portfolio and reformulating recipes to reduce or replace animal- based ingredients. • 100 per cent plant-based (vegan) confectionery portfolio increase by 2030 compared to base year 2025 • Cloetta products in main Northern European mar - kets 2030 Decrease of total emissions. Progress monitored monthly. Approximately 6 per cent reduction of total emissions since 2019. Investing in more sustainable packag - ing solutions, including the use of mate - rials from renewable sources or recy - cled materials. • 100 per cent packaging from renewable sources or recycled materials by 2030 • Product packaging in main Northern European markets 2030 Emission calculations are being revised in order to measure outcome accurately. Collaborating with suppliers to improve the accuracy of CO₂ data and drive emission reductions throughout the supply chain. • Support key suppliers to increase share of regener - ative agriculture methods by 2030 • Key global suppliers rep - resenting the largest vol - umes 2030 Progress monitored monthly. 42 per cent of current key suppliers (80 per cent of pur - chased goods) have com - mited to SBTi. Approximately 14 per cent reduction of total emissions from ingredients since 2021. Improvement of data processes inven - tory in material scope 3 categories. • Improved data quality in GHG reporting and enhanced accounting prin - ciples. In order to for exam - ple include FLAG in future reporting • All material scopes in value chain Ongoing Developed accounting prin - ciples with further details to provide accuracy and trans - prency in GHG reporting. Cloetta has a company-wide Climate Action Program, where line managers are assigned responsibilities per decarboniza - tion lever. T o evaluate investments, capital expenditures and operational expenditures are assessed as part of the business case process. Investments related to the climate action program are decided on a regular basis. Cloetta continuously evaluates alter - native options and allocation of resources for future climate initiatives. Internal capacity is identified as a depend - ency, as progress depends on available personnel and expertise. T o address this, dedicated resources for climate data in pack - aging has been increased and are consid - ering similar roles in product innovation. As climate considerations become integrated into all projects, the need for additional expertise and resources is expected to grow. No significant investments or oper - ational costs related to climate change mitigation were made during the reporting period. Following the decision not to proceed with the greenfield investment in the Netherlands, the next steps for climate transition plan investments and costs are under reconsideration. Currently there is 0 per cent taxonomy- eligible activities in core business for Cloetta. For Capex and Opex in eligible activities, see T axonomy reporting chapter on page 96. 89Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 90
Targets and metrics E1-4 Targets related to climate change mitigation Greenhouse gas emissions 46 per cent absolute greenhouse gas emissions reduction by 2030 compared to 2019 base year emissions GHG emissions distribution by scope¹ %, tCO₂e 5% 4% 91% Scope 1 Scope 2 Scope 3 16,443 tCO₂e 12,680 tCO₂e 282,244 tCO₂e Total 311,367 tCO₂e 1) tCO₂e (metric tons of carbion dioxide equivalent) represents location-based emissions from all greenhouse gases. Source: CEMAsys GHG emissions tCO₂e (scope 1, 2, 3) 350,000 300,000 250,000 200,000 150,000 100,000 50,000 00 50000 100000 150000 200000 250000 300000 350000 Scope 3 Scope 2 Scope 1 20252024202320222019 base year T arget 2030 Scope 1 Scope 2 Scope 3 Source: CEMAsys Performance Greenhouse gas emissions Progress towards the 2030 target of a 46 per cent reduction in absolute GHG emissions remains limited, with a total decrease of 1 per cent since the 2019 base year. T o align with the long term ambi - tion, accelerated action – particularly within scope 3 emissions from purchased goods and services, which account for around 80 per cent of Cloettas absolute scope 1,2 and 3 GHG emissions and approxi - mately 90 per cent of absolute scope 3 emissions, will be essential. Energy Scope 1 and 2 emissions from production sites and offices have decreased by approximately 15 per cent since 2019, driven by effi - ciency improvements resulting in a 5 per cent reduction in energy consumption, including lower electricity and district heating use. Continued focus on energy efficiency and targeted reductions in high- impact scope 3 categories will be critical to achieving the 2030 target. About the target Cloetta has set a combined greenhouse gas emission reduction target to reduce absolute emissions by 46 per cent by 2030, compared to the 2019 base year, in line with the Paris Agreement and the 1.5-degree target. The target is aligned with the sec - toral pathway for Food and Beverage Processing and has been externally veri - fied and approved by the Science Based T argets initiative (SBTi). The target covers all scope 1, scope 2, and relevant scope 3 emissions across Cloetta’s value chain, including production facilities, office operations, and retail activ - ities. It encompasses upstream activities such as ingredients, purchased confec - tionery, transportation and well-to-tank (WTT) emissions for fuels and energy, as well as downstream activities like waste management and end-of-life treatment of products. The target applies to all geogra - phies where Cloetta operates, including Sweden, Slovakia, the Netherlands, Ireland, Belgium, Germany, Italy, Norway, Denmark, Finland, and the UK. The 46 per cent reduc - tion target applies equally to each of these scopes, and scope 2 emissions are deter - mined using the location-based calculation method. All seven greenhouse gases cov - ered by the Greenhouse Gas Protocol are included: carbon dioxide (CO₂), methane (CH₄), nitrous oxide (N₂O), hydrofluoro - carbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF₆), and nitrogen trifluoride (NF₃). The consistency of the target with Cloetta’s greenhouse gas inventory bound - aries are ensured by applying the same organizational and operational bounda - ries for both inventory and reduction tar - gets, as described in the greenhouse gas accounting methodology. The target is a gross reduction target, meaning it does not include removals of emissions, carbon credits, or avoided emissions. Cloetta selected 2019 as the baseline year for its GHG reduction target because it reflects a typical year of operations, with - out significant anomalies or disruptions. No normalization or 3-year averaging was deemed necessary, as 2019 is considered representative of the company’s activities and external influences. Progress towards the target is meas - ured in absolute terms (tonnes CO₂e), intensity (CO₂e per produced tonne), and as a percentage reduction. Additional climate-related targets are tracked using relevant units, such as the percentage of plant-based (vegan) products in the assort - ment, the share of renewable energy, and the amount of packaging CO₂e reduced. The main data sources for Cloetta’s GHG targets include external system data, sup - plier data, and primary data such as raw material volumes (kg), electricity consump - tion (kWh), and gas usage (m³). Where direct data is not available, estimates are used – for example, for office waste, third-party produced confectionery, and employee commuting. Emission factors are sourced from recognized databases and life cycle analyses. Significant assumptions include the continued decarbonisation of energy 90 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 91
supply, improvements in energy efficiency, and successful supplier engagement. Progress is monitored monthly using internal systems and tracked through key performance indicators (KPIs) at both the production site and at group level. Quarterly reviews are conducted within the Climate Action Program, and results are reported in a climate dashboard. Performance is eval - uated against planned milestones, any sig - nificant trends or deviations are analysed to ensure alignment with the target trajec - tory. T argets and progress are reviewed regularly and updated as needed to reflect new data, methodologies, or changes in the business environment. Cloetta’s strategy to achieve its climate target involves adopting modern technol - ogies and innovative solutions across the operations and value chain. Investments are being made in energy-efficient technol - ogies, transitioning to renewable energy, developing more sustainable packaging, and reformulating products to lower emis - sions. Collaboration with suppliers and local partners further supports resource efficiency and circularity, for example by converting production by-products into renewable biogas or repurposing physical waste as animal feed. The integration of these measures is expected to play a key role in meeting the greenhouse gas emis - sion reduction target. For more information on the specific climate change mitigation actions, decarbonisation levers, and their estimated quantitative contributions to Cloetta’s target, please refer to the water - fall chart illustrating the transition plan, the emission chart in the Performance section, and the Action section. Cloetta is currently working to improve data collection methods, particularly in rela - tion to FLAG targets and supplier data. As data quality and methodologies improve, this may affect the comparability of reported emissions and progress over time. Any significant changes in targets, metrics, or methodologies will be transparently dis - closed, including the rationale and potential impact on comparability. T o date, Cloetta has not yet considered range of climate scenarios in determin - ing the decarbonisation levers for its GHG reduction target. Metrics E1-5 Energy consumption and mix Energy consumption and mix 2025¹ 2024² (2) Fuel consumption from crude oil and petroleum products (MWh) 5,786 6,700 (3) Fuel consumption from natural gas (MWh) 66,851 83,282 (5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh) 27,604 13,549 (6) Total fossil energy consumption (MWh) (calculated as the sum of lines 2, 3 and 5) 100,241 103,531 Share of fossil sources in total energy consumption (%) 55 55 (7) Consumption from nuclear sources (MWh) 7 3 Share of consumption from nuclear sources in total energy consumption (%) 0 0 (9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 83,233 86,010 (11) Total renewable energy consumption (MWh) (calculated as the sum of line 9) 83,233 86,010 Share of renewable sources in total energy consumption (%) 45 45 Total energy consumption (MWh) (calculated as the sum of lines 6, 7 and 11) 183,481 189,544 Source: CEMAsys 1) In order to better align Cloetta’s sustainability reporting with CSRD in 2025 compared to 2024, the energy consumption from nuclear sources was included (line 7) and the renewable share of purchased district heating was included alongside the renewable share of purchased electricity (line 9) in the E1-5 table. This gives a more accurate presentation of Cloetta’s carbon footprint and energy consumption in 2025, as these two sources of energy consumption were earlier assumed to be from fossil sources, which was a very conservative assumption. 2) Historical data have been revised due to updates in calculation methodologies and data sources. Energy intensity per net sales 2025 2024 % 2025 / 2024 Total energy consumption from activities in high climate impact sectors per net sales from activities in high climate impact sectors (MWh/SEKm)² 21.5 22.0 -2 Source: CEMAsys 1) Based on the company’s net sales (SEKm). 2) The calculation of energy intensity is based on Cloetta’s total energy consumption in MWh from activities in high climate impact sectors divided by net sales (SEKm). The high climate impact sectors are manufacture of cocoa, chocolate and sugar confectionary. Net sales is reconciled with relevant items in the financial statements, which are disclosed in Note 2 on page 1 5 7. Accounting principles Energy consumption and mix Energy consumption data is collected from all production facilities and offices. This includes direct energy consumption (scope 1) from on-site fuel use and indi - rect energy consumption (scope 2) from purchased electricity, steam, district heat - ing and small usage of heat heavy fuel oil. Energy data is collected monthly and reported at the site level and group level. For acquisitions, divestments, or other sig - nificant operational changes, the data col - lection methods are reassessed to ensure consistent and comparable reporting. Energy mix data is documented based on the sources of energy consumed, includ - ing fossil fuels, electricity, and renewable energy. Energy sources are categorised by type (natural gas, heat fuel, district heat - ing, etc.) and reported the percentage of total energy consumption derived from each source. 91Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 92
E1-6 Greenhouse gas emissions Gross scopes 1, 2, 3 and total GHG emissions (tCO 2e) Retrospective Milestones and target years Base year 2025 2024 %, 2025/ 2024 2025¹ 2030 Annual % target/ Base year² Scope 1 GHG emissions³ Gross scope 1 GHG emissions 14,306 16,443 19,304 -15 17,374 7,725 4 Scope 2 GHG emissions⁴ Gross location-based scope 2 GHG emissions 19,909 12,680 11,676 9 11,522 10,751 4 Gross market-based scope 2 GHG emissions 15,026 5,682 2,930 94 N/A N/A N/A Scope 3 GHG emissions Total gross scope 3 GHG emissions 280,953 282,244 274,192 3 253,775 151,715 4 1 Purchased goods and services 246,033 251,528 241,514 4 N/A N/A N/A 3 Fuel and energy-related activities (not included in scope 1 or scope 2)⁵ 4,834 5,569 5,975 -7 N/A N/A N/A 4 Upstream transportation and distribution 15,299 13,008 14,425 -10 N/A N/A N/A 5 Waste generation⁶ 1,286 1,003 1,211 -17 N/A N/A N/A 6 Business travelling 2,266 1,522 1,306 17 N/A N/A N/A 7 Employee commuting 3,934 3,774 3,628 4 N/A N/A N/A 8 Upstream leased assets 1,792 897 1,142 -21 N/A N/A N/A 9 Downstream transportation 1,773 2,116 1,878 13 N/A N/A N/A 12 End-of-life treatment of sold products 3,736 2,827 3,113 -9 N/A N/A N/A Total GHG emissions ⁷ Total GHG emissions (location-based) 315,168 311,367 305,172 2 282,671 170,191 4 Total GHG emissions (market- based) 310,285 304,369 296,426 3 N/A N/A N/A Source: CEMAsys 1) Linear projection of the targets for 2025-2029 to achieve a 46 per cent reduction by 2030. 2) The calculation determines the average annual percentage reduction in emissions needed to achieve a 46 % reduction from the base year 2019 to 2030. This is calculated by dividing the emissions in the target year by the emissions in the base year, then dividing by the number of years from 2019 to 2030. 3) The percentage from regulated trading schemes in scope 1 is 0 per cent. 4) Scope 2 emissions account for indirect GHG emissions from purchased energy (electricity, district heating and heat heavy fuel oil) produced off-site, and therefore avoids double count - ing in relation to scope 1 and 3. 5) Figures for 2024 have been adjusted compared to previously published data due to corrections in input data. 6) Waste adjusted compared to published figures 2024 due to EF change for third-party water. 7) Figures for 2024 have been adjusted compared to previously published data due to corrections in scope 3 categories: Fuel- and energy-related activities and Waste generation. Biogenic emissions of CO₂ from combustion of biodegradation of biomass excluded from Scope 2 and 3 GHG emissions¹ ( tCO₂eq) 2025 2024 % 2025 / 2024 Scope 2 biogenic carbon emissions 5,029 4,785 5 Scope 3 biogenic carbon emissions 67 103 -35 Total biogenic carbon emissions 5,096 4,888 4 Source: CEMAsys 1) In order to better align Cloetta’s sustainability reporting with CSRD in 2025 compared to 2024, biogenic emissions in Scope 2 are reported separately from other Scope 2 emissions. Biogenic emissions from electricity and district heating usage arise from burning biomass for electricity and district heating generation. GHG intensity per net sales¹ 2025 2024 % 2025 / 2024 Total GHG emissions (location-based) per net sales (tCO₂e/SEKm) 36.5 35.4 3 Total GHG emissions (market-based) per net sales (tCO₂e/SEKm) 35.7 34.4 4 Source: CEMAsys 1) The calculation of greenhouse gas intensity is based on Cloetta’s total emissions in tonnes of CO₂ equivalents divided by net sales (SEKm). Net sales is reconciled with relevant items in the financial statements, which are disclosed in Note 2 on page 1 5 7. Accounting principles Climate data and emissions reporting T o improve the reliability of reported data, Cloetta employs internationally recognised methodologies and frameworks, including the Greenhouse Gas Protocol (GHG Pro - tocol). Climate data is collected monthly, with emissions data consolidated at site level and group level. In accordance with the GHG Protocol, an operational control approach for scope 1, 2 and 3 emissions are applied. Any material changes—such as acquisitions, divestitures, or significant changes in calculation or disclosure prin - ciples - trigger a review of the base year and may result in a restatement of historical emissions data. The climate data is consolidated in accordance with the same principles applied in the preparation of the financial statements, encompassing the parent com - pany, Cloetta AB (publ), and its controlled subsidiaries. Acquired entities are included from the date on which control is obtained. In this respect, the consolidation principles set out in ESRS take precedence over the GHG Protocol. 92 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 93
Monthly climate data is summarized in the CEMAsys software system no later than the second T uesday of each month. Reporting follows the four-eye principle: two people verify the data before submission, one of whom is the responsible consultant at CEMAsys. Third party audits are performed by external consultants for all climate data during quarter four. Emission factors and methodology For emission calculations, Cloetta utilises up-to-date emission factors provided by its sustainability data software provider. These factors are sourced from reputable entities, including DEFRA, IEA, EcoInvent, IMO, IPCC, AIB, and WBCSD/WRI, and are based on life cycle analysis (LCA) using a cradle-to-gate approach. Calculations are performed in Cloetta’s greenhouse gas emissions reporting system. The reporting system considers the following greenhouse gases, all converted into CO₂- equivalents: CO₂, CH4 (methane), N₂O (nitrous oxide) and HFCs. The total reported GHG emis - sions are expressed in metric tons of CO₂ equivalent (tCO₂e). For all emission scopes, location-based and market-based approach for calculating GHG emissions is applied, using activity data from the most recent annual accounts. Cloetta calculates location-based emissions based on data on electricity production in the areas where Cloetta has production sites and offices, taking into account the energy mix, includ - ing fossil fuels. Emission factors are typically sourced from national data published by the IEA, while district heating and cooling are based on local or national averages. Market- based emissions are calculated based on Cloetta’s procurement agreements. When purchasing Guarantees of Origin (GoOs) or Renewable Energy Certificates (RECs), the electricity is assumed to have zero emissions. Without these certificates, the residual mix is used, which has a higher emission factor. Cloetta uses GoOs and RECs to verify that purchased electricity originates from renewable sources. All of Cloetta’s electric - ity consumption, except for the UK office, is covered by such green certificates, rep - resenting nearly 100 per cent of the total electricity use. Purchases of certificates are only made in combination with electric - ity supply contracts and actual consump - tion (bundled). Cloetta does not purchase or trade unbundled certificates separately from electricity contracts. There is an annual emission factors (EF) update pro - cess at CEMAsys that consists of screen - ing all EFs in the company’s database, reviewing the availability of new sources, gathering new values and documentation, and then importing the new values and data to the system. Scope 1, 2 and 3 emissions Scope 1 emissions cover direct emissions from Cloetta-owned or controlled assets, including on-site energy use (natural gas, LPG and refrigerants). Scope 2 emissions account for indirect GHG emissions from purchased energy (electricity, district heating and small usage of heat heavy fuel oil) produced off-site. Scope 3 emissions represent indirect GHG emissions from Cloetta’s value chain, divided into upstream and downstream activities. Upstream emis - sions encompass GHG emissions related to purchased goods and services. Downstream emissions cover emissions related to warehousing, transportation and distribution, marketing, sales, end-of- life treatment of products etc. According to SBT guidelines, Cloetta identifies and reports the scope 3 categories that are assessed to have a significant impact on the company’s total carbon footprint and are essential to the business model, supply chain, and production. Excluded categories are considered negligible. Scope 3 esti - mates are based on LCA studies relevant to the operations and are conducted by a third party to ensure calculation quality. 84 per cent of scope 3 data is primary data from suppliers and value chain partners. Scope 1 and 2 contain no estimations, as the data is based on actual consumption records from suppliers. Biogenic emissions The calculation of biogenic CO₂ emissions is based on emission factors for biogenic CO2 emissions for the corresponding bio - mass source. No biogenic CO₂ emissions are reported for Scope 1, as Cloetta does not own vehicles or consume biogas or bio - fuels for other purposes. For Scope 2, bio - genic CO₂ is calculated by identifying the biomass share in the production mix of the electricity and district heating consumed by Cloetta. Scope 3 biogenic CO₂ emissions are based on the combustion of fuel in leased vehicles and are calculated by taking the biobased share of each fuel type and applying biogenic CO₂ emission factors. Comment on data GHG emissions Scope 1 decreased by 15 per cent compared with the previous year, mainly due to a 46 per cent reduction in natural gas consumption at the Levice production site following a supplier pipeline leak. The gas shortfall was offset by increased purchases of steam and hot water, contributing to higher scope 2 emissions. Scope 2 emissions increased by 9 per cent (location -based) and 94 per cent (mar - ket-based). Location -based electricity emissions fell by 20 per cent due to lower grid carbon intensity (IEA 2024), while total electricity consumption decreased by 3 per cent. Scope 3 increased by 3 per cent compared to 2024, mainly due to increased purchase volume of third-party candy and nuts. Corrections to methodologies, input data, or emission factors related to Purchased Goods and Services (PGS) emissions, fuel and energy-related activities, and waste resulted in an increase compared to the previous year. Biogenic emissions Scope 2 increased marginally, mainly due to higher heat consump - tion at one location where the energy mix has a relatively high bio - mass share. The biomass share also increased marginally, further contributing to the increase. Scope 3 (upstream leased assets) decreased by 35 per cent, mainly due to a reduction in fuel use com - bined with a lower assumed biofuel blend-in. Meanwhile, electricity consumption for electric vehicles (EV) increased approximately four times, increasing biogenic emissions from EV electricity use. Energy mix Total fossil-based energy use across Scope 1 and 2 decreased slightly. Scope 1 (LPG consumption) decreased by 14 per cent and natural gas by 20 percent, driven by improved production efficiency and a natural gas shortage that led sites to switch to steam. Scope 2 (fossil-based acquired energy) increased due to higher steam pur - chases following the natural gas shortage and a more fossil- intensive UK residual grid mix. District heating remained largely renewable. 93Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 94
Scope 3 GHG Emissions Categories: Inclusion, Exclusion and Methodology Scope 3 Category Included in Inventory Justification for Exclusion (if applicable) Reporting Boundary & Description Calculation Method & Tools Used 1. Purchased goods and services Yes N/A All raw materials, in-house and third-party (3P) production, and all purchased con - fectionery are included. Non-raw/pack purchases (e.g. chemicals, office sup - plies, protective clothing etc.) as well as are excluded as these were assessed as insignificant. In addition, material used for co-packing activities, mainly including re-packing of finished goods, is excluded due to insufficient data, however assessed as insignificant. Purchase volumes from all closed purchase orders. Emissions are calculated using emission factors applied to purchase volumes. 2. Capital goods No Excluded as assessed negligible. N/A N/A 3. Fuel- and energy-related activities (not included in scope 1 or scope 2) Yes N/A All fuel and energy consumption not cov - ered by Scope 1 and 2, i.e. upstream emis - sions from production and/or transmission and distribution losses referred to as well- to-tank (WTT) emissions, to capture the full lifecycle impact of fuel and electricity. The same consumption data and cal - culation methods as for Scope 1 and 2 are used, with supplementary emission factors for upstream emissions. 4. Upstream transportation and distribution Yes N/A All freight and distribution activities paid for by Cloetta are included, with the exception of logistics of third-party goods inbound to Cloetta facilities from tier 1 suppliers, or so-called Co-packers. Data from Co-packer have been excluded due to lack of data. Energy consumption associ - ated with warehouse operations – such as inbound, storage, and outbound activities - is excluded, as it is considered a negligible source of GHG emissions. Data sourced directly from logistics providers (distance travelled and fuel type, e.g., km + diesel). Where primary data is unavailable, estimates or exclu - sions are noted. 5. Waste generated in operations Yes N/A Waste generated within Cloetta’s produc - tion sites and offices. Excludes waste from external warehouses. Factory waste: Based on actual data provided by external waste manage - ment companies, reported by specific waste fractions with defined emission factors. Office waste: Based on the aver - age waste from offices with actual data, accounting for the number of employees. 6. Business travel Yes N/A Business travel by airplane and in private cars. Business travel in Norway, Sweden, Denmark, the Netherlands and other mar - kets (which covers Cloetta’s remaining locations). Other means of transportations are excluded, for example train and taxi but will be included in the future when the base year and climate targets are recalcu - lated in alignment with the establishment of FLAG targets. Calculated based on data provided by travel assistants, from external travel agency software systems. Mileage for business travel in private cars is col - lected from Cloetta representatives in each country. All consumption data is reported in km or pkm, and corre - sponding emission factors are used for calculating emissions. 7. Employee commuting Yes N/A All employees (FTEs) at year-end. Calculated based on number of total FTEs at year-end (adjusted for absen - tee rate), and by using a commuting emission factor. 8. Upstream leased assets Yes N/A Consumption from use of company cars. Each country reports company car fuel consumption in litres or kWh. Where specific fuel types are unavailable, an “average bio-blend” is used as a proxy. This category is minor for Cloetta. 94 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 95
Scope 3 Category Included in Inventory Justification for Exclusion (if applicable) Reporting Boundary & Description Calculation Method & Tools Used 9. Downstream transporta - tion and distribution Yes N/A All Ex Works-transportation (transpor - tation where Cloetta is not paying for the transportation, as it’s the Customer who pays for it) occurring in the Nordics (Fin - land, Sweden, Denmark, and Norway), Other markets and the UK. Energy consumption associated with warehouse operations – such as inbound, storage, and outbound activities – is excluded, as it is considered a negligible source of GHG emissions. Transport of third-party produced candy for which the suppliers pay for the transport themselves is excluded. Data is based on estimations and calculated in tkm by Cloetta represent - atives. 10. Processing of sold products No Cloetta produces N/A N/A 11. Use of sold products No Cloetta produces confectionery, that is directly consumed by end- users. N/A N/A 12. End-of-life treatment of sold products Yes N/A Packaging of Cloetta’s sold products. End-of-Life treatment is calculated only for packaging, as the products themselves are directly consumed. All procured packaging is assumed to become waste after use. Packaging materials are matched to waste emis- sion factors based on their primary material. End-of-life treatment meth - ods (recycling, incineration, landfill) and their respective shares are determined using available statistics. Emissions are calculated by applying the relevant emission factors to each waste fraction and treatment method. 13. Downstream leased assets No Cloetta does not lease out any of its owned goods. N/A N/A 14. Franchises No Cloetta operates no franchises. N/A N/A 15. Investments No Cloetta is not a financial institution. N/A N/A 95Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 96
EU taxonomy reporting Background Regulation (EU) 2020/852 (the T axon - omy Regulation) is designed to support the transformation of the EU economy to meet its European Green Deal objectives, includ - ing the 2050 climate-neutrality target. The T axonomy Regulation establishes six envi - ronmental objectives which are described in the delegated acts adopted under the regulation. In the following section, Cloetta as a non-financial parent company presents the share of group turnover, capital expend - iture (Capex) and operating expenditure (Opex) for the reporting period 2025, which are associated with T axonomy-eligible and aligned economic activities related to the six environmental objectives. Economic activities as a confectionary company – T axonomy-non-eligible All T axonomy-eligible economic activities listed in the delegated acts under the T ax - onomy Regulation have been examined, based on activities as a confectionery com - pany. The manufacturing of chocolate and sugar confectionery is defined as the core business activity. It was concluded that these core economic activities are not cov - ered by the delegated acts under the T ax - onomy Regulation and are consequently T axonomy-non-eligible. Referring to Annex XII in the delegated act on nuclear energy and natural gas, Cloetta does not engage in any nuclear energy or fossil gas-related activities. KPIs The KPIs include turnover, Capex and Opex. For the reporting period 2025, the KPIs must be disclosed in relation to T axonomy- aligned economic activities and consequently T axonomy-eligible activities related to specific environmental objectives such as climate change, water and marine resources, circular economy, pollution and biodiversity. Capex and Opex include those that are related to the purchase of output from T axonomy-aligned economic activities and certain individual measures enabling the target activities to become low-carbon, or to lead to greenhouse gas (GHG) emission reductions. Analysis of T axonomy eligibility and alignment A T axonomy-eligible economic activity is an activity that is described in the dele - gated acts adopted under the T axonomy Regulation irrespective of whether that activity meets any or all the technical screening criteria laid down in those del - egated acts. Regarding Capex and Opex related to purchases and measures con - sidered individually T axonomy-eligible, reference is made to the explanations pro - vided below in the sections “Capex KPI” and “Opex KPI” in the description of the accounting policies. Since the economic activities as a confectionery company are not covered by any of the delegated acts under the T axonomy Regulation, the share of T axonomy-eligible or aligned economic activities in the total turnover is 0 per cent and, consequently, the related Capex and Opex are also 0 per cent. However, Capex and Opex are disclosed relating to the pur - chase of output from T axonomy- eligible economic activities and individual meas - ures to improve energy efficiency listed in the delegated acts. Verification of align - ment with suppliers has been possible only to a certain extent. T o be T axonomy- aligned, an eligible activity must comply with the technical screening criteria, i.e., whether a substantial contribution is being made to climate protection, contribute to at least one of six listed environmental objec - tives, and do no significant harm (DNSH criteria) to any of the other objectives, while respecting basic human rights and labour standards, anti-bribery/anti-corruption, taxation and fair competition. 96 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 97
Taxonomy reporting table 2025 – Turnover Financial year 2025 Year Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”) (h) Economic activities (1) Code (a) (2) Turnover, SEKm (3) Proportion of turnover, 2025 (4) Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circular economy (9) Biodiversity (10) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Minimum safeguards (17) Taxonomy aligned (A.1.) or eligible (A.2.) pro - portion of turnover, 2024 (18) Category (enabling activity) (19) Category (tran- sitional activity) (20) Text Cur- rency % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy-eligible activities A1. Environmentally sustainable activities (Taxonomy-aligned) Turnover of environ mentally sustainable activities (Taxonomy- aligned) (A.1.) - 0 - - - - - - - - - - - - - 0 Of wich enabeling - 0 - - - - - - - - - - - - - 0 - Of wich transitional - 0 - - - - - - - 0 - A2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy- aligned activities) EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL Turnover of Taxonomy- eligible but not environmentally sustainable activities (not Taxonomy-aligned) (A.2) - 0 - - - - - - 0 A. Turnover of Taxonomy- eligible activities (A.1+A.2) - 0 - - - - - - 0 B. Taxonomy-non-eligible activities (B) Turnover of Taxonomy- non- eligible activities (B) 8,525 100 Total (A+B) 8,525 100 97Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 98
Taxonomy reporting table 2025 – Capex Financial year 2025 Year Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”) (h) Economic activities (1) Code (a) (2) Capex, SEKm (3) Proportion of Capex, 2025 (4) Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circular economy (9) Biodiversity (10) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Minimum safeguards (17) Taxonomy aligned (A.1.) or eligible (A.2.) pro - portion of Capex, 2024 (18) Category (enabling activity) (19) Category (tran- sitional activity) (20) Text Cur- rency % Y; N; N/ EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy-eligible activities A1. Environmentally sustainable activities (Taxonomy-aligned) Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 8 4 Y N/EL N/EL N/EL N/EL N/EL - Y - Y Y - Y - T Capex of environmentally sustainable activities ( Taxonomy-aligned) (A.1.) 8 4 - - - - - - - - - - - - - 0 Of wich enabeling 0 - - - - - - - - - - - - - 0 - Of wich transitional 4 - - - - - - - 0 T A2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy- aligned activities) EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 37 20 EL N/EL N/EL N/EL N/EL N/EL 24 Renovation of existing buildings CCM 7.2 16 8 EL N/EL N/EL N/EL N/EL N/EL 1 Installation, maintenance and repair of energy efficiency equipment CCM 7.3 16 8 EL N/EL N/EL N/EL N/EL N/EL 2 Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings CCM 7.5 7 4 EL N/EL N/EL N/EL N/EL N/EL 5 Acquisition and ownership of buildings CCM 7.7 6 3 EL N/EL N/EL N/EL N/EL N/EL 0 Capex of Taxonomy- eligible but not environmentally sustainable activities (not Taxonomy-aligned) (A.2) 81 43 - - - - - - 32 A. Capex of Taxonomy-eligible activities (A.1+A.2) 89 47 - - - - - - 32 B. Taxonomy-non-eligible activities (B) Capex of Taxonomy- non- eligible activities (B) 100 53 Total (A+B) 189 100 The 2024 data have been restated following an updated calculation methodology for categories 6.5 Transport by motorcycles, passenger cars and light commercial vehicles and 7.7 Acquisition and ownership of buildings. The restatement resulted in an increase in the share of Taxonomy-eligible Capex within category 6.5 and a decrease within category 7.7. Overall, the total share of Taxonomy-eligible Capex increased from 29 per cent to 32 per cent. 98 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 99
Taxonomy reporting table 2025 – Opex Financial year 2025 Year Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”) (h) Economic activities (1) Code (a) (2) Opex, SEKm (3) Proportion of Opex, 2025 (4) Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circular economy (9) Biodiversity (10) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Minimum safeguards (17) Taxonomy aligned (A.1.) or eligible (A.2.) pro - portion of Opex, 2024 (18) Category (enabling activity) (19) Category (tran- sitional activity) (20) Text Cur- rency % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy-eligible activities A1. Environmentally sustainable activities (Taxonomy-aligned) Opex of environmentally sustainable activities ( Taxonomy-aligned) (A.1.) 0 - - - - - - - - - - - - - 0 Of wich enabeling 0 - - - - - - - - - - - - - 0 - Of wich transitional 0 - - - - - - - 0 - A2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy- aligned activities) EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL Product-as-a service and other circular use and result -oriented service models CCM 5.5 22 9 N/EL N/EL N/EL N/EL EL N/EL 5 Renovation of existing buildings CCM 7.2 4 1 EL N/EL N/EL N/EL N/EL N/EL 0 Installation, maintenance and repair of energy efficiency equipment CCM 7.3 8 3 EL N/EL N/EL N/EL N/EL N/EL 2 Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings CCM 7.5 8 3 EL N/EL N/EL N/EL N/EL N/EL 5 Acquisition and ownership of buildings CCM 7.7 6 3 EL N/EL N/EL N/EL N/EL N/EL 4 Opex of Taxonomy- eligible but not environmentally sustainable activities (not Taxonomy-aligned) (A.2) 48 20 - - - - - - 16 A. Opex of Taxonomy-eligible activities (A.1+A.2) 48 20 - - - - - - 16 B. Taxonomy-non-eligible activities (B) Opex of Taxonomy- non- eligible activities (B) 194 80 Total (A+B) 242 100 99Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 100
Nuclear energy related activities 1 The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. No 2 The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. No 3 The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. No Fossil gas related activities 4 The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. No 5 The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. No 6 The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. No Accounting principles T axonomy-eligible or aligned KPIs are determined in accordance with the legal requirements and describe the accounting policy in this regard as follows: Turnover KPI The proportion of turnover shall be calcu - lated as the part of the net turnover derived from products or services, including intan - gibles, associated with taxonomy- eligible or aligned economic activities (numerator), divided by the net turnover (denominator). The turnover shall cover the revenue rec - ognised pursuant to International Account - ing Standard (IAS) 1, paragraph 82(a), as adopted by Commission Regulation (EC) No 1126/2008 (1). The accounting policy regarding net sales which corresponds to net turnover is disclosed on page 145. Details of the net sales is provided in Note 3 on page 157 . Capex KPI The Capex KPI is defined as T axonomy-eli - gible or aligned Capex (numerator) divided by the company’s total Capex (denomina - tor). T otal Capex consists of additions to tangible and intangible fixed assets dur - ing the financial year, before depreciation, amortisation and any re-measurements, including those resulting from revalua - tions and impairments, as well as excluding changes in fair value. It includes additions to fixed assets (IAS 16), intangible assets (IAS 38) and right-of-use assets (IFRS 16). Addi - tions resulting from business combinations are also included. Goodwill is not included in Capex, because it is not defined as an intangible asset in accordance with IAS 38. T otal Capex can be reconciled against the year’s additions in Note 12 Intangible assets on page 161, Note 13 Property, plant and equipment on page 163 and Key ratios on page 200 where Capex is disclosed sep - arately. The amount in here consists of the two additions of Note 12 and 13. Opex KPI The KPI is defined as T axonomy- eligible or aligned Opex (numerator) divided by the total Opex (denominator). The denominator of the KPI shall cover direct non-capitalised costs that relate to research and develop - ment, building renovation measures, short term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property plant and equipment (PP&E). In general, this includes staff costs, costs for services, and material costs for daily servicing as well as for regular and unplanned maintenance and repair measures. This does not include expenditures relating to the day-to-day operation of PP&E such as raw materials, cost of employees operating the machinery, and electricity or fluids that are necessary to operate PP&E. The related cost items can be found in various line items in the income statement. 100 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 101
Explanations on the numerator of the Capex KPI and the Opex KPI Since Cloetta AB has no eligible or aligned turnover-generating economic activities, Capex and Opex related to assets or pro - cesses associated with T axonomy-aligned economic activities are not recorded in the numerator of the Capex KPI or the Opex KPI. Furthermore, there are no Capex plans to upgrade a T axonomy-eligible economic activity to become Taxonomy-aligned (“cat - egory a and b”). Only “category c” Capex and Opex can therefore qualify as Taxono - my-eligible and consequently aligned, i.e., related to the purchase of output from Taxon - omy-aligned economic activities and individ - ual measures enabling the target activities to become low-carbon or to lead to GHG reduc - tion. These individual measures correspond to economic activities listed in the delegated acts supplementing the T axonomy Regula - tion. The following activities were identified as taxonomy-eligible: Corresponding economic activity 5.5 Product-as-a-service and other circular use- and result-oriented service models 6.5 Transport by motorbikes, passenger cars and light commercial vehicles 7. 2 Renovation of existing buildings 7. 3 Installation, maintenance and repair of energy efficiency equipment 7. 5 Installation, maintenance and repair of instruments and devices for measuring, regu - lation and controlling energy performance of buildings 7.7 Acquisition and ownership of buildings These activities include investments in our production sites to become more energy efficient, renovations and maintenance, car leasing, extended and new leasing agree - ments for buildings and circular use. For the allocation of Capex and Opex we have iden - tified the relevant purchases and measures, and we have identified the primary related economic activity in the Climate Delegated Act. In this way, we ensure that no Capex or Opex is considered more than once. Progress on EU Taxonomy alignment In 2025, Cloetta continued to strengthen its taxonomy reporting practices under the EU T axonomy Regulation by conducting a pilot initiative designed to enhance the quality and structure of internal processes. Throughout the year, opportunities were identified to further formalise and develop the existing methodology, with particu - lar focus on the assessment of alignment. As part of this effort, a selected group of suppliers was engaged to evaluate the taxonomy alignment of identified eligi - ble activities, with special attention given to material alignment categories such as leased buildings and company vehicles. Verification of alignment with suppliers was achievable only to a certain extent, as the assessment relies on external data. The reported alignment share reflects the sup - plier data available for the 2025 reporting year, based on the information obtained within the scope of the pilot. As additional information becomes availa - ble from suppliers in future reporting cycles, the alignment assessment will be further refined, which may result in an increased proportion of activities meeting alignment criteria. Comment on process and outcome of 2025’s taxonomy alignment Cloetta’s alignment share for 2025 is cal - culated for material areas and relates 100 per cent to purchased outputs, i.e. leased cars and leased real estate. The assess - ment of the technical screening criteria has been carried out through the devel - opment of a reporting checklist for suppli - ers. The checklist was sent to suppliers for their self-assessment of compliance with the technical screening criteria, including the “do no significant harm” criteria and minimum social safeguards. The check - list included all technical screening criteria for the applicable activity, and was quality reviewed by an external party. Cloetta has conducted a review of the suppliers’ assessments of alignment by evaluating each supplier’s response. A precautionary principle has been applied, meaning that if any uncertainties were identified in a supplier’s assessment of alignment, the corresponding leased cars or real estate were not included as aligned. In 2025, a relatively small share of alignment is reported. Cloetta considers this mainly to be an effect of data limita - tions, as some suppliers could not provide sufficient supporting evidence, data and information for the alignment evaluation. Looking ahead to 2026, Cloetta will con - tinue to further develop both the alignment assessment process and the evaluation methodology, with a particular focus on material categories. 101Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 102
E4 Biodiversity and ecosystems As a leading confectionery company, Cloetta recognises the impact its operations can have on biodiversity and ecosystems. The company’s products are dependent on raw materials, and the biodiversity needed to maintain healthy ecosystems that supply these crucial materials. Therefore, Cloetta has a great responsibility to reduce its environmental footprint and contribute to more resilient ecosystems. Approach and strategy SBM-3 Strategy and business model As a confectionery company, Cloetta depends on ingredients such as sugar, starch, palm oil and cocoa, where agricul - ture impacts ecosystems and contributes to the loss of biodiversity. Large-scale farming practices often involve deforestation and the use of chemical pesticides, which can harm species like pollinators and contam - inate ecosystems. Cloetta’s dependency on palm oil and cocoa indirectly contributes to deforestation, leading to habitat loss, fragmentation, and soil degradation. Addi - tionally, climate change further impacts biodiversity, forcing species to relocate and altering ecosystems globally. Cloetta acknowledges these challenges, and is focused on mitigating the environmental footprint across its value chain. Cloetta’s ongoing efforts to protect biodiversity and ecosystems are critical to the company’s long-term sustainability and resilience. By integrating biodiversity into the sustainabil - ity agenda, strategic planning and opera - tions, Cloetta does not only meet regulatory requirements but also contributes to global efforts to decrease biodiversity loss. Sustainable sourcing of agricultural raw materials means paying particular attention to agricultural practices with the overall goal of turning negative environmental impacts into positive ones. Protecting biodiversity is intimately connected to climate change where deforestation adds to the issue, while reforestation can provide part of the solution. Cloetta’s collaboration with the Rainforest Alliance and the Roundtable on Sustainable Palm Oil (RSPO) supports the company’s sustainability goals, particularly in sourcing key raw materials like cocoa and palm oil more responsibly. These part - nerships help meet Cloetta’s sustainability targets by improving the environmental and social performance, supporting responsi - ble sourcing practices across the supply chain, and contributing to the company’s broader commitment to reducing the over - all environmental footprint. For other raw materials, Cloetta is working directly with suppliers as well as with NGO’s to improve traceability and improved overall sustaina - bility performance. Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon E Bio - diversity and eco - systems Direct impact drivers on biodiversity loss Deforestation Negative actual impact Deforestation, driven by agricultural expansion and land-use change leads to biodiversity loss. Sourcing from deforested areas can harm biodiversity and destabilise eco- systems due to changes in land use, freshwater and sea use change. • Sourcing certified raw materials and collaborating with suppliers and NGOs to ensure deforesta- tion-free practices • Exploring regenerative agriculture and alternative raw materials with lower environmental impacts. • T raining procurement teams in biodiversity-related risks • Conduct biodiversity and deforest - ation risk assessments for key- ingredient sourcing regions, with safeguards to avoid sourcing from protected areas or other high-risk landscapes Upstream Short term Medium term Long term 102 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 103
Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon Impacts on the state of species Negative actual impact Sourcing contributes to habitat loss, pesticide use, and deforesta - tion, thereby affecting local species populations and biodiversity • See mitigations for Direct impact drivers on biodiversity loss. Upstream Short term Medium term Long term Impacts on the extent and condi - tion of eco- systems Negative actual impact Land use changes and agricultural practices lead to deforestation, soil degradation, or reduced eco- system health and resilience • See mitigations for Direct impact drivers on biodiversity loss. Upstream Short term Medium term Long term Impacts and depend- encies on ecosystem services Negative actual impact Sourcing can degrade ecosystem functions (e.g. pesticide use affecting pollinators) but they also provide reliable crop yields, clean water, and healthy soils necessary for producing key ingredients. • See mitigations for Direct impact drivers on biodiversity loss. Upstream Short term Medium term Long term Risk Financial risks related to depend - ency on ecosystem services, particularly those associated with the agricultural sector. These dependencies are crucial for the company’s operations and can impact its financial performance • Strengthening of long-term supplier partnerships and certi - fied sourcing schemes to promote resilient farming practices Upstream Short term Medium term Long term E4-1 Consideration of biodiversity and ecosystems in strategy and business model Cloetta has initiated work on biodiversity and has conducted a biodiversity assess - ment to better understand the company’s impacts and dependencies. A full resilience analysis of the business model and strategy in relation to biodiversity-related risks and opportunities is planned and will be carried out. Cloetta is working on integrating bio - diversity considerations into risk assess - ments and strategic planning and will report on progress and any future transition plans in subsequent sustainability reports. Impact, risk and opportunity management E4-2 Policies The operations are governed though doc - uments that guide the management of biodiversity-related sustainability topics. These policies help shape the company’s approach to minimise impact on biodiver - sity. Cloetta’s environmental policy, palm oil policy, and Supplier Code of Conduct form the foundation of Cloetta’s commit - ment to responsible sourcing and business practices. Meanwhile, the Supplier Code of Conduct establishes expectations for ethi - cal behaviour, environmental responsibility, and fair labour practices for all suppliers, ensuring alignment with Cloetta’s sustaina - bility goals. The President and CEO and the Group Management T eam at Cloetta hold ultimate responsibility for ensuring the implementa - tion of and compliance with these policies and they are also publicly available on Cloetta’s website cloetta.com. Additionally, the Supplier Code of Conduct is shared with business partners when contracts are estab - lished to ensure alignment with Cloetta’s sustainability and ethical standards. Biodiversity-related policies Cloetta’s biodiversity-related policies are informed by the material impacts, depend - encies, risks, and opportunities identified in the value chain. For example, the focus on certified sourcing and regenerative agri - culture is a direct response to the risks of deforestation, land-use change, and loss of ecosystem services identified in the supply chain. The policy objectives and require - ments are designed to address biodiver - sity-related matters. The palm oil policy ensures that 100 per cent of the palm oil used is RSPO-certified, supporting sustain - able agriculture and reducing deforestation. Cloetta’s production sites that manufacture products using palm oil are therefore cer - tified according to the RSPO SCCS annu - ally. At this stage Cloetta does not in detail perform regular monitoring and reporting of biodiversity status and gains or losses. Environmental policy The environmental policy emphasises Cloetta’s dedication to reducing its envi - ronmental footprint by promoting resource efficiency, addressing climate change and pollution as well as protect biodiversity by collaborating with key suppliers on regen - erative agriculture. The policy applies to all operations and the entire value chain, guiding all major decisions. Implementation is ensured through the ISO 14001-certified environmental management system, regular 103Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 104
reviews, and annual audits of production sites and suppliers, including RSPO certi - fication for palm oil. The Supplier Code of Conduct requires suppliers to meet inter - national standards, assess environmental and social impacts, and consider the rights of local communities and vulnerable groups. This contributes to a targeted and respon - sible approach to biodiversity, aligned with material risks and stakeholder interests. Cloetta has not yet conducted a formal resilience analysis of its business model and strategy in relation to biodiversity related risks. The company recognises the growing importance of biodiversity for long- term raw material availability and aim to inte - grate biodiversity into risk assessments in the coming years. E4-3 Actions T o mitigate negative impacts within bio - diversity and eco-systems, Cloetta con - tinues to develop supply chain practices including risk assessments, EUDR compli - ance efforts and partnerships throughout the supply chain. In the table below main actions are presented both for current year and actions planned for the future: Key actions 2025 Outcome Related objectives Timeframe and progress Resources allocated Sourcing 100 per cent Rainforest Alliance certified cocoa. The scope of action reaches through the cocoa supply chain and global sourcing regions. • Mitigate risks from unsustainable practices • Ensure cocoa is pro - duced responsibly • Minimize deforestation, promote biodiversity • Supports biodiversity and sustainability targets • Reduces habitat loss, promotes biodiversity and safeguards eco - system services Maintained 100 per cent certified cocoa sourcing is performed on an ongoing basis. Internal resources include central HSE, cen - tral QFS, Sustainability, Innovation, Masterdata, Legal, Sourcing , Supply planning. Sourcing 100 per cent RSPO certified palm oil; phasing out palm oil where not essential. The scope of action reaches through the palm oil supply chain and global sourcing regions. • Reduce negative impacts on biodiversity, deforestation, and habitat destruction • Supports biodiversity and sustainability targets • Reduces habitat loss, promotes biodiversity and safeguards eco - system services Maintained 100 per cent certified palm oil sourcing, phased out palm oil where not essential, is performed on an ongoing basis. Internal resources include central HSE, cen - tral QFS, Sustainability, Innovation, Masterdata, Legal, Sourcing , Supply planning. Preparing for compliance with EU Deforestation Regulation (EUDR): train - ing and risk assessments for responsible procurement, enhanced due diligence and traceability. The scope of action is all raw materials linked to deforestation risks in the global supply chain. • Ensure compliance with EUDR • Reinforce responsible sourcing • Mitigate deforestation risks • Supports biodiversity and sustainability targets • Ensures responsible sourcing and reduces deforestation risk Ongoing activities to reach compli - ance. Internal resources include Logistics, IT, Innovation, Masterdata, Legal, Sourcing, Supply planning, Commercial. External resources include con - sultants. Biodiversity assessment to identify key risks and opportunities in value chain. Company-wide assessment with a value chain focus on high-impact commodities. • Improved understand - ing of impacts, risks, and opportunities • Foundation for future strategy and policy • Supports integration of biodiversity into risk man - agement and strategic planning Biodiversity assess - ment conducted in 2025. Internal resources include Sustainability affairs and external consultancy. Collaboration with Rainforest Alliance, RSPO, and with suppliers/NGOs for traceability and sustainability perfor - mance. The scope of action is the cocoa and palm oil supply chain and other key raw materials. • Improved responsible sourcing, traceability, and sustainability performance • Support for ecosystem protection • Supports biodiversity and sustainability targets • Reduces habitat loss, promotes biodiversity and safeguards eco - system services Ongoing collabo - ration and certifica - tions maintained. Internal resources across the organization, central HSE, central QFS, Sustainability, Innovation, Masterdata, Legal, Sourcing , Supply planning. Key actions planned Expected outcome Related objectives Timeframe and progress Resources allocated Develop a dedicated biodiversity policy and strategy in 2026, with a scope cover - ing company-wide, value chain focus on high-impact areas. • Clear comprehensive stategic plans • Mitigate risks from unsustainable practices by ensuring clear policy statements • Supports biodiversity and sustainability targets • Reduces habitat loss, promotes biodiversity and safeguards eco - system services Policy to be estab - lished during 2026- 2027, and strategy to be developed during 2027-2028. Internal resources include include operative opera - tional teams, management teams and the Board. Scenario and resilience analysis for biodiversity, with a scope covering company- wide, value chain focus on high- impact areas. • Understand the current situation and prioritise the necessary actions • Set the direction to ensure that the policy is met Analyses will be carried out during 2026–2027. Internal resources include operational teams, man - agement teams and the Board. 104 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 105
Cloetta has applied the mitigation hierarchy. All actions performed in this reporting year focus on mitigating negative impacts, through certified sourcing, sustainable agricultural practices and ecosystem safeguards. For this reason, the activities are not associated with any specific case or remedial need. Mitigation hierarchy is applied when planning future actions. Funding for actions is provided within the budgets allocated to leaders of specific sustainability initiatives. For investments or expenditures of a more specific nature, targeted financing may be applied; how - ever, no such cases occurred during the year. Biodiversity offsets are currently not used for any of the company´ s actions. Cloetta has incorporated local and indigenous knowledge and nature-based solutions into biodiversity and ecosystems- related actions through third party engage - ment. Cloetta receives information from third parties on these matters and is not directly involved in monitoring. The bio - diversity assessment is mainly based on indexes and does not directly incorporate local and indigenous knowledge and nature-based solutions. Targets E4-4 Targets related to biodiversity and ecosystems 100 per cent of the palm oil content in purchased ingredients is RSPO-certified segregated palm oil 100 per cent of purchased cocoa is Rainforest Alliance certified Performance In 2025, Cloetta upheld its commitment to biodiversity by continuing to source 100 per cent certified cocoa and palm oil. This ongoing dedication ensures that biodiversity protection remains central to the supply chain, as both RSPO and Rainforest Alliance certification programs emphasise sustainable agriculture and responsible land use. By adhering to these certifications, the aim is to contribute to mitigate deforestation risks and supporting biodiversity conservation in the regions where key ingredients are grown. About the target Cloetta’s biodiversity-related targets focus on maintaining responsible sourcing prac - tices for key raw materials. Stakeholder input, including suppliers, certification bodies, and industry initiatives, was con - sidered in the development and review of the biodiversity-related targets, with the target-setting process relying on supplier data, third-party certification audit reports, and industry benchmarks. No specific scenario analysis was con - ducted, as the targets are based on full certification coverage rather than modelled outcomes. The commitment to source 100 per cent RSPO segregated certified palm oil and 100 per cent Rainforest Alliance certified cocoa, is reflected in the adopted targets. These targets address the most material biodiversity risks in the value chain, particularly deforestation and land-use change linked to agricultural production in high-risk regions. In addition to addressing risks, these targets also help safeguard key ecosystem services, such as pollina - tion and soil health, that the supply chain depends on. By supporting sustainable agricultural practices, Cloetta ´ s aim is to reduce the exposure to supply chain dis - ruptions and contribute to long-term resilience and value creation. While the targets are not based on quantified ecological thresholds or allo - cation methodologies, they are grounded in internationally recognised frameworks. The EU Biodiversity Strategy for 2030 pro - motes deforestation-free supply chains and the protection of ecosystems, while the Kunming-Montreal Global Biodiver - sity Framework calls for halting biodiver - sity loss and restoring natural ecosystems. By sourcing certified materials through schemes such as RSPO and the Rainforest Alliance, Cloetta aligns actions with these global ambitions and contributes to the sustainable management of land and bio - diversity within the supply chain. These targets apply globally, covering all sourcing regions relevant to palm oil and cocoa. Cloetta does not rely on biodiversity offsets to meet these goals. Instead, the approach is based on the first two layers of the mitigation hierarchy: avoidance and minimisation of biodiversity loss, achieved through certified sourcing, sustainable agricultural practices, and ecosystem safe - guards embedded in the company ´ s supply chain standards. Responsibility for implementing and monitoring these targets lies with Cloetta’s Group Health, Saftey and Enviornment and Sourcing teams. Certification compli - ance and supplier practices are reviewed regularly through third-party audits and internal monitoring processes to ensure continuous alignment with biodiversity and sustainability commitments. Cloetta has not directly involved stakeholders setting or tracking targets. However, they are involved providing insights to Cloetta’s work through current stakeholder dialogue. 105Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 106
E5 Resource use and circular economy Efficient resource management is a priority for Cloetta across the entire value chain, and the company is committed to adopting a circular approach and continuously assessing the environmental impact of its products and packaging throughout their life cycle. Key focus areas include efficient resource use and enhancing operational efficiency, minimising waste and reducing emissions. Approach and strategy SBM-3 Strategy and business model Packaging plays a crucial role in protecting Cloetta’s products, ensuring quality, and extending shelf life, which helps reduce food waste and resource consumption. However, it also has an environmental impact through resource use, greenhouse gas emissions, and end-of-life disposal. Therefore, prioritising the selection of type and amount of packaging material is crucial. Furthermore, circular packaging solutions are essential to support the development in the recycling industry. By focusing on recyclable and recycled mate - rials, Cloetta contributes to reduced envi - ronmental impact and strives to minimize waste across the entire value chain. The company’s target of 100 per cent recycla - ble packaging by 2025 aligns with global efforts to reduce plastic waste and mitigate environmental impacts. Optimising resource use, minimising waste, and reducing emissions are critical for maintaining stakeholder trust, particu - larly among consumers who increasingly seek responsibly sourced products. Effec - tive resource management not only drives cost savings and operational efficiency but also reduces risks and helps meet the grow - ing expectations for responsible business practices. Cloetta’s strategy for efficient resource use is embedded into its sustaina - bility agenda, primarily through initiatives like “Less and Better Packaging”. Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon E Resource use and circular economy Resource outflows, related to products Negative actual impact Plastic packaging impacts the envi - ronment by depleting resources, contributing to greenhouse gas emissions and plastic pollution, and generating waste that persists in ecosystems. • Reducing plastic and minimising packaging • Replacing virgin fossil plastics by materials from renewable or recy - cled sources. Implementation of advanced technologies for better resource efficiency Downstream Short term Medium term Long term Impact, risk and opportunity management E5-1 Policies Cloetta’s way of working is founded on a philosophy of continuous improvement to strengthen the environmental performance, as outlined in the company environmental management system. This system includes guidelines that support the implementation of the environmental policy, ensure compli - ance with legal and other requirements, and meet the expectations of stakeholders. The President and CEO and Group Management T eam at Cloetta hold ultimate responsibility for ensuring the implemen - tation of and compliance with the environ - mental policy. For transparency the policy is also publicly available on Cloetta’s website cloetta.com. Environmental policy Cloetta’s environmental policy guides the company’s efforts to use resources efficiently, reduce waste, and enhance 106 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 107
environmental performance. It relates to the material impact of resource outflows. The policy covers all stages of Cloetta’s supply chain, from sourcing raw materials to recycling packaging. Environmental considerations are integrated into product development, technical installations, and investments. In addition to the commitments outlined in the environmental Policy, Cloetta ensures that all food contact packaging materials comply with relevant EU food contact legislation, including Commission Regulation (EU) No 10/2011, Commission Regulation (EC) No 2023/2006, and Reg - ulation (EC) No 1935/2004, as amended. These legal requirements are respected as part of Cloetta’s operational practices and support broader environmental and prod - uct safety objectives. The policy is based on a life cycle perspective and a circular approach, aiming to minimise negative envi - ronmental impacts and identify opportuni - ties for improvement throughout the value chain. Key focus areas include reducing total environmental footprint, promoting efficient use of energy, water, and materials, and applying the hierarchy of best use and circularity principles. Cloetta is committed to sourcing packaging materials from renewable or recycled sources, increasing the plant-based product portfolio, and col - laborating with suppliers to support regen - erative agriculture and certified sustainable raw materials. The environmental policy considers the interests of key stakeholders by collaborat - ing with suppliers to promote regenerative agriculture, communicating openly with both internal and external stakeholders, and regularly reporting on environmental performance to maintain trust and meet the high expectations of customers and con - sumers. The policy is formally approved and signed by the President and CEO. E5-2 Actions T o mitigate negative impacts within the resource-use and circular economy area, Cloetta continues to develop circular busi - ness practices focusing on resource out - flows. Regarding the target of making all packaging material used in Cloetta produc - tion sites recyclable, work has been carried out according to The Circular Economy for Flexible Packaging’s (CEFLEX) defini - tion of recyclability. Revision will follow the Packaging and Packaging Waste Regula - tion (PPWR), with continued commitment to achieving recyclable packaging by 2030 through ongoing innovations. Further reduc - tion of virgin fossil-based plastics is being investigated by shifting additional volume from plastic tubs to a bag-in-box solution. The bag in box solution reduces the amount of plastic used per kg packed product. Con - tinuous innovation and research is one of the cornerstones, continuously aiming at iden - tifying future solutions to packaging and cir - cular business practices. In the table below main actions are presented both for current year and actions planned for the future. All Cloetta’s actions in below table are orientated towards mitigating negative impacts. For this reason, the activities are not associated with any specific case or remedial need. Key action 2025 Outcome Related policy objectives/targets Timeframe and progress Resources allocated Comprehensive research and mapping of the entire packaging portfolio, from packaging used at own sites, to identifying and developing new solutions for potential packaging reduction. • Support the target of 100 per cent packaging from renewable/recycled materials by 2030 • Add recycled content as new technical solutions become available • Development of recycled materials supports better utilisation of packaging waste • Supports packaging targets • Aligns with climate roadmap and CO₂ reduction targets Continuous progress and evaluation. Purchase groups are currently being dis - cussed for potential changes to improve the analysis of Cloetta’s packaging data. Part of the operations of the Packaging Innovation Team, aggregates to part of 1 FTE’s daily efforts. Ongoing work to move additional volume from plastic tubs to bag-in-box solution, for Pick&Mix tubs used in own production sites. • Reduce amount of plastic used per kg packed product • Reduced plastic waste • Supports packaging targets • Aligns with climate roadmap and CO₂ reduction targets Project for two Pick&Mix articles transfered to bag- in-box solution com - pleted in 2025. Part of the following functions overall mission: dedicated project teams, including fuctions like purchase, marketing, technological department, packaging innovation. Ensuring correct sorting instruc - tions on all Cloetta consumer packaging and developing new packaging designs, carried out on an ongoing basis. • Support improved recycling rate by ensuring that con - sumers have the best pos - sible information to sort the packaging correctly • Support improved recycling rate of packaging waste • Supports packaging targets • Aligns with climate roadmap and CO₂ reduction targets Continous progress and evaluation via design changes. A part of ongoing work for packaging innovation team. 107Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 108
Planned key action Expected outcome Related policy objectives/targets Resources allocated Continued innovation and research to develop new packaging solutions with renewable or recycled materials for all packaging used in own production sites. • Support target of 100 per cent packaging from renewable/recycled materials by 2030 • Add recycled content as new technical solutions become available • Development of recycled materials supports better utilisation of packaging waste • Supports packaging targets • Aligns with climate roadmap and CO₂ reduction targets Will be incorporated into the operations of the Packaging Innovation Team. Ongoing transition from plastic tubs to bag-in-box solutions to reduce virgin plastic use, for Pick&Mix tubs used in own production sites. • Reduce amount of plastic used per kg packed product • Reducing plastic waste • Supports packaging targets • Aligns with climate roadmap and CO₂ reduction targets Will become of the following fuctions overall mission: dedicated project teams, including fuctions like purchase, marker - ing, technological department, packaging innovation. Revision of recyclability criteria and packaging portfolio in line with new EU Packaging and Packaging Waste Regu - lation (PPWR), for all packaging used in own production sites. • Compliance with PPWR • Supports packaging targets • Aligns with climate roadmap and CO₂ reduction targets • Uphold policy commitments for environmental impacts Will be incorporated into the operations of the Packaging Innovation Team. Targets and metrics E5-3 Targets related to resource use and circular economy Packaging 100 per cent recyclable packaging by 2025 Increase cyclability target 2019 2020 2021 2022 2023 2024 2025 Recycle total, % Recycle consumer units, % TargetBase year 100 98 96 94 92 90 100% 95% Performance In 2025 the final result for the recyclability target was approximately 97 per cent recyclable packaging used at Cloetta's production sites and approximately 93 per cent based on consumer packaging. This represents a slight decline (below 0.5 percent) compared with the 2024 result, mainly due to improved data accuracy following updates to Cloetta’s internal systems. Cloetta continued the efforts to identify and evaluate recyclable pack - aging materials by closely monitoring industry developments and updates related to the EU’s Packaging and Packaging Waste Regula - tion (PPWR). Cloetta will revise according to PPWR, to ensure the future proofing of Cloetta’s packaging portfolio and secure compli - ance with emerging requirements. About the target The target applies to all packaging for prod - ucts manufactured at Cloetta’s produc - tion facilities, covering supplier-provided materials across all product categories and geographic markets. Data on all packaging materials delivered to Cloetta production sites is collected through the ERP-system and then analyzed. The baseline year for the target is 2019, when recyclability lev - els were assessed at approximately 95 per cent for all packaging in Cloetta’s produc - tion facilities. No scenarios were used set - ting the target. In 2021, tracking of the recyclability of consumer units began separately, with recyclability levels at that time of approx - imately 92 per cent. This decision was based on the insight that consumer units represent the most complex segment within the packaging portfolio. Focusing on this area strengthened the potential for advancing recyclability and driving pro - gress toward the target. Work has been carried out in accord - ance with the Circular Economy for Flexible Packaging’s (CEFLEX) definition of recy - clability. The approach will be revised in line with PPWR, with a continued commitment to achieving recyclable packaging by 2030 through ongoing innovations. The target applies to the period 2019 to 2025. The recyclability target has been estab - lished voluntarily and is now the foundation of Cloetta’s commitment to be compliant with the recycling criteria defined by PPWR. The definition of recyclability and the related measurement methodology are being updated to incorporate evolving PPWR criteria, including material composition and traceability requirements. Significant assumptions made when defining the tar - get include the expected availability of food grade recycled packaging materials on the market, supplier capability to transition to compliant materials, and the continued development of recycling infrastructure in core markets. Full compliance with the 108 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 109
regulation will follow the timeline set by the European Union, which may affect year-on- year comparability of reported data. Packaging suppliers and senior internal stakeholders have been involved through - out the target-setting process. External regulatory developments and industry guidelines have also informed the design of the target. Cloetta works with suppliers to improve packaging design and enhance recyclability across all packaging types. Effectiveness is monitored through annual data collection and analysis of packaging materials to ensure continuous improve - ment and compliance with evolving regula - tory standards. Progress is tracked using data from Cloetta’s ERP system and sup - plier reporting, with annual review by the sustainability and packaging teams. The target primarily addresses resource outflows by reducing downstream waste and increasing the recyclability of materials placed on the market. This contributes directly to Cloetta’s waste reduction and circularity objectives. Looking ahead, Cloetta will continue refining its recyclability metrics in line with EU regulation, strengthening collaboration with suppliers, and improving internal pro - cesses for packaging data and reporting. Cloetta will comply with the requirements and methodology for determining pack - aging recyclability grades once they are defined in EU legislation following PPWR. Information related to PlantPack and the target of 100 per cent of packaging from renewable sources or recycled materials by 2030, is no longer reported under E5. This change reflects that PlantPack primarily relates to climate-related disclosures rather than recyclability and ensures clearer align - ment with ESRS requirements and thematic scope. Accordingly, related climate targets and follow-up activities are presented in chapter E1. E5-5 Resource outflows 2025 Increase recyclability Recyclability within subcategory, % Recyclablility of total, % Plastic flexibles¹ 93 14 Plastic rigids 97 14 Paper flexibles 69 1 Folding carton 97 12 Corrugated carton + labels 100 57 All packaging materials 97 Consumer units 93 1) Plastic flexibles include all plastic films, mainly for consumer packaging but also other packaging materials, for example stretch film for pallets. Comment on data Minor variations were identified between the 2024 and 2025 annual data. These variations are related to improvements in data accuracy, whereby previously reported values may be adjusted to reflect more precise and reliable information.This is an ongoing activity within Cloetta’s internal systems. The reported figures have been prepared using the same methodology as in the previous year, ensuring consistent data collection and consolidation. Recalcula - tion of the 2024 figures is deemed unnecessary due to the exten - sive work required and the limited expected impact on the results. Accordingly, the refinements are applied prospectively, and the 2024 figures remain unchanged. Accounting principles Data on all packaging materials delivered to Cloetta production sites is collected through the company ERP-system. Pack - aging data is calculated in absolute terms, meaning reported figures fluctuate with both portfolio variations and production vol - umes; lower production typically results in reduced packaging figures and vice versa. Flexible plastic includes all plastic films, mainly for consumer packaging but also other packaging materials, for example stretch film for pallets. Recyclability is eval - uated using two distinct metrics: the per - centage of all packaging materials that are recycle-ready and the percentage of con - sumer units meeting recycle-ready criteria. Cloetta’s definition of recycling-ready is based on the CEFLEX guidelines. While relying on material specifications from the ERP system for recyclability assessments, there are some limitations and assumptions in the process. Actual recycling outcomes depend on regional infrastructure, local demand, and sorting practices, which can vary significantly and are outside Cloetta’s control. In some markets, packaging may be used for energy recovery rather than material recycling. Packaging symbols and recycling logos are used to guide consum - ers, but requirements and standards differ by country. Although the methodology is standardized and reviewed annually, minor uncertainties may exist in material specifi - cations. No significant changes have been made to the methodology compared to pre - vious years, and ongoing improvements in internal controls help ensure data accuracy. Data is not reviewed by any other external third party than Cloetta’s auditors. Recyclability of packaging materials % 14% Plastic flexibles 14% Plastic rigids 1% Paper flexibles 12% Folding carton 57% Corrugated carton + labels 12% 14% 14% 57% 1% 109Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 110
S1 Own workforce A healthy and safe working environment is crucial to foster and sustain an engaged and productive workforce. Therefore, Cloetta is committed to continuously devel - oping a well-balanced work environment where employees can perform at their best. T o systematically improve performance, the approach to managing workforce- related matters is divided into two areas: Human Resources and Health and safety. Approach and strategy SBM-3 Strategy and business model Human Resources Cloetta is driven by the conviction that value is created through its employees, and that the ability to attract, retain, and develop the best and most competent people is crucial to the company’s success. Cloetta empha - sises the importance of supporting employ - ees through fair labour practices, strong health and safety measures, and opportuni - ties for career growth. The strategy for employee well-being is embedded in Cloetta ´ s broader sustaina - bility agenda through the initiative, Diversity, Equity and Inclusion (DEI). DEI focuses on fostering a work envi - ronment that promotes employee health, engagement, and career development. Key actions include offering development opportunities, promoting work-life balance, and ensuring fair treatment for all employ - ees across the organisation. By integrating employee well-being into the overall cor - porate strategy, Cloetta ensures a consist - ent, fair, and supportive environment that aligns with both business and sustainability objectives. Cloetta values Cloetta’s values being Focus, Passion, T eamplay, and Pride guide the development of an inclusive company culture. These values unite the diverse workforce, helping individuals with varied skills, experiences, and aspirations work together toward shared goals. Health and safety The health and safety strategy is designed to improve the physical, social, and organ - isational aspects of the workplace at all levels. Management at all levels of the organisation bears the responsibility of minimising potential negative impacts on employees’ well-being. T o this end, Cloetta has developed a comprehensive roadmap to transition from a reactive to a preventive safety mindset. Health and safety are key priorities that influence the design of work processes and organising activities. By maintaining a focus on health and safety, the aim is to prevent workplace injuries and occupational illnesses, safeguarding the well-being of the company ´ s work - force. A safe and healthy work environment directly impacts the ability to achieve busi - ness objectives through increased produc - tivity, reduced absenteeism, and enhanced employee morale. Key elements of the health and safety strategy include the development and implementation of a strong safety culture. This involves targeted initiatives aimed at reducing risks and preventing injuries while promoting overall well-being throughout the company. The strategy is integrated into the overall sustainability agenda, ensuring it being implemented across both production sites and offices. Specific actions include regular risk assessments, safety training, and continuous improvement measures to enhance workplace safety standards. Operations The backbone of operations is the Cloetta Leading Performance Program (CLPP) with the vision to create the Perfect Pro - duction Site. The aim of the program is to create a trustworthy and engaging environ - ment in which employees feel empowered to deliver improvements. The program involves improving operational excellence, and strategic investments to modernise the plant network. Through these efforts, the aim is to create an organisation where health and safety considerations are integrated in the daily operations and decision- making processes. Passion We dream big and see challenges as opportunities. Pride We’re proud of each other and our contribution to the world. Focus We prioritise and define clear goals to stay relevant. Teamplay We make each other better through trust and respect 110 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 111
Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon S Own work - force Working Conditions Negative actual impact Workplace hazards such as machinery, slippery floors, chemi - cal spills, and vehicle incidents can cause severe injuries, absenteeism, legal liabilities, reputational harm, and work-related stress. Exposure to chemicals, noise, and mental strain can also affect larger groups of employees over time, leading to chronic health issues, reduced well-being, and decreased produc - tivity. These impacts occur across all production sites, combining individual incidents with systemic effects on health and well-being. • Health and safety management system covering all Cloetta production sites and offices • Processes and training programs to proactively manage and mini - mise risks and incidents • Continuous monitoring and strict adherence to safety protocols to prevent incidents and accidents Own operation Short term Medium term Long term Equal treatment and opportu - nities for all Negative actual impact Lack of equality and diversity in the workplace can limit perspec - tives, reduce collaboration, and create barriers to equal opportu - nities, potentially affecting overall team performance and employee well-being. This is considered a systemic issue, as the underrep - resentation of women in manage - ment positions reflects a broader, ongoing challenge rather than isolated incidents. • Measures for competence development, equal pay, and non-discrimination • Introduction programs, platforms for development and learning, health-promoting activities, and regular employee surveys (Cloetta engagement survey) • Leadership trainings and other initiatives to promote equal opportunities Own operation Short term Medium term Long term Working Conditions Risk Productivity loss and brand impact due to injuries or illnesses can lead to a downtime in production or the overall efficiency on offices. If not adequately managed, incidents could harm the company’s reputa - tion, affecting customer and inves - tor trust. These risks are closely linked to Cloetta’s dependency on its own workforce, as the well- being and engagement of employees are essential for ensuring opera - tional continuity and upholding the company’s reputation. • See mitigations for workplace hazards and health issues Own operation Short term Medium term Long term Cloetta’s own workforce mainly consists of employees in permanent positions, with additional groups of fixed-term and sea - sonal employees who are hired for specific periods or during peak seasons. The com - pany also engages non-employees, includ - ing contingent workers who are either self-employed or provided by third-party agencies primarily involved in employment activities. All these groups are included in the scope of the sustainability report, as they may be materially impacted by Cloetta’s operations. Within Cloetta’s production sites, Health, Safety, and Environment (HSE) managers regularly assess workplace risks to identify which groups in the workforce may be at greater risk of harm. In offices and stores, risks are evaluated with the support of HR business partners. Employees who operate or maintain machinery, handle chemicals, or work in high-pressure environments are recognized as being more exposed to risks such as injuries, chemical exposure, noise, and work-related stress. This understand - ing enables Cloetta to focus health and safety efforts on those most at risk, helping to minimize potential harm. 111Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 112
Impact, risk and opportunity management S1-1 Policies Cloetta has established policies to prioritise the well-being, safety, and work environ - ment of employees. These policies outline essential principles for creating a safe and supportive workplace that promotes phys - ical health, mental well-being, and overall safety. They guide the company’s efforts to proactively manage potential health risks, ensure a positive work environment, and continuously improve safety standards. Through these policies, Cloetta is com - mitted to fostering a relationship of trust and respect with employees, guided by collaboration with European and local works councils, as well as labour unions. The company upholds the laws and regula - tions in all countries where it operates and adheres to the ILO’s Fundamental Social Principles, focusing on key areas such as equality, freedom of association, collective bargaining, health and safety, and fair work - ing hours. The workforce-related policies include commitments to inclusion, diversity, and non-discrimination for all employees, but do not contain specific policy commit - ments or positive action measures for groups at particular risk of vulnerability within the own workforce. Engagement is supported by regular employee surveys and feedback mech - anisms, as well as ongoing dialogue with works councils and labour unions. Open channels for health and safety input are maintained, and active participation in creating a safe and supportive workplace is encouraged. For further information, see section S1-2 Engaging with own work - force. Further, channels are established for employees to raise concerns about work - place conditions, discrimination, or other issues affecting employee well-being and are committed to addressing and remediat - ing any adverse impacts in line with interna - tional standards. For further information, see section S1-3 Remediate negative impacts. Cloetta makes its central policies availa - ble to all employees and relevant stakehold - ers through multiple channels. Policies are accessible on the internal platform and are included as part of the onboarding process, where new employees receive links, assign - ments, and video introductions. In addition, employees can access handbooks and, depending on the country, may use local HR pages on the internal platform to find rele - vant policies. This ensures that all poten - tially affected stakeholders, as well as those responsible for implementing the policies, have access to the necessary information. The HR policies, health and safety policy and the Code of Conduct all relate to the identified material sub-topics related to Cloetta’s own workforce. The President and CEO and the Group Management T eam at Cloetta hold ultimate responsibility for ensuring the implemen - tation of and compliance with all company policies. Regular reviews ensure that pol - icies are effectively implemented, remain compliant with regulations, and evolve in response to changing workforce needs and feedback. For transparency and accessi - bility, the health and safety policy is publicly available on Cloetta’s website cloetta.com. Human Resources policies HR policies are aligned with the corpo - rate governance framework and cover all aspects of the employee lifecycle, including recruitment, onboarding, performance man - agement, talent and succession manage - ment, and employee engagement. The aim is to support strategy, foster a positive work - place culture, and create a performance- driven environment based on Cloetta’s core values and vision. Additionally, the policies promote respect for diversity, equity, and inclusion, valuing employees for their unique backgrounds, skills, and experi - ences. These policies are communicated to all managers within the organisation. The business lead and the HR Business Part - ner of each unit are responsible for imple - menting local HR policies. Regular reviews ensure that policies are effectively imple - mented, remain compliant with regulations, and evolve in response to changing work - force needs and feedback. Health and safety policy The health and safety policy has its founda - tion in Cloetta’s sustainability values. The aim is to build Cloetta into a sustainable organisation of engaged, motivated and healthy employees. Cloetta’s occupational health and safety objective centers on ensuring employees’ well-being through a zero-work-related ill-health vision. Key focus areas include providing safe and healthy working conditions for physical and psychological health, reducing risks to prevent injury and ill-health, continuously improving safety performance, and foster - ing a supportive, inclusive workplace free from discrimination and harassment. The policy specifically prohibits discrimination on the grounds of age, gender, ethnicity, religious beliefs, disability, and sexual orientation. The purpose is to ensure equal rights, obligations, and opportunities for all individuals in the workplace, in line with applicable laws and regulations. The policy is relevant for all people working under the Cloetta brand and/or visit Cloetta premises. For further information on Cloetta’s estab - lished health and safety management system, see section S1-4 Actions. The business lead and the HSE function of each unit are responsible for implement - ing the health and safety policy. T o further support effective implementation, it is ensured that all employees are introduced to the policy through structured onboard - ing, including dedicated e-learning mod - ules that explain its principles and practical application. Ongoing communication and individual follow-up activities reinforce awareness and understanding of health and safety requirements. Employee knowledge of the health and safety policy is periodically verified through external audits and spot checks. Code of Conduct The Code of Conduct sets out the com - mitment to lawful, ethical, and responsible business practices. Cloetta’s approach to employee well-being and labour rights is reinforced by the Code, which is aligned with internationally recognized frameworks, including the International Bill of Human Rights, the UN Guiding Principles on Busi - ness & Human Rights, and the OECD Guide - lines for Multinational Enterprises. These frameworks guide the commitment to ethical and responsible business conduct, with a strong focus on respecting and safe - guarding the rights of the own workforce. The code clearly states that discrimi - nation of any kind is not tolerated, whether based on gender, age, religion, marital status, race, social background, disability, pregnancy, ethnic or national origin, union membership, political affiliation, sexual orientation, or similar characteristics. All employment decisions are made strictly according to abilities and qualifications, ensuring a fair and inclusive workplace for everyone. All employees and representatives are expected to uphold these standards and 112 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 113
report any breaches through established channels. For more information, see page 133 in chapter G1 Business Conduct. Implementation of Non-Discrimination and DEI Policy commitments The commitments within the Non-discrimi - nation and DEI policy is implemented through a combination of formal proce - dures and ongoing initiatives. Discrimina - tion is prevented and mitigated through inclusive recruitment practices, regular awareness sessions, and clear guide - lines for job advertisements to ensure equal opportunities. Any issues identified, such as through engagement surveys or reporting channels, are addressed through a formal process where responsible man - agers review team-level results, define action plans, and take corrective action as needed. Leadership is provided with sup - port and tools to facilitate a constructive dialogue on diversity and inclusion. S1-2 Engaging with own workforce Cloetta actively fosters a workplace culture that encourages open communication, col - laboration, and professional development. Through employee surveys and feedback mechanisms, levels of employee engage - ment are assessed and insights gathered to inform policies and practices. Human Resources A key tool to continuously improve engage - ment is the Cloetta Engagement Survey, which measures the following indexes: Overall engagement, Leadership, T eam, management, e-NPS. The survey is con - ducted every second year. Managers have access to a portal where the results for their team are visible with specific focus areas. Results are shared within the team and define concrete actions to improve. Operational responsibility for ensur - ing that engagement takes place and that results inform Cloetta’s approach lies with the closest manager, supported by HR Business Partners who coach managers in this process. The most senior role oper - ationally responsible is the manager with work environment responsibility. New leaders also participate in the Leader - ship Academy, which provides targeted training to strengthen their ability to act on engagement results and fosters continuous improvement. The effectiveness of workforce engage - ment is primarily assessed through the engagement survey and key performance indicators, such as illness rates and reten - tion. Based on the survey results, manag - ers work with their teams to identify and address the three most important focus areas, which are then summarized in a central platform and presented to Cloetta’s Group Management T eam. This structured process includes the development of action plans to ensure continuous improvement and accountability. As a result, concrete actions are implemented at the team level to address identified issues, and progress on these focus areas is regularly monitored and reviewed to drive ongoing improve - ments in employee engagement and work - place well-being. Health and safety Within health and safety, the processes for workforce engagement encompass regular communication, training, and a systematic approach to health and safety responsibili - ties. T o enhance competence development, employees are provided comprehensive training programs that outline specific roles and responsibilities related to health and safety. This includes practical deployment of health and safety awareness method - ology which is designed to strengthen the overall health and safety culture. Through these processes, it is ensured that all employees understand their vital role in maintaining a safe workplace. The engage - ment processes also include regular health and safety assessments, employee feed - back mechanisms, and health and safety audits. These practices enable to contin - ually improve health and safety measures and respond proactively to any concerns raised by the workforce. Employees are encouraged to share their experiences and suggestions through various channels, including surveys and direct communi - cation with management. Furthermore, risk assessments are done for vulnerable groups to prevent these groups of being exposed to physical or psychological harm. S1-3 Remediate negative impacts Cloetta actively identifies, assesses, and remediates any adverse effects the opera - tions may have on employees and the wider community. Through established channels, employees are encouraged to raise poten - tial concerns regarding workplace condi - tions, discrimination, or any other issues affecting their well-being. Reports can be made confidentially through the dedicated whistleblower function, or directly to their line managers. An open dialogue is encour - aged, as well as fostering a culture where everyone feels empowered to speak up without fear of retaliation. However, Cloetta does not currently assess employee aware - ness or trust in the whistleblowing mecha - nism, nor are there formal evaluations of its effectiveness or stakeholder involvements in its review. For further information, see page 133 in chapter G1 Business Conduct. While Cloetta aims to address concerns and provides remedy where needed, there is currently not a formal process to assess the effectiveness of the remedies provided. 113Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 114
S1-4 Actions Human Resurces Cloetta emphasises skill development, equal pay, non-discrimination, parental leave, and mental health support, to main - tain a supportive and fair work environment where a healthy work-life balance with flex - ible working arrangements is promoted. Through various initiatives employee well- being and engagement is enhanced. These practices ensure a positive and growth- oriented workplace, where many of these are specifically designed to deliver posi - tive impacts for employees’ well-being and engagement. Programs include onboard - ing, evaluation and learning platforms, wellness activities, and regular feedback surveys. The recruitment strategy is continuously refined with tailored processes for different groups, best practices across countries, and manager training using tools like tests and self-assessments. Cloetta employs job descriptions and a rigorous selection pro - cess with interviews and tests to attract top talent. The “Cloetta T asting” introduction program facilitates a smooth onboarding experience. This global initiative includes welcome meetings, online courses, engag - ing films, and a welcome package with tasks designed to help new employees to inte - grate into the company culture effectively. The Cloetta Energy program encour - ages a healthy lifestyle through the 4B’s: Brain, Body, Behavior & Building. Locally, Cloetta organises activities focusing on for example work-life balance, sports, healthy behaviors, and ergonomics. These prac - tices apply the 70-20-10 learning model to employee development, where 70 per cent of learning occurs through practical work experiences, 20 per cent through interactions with colleagues, and 10 per cent through formal training. The formal training can take place in one of Cloetta’s academies. This includes the Leadership Academy, with tailored programs for differ - ent organisational roles: Personal Leader - ship Academy for interpersonal skills, Core Leadership Academy for first-line leaders, New Leadership Academy for emerging leaders, and Advanced Leadership Acad - emy for experienced leaders. The annual performance management process, sup - ported by the HR system, helps employees and managers review objectives and per - formance. Health and safety Health and safety efforts are structured around two main objectives. Firstly, the approach is to proactively identify and reduce health and safety risks across all work environments, from production sites to office spaces, by implementing health and safety protocols, conducting regular risk assessments, and ensuring compliance with health and safety standards. Secondly, Cloetta aims to build a strong health and safety culture across all operations, where employees are empowered with the knowl - edge, tools, and mindset to prioritise health and safety in every task. Regular training sessions, health campaigns, and engage - ment programs encourage employees to adopt health and safety practices and take active responsibility for their own well- being and that of their colleagues. Health care services are prioritised in each oper - ating country, offering accessible support for medical treatment and preventative measures. Health examinations and well - ness initiatives are part of the commitment to ensure that employees receive the necessary care to maintain their physical and mental well-being. Cloetta’s way of working is built on a con - tinuous improvement philosophy and is described in the health and safety manage - ment system, including guidelines to fulfil policies and organisation compliance obli - gations. Internal and external audits are part of a continuous improvement philosophy as well as monitoring progress through iden - tified KPIs. The health and safety manage - ment system covers all Cloetta production sites and offices. All employees, temporary personnel, consultants and visitors are part of the health and safety management sys - tem where the core is to identify hazards and risks and report all types of incidents. The processes enable employees to regu - larly submit reports on incidents, hazards, and risks through each site-specific inci - dent reporting structure. These reports are tracked and monitored within the health and safety management system. All employees have the right to stop unsafe work if they perceive a risk to themselves or others. Investigation of incidents is managed by the HSE incident and reporting process that supports us in finding the root cause and takes appropriate actions. Actions to mitigate material health and safety impacts and risks are outlined in the table below. Key measures include the implementation of a comprehensive health and safety management system, regular risk assessments, ongoing training and competence development, and strict adherence to safety protocols. Effective - ness is tracked through monitoring of safety KPIs, training completion rates, and regular health and safety audits. In the following table main actions for human resources and health and safety work are presented, both for current year and actions planned for the future. Key actions 2025 Expected o utcome Related objectives Progress and monitoring Resources allocated Pay equality analysis and preparation for new regula - tions, with a scope covering all employees within the EU. • Analysis of pay gaps and preparations for regulatory compli - ance in 2026 • Compliance with the EU Pay Transparency Act by 2026, reporting in 2027 • Pay practices are harmonized to the extent possible in previous years. Reporting is conducted annually to Group Management. International compensation and benefits team. Part of ongoing workload for the project team. Ongoing gender balance mon - itoring and reporting – inclusive recruitment practices, imple - mentation of Workday Learn - ing, covering all employees, leadership teams, job appli - cants in all geographies. • Increased aware - ness • Improved gender balance in leadership • Support progress toward DEI policy objectives and tar - gets (e.g. balanced leadership teams) • Supports DEI policy objectives • Balanced leadership teams (50/50 female/ male by 2030) • Progress tracked via engage - ment survey and KPIs, gender balance KPIs regularly shared, action plans documented and monitored • Effectiveness are ensured through quartely updates to Group management team HR Leads/BP’s and Group management team. Part of ongoing workload, with a 4x per year reporting rate. 114 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 115
Key actions 2025 Expected o utcome Related objectives Progress and monitoring Resources allocated Daily safety observations and rapid response to reinforce safe behaviors, empower teams, and provide training. Rollout of basic safety rules, hazard mapping, incident follow -up, and horizontal checks. • Improved safety culture • Reduced workplace hazards • Progress toward zero work-related acci - dents, reduced inci - dents and lost days • Supports health and safety policy objec - tives on an ongoing basis • Prevent injury and ill-health • Improve safety culture, reduced workplace hazards • New targets introduced per team level (for unsafe conditions & safe behavious) • Progress tracked via L TIR, TRIR, severity rate, etc. • Decrease in ”major” category demonstrates a safer work environment and efficiency in actions taken HSE managers and teams at each production site, sup - ported by HR Business Part - ners, are led by a central HSE function. Each line manager is responsible for workplace safety within their area. In total, 17 full-time positions are dedicated to HSE. T argeted interventions and ongoing investment in machine safety and ergo - nomic improvements. Cover - ing all employees, production sites, offices, and contractors across all geographies. See expected out - comes above. See related objectives above. See progress and monitoring above. See resources allocated above. Cloetta Energy program (well - ness, 4B’s: Brain, Body, Behav - ior & Building). Flexible working arrangements, onboarding and learning platforms, regular feedback surveys, annual performance management process, covering all employ - ees in all geographies. • Support employee well-being and engagement • Enhanced work-life balance, skill devel - opment and positive workplace culture • Supports employee well-being, engage - ment, skill develop - ment, fair treatment, and work-life balance objectives on an ongoing basis • Progress tracked via engage - ment survey, performance man - agement, and feedback surveys • Engagement survey is used to secure effectiveness, performed every other year Part of ongoing workload for the project team. Key actions planned Expected outcome Related objectives Resources allocated To strengthen leadership commitment, awareness of unconscious bias will be raised through training via Workday Learning. Implementation will take place in 2026, covering all Cloetta employees, leadership teams, and job applicants across all regions. • Raised awareness and improved gender balance in leadership • Supported progress toward DEI policy objectives and inclusion - related targets • Supports DEI policy objectives, • Part of the effort to achieve the objective of balanced leadership teams (50/50 female/male) by 2030 • Part of the effort to achieve the objective of equal pay for equal work by 2027 Will become part of HR Leads work scope. Regularly assessing the state of DEI via sur - veys and feedback. Expanding DEI training and promoting inclusive language across the organization. Covering all Cloetta employ - ees, leadership teams, job applicants in all geographies. • Raised awareness and improved gender balance in leadership • Supported progress toward DEI policy objectives and targets (e.g. balanced leadership teams, equal pay for equal work) • Supports DEI policy objectives, balanced leadership teams (50/50 female/male by 2030), equal pay for equal work by 2027 Will become part of HR Leads work scope. Reviewing talent pipelines and promotion criteria to ensure equal opportunities. Cover - ing all Cloetta employees in all geographies. • Enhanced employee well-being, engagement, positive workplace culture • Supports employee well-being, engagement, skill development, fair treatment, and work-life bal - ance objectives on an ongoing basis Will become part of HR Leads work scope. Updating policies to support work-life balance and an equitable workplace. Cover - ing all Cloetta employees in all geographies. • Enhanced employee well-being, engagement, work-life balance, positive workplace culture • Supports employee well-being, engagement, skill development, fair treatment, and work-life bal - ance objectives on an ongoing basis Will become part of HSE Leads work scope. Completing the rollout of basic safety rules and evaluating their impact. Covering all Cloetta employees, production sites, offices, contractors in all geographies. • Improved safety culture, reduced workplace hazards, progress toward zero work-related accidents, reduced incidents and lost days • Supports health and safety policy objectives on an ongoing basis: prevent injury and ill- health, improve safety culture, reduce workplace hazards HSE– managers and team at each factory. HR- BP’s as sites such as offices. These are lead by central HSE function, cur - rently three FTE’s. In addition, each line manager has a HSE responsibility for work environ - ment within their area. 115Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 116
Key actions planned Expected outcome Related objectives Resources allocated Continuing to strengthen root cause analy - sis and risk assessment processes. In mar - kets or business areas where higher incident rates or specific risks are identified, targeted actions will be planned and implemented to address these issues. Covering all Cloetta employees, production sites, offices, con - tractors in all geographies. • Improved safety culture, reduced workplace hazards, progress toward zero work-related acci - dents, reduced incidents and lost days • Supports health and safety policy objectives on an ongo - ing basis: prevent injury and ill- health, improve safety culture, reduce workplace hazards HSE– managers and team at each factory. HR- BP’s as sites such as offices. These are lead by central HSE function, cur - rently three FTE’s. In addition, each line manager has a HSE responsibility for work environ - ment within their area. T racking effectiveness and managing workforce impacts Cloetta track and assess the effectiveness of actions and initiatives primarily through managerial follow-up and key performance indicators (KPIs) measured in the engage - ment survey, which is conducted every second year. Action plans are documented in a central portal, where the current and desired states are defined and whether actions have been completed is monitored. While Cloetta does not systematically eval - uate whether the actions taken are always the most effective, progress is indicated by movement in the relevant KPIs. For exam - ple, to identify and address gaps in recruit - ment processes aimed at improving gender balance, follow-up discussions with recruit - ment agencies if candidate shortlists do not include female candidates is upheld. Cloetta is committed to ensuring that operational practices do not cause or contribute to material negative impacts on employees. As part of the DEI strategy, the plan is to introduce training on unconscious bias, microaggressions, and cultural com - petence, as well as promoting inclusive language and active listening. While these initiatives have not yet been implemented, they are planned to further strengthen Cloetta’s approach. T o ensure appropriate responses to actual or potential negative impacts on employees, several processes are executed to identify and determine the necessary actions. Depending on the nature of the issue, employees can raise concerns through various channels, includ - ing but not limited to direct manager, HR, employee representatives or the compa - ny’s whistleblower function. Each channel follows its own established flow to assess the situation and determine the appro - priate response, ensuring that concerns are addressed by the relevant function or authority within Cloetta. These activities are managed within existing resources, and no significant addi - tional investments have been necessary beyond the regular reporting activities. The management of material impacts is supported by an employee engagement platform. Managers are responsible for addressing issues, with HR providing support as needed. T rusted persons are trained for their roles and serve as confi - dential advisors, offering employees a safe and confidential space to discuss sensitive concerns such as workplace conflicts, harassment, or discrimination. T racking effectiveness and managing health and safety impacts The listed actions support Cloetta’s policy objectives of preventing injury and ill-health, improving safety culture, and reducing work - place hazards. Progress is tracked through weekly and monthly monitoring of key indica - tors such as lost time injury rate (L TIR), total recordable injury rate (TRIR), and severity rate, with results reviewed at both factory and group level. The responsibility for work environment (HSE) issues is integrated throughout the organization, with leaders and employees sharing accountability as part of daily oper - ations. Rather than increasing dedicated resources, HSE considerations are embed - ded into existing roles and processes, supported by ongoing training and com - petence development. This lean and inte - grated approach ensures that material impacts related to the work environment are managed effectively through shared responsibility and structured routines. As a result of these efforts, in 2025 Cloetta did not identify any actual material health and safety impacts that required remedy. All Cloetta’s actions in above table are ori - entated towards mitigating negative impacts and potential risks, not towards a specific case of providing remedy. Within the HSE risk assessment external developments are included when assessing if dependencies become risks. For HSE an overall risk man - agement process is in place. This overall process is currently on a high level linked to Cloetta’s double materiality assessment. 116 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 117
Targets and metrics S1-5 Targets Human Resources Achieve gender-balanced leadership teams, with 50 per cent of leadership team members being female by 2030 33% female leadership team members in 2025 Performance Cloetta remains committed to achieving gender balanced leadership teams by 2030. While the overall organisation already demonstrates a healthy gender balance, leadership levels show both solid progress and opportunities for fur - ther improvement. Middle management is nearing full balance, while senior and executive leadership continue to require targeted attention. Quarterly reporting strengthens transparency and increases awareness, and the recruitment approach consistently ensures diverse candidate pools and equal opportunity decision making. Together, these efforts are fostering inclusive, diverse, and high performing leadership teams that support Cloettas long term success. Health and safety Continue to work towards zero work-related accidents Lost Time Injury Frequency Rate LT I R 3.5 3.0 2.5 2.0 1.5 1.0 0.5 00,0 0,5 1,0 1,5 2,0 2,5 3,0 3,5 TargetX 203020252024 Outcome Ta rg et Progress against this target is measured using the Lost Time Injury Rate (L TIR), as it reflects work-related accidents resulting in lost work time per million hours worked and provides a relevant indicator of performance against the ambition of zero work-related accidents. Performance LTIR remained flat in 2025, in line with 2024 levels, and the target of 2.7 was therefore not achieved. Cloetta continues to strengthen the Safety First mind - set across the organisation by deepening the understanding of how work can be carried out safely and how accidents can be prevented. Key activities during the year included an increased focus on identifying, reducing, and con - trolling hazards and risks, as well as actively recognising and communicating both unsafe and safe behaviours. During 2025, Cloetta also enhanced project management processes by integrating hazard and risk assessments at earlier stages of planning. About the Human Resources target The target is absolute, measured as the percentage of women among all mem - bers of Cloetta’s leadership teams, and it is directly linked to Cloetta’s DEI policy objec - tives. It supports the commitment to hiring diversity, fostering balanced leadership, and ensuring equal access to advance - ment opportunities, as outlined in Cloetta’s DEI vision and objectives. It is designed to drive measurable progress toward the vision of a workplace where all employees feel valued, represented, and treated equi - tably. The scope of the target covers all of Cloetta’s own operations and applies to leadership teams across all geographies where Cloetta operates. The baseline value is 31 per cent female leadership team mem - bers, measured in the base year 2025. Interim targets for female representation in leadership teams have been established for 2025 at each leadership level, providing clear milestones to track progress toward achieving the overall 50 per cent gender balance target by 2030. The target was defined by benchmarking against other companies and participating in external training sessions to understand best prac - tices in gender balance. The methodology assumes that these external benchmarks and industry standards are relevant and achievable for Cloetta’s leadership teams. Stakeholder involvement in setting this tar - get included input and decision-making by the Group Management T eam and the inter - national HR team. Cloetta has not engaged directly with employees or unions in the process of setting or tracking the perfor - mance of Human Resources targets. About the Health and safety target The target supports Cloetta’s commitment to providing a safe and healthy work envi - ronment for all employees and individuals working on behalf of the company. The target is absolute, aiming for zero work- related accidents across all operations and geographies. The scope includes all Cloetta employees as well as non-employees work - ing at Cloetta sites. The base year for this target is 2019. The target period extends to 2030, with annual interim targets typi - cally set at a 10 per cent reduction in work- related accidents each year. These interim targets are reviewed annually and may be adjusted based on performance and organisational developments. Cloetta’s methodology for defining and measuring progress is based on estab - lished internal practices, originally aligned with ISO 45001 and GRI standards, while maintaining some company-specific defi - nitions for consistency. Cloetta is currently reviewing ESRS recommendations to ensure continued relevance and alignment. Stakeholders, including site managers and HSE managers, are actively involved in the target-setting process through regu - lar dialogue and review at each site which includes tracking performance and iden - tifying lessons or improvements at the local level. The scope of reporting was expanded in 2024 to include all commer - cial operations, in addition to production sites, to provide a more comprehensive view of work-related accidents across the entire organization. As baseline data is being established for these areas, results from 2024 and onward may not be directly comparable to previous years. This change was made to improve data completeness and align with evolving internal and external expectations. 117Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 118
Metrics S1-6 & S1-7 Workforce characteristics Employees per contract type broken down by country Total Number of Employees¹ Number of Regular Employees Number of Fixed Term Employees Number of Seasonal hours employees Number of Contingent Workers Country 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Sweden 734 747 684 696 33 37 - - 17 14 Slovakia 697 702 610 631 65 69 - - 22 2 The Netherlands 471 510 408 432 23 26 - - 40 52 Finland 280 296 191 208 19 11 66 75 4 2 The UK 208 208 206 207 2 1 - - - - Belgium 118 117 108 108 - - - - 10 9 Denmark 158 144 154 136 2 6 - - 2 2 Ireland 62 68 48 52 14 16 - - - - Norway 28 29 28 28 - - - - - 1 Germany 12 11 12 11 - - - - - - Italy 3 3 3 3 - - - - - - Other 6 7 4 4 - - - - 2 3 Total 2,777 2,842 2,456 2,516 158 166 66 75 97 85 Source: Workday 1) Headcount used as data compilation methodology for employees and for workers that are not employees. Reference ESRS 2, SBM-1 disclosure paragraph 40; headcount of employees by geographical area. See Note 6 on pages 158–159 for average number of employees per country. Employees per contract type broken down by gender 1 Female Male Other² Not disclosed Total Contract type 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Number of employees 1,520 1,554 1,257 1,288 - - - - 2,777 2,842 Number of regular employees 1,348 1,369 1,110 1,147 - - - - 2,458 2,516 Number of fixed term employees 90 100 68 66 - - - - 158 166 Number of seasonal hours employees 52 61 14 14 - - - - 66 75 Number of contingent workers 30 24 65 61 - - - - 95 85 Source: Workday 1) Headcount used as data compilation methodology for employees and for workers that are not employees. Reference ESRS 2, SBM-1 disclosure paragraph 40; headcount of employees by geographical area. See Note 6 on pages 158–159 for average number of employees per country. 2) Gender as stated by the worker. Employee turnover # % ¹ Turnover 2025 2024 2025 2024 Total employee turnover 551 584 20 21 Source: Workday 1) Turnover rate calculation based on average number of employees and total number of employees who left during the year. 118 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 119
S1-9 Diversity metrics Female Male Other² Gender distribution management¹ # % # % # % 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Board of directors 3 3 43 43 4 4 57 57 - - - - Group management Team 3 2 2 22 20 7 8 78 80 - - - - Managers 144 152 45 44 175 193 55 56 - - - - Source: Workday 1) Headcount used as data compilation methodology for employees and for workers that are not employees. 2) Gender as stated by the worker. 3) Top management refers to the managerial level directly below the administrative and supervisory bodies and consists of the Group Management Team. # % Employee age distribution¹ 2025 2024 2025 2024 <30 years 447 463 17 17 30–50 years 1,328 1,379 49 50 >50 years 907 915 34 33 Total 2,682 2,757 100 100 Source: Workday 1) Only employees are counted; contingent workers are excluded Comments on data In March 2025, Cloetta announced updated strategic priorities and financial targets geared for profitable growth, followed by the announcement in April 2025 to change the structure and Group Management to support the new strategic priorities. The expectations were that the changes resulted in a reduction up to 100 positions across Europe by year end 2025 (and full effective in the first quarter of 2026). By year end 2025, the actual number of head - count deduction is 75. S1-14 Health and safety KPI Category 2025 2024 Number of fatalities¹ Employees 0 0 Non-employee workers 0 0 Number of lost days from work Employees 296 457 Number of recordable accidents² Employees 231 194 Non-employee workers 0 9 Total TIR rate³ Employees 56.9 48.1 Source: CEMAsys 1) Refers to fatalities resulting from work-related injuries and fatalities resulting from work-related ill health. Includes both Cloetta employees and other workers present on Cloetta’s sites- such as contractors, visitors, and consultants- all of whom are reported under “non-employees” in the table. 2) Number of recordable accidents (REC) includes first aid accidents (FA) and lost time accidents (L TA). REC refers to work-related injuries requiring external medical treatment beyond first aid. FA refers to injuries requiring self-treatment or treatment by a qualified first aid provider. L TA refers to injuries resulting in lost workdays, starting from the next scheduled working day. 3) TIR: LTA´s + REC + FA x 1000.000/worked hours for the same period. Comments on data Health and safety performance remained broadly stable compared to the previous year. The number of lost time accidents was unchanged year-on-year and targets were not fully met, while manufacturing showed improvement with fewer lost time accidents, reflecting a continued focus on safety culture and risk reduction. The severity of accidents decreased significantly, driven by less serious incidents and a more systematic approach to risk manage - ment. Recordable accidents increased compared to previous year, which impacted some injury rates, partly reflecting the expanded scope of company-wide reporting introduced in the prior year. No recordable accidents involving non-employees were reported. Continued efforts are underway to strengthen preventive reporting and improve incident reporting processes. 119Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 120
Accounting principles Human Resources Cloetta’s workforce data is reported based on headcount as of 31 December 2025. Data covers demographics, employment types, and turnover rates. Data is primarily gathered through centralised HR system, ensuring consistent management. If data is unavailable in the system, it is sourced from local HR or payroll systems. All changes, including hires, role updates, and termina - tions, are recorded, approved, and updated in the HR system. HR system are business process-oriented, with all changes reviewed and approved by designated function hold - ers. Data integrity is ensured by extracting information directly from the HR system using predefined reports. Exclusions or limitations in employee data reporting may occur in regions or employee categories where data is unavailable or when estimates or assumptions are necessary due to data collection constraints. The same definitions are used for differ - ent employment types: • Regular employment refers to permanent or indefinite-term positions. • Fixed-term employment is for a specific duration or assignment, including internships. • Seasonal employees are hired for tem - porary work with non-guaranteed hours, typically during peak seasons. • Contingent workers (also known as non-employees) are (co-)workers con - tracted via agencies, consultancy organi - sations, or self-employed individuals hired to fulfil specific assignments. Headcount numbers are reported for the different employee characteristics. A total breakdown per country shows both head - count and FTE. Headcount is defined as the total number of individuals employed by Cloetta. FTE is defined as the number of hours worked by an employee divided by the number of hours considered full-time for a given period at the entity and country where the employee works. Data is retrieved by the Head of Com - pensation & Benefits, who is also the func - tional owner of the HR Information System and has full access to all data. The data is reviewed by the HR Director. Data is not reviewed by any external third party other than auditors. Health and safety Cloetta collects and reports health and safety data for production sites, offices, and stores in accordance with internal definitions outlined in the Central HS KPI Reporting document. Data is measured and reported monthly at the local level and consolidated at the group level to ensure accuracy and reliability. Employees are defined as individuals who work for Cloetta under an employ - ment contract (written, verbal, or implied), in exchange for compensation such as wages, salary, or benefits. Non-employees are indi - viduals who perform work for Cloetta but do not have an employment relationship with that organization. Non-employees are engaged through agencies, consultancy, contractors (e.g., construction work), value chain workers (e.g., truck drivers loading/ unloading at Cloetta premises) or self- employed. Data covers all individuals present at Cloetta premises, including employees, temporary workers, consultants, contrac - tors, supply chain workers and visitors. Cloetta does monthly reporting for production sites and offices and annual reporting for aggregated data. Estimated or calculated data is used when actual data is unavailable and is clearly flagged in the reporting system. These estimates are replaced by actual figures once available. Verification follows the four-eye principle at both local and group levels. Additionally, third-party audits are conducted annually in the fourth quarter by external consultant company. Data is monitored on a rolling 12-month basis, with real-time KPI tracking enabled through daily transfers from the reporting system. The reporting uses number of worked hours. Worked hours are sourced from time and attendance systems. Where unavailable, calculations are based on FTEs and average hours. The following definition is used for FTE = the number of hours worked by an employee divided by the number of hours considered full-time for a given period at the entity and country the employee is working for. All data is tracked for employees and non-employees and reported into the data reporting system. Governance and Accountability Central HSE oversees reporting and per - formance monitoring. Group Management T eam reviews KPI performance and reports to the Board. Incident investigations follow the HSE Alert Process for L TAs, serious near misses, and environmental incidents. Corrective actions are defined with clear deadlines, resources, and responsibilities at both local and central levels. Monthly data is summarized in the CEMAsys software system no later than the second T uesday of each month. Reporting follows the four eye principle: two people verify the data before submission, one of whom is the responsible consultant at CEMAsys. Third party audits are performed by external consultants for all health and safety data during the fourth quarter of the year. 120 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 121
S2 Workers in the value chain T o respond to sustainability challenges and fulfill Cloetta’s overall sustainability agenda, it is essential to take care of the people involved in the production of the products. This responsibility extends beyond the production sites and offices. Engaging in partnerships and collaborating with organisations enables support for farmers and helps improve living conditions throughout the supply chain. Approach and strategy SBM-3 Strategy and business model The physical and mental well-being of indi - viduals throughout Cloetta’s value chain is fundamental to operations and is essential for maintaining trust with all stakeholders impacted by these activities. The interests and rights of value chain workers, particu - larly in raw material production such as cocoa and palm oil, can be affected by the business. Their perspectives are regularly considered through stakeholder engage - ment, supplier dialogue, and multi-stake - holder initiatives. These insights inform strategy, responsible sourcing, and certifi - cation efforts. Recognized risks include low wages, health and safety issues, and child or forced labour in high-risk regions. These risks are addressed through risk manage - ment and due diligence, for example by certifying products with Rainforest Alliance and the Roundtable on Sustainable Palm Oil (RSPO), as well as through targeted actions such as requiring supplier certifications, requesting signed Supplier Code of Con - duct, distributing supplier questionnaires, and collaborating with partners and NGOs. Value chain workers who may be mate - rially impacted by Cloetta’s activities are included in the disclosures on pages 72–73. The greatest risks are found upstream, particularly among farmers in the supply chain, while risks closer in the value chain, such as tier 1 suppliers, customers, and transporters, are significantly lower. T ypes of value chain workers potentially subject to material impacts include farmers (value chain), factory workers (own and agency staff), transporters and third-party packing unit workers. A range of social risks has been identified in the raw material supply chains, including risks related to working conditions, inadequate wages, human rights violations, and child labor. These risks are particularly relevant for raw materials such as gum arabic, cocoa, and palm oil. No actual cases of material negative impacts on value chain workers were identified during the reporting period. Certain groups, such as children and those in high-risk countries, may be at greater risk of harm, especially where poverty is widespread and children may work instead of attending school. At this stage, Cloetta has not under - taken direct engagement or specific activi - ties to further identify or gain insight into the perspectives of vulnerable groups, beyond this initial assessment. In line with international standards, Cloetta is guided by the International Bill of Human Rights, the International Labor Organization’s (ILO) Core Conventions, and the UN Guiding Principles on Business & Human Rights. As a signatory of the UN Global Compact, Cloetta also supports the OECD Guidelines for Multinational Enter - prises. These frameworks guide activities, ensuring operations are conducted ethically and responsibly, with a particular focus on preventing and minimizing nega - tive impacts on people directly or indirectly affected by the business. Cloetta plays an active role in collaborating with partners and organisations to improve living con - ditions throughout the supply chain. This approach is embedded in the company’s Sustainable Sourcing initiative, a core ele - ment of the sustainability agenda. Efforts are made to minimise negative impacts by engaging proactively with stakeholders, including suppliers, farmers, and local com - munities. Through ongoing dialogue and collaboration, practices are continuously improved and any potential impacts arising from operations are actively addressed. Activities include ensuring compliance with human rights standards, including child and forced labor, maintaining ethical working conditions, and supporting a living income throughout the supply chain. Various part - nerships allow the commitment to ethical practices to extend beyond Cloetta’s own facilities, ensuring that these values are reflected across the value chain. 121Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 122
Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon S Workers in the value chain Working conditions Negative actual impact Working conditions and other work-related rights impacts includ - ing inadequate wages may arise in procurement of raw materials like cocoa and palm oil from high-risk regions. • Sourcing 100 per cent certified palm oil (RSPO) and cocoa (Rainforest Alliance) • Collaborating with industry initiatives such as World Cocoa Foundation and our Kolo Nafaso Shea program Upstream Short term Medium term Long term Other work- related rights Negative actual impact Child and forced labour may occur in supply chains, particularly in agriculture and cocoa production, contributing to human rights viola - tions. Vulnerabilities tied to poverty and weak local institutions vary by market. • Enhancing supplier performance through our Sustainable Sourcing initiative Upstream Short term Medium term Long term Impact, risk and opportunity management S2-1 Policies Cloetta has established policies to ensure that suppliers adhere to ethical, environ - mental, and social standards throughout the supply chain. Cloetta Supplier Code of Conduct outlines the minimum require - ments to ensure that our supply chain part - ners respect human rights, establish good labour conditions, ensure ethical business practices and continuously improve their environmental and health and safety performance. A standalone human rights policy has not previously existed, but human rights considerations have been addressed through existing policies covering areas such as working conditions, non-discrim - ination, business ethics, and responsible sourcing. T ogether with compliance with relevant legislation and international stand - ards, these frameworks have ensured that human rights considerations are integrated into operations. In 2025, Cloetta began developing a dedicated standalone human rights policy, which is expected to be final - ised and implemented across the organi - sation in 2026, further strengthening the company’s approach to human rights. The President and CEO and the Group Management T eam at Cloetta hold the ultimate responsibility for ensuring the implementation of and compliance with the Supplier Code of Conduct. For transparency this Code is also publicly available on Cloetta’s website cloetta.com. Supplier Code of Conduct The Supplier Code of Conduct addresses key risks for value chain workers, includ - ing child and forced labour, discrimination, harassment, inadequate wages, excessive working hours, lack of freedom of asso - ciation, and unsafe working conditions. It explicitly prohibits human trafficking, forced or compulsory labour, and child labour. The Code also requires suppliers to ensure that no child labour occurs at their own or their subcontractors’ sites. It also covers envi - ronmental risks and requires suppliers to have grievance mechanisms. The Code applies to all suppliers, sub-suppliers (tiers 1–3), co-manufacturers, and their workers across the supply chain, including produc - ers, manufacturers, and third-party packing units. Stakeholder input from suppliers, workers, and business reviews informs policy updates and implementation. Compliance with the Supplier Code of Conduct is evaluated as a key part of the supplier selection process. The Code sets out minimum standards of ethical and responsible conduct, which all suppliers are expected to uphold in both intent and action. The Code aligns with the UN Global Compact, ILO core conventions, Universal Declaration of Human Rights, and the Ethical T rading Initiative’s base code, and recommends SEDEX/SMET A participa - tion. No cases were identified during the reporting period where the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises were not respected in Cloetta’s value chain. Suppliers are expected to be trans - parent and maintain an open dialogue regarding any challenges encountered in their operations. Cloetta engages with key suppliers through regular dialogue and quarterly business reviews, during which responsible buyers discuss areas for improvement, quality, and sustainability. Suppliers are required to have effective grievance mechanisms in place, and clear expectations are set for strong health and safety practices as well as robust due diligence—an area further strengthened by EUDR, which has improved insight and risk follow-up. Cloetta’s Whistleblower service and policy also apply to suppliers and business partners. For further details, see page 133 chapter G1 Business Conduct. 122 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 123
S2-2 Value chain workers engagement Cloetta engages with suppliers and part - ners through various mechanisms, such as surveys and questionnaires, and open com - munication channels, which help us gather insights into working conditions, labour rights, health and safety standards. Key suppliers receive a sustainability survey every two years, and responsible buyers conduct quarterly business reviews with key suppliers. Direct dialogues and addi - tional surveys are carried out as needed, for example in connection with EUDR compliance. Furthermore, different part - nerships include collaboration with sup - pliers in agricultural sourcing to promote sustainable farming practices and worker welfare. Through partnerships with third- party organisations and NGOs, outreach is extended to farmers and workers for the raw materials used. Through selected certification programmes or other collab - orations, efforts are made to enhance agri - cultural practices that protect biodiversity, uphold community welfare, and ensure fair labour standards. Initiatives also include training programmes that encourage sustainable farming methods, advocate for fair working hours and a living income, as well as empower women. Cloetta’s partners continuously evaluate and track progress through on-the-ground visits, audits, and local engagements, which assess the effectiveness of these initiatives. If risks or breaches are identified, corrective actions are implemented in collaboration with sup - pliers. Operational responsibility for ensur - ing supplier engagement and for ensuring that results inform Cloetta’s approach lies with the Procurement Director. S2-3 Remediate negative impacts Cloetta’s whistleblower service allows both employees and external stakeholders to report cases of suspected serious mis - conduct within the company, particularly regarding actions that would go against ethical values, policies, or applicable laws. This service serves as a risk-reduction tool and supports ethical business standards by providing a secure, confidential channel for reporting suspected issues without fear of retaliation. For more details, see page 133 in chapter G1 Business Conduct. Cloetta engages with value chain workers primarily through regular and direct dialogue with suppliers, including ongoing business reviews where risks, concerns, and working conditions are discussed. This approach supports the identification and manage - ment of potential and actual impacts on value chain workers. T o ensure value chain workers can raise concerns, Cloetta pro - vides an accessible whistleblower service for all, referenced in multiple locations, and requires suppliers to have grievance mechanisms in place. Issues raised through these channels are tracked and addressed by relevant functions within Cloetta, with follow-up actions taken as needed to resolve concerns. While mechanisms are in place to raise concerns, there are not yet established formal processes to evaluate the effectiveness of these channels, assess the awareness or trust of value chain work - ers in them, or systematically involve value chain stakeholders in their review. Through our Rainforest Alliance and RSPO certifi - cations, Cloetta relies on ethical aspects being monitored and managed by the respective certification schemes. S2-4 Actions Cloetta carries out a range of both pro - cess-based and targeted activities to enhance understanding and to identify and manage working conditions across its value chain. When a material actual or potential negative impact on value chain workers is identified, Cloetta determines appropriate and effective actions by analysing the spe - cific risks and their geographic context, and by seeking to support or initiate projects that directly address the identified risks in the relevant parts of the value chain. Managing suppliers Supplier relations are based on the princi - ples of Cloetta’s Supplier Code of Conduct. For suppliers that provide direct material, requirements relating to product quality and food safety are set out in the Cloetta Quality Agreement. Suppliers are obliged to adhere to these governance documents and report any changes in their operations that may lead to deviations from original agreements. Relationships with suppliers is managed through the Supplier Code of Conduct, regular monitoring, and close col - laboration between the sustainability and procurement teams to ensure that Cloetta’s own practices do not cause or contribute to material negative impacts on value chain workers. For further details, see page 133 chapter G1 Business Conduct. Screening and approval process of new suppliers Potential new suppliers undergo a screen - ing process, where the procurement department issues a questionnaire that includes sustainability-related questions to evaluate the supplier’s maturity and prac - tices in these areas. Suppliers must provide detailed information and documentation on their health, safety, and environmental practices to ensure compliance with Cloet - ta’s sustainability standards. The submitted materials are evaluated and approved only if they meet Cloetta’s requirements. Monitoring of suppliers Suppliers are monitored based on risks related to procurement volume, procure - ment spend, product category, as well as geographical and social risks, and their own performance over time. The objective is for suppliers to continuously improve their performance. A questionnaire is shared with selected suppliers, to assess adher - ence to the Supplier Code of Conduct and related criteria, verifying that required doc - umentation is in place and enabling correc - tive action if non-conformities arise. They are obligated to take action to respond to the requirements of the Supplier Code of Conduct, and to incorporate the principles of the code into their own operations. Supplier relations are followed up through regular dialogue and evaluations. T o ensure all documents for existing suppliers are valid there is an established process for follow-up on certificates and policies. 123Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 124
Partnerships Cloetta continuously identifies and assesses potential human rights risks and impacts on employees, contractors, as well as people within the supply chain. These risks are identified based on infor - mation from impact assessments, internal and external experts, and other relevant sources. Through risk assessments, ingre - dients have been identified that are sourced in countries with historical instances of human rights breaches. T o safeguard the sustainability of the supply chain, proactive steps are being taken to address identified risks together with suppliers. Through partnerships with NGOs and suppliers, out - reach extends to the people growing the raw materials. Cloetta has chosen to take part in several international initiatives to mitigate the risk of human rights incidents in the value chain. The table below presents the main actions for the current year as well as actions planned for the future. Activities are designed in line with the targets and objectives defined in Cloetta’s governing documents, specifically supporting the human rights–related objectives of the Supplier Code of Conduct. All activities aim at addressing negative impacts and are not associated with any specific case or remedial need. Key action 2025 Expected o utcome Stakeholder effects Progress Biennial sustainability surveys to key suppliers with focus on high risk raw materials (e.g. cocoa, palm oil, gum arabic) in Cloetta’s global supply chain. • Improved insight into working conditions • Supported labour rights in the value chain • Health and safety stand - ards in the supply chain Focus on analysing human rights compliance to establish a foundation for discussions with suppliers and to support or initiate projects that directly address identified impacts within the relevant parts of the value chain. Action is performed biannually. In the 2025 round, the focus was on improving the response rate, with responses obtained from all high-risk suppliers except one (awaiting completion). 96 per cent response rate for the campaign 2025. Quarterly business reviews with responsible buyers and key sup - pliers. • Continuous improvement in supplier performance • Identification of risks and areas for improvement Focus during the period has been on collecting supplier responses and managing deviations from established requirements. Supply chain management upheld through quarterly distribution of the questionnaire and reviews of key suppliers, along with engagement as needed. To date, no supplier has been excluded from the scope due to non-compliance. Direct ongoing engagement with suppliers for EUDR compliance includes training, risk assessments, and follow-up. The scope covers suppliers of raw materials associ - ated with deforestation risks. • Compliance with EU Deforestation Regulation; reduced deforestation risk • Enhanced due diligence and traceability Cloetta will only purchase products from suppliers who, after a full due diligence assessment in accordance with the EUDR, confirm that there is no risk, or only a negligible risk, that the relevant commodity originates from areas affected by deforestation, and where the rights of indigenous peoples are respected. Activity is not aimed at providing remedies. Currently in the stage of setting the process. Ongoing participation in industry initiatives (e.g. World Cocoa Foundation, Kolo Nafaso shea program), the scope covers cocoa, shea, and other high-risk raw material supply chains for Cloetta. • Improved living conditions • Empowerment of women • Sustainable farming • Direct trade and traceability Membership in a sector-wide organiza - tion aimed at improving farmer income, combating child labor, and addressing deforestation. First year for Cloetta membership, progress is not measured for 2025. Launch of a livelihood initiative project, focused on cocoa farmers in high-risk sourcing countries. • Monitoring and prevention of child labour • Improved living conditions The program focuses on strengthening cocoa cooperatives to prevent child labor and uphold human rights through better governance, local collaboration, and economic resilience. Project approval in 2025. The project is set to begin in 2026 and run through 2027. Key actions planned Expected outcome A livelihoods initiative planned to be initiated during 2026 and finished in 2027. Project approval in 2025 and the scope covers cocoa farmers in high-risk sourcing countries, Bossematié, Ivory Coast. • Improved living conditions • Monitoring and prevention of child labour • Program focus on strengthening cocoa cooperatives to prevent child labor and uphold human rights through better governance, local collaboration, and economic resilience New targets will be set for 2026 to further strengthen the management of working conditions across the value chain, supported by measurable indicators to enable quantitative progress tracking across Cloetta’s global supply chain. • Clear strategy • Measurable indicators • Monitoring progress A human rights policy will be formed in 2026, covering Cloetta’s global supply chain. • Sets direction and framework • Supports future target implementation 124 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 125
No cases of severe human rights issues have been reported in Cloetta’s value chain during 2025. Main resources involved in above actions include Cloetta’s sustainabil - ity and procurement department, with sup - port from dedicated trainings, compliance exercises, external consultants and part - ners and IT department. Internal resources primarily carry out work as part of their ongoing workload. Funding for the actions is provided within the budgets allocated to leaders of specific sustainability initiatives. For investments or expenditures of a more specific nature, targeted financing may be applied; however, no such cases occurred during the year The company continuously monitors developments in regions where it depends on key suppliers to assess whether such dependencies could pose a risk. The value chain workforce-related risk assessment process is embedded in procurement risk processes and further integrated into overall Cloetta risks, with the Group Management T eam being informed on a regular basis about the overall risk pic - ture. At this point Cloetta does not fully ensure that processes to provide or enable remedy in the event of material nega - tive impacts are available and effective in their implementation and outcomes. Incidents where remedy may be required are managed on a case-by-case basis and escalated to senior management for appropriate action. S2-5 Targets Maintain existing partnerships and initiate a new collaboration to improve living conditions in our supply chain by 2025. Performance Cloetta maintained existing partnerships and established a new collabo - ration. Support continues through the Kolo Nafaso programme, which promotes sustainable shea sourcing and women’s livelihoods, and Cloetta joined the World Cocoa Foundation to contribute to coordinated industry efforts on labour practices and farmer resilience. A new partner - ship with Rain forest Alliance has been approved and will commence in 2026, focusing on the prevention and remediation of child labour in the Bossematié cocoa-growing region in Côte d’Ivoire. About the target The target is aligned with Cloetta ´ s policy objectives on human rights and working conditions, supporting the Supplier Code of Conduct and international standards such as the ILO Core Conventions. It is currently qualitative and process-oriented, focusing on establishing and sustaining collabo - rations that drive improvements for value chain workers. The target scope covers specific raw materials in high risks sourcing countries, with emphasis on regions and suppliers where risks to workers’ rights are most significant. The target has a 2024 baseline, no formal milestones or interim targets have yet been set. These will be defined as measurement approach are further refined. The target is based on risk analysis, supplier assess - ments, and stakeholder dialogue, using international guidelines and the assumption that partnerships are effective for driving change. Stakeholders, including suppliers, industry initiatives, and NGOs, have been engaged through dialogue and joint forums in the target-setting process. No significant changes to the target or measurement methodologies have occurred during the reporting period. T o date, value chain work - ers and their representatives have not been directly involved in setting, tracking, or evaluating the target, but the need to strengthen this engagement through future consultations, feedback mechanisms, and collaboration with unions and NGOs has been acknowledged. As this target is closed in 2025 a new target will be set in the coming period, con - tinuing the work and strategy in this area. In connection with this, measurable indicators are being introduced to enable quantitative tracking going forward. 125Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 126
S4 Consumers and end-users Cloetta’s consumers are at the centre of the business. Innovating for the future is a key success factor for staying in tune with changing demands. By responding to different preferences and needs, the company aims to ensure the accuracy and significance of the product range. The commitment extends not only to meeting diverse tastes and preferences but also to maintaining high standards of safety, quality, and transparency in all products. Approach and strategy SBM-3 Strategy and business model Consumers increasingly wish to satisfy their individual needs. This means that they want the option of both choosing products and having access to products and services that are individualised and can be adapted for different occasions. Cloetta strives to build trust by providing clearly labelled ingredients, responsibly sourced materials, and products that align with evolving health expectations. This commitment is integrated into the sustainability agenda, ensuring that the approach to consumer safety, product quality, and transparency is supported by targeted initiatives. Impact on consumers Cloetta acknowledges that it may have an impact on consumers’ health and safety, given that the products are consumed by people and that sugar has a documented adverse effect on health. Certain products within Cloetta’s portfolio also contain elevated levels of fat, presenting potential health risks. The primary impact associ - ated with a high fat intake include weight gain and obesity due to the resulting calorie consumption. Other impacts of consuming products high in sugar could include tooth damage, both through the direct effects of sugar on dental health and by chewing on hard pieces. Over the past decade, efforts have focused on reducing sugar and calo - ries in the products, supporting World Health Organization (WHO) recommendations to limit added sugar intake. This approach helps consumers make balanced choices for themselves and the environment by con - centrating on key areas such as creating products with less sugar, launching sugar- free options, enhancing portion messaging, implementing responsible marketing, and developing products with lower carbon foot - prints through ingredient reformulation. Quality management and product safety T o control quality and food safety risks and enhancing consumer satisfaction, all Cloetta plants have stringent quality and food safety management systems in place which include Good Manufacturing Practices (GMP) standard, comply with food safety regula - tions and are certified according to BRCGS international Food standard. Cloetta has a central Food Safety team appointed to safe - guard the business against external food safety risks. This team is responsible for monitoring emerging food safety challenges within supply chains and keeping up to date with new food safety regulations. 126 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 127
Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon S Consumers and end - users Personal safety of consumers and/or end-users Negative actual impact High sugar content in products is linked to health issues like obesity and diabetes, which can affect consumers- particularly children and adults who regularly enjoy sweets. Some products also contain higher levels of fat, which may influence overall dietary balance. Regular consump - tion of sugary products can impact dental health, by increasing the risk of cavities. These impacts are considered wide - spread and systemic, as they can affect a broad range of consumers across all mar - kets where Cloetta’s products are sold, rather than being limited to isolated inci - dents or specific business relationships. • Provide information about product content and cal - ories • Develop lower-sugar and sugar-free product options. • Promote dental health alongside confectionery offerings • Individuals under the age of 13 are not targeted by marketing efforts • Focusing on developing products with functional ingredients that are benefi - cial for consumers Downstream Short term Medium term Long term All consumers of Cloetta’s products are included in the scope of the sustainability report, as they may be materially impacted by the company’s products and activities downstream in the value chain. An enhanced understanding has been devel - oped of how consumers with particular characteristics, or those using specific products, may be at greater risk of harm, based on a combination of desk-top analy - sis and interviews conducted as part of the double materiality assessment process. Impact, risk and opportunity management S4-1 Policies Cloetta has established several policies to ensure that the operational work within the organisation is aligned with ambitions and strategy. The responsible marketing policy and the food safety and quality policy both relate to the identified material sub-topic related to consumers and end-users. While the policies are aligned with laws and indus - try standards, they do not currently include explicit commitments or references to inter - national human rights frameworks, nor do they explicitly describe specific mechanisms to provide or enable remedy for human rights impacts related to marketing practices as well as food safety and quality. This is because Cloetta has not identified a link between identified negative impact on con - sumers and end-users and Human Rights. Furthermore, no cases of non-compliance with such frameworks involving consumers or end-users are known or have been reported in the downstream value chain. The President and CEO and the Group Management T eam at Cloetta hold ultimate responsibility for ensuring the implemen - tation of and compliance with the respon - sible marketing policy and the food safety and quality policy. For transparency, the Responsible marketing policy is publicly available on Cloetta’s website cloetta.com. Responsible marketing policy Cloetta is committed to responsible mar - keting, guided by the responsible market - ing policy, which ensures that practices reflect the dedication to ethical standards and positively influence the communities Cloetta serve. Through this policy, trans - parency, fairness, and integrity in all mar - keting efforts are prioritised, reinforcing the position as a positive role model within the industry. The responsible marketing policy is consistent with current legislation in countries in which Cloetta is present. The guideline also considers industry- specific agreements such as the International Chamber of Commerce (ICC) framework for responsible food and beverage commu - nications, the EU Pledge and the European Brands Association. It is ensured that all relevant employees are informed of the policy. Existing and future media and creative partners are trained to adhere to the responsible marketing policy. The policy is reviewed annually, and adjustments are made if necessary. The responsible marketing policy applies to all of Cloetta’s marketing activities and communications across all markets where Cloetta operates. The policy specifically covers marketing directed to consumers, with measures to protect children under 13 years of age by not targeting this group in advertising, promotions, or product placements. Exclusions include sugar- free chewing gum, xylitol pastilles/mints, pack - aging, and point-of-sale materials. The policy also requires third parties licensing Cloetta’s brands to adhere to these stand - ards. Key stakeholder groups include adult consumers and those making household purchasing decisions, such as parents or guardians. The policy applies to all con - sumers, with guidelines in place to protect children under 13 years of age by not direct - ing marketing communications or product promotions to this group. Food safety and quality policy Cloetta’s food safety and quality policy is integral to the company ´ s sustainability agenda. The company is dedicated to delivering high-quality products that are safe, authentic, transparently labelled, and 127Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 128
compliant with legal and customer require - ments. Central to this commitment is a cul - ture of food safety and quality, where every employee understands their responsibili - ties and feels empowered to uphold these standards. The comprehensive manage - ment system, grounded in risk assessment and continuous improvement, includes adherence to GFSI-recognised food safety standards, collaboration with compliant suppliers, and proactive engagement with consumers’ and customers’ feedback. The policy applies to all customers and consum - ers of Cloetta products, without limitation to specific groups. S4-2 Consumer engagement Cloetta actively engages with consumers to ensure their needs, preferences, and concerns are incorporated into business practices. Through a variety of channels, including surveys, focus groups, and direct feedback mechanisms, insights are gath - ered on consumer expectations related to product safety, quality, sustainability, and ethical business practices. This feedback is systematically analysed and integrated into the product development and market - ing strategies to enhance transparency and align the offerings with consumer demands. Consumer engagement efforts also help identify emerging risks and opportunities in areas such as health, environmental impact, and social responsibility, enabling continu - ous adaptation and improvement. Cloetta continuously monitors consumer trends to enhance product development, using insights from market analysis to shape new concepts. The innovation team develops and tests prototypes, collecting feedback from a dedicated consumer panel to ensure the products meet customer expectations. This feedback informs recipe adjustments, enabling optimisation of products before launch. Cloetta continues to strengthen the commitment to natural ingredients reducing artificial substances, aligning with health and wellness trends. Consumer engagement at Cloetta is ongoing, with feedback and complaints received by Consumer Service reviewed and responded to promptly, while the Quality & Food Safety function investigates and monitors complaints on a regular basis to identify preventative actions and initia - tives for improvement. Additionally, focus groups and consumer panels are used regularly during product development. The Innovation, Marketing, and Research func - tions, led by the Chief Marketing Officer, are responsible for ensuring that consumer engagement takes place and that insights are integrated into decision-making. The effectiveness of engagement is assessed by monitoring trends in consumer feed - back and setting annual internal targets to reduce the number of complaints. Insights from these activities have led to tangible outcomes, such as adapting recipes and product assortments to better meet local consumer preferences and updating inter - nal guidelines based on consumer input. Cloetta considers the needs of vulnerable groups primarily through precautionary measures, such as excluding children from consumer testing of sugar-based products, applying a choking policy in product design, and following responsible marketing guidelines. Although direct engagement with children or other vulnerable groups is not conducted, research into health-related needs, such as reduced-sugar options, helps inform future innovation. S4-3 Remediate negative impacts Cloetta has established processes to monitor and respond to potential concerns regarding product quality, safety, or other issues impacting consumer well-being. Consumers can communicate their feed - back or concerns through dedicated chan - nels, making sure that their voices are heard and appropriate corrective actions are taken. Consumer issues are tracked and monitored through dedicated feedback systems, including input from social media. All cases are categorized, prioritized, and followed up according to internal proce - dures. Regular analyses are conducted to identify trends and areas of improvement. Consumers are indirectly involved in the process, as their feedback forms the basis for corrective actions and improvements. Cloetta regularly evaluates consumer contact points in one of the markets to assess whether consumers are aware of and trust this channel for raising concerns. Other markets are preparing to implement similar evaluations at a later stage. Consum - ers are provided with the option to submit feedback anonymously, which helps pro - tect their identity and offers an additional safeguard against potential retaliation. There is no explicit policy stating non retal - iation for consumers and end-users, how - ever the whistleblower policy covers all external stakeholders and can be used by consumers. Cloetta supports the availability of feed - back channels by enabling consumers to raise concerns through in-store channels. Additionally, feedback from retailers is for - warded into internal systems for follow-up, ensuring that input from business relation - ships is systematically managed and addressed. When a concern or complaint is received, it is carefully assessed to deter - mine the nature and potential impact of the issue. Cloetta follows a structured approach to investigate incidents, identify root causes, and implement corrective and preventive actions to protect consumers and continu - ously improve its products and processes. In cases where consumer safety may be at risk, there are processes to withdraw or recall products from the market as needed. Remedies may include product with - drawal, recall, or replacement, and, where appropriate, compensation in line with local policies and legal requirements. Compen - sation practices and remedies may differ by country, and in some cases, certain risks are considered intrinsic to the product and may not be compensated. In cases involving consumer injury, the matter is handled in accordance with local laws and may involve legal review. The majority of consumer claims and complaints are managed by the Consumer Service Centre, which is responsible for initial assessment and resolution, including determining the type of compensation or remedy to offer within established thresh - olds. If a case involves a potential legal risk, significant liability, or exceeds defined financial thresholds, the Legal department 128 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 129
is engaged to support risk assessment and decision-making. For complex disputes exceeding further financial thresholds, approval from the Group Management T eam or the Board may be required, in line with Cloetta’s legal policy and the Approval and Authorization Framework. The effectiveness of these actions is monitored through regular reviews and anal - ysis of trends in consumer feedback and incidents. Key learnings from these cases are shared within the organization and with product innovation teams to help prevent recurrence and to support the ongoing com - mitment to consumer health and well-being. S4-4 Actions Cloetta has implemented a series of stra - tegic actions aimed at mitigating risks and meeting evolving consumer demands. These actions focus on consumer well- being, product innovation, responsible marketing, and product safety and quality. In the table below main actions are pre - sented both for current year and actions planned for the future: Key action 2025 Expected o ut- come Related objectives Stake holder effects Resources allocated Progress and monitoring Launch and expan - sion of sugar-free and functional products in the Nordic markets and Finland during 2025–2030, along - side the development of lower-sugar alter - natives across all markets. • Increased share of healthier and func - tional products • Support dental health and fresh breath • Supports the well - being strategy and a healthier product portfolio and • Public health recommendations • Increased focus on con - sumer well-being through a broad range of sug - ar-free pastilles, with plans to expand to addi - tional markets. Action as part of current work load of involved divisions including R&D prod - uct & pack, Project Management, Marketing, Legal, Consumer Insight and Sales. Sugar-free products are to represent 33 per cent of total consumer units by 2030. Progress is measured quarterly using internal systems to track the share of sugar-free prod - ucts in the total assortment. Implementation of portion control com - munication guidelines on product packaging, covering all candy and chocolate products in all markets during 2025–2030. • Support con - sumers to make informed choices • Promote responsi - ble consumption • Supports the well - being strategy and a healthier product portfolio and • Public health rec - ommendations • Increased portion com - munication on total con - sumers units • Examples on effects seen are increased transpar - ency, encouragement of mindful eating habits, increased commitment to consumer well-being • Effectiveness such as changed consumer habits are currently not measured Action as part of current work load of involved divisions including marketing managers, brand managers and packaging team. Portion communication is to be implemented across the candy and chocolate assort - ment by 2030. Progress is measured quarterly by manu - ally tracking design changes and calculating the share of products with updated portion communication. Updated Responsible marketing policy, strengthening restric - tions on marketing below the defined age threshold by increas - ing the minimum age for paid media audiences from 13 to 18 years. • Safeguard young people • Promote responsi - ble consumption • Align with stake - holder expecta - tions • Supports the well - being strategy and a healthier product portfolio and • Public health recommendations • Current processes are formalized in policy com - mitments meaning that practices will enter into force during 2026 Action as part of current work load of marketing directors. No paid media and marketing activities are directed at audi - ences below the defined age threshold. Progress is meas - ured quarterly through media agency reports, which track the age segmentation of all paid media placements. Key actions planned Expected outcome Related objectives Future resource allocation Further launches and expansion of sugar- free and functional products, covering main markets in Nordics and Finland, during 2026–2030. • Increased share of healthier and functional products • Support for dental health and fresh breath • Supports the wellbeing strategy and a healthier product port - folio and • Public health recommendations Involved divisions: R&D product & pack, Project Management, Marketing, Legal, Consumer Insight and Sales. Action as part of future work load. Continued innovation for healthier, vegan, and lower-sugar alternatives, covering all markets. • Reduction of health risks and fulfillment of consumer demand • Lower carbon footprint • Supports the wellbeing strategy and a healthier product portfolio • Public health recommendations • Environmental goals Company-wide program with several divisions involved, such as product innovation. Action as part of future work load. 129Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 130
Key actions planned Expected outcome Related objectives Future resource allocation Ongoing roll-out of portion control communication on packaging, covering all candy and chocolate products in all markets. • Support for consumers in making informed choices • Promotion of responsible consumption • Supports the wellbeing strategy and a healthier product port - folio and • Public health recommendations Involved divisions: Marketing managers, Brand managers and Packaging team. Action as part of future work load. Continuous improvement and enforcement of responsible market - ing practices. Covering all market - ing communications, all countries, all paid media (excludes sugar-free products, pastilles, and chewing gum, packaging, POS). • Safeguard young people • Promote responsible consumption • Align with stakeholder expectations • Supports responsible marketing and the wellbeing strategy • International standards. Action as part of future work load of Marketing Directors. Wellbeing strategy Cloetta’s wellbeing strategy is at the core of the efforts to mitigate negative impacts and create positive impacts for consumers and society. The strategy guides actions to reduce caloric intake, increase the share of healthier and more functional products, ensure responsible marketing, and improve environmental performance. The approach is informed by consumer insights and mar - ket trends, with the goal of offering prod - ucts that support healthier lifestyles while meeting consumer preferences. The effectiveness of Cloetta’s well being strategy and related actions is tracked and assessed through a set of internal key performance indicators. These indicators monitor progress on areas such as the proportion of sugar-free items in the port - folio, portion control, responsible marketing practices, and improvements in packaging and environmental impact. Regular review of these metrics ensures that the initiatives are delivering the intended outcomes for consumers and end-users and help guide ongoing improvements to the product port - folio and strategy. As of 2025, no severe human rights issues or incidents connected to con - sumers or end-users have been reported. Cloetta will continue to monitor and report on such issues if they should arise in the future. All actions outlined in the table above are oriented towards mitigating negative impacts and risks, rather than addressing a specific case of providing remedy. For food safety all ingredients, pack - aging materials and products are risk assessed to ensure compliance. Cloetta takes external developments into account assessing new and developed regulations and restrictions managing dependency on keeping compliance in relation to quality and food safety. Outcomes of performed risk assessments and monitoring of prod - ucts’ quality and food safety are communi - cated with all levels of the organization with a specific frequency and type of reporting. For a description of the processes to identify, assess, and address actual or potential negative impacts on consumers and end-users, including how remedies are provided or enabled and the effective - ness of these actions ensured, see the section S4-3. This section outlines the structured approach to handling quality issues and consumer harm, the range of remedies available, and continuous improvement efforts based on feedback and incident review. 130 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 131
Targets S4-5 Targets 24 per cent of Cloetta’s consumer units are sugar free (<0,5 per cent sugar content) by 2025, with a goal of 33 per cent by 2030. 24% sugar free consumer units in 2025 Performance In 2025, sugar-free consumer units (≤0.5 per cent sugar content) accounted for 22 per cent of total volume. The year primarily focused on establishing a robust baseline, aligning internal definitions, and strength - ening data collection processes. While progress remains below the level required to meet the 2025 target of 24 per cent, development was impacted by portfolio adjustments within the sugar-free range due to consumer demands. A more structured action plan will be developed towards 2030 to accelerate progress. About the target The target was set in 2025 through collab - oration between key internal stakeholders, including the innovation director, innova - tion manager, and reporting responsible personnel, and has been approved by the Group Management T eam. While not directly engaging with consumers and end users setting targets, consumer insights and analysis of market trends inform the target setting, ensuring alignment with evolving consumer expectations. Pro - gress is tracked quarterly using internal systems, with regular reviews of product data and media agency reports to monitor compliance and performance. As this tar - get is implemented, learnings are contin - uously integrated to further enhance the approach and ensure that actions remain relevant and effective. The target is new and formally accepted in financial year 2025, hence there is no change to previous reporting period. This target directly supports Cloetta’s policy objective of advancing the nutritional value of its product portfolio while minimiz - ing societal impact, as outlined in Cloetta’s wellbeing strategy. Cloetta is committed to bringing joyful moments to consumers by offering products that fit within a balanced and healthy diet, in line with recommenda - tions from the World Health Organization and other regulatory bodies to limit added sugar intake. The target is absolute, aiming for at least 24 per cent of all Cloetta consumer units to contain less than 0.5 per cent sugar con - tent. It is measured at the consumer unit level, using internal systems to identify Stock Keeping Units (SKUs) that are sugar free compared to the total number of SKUs in the assortment. The unit of measurement is the percentage (%) of consumer units that are sugar free. The baseline value 21 per cent is based on data from 2025, which serves as the base year for measuring progress toward the target. The target period extends to 2030, with the aim of reaching 33 per cent sugar-free consumer units by that year. The interim milestone is to achieve 24 per cent by 2025, with quarterly monitoring of the share of sugar-free products in the portfolio to ensure progress toward the 2030 goal. The scope covers all consumer units sold under the Cloetta brand, across all markets and product categories. The methodology for defining the target is based on a comprehensive evaluation of Cloetta’s product portfolio, using internal SKU data as primary data source. Signif - icant assumptions include the continued availability of alternative ingredients and stable consumer demand for sugar-free products. The target also considers the wider context of sustainable development by supporting healthier diets and reducing the environmental impact of production, in line with both global and local public health and sustainability objectives. Entity specific metric T o enable consistent monitoring of per - formance against the target and to appro - priately capture impacts on consumers and end-users, Cloetta has developed an entity-specific metric to monitor pro - gress. The metric complements the ESRS requirements, as no mandatory standard metric fully reflects the specific impact area addressed by the target. Accounting principles Progress on sugar reduction is monitored using data from the Product Lifecycle Man - agement (PLM) system. Products classified as “sugarless”, defined as containing no more than 0.5 g of sugar per 100 g, are iden - tified at the Consumer Unit (CU) or Traded Formula (TF) level, where labelling informa - tion is generated. These levels represent the consumer-facing product, including the edible component and primary packag - ing. Both CU and TF entries are included to ensure coverage of items originally created as T raded Formulas, including certain third- party products. Only valid master formulas are counted, while packaging and material items are excluded. Data related to Pick and Mix (P&M) is not included in the reported data. The share of sugarless CU/TF entries is calculated relative to all CU/TF entries in the system. This indicator reflects product development activity within PLM and does not represent active SKUs or market sales volumes. Data is not reviewed by any other external third party than the auditors. Data limitations SKU (M3) numbers are not consistently linked to CU/TF levels limiting the ability to connect the data to SKU activity or sales. Individual CU entries may have been used for more than one packed product/SKU number. Not all third-party items (3P) are currently represented in the PLM system. 131Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 132
G1 Business conduct Cloetta is committed to fostering a transparent and ethical business environment, both internally and in our external partnerships. Cloetta prioritises high standards of business conduct by proactively addressing risks related to corruption and bribery through robust processes, targeted internal training, and close collaboration with our business partners. Approach and strategy Cloetta has established a structured system of processes and frameworks to effectively manage risks related to business conduct, as well as corruption and bribery. To mitigate potential corruption risks, Cloetta provides targeted employee training programs. These include foundational training for all employees and in-depth training for roles with higher corruption risk. The company maintains a robust govern - ance structure to address business risks, with a particular focus on anti-corruption and anti-bribery efforts. This is supported by a comprehensive set of policies aimed at both internal employees and external partners, establishing clear principles for operations and relationships. Cloetta has implemented an internal control framework that integrates organizational structure and corporate culture, ensuring an effective environment for internal con - trol aligned with company objectives. This framework includes ongoing risk assess - ments, with the control environment continuously monitored and improved. Material T opic Sub-topic Material impact or risk Description Mitigation Value chain Time horizon G Business conduct Corruption and bribery Risks Corruption and bribery risks, primarily significant in regions with inadequate regulations enforcement. Risks can emerge at various stages of the value chain, leading to unethical practices, increased costs, strained supplier relations, and reputational harm. • Established processes for addressing potential cor - ruption issues, including training, guidelines, and policies • The Cloetta Code of Con - duct outlines expectations for employees, while the Supplier Code of Conduct obligates suppliers to com - ply with ethical business practices Upstream Own operations Downstream Short term Medium term Long term 132 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 133
Impact, risk and opportunity management G1-1 Policies Cloetta maintains a comprehensive gov - ernance structure to address business risk, in particular as relates to its commitment against corruption and bribery, the follow - ing policies are relevant to highlight: Code of Conduct Cloetta is committed to maintaining a cor - porate culture that upholds lawful and ethical business practices and effective governance. Through our Code of Conduct, we promote values of integrity, transpar - ency, and accountability across all business units. All our employees and representa - tives acting on behalf of Cloetta are respon - sible for adhering to our Code of Conduct. Defined principles are designed to ensure that our people understand and uphold the principles and ethical standards essen - tial to Cloetta. Managers are expected to lead by example, demonstrating exemplary conduct and decision-making in line with our Code of Conduct, while ensuring their teams receive the necessary training to understand and uphold these values. In the event of a breach, or suspected breach, our employees should immediately report to their line manager, a suitable person or function within the company, such as HR, Legal or managers on management level, or through our whistleblowing service. Supplier Code of Conduct The principles set out in Cloetta’s Code of Conduct is cascaded into requirements that apply towards Cloetta’s business part - ners through Cloetta Supplier Code of Con - duct. It ensures that third parties comply with legal, ethical, environmental, and social standards throughout all activities in our supply chain. Our Supplier Code of Con - duct outlines the minimum requirements for responsible and ethical practices, which all suppliers are expected to uphold in both their actions and commitments. Minimum requirements require that our business partners respect human rights, maintain fair labour conditions, engage in ethical busi - ness practices (including refraining from corruption or bribery), and continuously improve environmental, health, and safety performance. In the event of a breach, or suspected breach, people employed at a third party or other affected parties are able to report through Cloetta’s whistleblowing service or directly to their point of contact within Cloetta. Anti-Bribery and -Corruption Policy Through our governance policies we uphold a strict zero-tolerance towards cor - ruption across all business areas, includ - ing activities conducted by third parties acting on our behalf. The Anti-Bribery and -Corruption Policy applies to all business dealings and transactions, regardless of the country of operation. It requires that before offering or accepting any gifts, hos - pitality, or donations, our employees and third parties must verify compliance with Cloetta’s guidelines and, that any questions shall be addressed with the CFO, in order to ensure that our operations remain ethical and fully transparent. The consequences for breaching this policy can lead to discipli - nary actions against the relevant employee or third party. Fraud policy Through the Fraud Policy, in combination with our Code of Conduct, Cloetta has set out a strict prohibition for dishonest and/ or fraudulent activities, which includes corruption and bribery. T ogether with the Internal Control Framework Policy, a num - ber of procedures and processes are set in place to detect fraudulent activity with the group through the policy. This allows Cloetta to identify business conduct inci - dents promptly and if issues are identified they will be processed independently and objectively by senior members of the cen - tral finance functions. Through the policy, procedures are also established for report - ing fraudulent activities to Cloetta’s man - agement and/or Audit Committee. Cloetta’s policies relating to anti-bribery and anti-corruption are consistent with United Nation’s Convention against Corruption. Internal control framework policy The Internal control framework policy sets out the principles for internal control within Cloetta. The framework sets out princi - ples for detecting non-compliance with external and internal rules, including fraud, corruption and bribery, and requires imple - mentation of necessary control features which includes both automated and manual controls as well as other procedural con - trols to identify non-compliance issues. Supervision of the policy is conducted by the Board of Directors via the Audit commit - tee and the design and implementation is delegated to the Group Management T eam who delegates responsibility to relevant functions in the company. Approval and authorisation framework policy Cloetta maintains a ruleset for who is authorised to internally approve commit - ments made towards third parties and which persons can authorise such com - mitments. By application of this framework, Cloetta ensures that every commitment is reviewed and approved by at least two persons to ensure that no single individ - ual can commit the group. This creates an increased transparency before entering into commitments. Whistleblower policy Cloetta believes it is important that employ - ees and third parties can report actual or suspected infringements of legal require - ments or ethical commitments. Cloetta therefore provides whistleblowing service accessible to all our employees and exter - nal parties, offering an anonymous plat - form for reporting potential legal violations, breaches of Cloetta’s Code of Conduct, Cloetta’s Supplier Code of Conduct or its sustainability or quality certificates which is governed by the Whistleblower policy. This process ensures that misconduct can be reported confidently and securely by anyone who may be hesitant to use other reporting channels. The service is available globally via an online system managed by an independent third party, ensuring confiden - tiality and protection for the whistleblower. Cloetta has established a number of inter - nal channels for reporting of concerns and has held multiple trainings for its internal investigators. Through the whistleblowing policy, Cloetta also commits, in-line with applicable EU legal requirements, to pro - tect any whistleblowers from retaliation. The policy also established a requirement to report all whistleblowing reports to the Audit Committee. Information on whistle - blowing is part of the Code of Conduct trainings provided to employees and is prominently displayed on the intranet. However, Cloetta does not currently assess whether employees are aware of 133Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 134
or trust the whistleblowing mechanism as a way to raise concerns or have them addressed, and we do not formally assess the channel’s effectiveness or systemati - cally involve stakeholders in its evaluation. Overview of policies We conduct at least an annual review of our policies and the described procedures to ensure alignment with legal and other reg - ulatory developments. In case of material legislative updates during the year, policies are reviewed to ensure compliance with relevant legislation. The Board of Directors bears the ultimate responsibility for ensur - ing that the operations within the group are conducted in compliance with all applica - ble legislation. The President and CEO is responsible for implementing and ensuring compliance with all policies and guidelines issued by the Board, including the Code of Conduct, Supplier Code of Conduct and the Anti-Bribery and Anti-Corruption Policy. The Audit Committee of the Board of Direc - tors shall act to oversee the group’s compli - ance with the Whistleblower Policy and is informed of each report submitted. The relevant policies are also commu - nicated as part of the employee onboard - ing and are available together with other corporate policies on Cloetta’s intranet. When providing training, links to relevant policies are also shared. For transparency towards third parties, these documents are available publicly on Cloetta’s website cloetta.com. The policies outlined above does not implement third-party standards and Cloetta has not committed to adhere to any binding initiatives in this area, however, Cloetta adheres to relevant legislation and industry practice when designing policies. These policies set out the group’s general commitment and are not subject to consul - tation with potential stakeholders. G1-3 Prevention and detection of corruption or bribery All business transactions carry a risk of cor - ruption and bribery with the ultimate poten - tial of impacting human rights and society overall. Cloetta collaborates with partners across various sectors and geographies, some of which pose higher corruption risks. Consequently, there is a risk of corruption affecting Cloetta’s value chain, which we actively work to mitigate. All employees, including the Group Management T eam, undergo basic training in corruption and bribery as part of Cloetta’s Code of Con - duct, the Board of Directors is not included in any training. This training is mandatory for new employees and is repeated through - out their employment. A high-level training on corruption and bribery has been made available to employees within the group and a more in-depth training has been provided in roles where the risk of corruption may be higher, such as sales roles. During 2025, 97 per cent of all employees in at-risk functions participated in the in-depth training. Addi - tionally, the company is exploring ways to measure and monitor the effectiveness of the training to ensure continuous develop - ment and compliance. T o further reinforce anti-corruption measures, employees are expected to report suspected breaches of Cloetta’s governance policies. Reports can be made directly to a line manager, the next-in-line manager, or anonymously through the whistleblowing service. Serious violations may lead to legal proceedings, disciplinary action, or, in severe cases, dis - missal and reporting to the police. Insights from reported incidents are used to contin - uously strengthen Cloetta’s anti-corruption practices. Whether a suspected case of corruption or bribery is reported, it is required that all reports are investigated and brought to the attention of the Board of Directors’ Audit Committee. Below are more details on the steps for reports submitted through the whistleblowing channel. Internal control includes all such policies, processes and structures that ensures that Cloetta is achieving its objec - tive, to act ethically and in compliance with applicable laws. T o this end, Cloetta has an internal control framework based on the COSO¹ framework. The five elements can be summarised as follows. The control envi - ronment comprises the structure and the culture creating the conditions for internal control in line with Cloetta’s objectives. The risk assessments made include inter alia risk for fraud identified by the Fraud Policy. As part of the control activities, each risk identified is addressed with one or more control activities. Control activities occur at all levels of the organisation and balances preventative and detective controls. These include activities such as approvals, author - isations, verifications, reconciliations, reviews of operating performance, secu - rity of assets and segregation of duties. There are established information flows, both to internal and external stakeholders. The effectiveness of its internal control environ ment is continuously monitored, and actions are taken to ensure continuous improvement of the internal control environ - ment. For information about Internal control over financial reporting, see pages 58–59. Investigations submitted through the whistleblowing system are investigated by independent, internal investigators. Investigations notified based on the Fraud Policy through the next-in-line manager or other senior employees shall be noti - fied to the Director Finance & Accounting. All suspected frauds, including corruption and bribery matters, shall be informed to the CFO. The Director Finance & Account - ing is responsible for further investigation in cooperation with the CFO. In case of possible involvement of anyone within the management chain, there are procedures to bypass such individuals to ensure an impartial investigation. 1) Committee of Sponsoring Organizations of the Treadway Commission 134 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 135
Actions during 2025 In order to mitigate negative impacts and risks within business conduct, Cloetta continues to develop our processes within anti-corruption and bribery. In the table below main actions are presented both for current year and actions planned for the future: Key action 2025 Outcome Related objectives Resources allocated Yearly anti-corruption training for all employees. • All employees aware of Cloettas Code of Conduct principles • Adherence of to the policy All employees are aware of Cloettas Code of Conduct, the Anti-Bribery and Anti-Corruption Policy and their underlying principles. Part of current workload for dedicated internal resources including the legal counsel who review trainings each year and all participating employees. Yearly in-depth anti-corruption training for at-risk functions. • At-risk functions gain a deeper understanding of risks related to corruption and bribery Functions exposed to higher risk of corruption/bribery, have a deeper understanding of Cloetta’s Code of Conduct, the Anti-Bribery and Anti-Corruption Policy and their underlying principles. Part of current workload for dedi - cated internal resources including the legal counsel who review trainings each year and participating at-risk employees. Key action planned Expected outcome Related objectives Future resources allocation Draft a new Anti-Bribery and Anti- Corruption Policy in 2026. Adopt a new policy A policy which is more structured provides more assistance for employees seeking clarity. Part of current workload. All Cloetta’s actions in above table are aimed towards mitigating risks, not towards a specific case of providing remedy. Metrics G1-4 Corruption and bribery incidents Cloetta maintains a zero-tolerance policy toward corruption and bribery. For 2025, zero confirmed incidents or zero convic - tion of corruption or bribery were identified across Cloetta’s operations, nor were any legal cases related to such matters initiated or concluded. We received four reports in our whistleblowing channels during 2025 whereof zero reports fulfilled the require - ments, or were sufficiently substantiated, to initiate a formal investigation under our whistleblowing policy and four reports which were deemed not to be formal whistle blowing matters. 135Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 136
Index of disclosures included in the sustainability statement IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement The tables on the following pages provide an overview of the disclosure requirements outlined in European Sustainability Report - ing Standards (ESRS) 2 and the material sustainability matters that have guided the preparation of the Sustainability statement. The tables also contain an overview of whether the information requirements are derived from other EU legislation. Disclosure requirements related to E2, E3, and S3 fall below the materiality threshold and are deemed non-material based on Cloetta’s double materiality assessment, and have therefore been excluded from below table. The overview serves as a guide to the disclosure requirements, indicat - ing whether they are included in the Sustainability statement, other chapters of the Annual Report or in the separately published Remuneration Report. For further information on how the following disclosure requirements have been determined to cover the sustainability statement, please refer to section IRO-1. ESRS- standard Disclousre requirement Page General information ESRS 2 BP-1 General basis for preparation of sustainability statements 65 ESRS 2 BP-2 Disclosures in relation to specific circumstances 65 ESRS 2 GOV-1 The Board and Management’s role and responsibilities 66 ESRS 2 GOV-2 The Board’s and Management’s sustainability oversight 68 ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes 69 ESRS 2 GOV–4 Statement on due diligence 69 ESRS 2 GOV-5 Risk management and internal control 70 ESRS 2 SBM-1 Strategy, business model, and value chain 71 ESRS 2 SBM-2 Engagement with stakeholders 74 ESRS 2 SBM-3 Material impacts, risks, and opportunities and their interaction with strategy and business model 75 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 79 ESRS 2 IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 83, 136 ESRS- standard Disclousre requirement Page Environmental information ESRS 2 GOV-3, E1 Integration of sustainability-related performance in incentive schemes 69 ESRS E1 E1-1 Transition plan 85 ESRS 2 IRO-1, E1 Identifying and assessing climate-related impacts, risks, and opportunities 81 ESRS 2 SBM-3, E1 Strategy and business model 84 ESRS E1 E1-2 Policies 87 ESRS E1 E1-3 Actions 88 ESRS E1 E1-4 Targets related to climate change mitigation 90 ESRS E1 E1-5 Energy consumption and mix Statement on due diligence 91 ESRS E1 E1-6 Greenhouse gas emissions 92 ESRS E4 E4-1 Consideration of biodiversity and eco- systems in strategy and business model 103 ESRS 2 SBM-3, E4 Strategy and business model 102 ESRS 2 IRO-1, E4 Identifying and assessing biodiversity and ecosystem related impacts, risks and opportunities 81 ESRS E4 E4-2 Policies 103 ESRS E4 E4-3 Actions 104 ESRS E4 E4-4 Targets related to biodiversity and ecosystems 105 136 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 137
ESRS- standard Disclousre requirement Page ESRS E5 SBM-3, E5 Strategy and business model 106 ESRS 2 IRO-1, E5 Identifying and assessing resource use and circular economy related impacts, risks and opportunities 82 ESRS E5 E5-1 Policies 106 ESRS E5 E5-2 Actions 107 ESRS E5 E5-3 Targets related to resource use and circular economy 108 ESRS E5 E5-5 Resource outflows 109 Social information ESRS 2 SBM-2, S1 Interests and views of stakeholders 74 ESRS S1 SBM-3, S1 Strategy and business model 110 ESRS S1 S1-1 Policies 112 ESRS S1 S1-2 Engaging with own workforce 113 ESRS S1 S1-3 Remediate negative impacts 113 ESRS S1 S1-4 Actions 114 ESRS S1 S1-5 Targets 117 ESRS S1 S1-6, S1-7 Workforce characteristics 118 ESRS S1 S1-9 Diversity metrics 119 ESRS S1 S1-14 Health and safety 119 ESRS 2 SBM-2, S2 Interests and views of stakeholders 74 ESRS 2 SBM-3, S2 Strategy and business model 121 ESRS- standard Disclousre requirement Page ESRS S2 S2-1 Policies 122 ESRS S2 S2-2 Value chain workers engagement 123 ESRS S2 S2-3 Remediate negative impacts 123 ESRS S2 S2-4 Actions 123 ESRS S2 S2-5 Targets 125 ESRS 2 SBM-2 Interests and views of stakeholders 74 ESRS S4 SBM-3 Strategy and business model 126 ESRS S4 S4-1 Policies 127 ESRS S4 S4-2 Consumer engagement 128 ESRS S4 S4-3 Remediate negative impacts 128 ESRS S4 S4-4 Actions 129 ESRS S4 S4-5 Targets 131 ESRS S4 Entity specifik Consumer units that are sugar free 131 Governance information ESRS 2 GOV-1, G1 The role of the administrative, supervisory and management bodies 66 ESRS 2 IRO-1, G1 Identifying and assessing business conduct- related impacts, risks and opportunities 82 ESRS G1 G1-1 Policies 133 ESRS G1 G1-3 Prevention and detection of corruption or bribery 134 ESRS G1 G1-4 Corruption and bribery incidents 135 137Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 138
Disclosure Requirement and datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Section and page number in Cloetta’s annual report ESRS 2 GOV-1 Board’s gender diversity paragraph 21 (d) Sustainability statement, page 66 ESRS 2 GOV-1 Percentage of board members who are inde - pendent paragraph 21 (e) Sustainability statement, page 66 ESRS 2 GOV-4 Statement on due diligence paragraph 30 Sustainability statement, page 69 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Not relevant for Cloetta ESRS 2 SBM-1 Involvement in activities related to chemical pro - duction paragraph 40 (d) Not relevant for Cloetta ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Not relevant for Cloetta ESRS 2 GOV-1 Board’s gender diversity paragraph 21 (d) Sustainability statement, page 66 ESRS 2 GOV-1 Percentage of board members who are inde - pendent paragraph 21 (e) Sustainability statement, page 66 ESRS 2 GOV-4 Statement on due diligence paragraph 30 Sustainability statement, page 69 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Not relevant for Cloetta ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) Not relevant for Cloetta ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Not relevant for Cloetta ESRS E1-5 Energy consumption and mix paragraph 37 Sustainability statement, page 91 ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Sustainability statement, page 91 ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Sustainability statement, page 92 ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Sustainability statement, page 92 ESRS E1-7 GHG removals and carbon credits paragraph 56 Not material ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 Phase-in ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physi - cal risk paragraph 66 (c). Phase-in ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes par - agraph 67 (c). Phase-in 138 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 139
Disclosure Requirement and datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Section and page number in Cloetta’s annual report ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69 Phase-in ESRS 2- IRO 1 - E4 paragraph 16 (a) i Sustainability statement, page 81 ESRS 2- IRO 1 - E4 paragraph 16 (b) Sustainability statement, page 81 ESRS 2- IRO 1 - E4 paragraph 16 (c) Sustainability statement, page 81 ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b) Sustainability statement, page 81 ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c) Not material ESRS E4-2 Policies to address deforestation paragraph 24 (d) Sustainability statement, page 103 ESRS E5-5 Non-recycled waste paragraph 37 (d) Not material ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Not material ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) Not material ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) Not material ESRS S1-1 Human rights policy commitments paragraph 20 Sustainability statement, page 112 ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisa - tion Conventions 1 to 8, paragraph 21 Sustainability statement, page 112 ESRS S1-1 Processes and measures for preventing trafficking in human beings paragraph 22 Not material ESRS S1-1 Workplace accident prevention policy or management system paragraph 23 Sustainability statement, page 112 ESRS S1-1 Workplace accident prevention policy or management system paragraph 23 Sustainability statement, page 112 ESRS S1-3 Grievance/complaints handling mechanisms paragraph 32 (c) Sustainability statement, page 113 ESRS S1-14 Number of fatalities and number and rate of work- related accidents paragraph 88 (b) and (c) Sustainability statement, page 119 ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) Sustainability statement, page 119 ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Not material ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) Not material ESRS S1-17 Incidents of discrimination paragraph 103 (a) Not material 139Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 140
Disclosure Requirement and datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Section and page number in Cloetta’s annual report ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Not material ESRS 2- SBM-3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) Sustainability statement, page 121 ESRS S2-1 Human rights policy commitments paragraph 17 Sustainability statement, page 122 ESRS S2-1 Policies related to value chain workers para - graph 18 Sustainability statement, page 122 ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines para - graph 19 Sustainability statement, page 122 ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisa - tion Conventions 1 to 8, paragraph 19 Sustainability statement, page 122 ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain par - agraph 36 Sustainability statement, page 123 ESRS S4-1 Policies related to consumers and end-users paragraph 16 Sustainability statement, page 127 ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 Sustainability statement, page 127 ESRS S4-4 Human rights issues and incidents paragraph 35 Sustainability statement, page 129 ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Sustainability statement, page 133 ESRS G1-1 Protection of whistle- blowers paragraph 10 (d) Sustainability statement, page 133 ESRS G1-4 Fines for violation of anti- corruption and anti-bribery laws paragraph 24 (a) Sustainability statement, page 135 ESRS G1-4 Standards of anti- corruption and anti- bribery paragraph 24 (b) Sustainability statement, page 135 140 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 141
Auditor’s limited assurance report of Cloetta AB (publ)’s statutory sustainability statement T o the general meeting of the shareholders of Cloetta AB (publ), corporate identity number 556308-8144 Conclusion We have conducted a limited assurance engagement of the sustaina- bility statement for Cloetta AB (publ) for the financial year 2025. The sustainability statement is included on pages 64–140 in this document. Based on our limited assurance engagement as described in the section Auditor’s responsibility, nothing has come to our attention that causes us to believe that the sustainability statement does not, in all material respects, meet the requirements of the Swedish Annual Accounts Act which includes, • whether the sustainability statement meets the requirements of ESRS, • whether the process the company has carried out to iden - tify reported sustainability information has been conducted as described in the sustainability statement, • compliance with the reporting requirements of the EU’s Green Taxonomy Regulation Article 8. Basis for conclusion We have conducted the limited assurance engagement in accord - ance with FAR’s recommendation RevR 19 Revisorns översiktliga granskning av den lagstadgade hållbarhetsrapporten. Our respon - sibility according to this recommendation is further described in the section Auditor’s responsibility. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Other matter The sustainability statement for the previous financial year has not been subject to a limited assurance engagement and no review of the comparative figures in the sustainability statement for the year 2025 (the financial year) has therefore been performed. Other information than the sustainability statement This document also contains other information than the sustainability statement and is found on pages 1–63, 143–193 and 198–208. The Board of Directors and the Managing Director are responsible for this other information. Our conclusion on the sustainability statement does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our limited assurance engagement on the sustainability statement, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the sustainability statement. In this procedure we also take into account our knowledge otherwise obtained in the lim - ited assurance engagement and assess whether the information other wise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other informa - tion, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and the Managing Director The Board of Directors, and the Managing Director, are responsible for the preparation of sustainability statement in accordance with Chapter 6, Sections 12–12f of the Swedish Annual Accounts Act, and for such internal control as the Board of Directors and the Manag - ing Director determines necessary to enable the preparation of the sustainability statement that is free from material misstatements, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express a conclusion on whether the sus - tainability report has been prepared in accordance with Chapter 6, Sections 12–12f of the Swedish Annual Accounts Act based on our review. The limited assurance engagement has been conducted in accordance with FAR’s recommendation RevR 19 Revisorns översik - tliga granskning av den lagstadgade hållbarhetsrapporten. This rec - ommendation requires that we plan and perform our procedures to obtain limited assurance that the sustainability statement is prepared in accordance with these requirements. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assur - ance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assur - ance engagement been performed. This means that it is not possible for us to obtain such assurance that we become aware of all signif - icant matters that could have been identified if a reasonable assur - ance engagement had been performed. Our firm applies ISQM 1 (International Standard on Quality Man - agement), which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with ethical requirements, professional stand - ards, and applicable legal and regulatory requirements. We are independent of Cloetta AB (publ) in accordance with professional ethics for accountants in Sweden and have other - wise fulfilled our ethical responsibilities in accordance with these requirements. 141Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 142
A limited assurance engagement involves performing procedures to obtain evidence about the sustainability statement. The auditor selects the procedures to be performed, including assessing the risks of material misstatements in the sustainability statement, whether due to fraud or error. In this risk assessment, the auditor considers the parts of the internal control that are relevant to how the Board of Directors and the Managing Director prepares the sustainability statement, in order to design procedures that are appropriate under the circumstances, but not for the purpose of providing a conclusion on the effectiveness of the company’s inter - nal control. The review consists of making inquiries, primarily of persons responsible for the preparation of the sustainability state - ment, performing analytical review, and conducting other limited review procedures. The review procedures primarily include: Our procedures regarding the process that the company has imple - mented to identify sustainability information to be reported included, but were not limited to, the following: • Obtaining an understanding of the process by: – Making inquiries to understand the sources of information used by management (e.g., stakeholder dialogues, business plans, and strategy documents); and – Reviewing the company’s internal documentation of its process; and • Evaluating whether the information obtained from our actions regarding the process implemented by the company is consistent with the description of the process in the sustainability statement. Our procedures regarding the sustainability report included, but were not limited to, the following: • Through inquiries, obtain a general understanding of the internal control environment, reporting processes, and information systems relevant to the preparation of the information in the sustainability statement; • Evaluate whether the information identified by the Process is included in the sustainability statement; • Evaluate whether the structure and the presentation of the sustainability statement is in accordance with the ESRS; • Perform inquires of relevant personnel and analytical procedures on selected information in the sustainability statement; • Perform substantive assurance procedures on selected informa - tion in the sustainability statement; • Through inquiries and analytical procedures, evaluate supporting evidence to the methods for developing significant estimates and forward-looking information; The review of the taxonomy disclosures included, but was not limited to, the following audit procedures: • Evaluating whether the presentation of the taxonomy tables complies with the requirements of the EU Taxonomy Regulation and the corresponding disclosures; • Conducting inquiries with company management and other relevant personnel to gain an understanding of the process and sources of information used in the taxonomy disclosures; • Performing analytical review procedures related to selected taxonomy disclosures. Inherent limitations in preparing the sustainability statement In reporting forward-looking information in accordance with ESRS, the Board of Directors and the Managing Director of Cloetta AB (publ) are required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by Cloetta AB (publ). Actual out - comes are likely to be different since anticipated events frequently do not occur as expected. Stockholm 10 March 2026 Öhrlings PricewaterhouseCoopers AB Sofia Götmar-Blomstedt Authorized Public Accountant Partner in charge Erik Bergh Authorized Public Accountant This is a translation of the Swedish language original. In the event of any differences between this translation and the Swedish language original, the latter shall prevail. 142 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 143
143Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 144
Contents Consolidated financial statements Page Consolidated profit and loss account 145 Consolidated statement of comprehensive income 146 Consolidated balance sheet 147 Consolidated statement of changes in equity 148 Consolidated cash flow statement 149 Parent Company financial statements Page Parent Company profit and loss account 184 Parent Company balance sheet 185 Parent Company statement of changes in equity 186 Parent Company cash flow statement 187 Notes to the consolidated financial statements Page Note 1 General information and accounting and valuation policies of the Group 150 Note 2 Business segments 157 Note 3 Breakdown of income 157 Note 4 Amortisation of intangible assets, depreciation of property, plant and equipment and impairment of non-current assets 158 Note 5 Expenses by type 158 Note 6 Personnel expenses and number of employees 158 Note 7 Remuneration of the Board 159 Note 8 Items affecting comparability 159 Note 9 Net financial items 160 Note 10 Income taxes 160 Note 11 Audit fees 160 Note 12 Intangible assets 161 Note 13 Property, plant and equipment 163 Note 14 Tax assets and liabilities 164 Note 15 Non-current financial assets 165 Note 16 Inventories 165 Note 17 Trade and other receivables 166 Note 18 Cash and cash equivalents 167 Note 19 Equity 168 Note 20 Earnings per share 169 Note 21 Borrowings 169 Note 22 Derivative financial instruments 172 Note 23 Pensions and other long-term employee benefits 173 Note 24 Provisions 176 Note 25 Trade and other payables 177 Note 26 Financial risks and financial risk management 177 Note 27 Financial instruments – measurement categories and fair values 180 Note 28 Related-party transactions 181 Note 29 Leases 182 Note 30 Critical accounting estimates and judgements 182 Note 31 Changes in accounting policies 183 Note 32 Events after the balance sheet date 183 Notes to the Parent Company financial statements Page Note P1 Accounting and valuation policies of the Parent Company 188 Note P2 Breakdown of income 188 Note P3 Personnel expenses and number of employees 189 Note P4 Audit fees 189 Note P5 Net financial items 189 Note P6 Income taxes 189 Note P7 Deferred income tax 189 Note P8 Shareholdings in group companies 190 Note P9 Cash and cash equivalents 191 Note P10 Equity 191 Note P11 Borrowings 191 Note P12 Derivative financial instruments 192 Note P13 Accrued expenses and deferred income 192 Note P14 Pledged assets and contingent liabilities 192 Note P15 Related-party transactions 192 Proposed appropriation of earnings 193 Auditor’s report 194 Ten-year overview 198 Key ratios 200 Reconciliation alternative performance measures 202 Glossary 204 Definitions 205 Financial reports CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 144 Cloetta Annual and Sustainability Report 2025 << Content
Page 145
Consolidated profit and loss account SEKm Note 2025 2024 Net sales 2,3 8,525 8,613 Cost of goods sold 4, 5, 6, 8 -5,436 -5,747 Gross profit 3,089 2,866 Selling expenses 4, 5, 6, 8 -1,184 -1,160 General and administrative expenses 4, 5, 6, 8, 11 -797 -899 Operating profit 1,108 807 Exchange differences on cash and cash equivalents 9 13 -35 Other financial income 9 42 111 Other financial expenses 9 -145 -224 Net financial items -90 -148 Profit before tax 1,018 659 Income tax 10 -227 -182 Profit for the year 791 477 Profit for the year attributable to: Owners of the Parent Company 791 477 Earnings per share, SEK Basic 20 2.78 1.67 Diluted 20 2.78 1.67 Number of shares outstanding at end of period 20 286,682,516 286,065,407 Average number of shares (basic) 20 284,725,873 285,690,150 Average number of shares (diluted) 20 284,884,305 285,786,127 Consolidated financial statements CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 145Cloetta Annual and Sustainability Report 2025 << Content
Page 146
Consolidated statement of comprehensive income SEKm 2025 2024 Profit for the year 791 477 Other comprehensive income Remeasurement of defined benefit pension plans 19 -2 Income tax on remeasurement of defined benefit pension plans -4 0 Items that will never be reclassified to profit or loss for the period 15 -2 Currency translation differences -273 206 Hedge of a net investment in a foreign operation 79 -47 Income tax on hedge of a net investment in a foreign operation -15 9 Items that may be reclassified to profit or loss for the period -209 168 Total other comprehensive income -194 166 Total comprehensive income, net of tax 597 643 Total comprehensive income for the period attributable to: Owners of the Parent Company 597 643 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 146 Cloetta Annual and Sustainability Report 2025 << Content
Page 147
Consolidated balance sheet SEKm Note 31 Dec 2025 31 Dec 2024 ASSETS Non-current assets Intangible assets 12 5,596 5,833 Property, plant and equipment 13 1,544 1,695 Deferred tax assets 14 25 59 Derivative financial instruments 22 2 1 Other financial assets 15 3 4 Total non-current assets 7,170 7,592 Current assets Inventories 16 1,377 1,336 Trade and other receivables 17 1,102 1,256 Current income tax assets 14 27 4 Derivative financial instruments 22 1 4 Cash and cash equivalents 18 737 953 Total current assets 3,244 3,553 Total assets 10,414 11,145 EQUITY AND LIABILITIES Equity Share capital 19 1,443 1,443 Other paid-in capital 19 4,124 4,124 Treasury shares 19 -46 -59 Foreign currency translation reserve 19 1,050 1,323 Retained earnings including profit for the year 19 -865 -1,397 Equity attributable to owners of the Parent Company 5,706 5,434 Non-current liabilities Long-term borrowings 21 1,408 2,306 Deferred tax liabilities 14 889 910 Derivative financial instruments 22 - 4 Provisions for pensions and other long-term employee benefits 23 364 378 Provisions 24 1 163 Total non-current liabilities 2,662 3,761 Current liabilities Short-term borrowings 21 197 203 Derivative financial instruments 22 79 45 Trade and other payables 25 1,591 1,573 Provisions 24 31 11 Current income tax liabilities 14 148 118 Total current liabilities 2,046 1,950 Total equity and liabilities 10,414 11,145 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 147Cloetta Annual and Sustainability Report 2025 << Content
Page 148
Consolidated statement of changes in equity SEKm Share capital Other paid-in capital Treasury shares Foreign currency translation reserve Retained earnings Total equity Balance at 1 January 2024 1,443 4,124 -79 1,117 -1,507 5,098 Comprehensive income Profit for the year - - - - 477 477 Other comprehensive income - - - 206 -40 166 Total comprehensive income for 2024 - - - 206 437 643 Transactions with owners Issue of treasury shares to employees - - 20 - -20 - Forward contracts to repurchase own shares - - - - -40 -40 Share-based payments - - - - 18 18 Dividend¹ - - - - -285 -285 Total transactions with owners - - 20 - -327 -307 Balance at 31 December 2024 1,443 4,124 -59 1,323 -1,397 5,434 Comprehensive income Profit for the year - - - - 791 791 Other comprehensive income - - - -273 79 -194 Total comprehensive income for 2025 - - - -273 870 597 Transactions with owners Issue of treasury shares to employees - - 13 - -13 - Forward contracts to repurchase own shares - - - - -35 -35 Share-based payments - - - - 23 23 Dividend¹ - - - - -315 -315 Dividend on outstanding shares in forward contracts to repurchase own shares - - - - 2 2 Total transactions with owners - - 13 - -338 -325 Balance at 31 December 2025 1,443 4,124 -46 1,050 -865 5,706 1) The dividend paid in 2025 comprised an ordinary dividend of SEK 1.10 (1.00) per share. T otal equity is attributable to the owners of the Parent Company. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 148 Cloetta Annual and Sustainability Report 2025 << Content
Page 149
Consolidated cash flow statement SEKm Note 2025 2024 Operating profit 1,108 807 Adjustments for non-cash items Amortisation and depreciation of assets 4 259 284 Impairment of assets 4 9 60 Provisions for pensions -11 -14 Other provisions -132 -8 Interest received 33 91 Interest paid -110 -187 Proceeds on derivative financial instruments -1 27 Income tax paid -173 -99 Cash flow from operating activities before changes in working capital 982 961 Changes in working capital Change in inventories -118 -1 Change in trade and other receivables 85 -131 Change in trade and other payables 108 -64 Cash flow from changes in working capital 75 -196 Cash flow from operating activities 1,057 765 Investing activities Investments in property, plant and equipment 13 -131 -162 Investments in intangible assets 12 -2 -1 Disposals of non-current assets 13 2 72 Cash flow from investing activities -131 -91 Cash flow from operating and investing activities 926 674 Financing activities Proceeds from loans from credit institutions 21 1,382 - Proceeds from commercial papers 21 596 594 Repayment of loans from credit institutions 21 -2,182 - Repayment of commercial papers 21 -596 -593 Transaction costs paid 21 -13 -4 Payment of lease liabilities 21 -66 -79 Dividends paid 19 -313 -285 Cash flow from financing activities -1,192 -367 Cash flow for the year -266 307 Cash and cash equivalents at beginning of year 18 953 658 Cash flow for the year -266 307 Exchange difference 50 -12 Cash and cash equivalents at end of year 18 737 953 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 149Cloetta Annual and Sustainability Report 2025 << Content
Page 150
Note 1 General information and accounting and valuation policies of the Group General information Cloetta AB (publ), corporate identification number 556308-8144, is a Swedish-registered limited liability company domiciled in Linköping, Sweden. The company’s head office is in Stockholm with the address Landsvägen 50A, Box 2052, 174 02 Sundbyberg, Sweden. Financial year The consolidated financial statements for the financial year from 1 January to 31 December 2025 include the accounts of the Parent Company and its sub - sidiaries (collectively the “Group” and individually the “group companies”). The annual report and consolidated financial statements were approved for publication by the Board of Directors on 10 March 2026. The profit and loss accounts and balance sheets of the Group and the Parent Company will be put for adoption before the Annual General Meeting on 21 April 2026. Disclosures regarding changes in group structure Acquisitions and incorporations On 19 June 2025, Cloetta North America Inc. was incorporated. Note P8 provides an overview of the Cloetta Group and specifies all group companies and changes in the Group structure. Compliance with legislation and accounting standards The consolidated financial statements are presented in accordance with the International Financial Reporting Standards (IFRS) established by the International Accounting Standards Board (IASB), and the interpretations issued by the IFRS Interpretations Committee (IFRIC), which have been endorsed by the European Commission for application in the EU, with supplementary requirements from the Annual Accounts Act. The applied standards and interpretations are those that were in force and have been endorsed by the EU as at 1 January 2025. Furthermore, the Swedish Financial Reporting Board’s recommendation RFR 1, Supplementary Accounting Rules for Groups, has been applied. Guidelines on Alternative Performance Measures In accordance with the ESMA (European Securities and Markets Author - ity) guidelines on Alternative Performance Measures (APMs), additional information on the use of APMs, including explanations of use and recon - ciliation of the APMs to the most directly reconcilable measures in the financial statements, has been included in these financial statements. APMs presented in these financial statements should not be considered a substitute for measures of performance in accordance with IFRS and may not be comparable to similarly titled measures by other companies. Activities The activities of the Group mainly comprise: • Production, marketing and sales of branded candy, chocolate, pastilles and chewing gum; and • Trading in candy, chocolate, pastilles, chewing gum and nuts The countries of the European Union, the UK and Norway form the most important markets. Basis of presentation Assets and liabilities are recognised at historical cost, with the exception of certain financial assets and liabilities that are stated at fair value accord - ing to the accounting policies described below. Unless otherwise stated, all amounts are rounded to the nearest million Swedish krona. The preparation of financial statements in conformity with IFRS requires management to use certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and assumptions are based on past experi - ence and a number of other factors that are considered reasonable under the given circumstances. The results of these estimates and assumptions are used to make judgements about the carrying value of assets and liabil - ities that cannot be readily determined from other sources. Actual results may differ from these estimates and assumptions. The estimates and assumptions are reviewed on an ongoing basis. Changes in estimates are reported in the period of the change, if the change affects that period only. Changes in estimates are reported in the period of the change and in future periods, if the change affects both. Note 30 provides a description of judgements made by management in the application of IFRS that have a significant impact on the financial state - ments, and estimates that can lead to material adjustments in the financial statements within the next year. Unless otherwise stated below, the accounting standards for the Group have been consistently applied in periods presented in the consolidated financial statements. Segment reporting Cloetta’s operating segments are Branded packaged products and Pick & mix. The Branded packaged products segment is primarily characterised by Cloetta manufacturing, marketing and selling packaged products under the company’s many strong consumer brands, such as Red Band, Kexchocklad, Gott & Blandat and Mynthon. T o build long-term brand health, and consequently consumer preference and retail sales, Cloetta invests significantly in new product and packaging development, adver - tisement and promotion of the brands. The Pick & mix segment is primarily characterised by contracts where Cloetta manages the customers’ sales of candy when sold through in-store fixtures that allow shoppers to pick individual pieces of candy to create their own customised bag. The assortment of products, which is central to the offering, is managed by Cloetta and products are manufac - tured by Cloetta or by third parties, including competitors. Other aspects of the contract, such as fixtures, merchandising, and the use of the Candy - King brand vary by customer. Operating segments have been identified in accordance with the guidance provided in IFRS 8 paragraph 5–10. The overall focus on revenues, operating profitability, and strategy specifically for the Branded packaged products business versus the Pick & mix business is reflected as such in Cloetta’s external financial reporting and this split is aligned with the interest of Cloetta’s investors. Notes to the consolidated financial statements CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 150 Cloetta Annual and Sustainability Report 2025 << Content
Page 151
The chief operating decision-maker (CODM), which is the CEO and President of the Group, primarily uses external net sales and operating profit, adjusted for items affecting comparability, to assess the perfor - mance of its operating segments. Items affecting comparability, net financial items and income tax are not allocated to segments, as these are managed centrally. No segment information is provided to or assessed by the CODM on assets and liabilities and therefore these are not separately disclosed. Information related to each reportable segment (business segment) is set out in Note 2. Classification Non-current assets comprise amounts expected to be recovered after more than twelve months from the balance sheet date, while current assets comprise amounts expected to be recovered within twelve months of the balance sheet date. Non-current liabilities comprise amounts which the Group, at the end of the reporting period, has an unconditional right to choose to pay later than 12 months after the end of the reporting period. If the Group has no such right at the end of the reporting period, or if the liability is expected to be settled within the normal operating cycle, the liability is reported as current liability. Basis of consolidation Group structure The company was founded in 1862. On 16 February 2012, Cloetta AB (publ) acquired Leaf Holland B.V. (currently known as Cloetta Holland B.V.) from Yllop Holding S.A. The acquisition has been accounted for as a reverse acquisition for consolidation purposes, where Cloetta Holland B.V. is the accounting acquirer and Cloetta AB (publ) is the legal acquirer. All incorporated and acquired companies are wholly owned directly or indirectly by Cloetta AB (publ) and are consolidated from the date on which control is transferred. Subsidiaries The consolidated accounts include financial information for Cloetta AB (publ) and its subsidiaries. Subsidiaries are entities controlled directly or indirectly by Cloetta AB (publ). The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All subsidiaries are consolidated from the date on which control is transferred to Cloetta AB (publ). The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifi - able assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition- related costs are expensed as incurred. If the business combination is realised in stages, the acquisition date fair value of the acquirer’s previ - ously held equity interest in the acquiree is remeasured to fair value at the acquisition date through the profit and loss account. Any contingent consideration to be transferred by the Group is recog - nised at fair value at the acquisition date. Any subsequent change to the fair value of the contingent consideration that is deemed to be a liability is rec - ognised in accordance with IAS 32 in the case of the forward purchase of shares, or IFRS 9 either in the profit and loss account or as a change to other comprehensive income only if it is an asset which is classified as avail - able for sale. A contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. Goodwill is initially measured as the excess of the aggregate of the con - sideration transferred and the fair value of non-controlling interests in the net identifiable assets acquired and liabilities assumed. If this considera - tion is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the profit and loss account. Group companies are deconsolidated from the date that control ceases. When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in the profit and loss account. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to the profit and loss account. Note P8 provides an overview of all subsidiaries consolidated in the consolidated financial statements of Cloetta AB (publ). Transactions eliminated on consolidation Intercompany transactions, balances, income and expenses on transac - tions between group companies are eliminated. Profits and losses result - ing from inter-company transactions that are recognised in assets are also eliminated. Foreign currency Functional and presentation currency Items included in the financial information of each entity are measured using the functional currency of that entity, which is the currency of the pri - mary economic environment in which the entity operates. The functional currency of foreign entities is generally its local currency. The functional currency of the Parent Company is Swedish kronor (SEK), which is also the presentation currency of the Parent Company. The consolidated financial statements are presented in SEK. The func - tional currency of the majority of the subsidiaries is the euro (EUR). The assets and liabilities are translated at the closing rate at the date of the financial statements. Income and expenses are translated at the average exchange rate for the year. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions or the date of valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the profit and loss account within operating profit. Foreign exchange gains and losses that relate to cash and cash equiva - lents are presented in the profit and loss account within exchange differ - ences on cash and cash equivalents. The Group applies hedge accounting for foreign exchange gains and losses that relate to borrowings. These foreign exchange gains and losses are presented in the statement of comprehensive income, see Note 1 (XIII) for a description of the accounting policies on hedge accounting. A monetary item held by a subsidiary, that is a receivable from or a pay - able to a foreign operation, for which settlement is neither planned nor likely to occur in the foreseeable future, is in substance a part of the entity’s net investment in that foreign operation. Foreign currency differences related to a foreign operation are initially recognised in other comprehensive income and reclassified from equity to the profit and loss account on dis - posal of the net investment. On disposal of the foreign operation, the cumulative amount of the exchange differences relating to the foreign operation, recognised in other comprehensive income, is reclassified from equity to the profit and loss account on the same line where the gain or loss of the disposal is accounted for. Upon consolidation, exchange differences arising from the translation of the borrowings and other currency instruments designated as hedges of such investments and the net investment in foreign operations are rec - ognised in other comprehensive income. All other foreign exchange gains and losses are presented in the profit and loss account within operating profit. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 151Cloetta Annual and Sustainability Report 2025 << Content
Page 152
Financial statements of foreign operations The profit and loss accounts and balance sheets of all group companies that have a functional currency other than the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each balance sheet are translated at the closing exchange rates at the date of that balance sheet; • Income and expenses for each profit and loss account are translated at average exchange rates unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions; and • All resulting exchange differences are recognised in other comprehen - sive income. When a foreign operation is disposed of, unrealised exchange differences accumulated in currency translation adjustments after 1 January 2006 (first-time adoption of IFRS) are recognised in profit or loss as part of the gain or loss on the sale. Goodwill and fair value adjustments to the carrying amounts of assets and liabilities arising from the acquisition of a foreign entity are treated as assets and liabilities in the functional currency of the attributable foreign entity and translated at the closing rate. Basis of accounting The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements. Set out below is an index of the significant accounting policies, the details of which are available on the pages that follow: I Net sales II Cost of goods sold III Selling expenses IV General and administrative expenses V Employee remuneration VI Net financial items VII Income tax VIII Dividend distribution IX Items affecting comparability X Intangible assets XI Property, plant and equipment XII Deferred tax XIII Financial assets and liabilities XIV Impairment of non-current non-financial assets XV Inventories XVI Current income tax XVII Equity XVIII Provisions XIX Employee benefits XX Leases The balance sheet, profit and loss account and cash flow statement include references to the notes. Principles for recognition of revenue and expenses I Net sales Net sales are designated as income from the supply of goods and ser - vices, less discounts and similar, excluding sales taxes and after elimina - tion of intra-group sales. Net sales are recognised as follows: • Sales of goods are recognised when a group company has delivered products to the customer, the risks and rewards of the ownership of the products have been substantially transferred to the customer and the collectability of the related receivables is reasonably certain. For Branded packaged business sales of goods has been identified as performance obligation. For Pick & mix sales the following performance obligations have been identified in the contracts with customers: • Sales of goods; • Utilisation of fixtures; and • Merchandising services. For the performance obligations utilisation of fixtures and merchandising services – which are satisfied over time – Cloetta selected an appropriate method for measuring its progress towards complete satisfaction of those performance obligations. For utilisation of fixtures and merchandising services, a practical expedient is applicable, whereas Cloetta recognises revenue in the amount to which it has a right to invoice. Since delivery of goods and merchandising services normally takes place weekly, this output method best reflects that the measure of progress of the merchan - dising service as a performance obligation is satisfied at the same time as the goods are delivered. Consumer incentive and trade promotion activities are recorded as a reduction on the gross sales value based on amounts estimated as being due to customers at the end of a period, based principally on historical utilisation and redemption rates. These consumer incentive and trade promotion activities consist of: • Fixed and variable discounts, amongst others in the form of fixed listing discounts, • Promotional discounts, • T emporary price discounts (e.g. for seasonal sales) and close out fees, and; • Bonus programmes for example in the form of year-end volume bonuses. For the estimation of the variable considerations related to the various agree - ments Cloetta is using the expected-value-method and the most-likely- amount-method. The method used for the calculation of a specific variable consideration is the method that is expected to best predict the amount of consideration to which Cloetta will be entitled based on the terms of the con - tract. The chosen method is applied consistently throughout the contract. II Cost of goods sold Cost of goods sold represents the direct and indirect expenses attribut - able to sales revenue, including raw materials and consumables, cost of work contracted out and other external expenses, personnel expenses in respect of production employees, depreciation costs, impairment losses and losses on disposal relating to buildings and machinery and other oper - ating expenses that are attributable to the production of products. Cost of goods sold is recognised in the profit and loss account, simultaneously with the income derived from the related sales transaction. III Selling expenses Selling expenses comprise the cost of brand support through direct and indirect advertising, promotional activities, the cost of supporting sales and marketing efforts and amortisation and impairment losses of related intangible assets. The company promotes its products through advertis - ing and trade promotions. Selling expenses are recognised in the profit and loss account when incurred. IV General and administrative expenses General and administrative expenses include the costs of general man - agement, human resources, finance and administration, information tech - nology, and other back office services as well as amortisation of software. General and administrative expenses are recognised in the profit and loss account when incurred. V Employee remuneration Regular payments Salaries, wages and social security costs are charged to the personnel expenses, which are included either in cost of goods sold, selling expenses or general and administrative expenses in the profit and loss account over the period when the related services are rendered, and in accordance with employment contracts and obligations. Termination benefits A provision is recognised as a result of either an entity’s decision to termi - nate employment before the normal retirement date or an employee’s decision to accept an offer of benefits in exchange for the termination of employment. When the criteria for recognition of a provision for termina - tion benefits are met, the expenses are recognised either in cost of goods CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 152 Cloetta Annual and Sustainability Report 2025 << Content
Page 153
sold, selling expenses or general and administrative expenses in the profit and loss account. Share-based long-term incentive plans The cost of the share-based long-term incentive plans, which represents the grant date fair value of the shares expected to be vested, multiplied by the shares vested and any social security expenses, is recognised in personnel expenses, which are included either in cost of goods sold, selling expenses or general and administrative expenses in the profit and loss account. The cost of the share-based long-term incentive plans is recognised pro rata over the vesting period of each plan, adjusted for any changes in assumptions. VI Net financial items Cash and cash equivalents denominated in foreign currencies are trans - lated into the functional currency at the exchange rate at the reporting date. Any resulting exchange differences are recognised in net financial items. Gains and losses related to the effective portion of the net invest - ment hedge are recognised in other comprehensive income. Interest income and interest expenses on third-party borrowings are recognised in the profit and loss account when incurred using the effective interest method. Interest income and expenses on cash and cash equivalents and banking costs are recognised in the profit and loss account when incurred, in other financial income and expenses at amortised cost. Realised and unrealised gains and losses on single currency interest rate swaps are recognised in other financial income and other financial expenses at fair value. VII Income tax The income tax expense for the period comprises current and deferred tax and is recognised in the profit and loss account. Corporate income tax is calculated on profit before tax, taking into account non-deductible expenses, non-taxable profits and losses, temporary differences arising from applicable local tax laws and other factors that affect the tax rate. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries and associates operate and generate taxable profits. VIII Dividend distribution Dividends paid to the company’s shareholders are recognised in the consolidated financial statements in the period in which the dividends are resolved on by the company’s shareholders. Dividend payments are recognised in equity as part of retained earnings. IX Items affecting comparability Items affecting comparability are those items which are separately dis - closed in the notes to the financial statements by virtue of their size or inci - dence, in order to enable a full understanding of the Group’s financial performance. Items affecting comparability are recognised in the profit and loss account. Their classification in the profit and loss account depends on the nature of the items affecting comparability. Principles of valuation of assets and liabilities General If not specifically otherwise stated, assets and liabilities are initially recog - nised at the amounts at which they were acquired or incurred. X Intangible assets The estimated useful lives of intangible assets are specified as follows: Trademarks Indefinite Goodwill Indefinite Other intangibles 3 years – indefinite Trademarks Acquired trademarks are measured at historical cost. In view of the history of Cloetta’s trademark portfolio, combined with Cloetta’s commit - ment to continue supporting these trademarks with advertising and pro - motion resources and continuous product development, the useful lives of Cloetta’s trademarks are considered to be indefinite in nature. Trademarks with indefinite useful lives are not amortised, but are subject to impairment testing at least annually or whenever events or circumstances indicate a risk of impairment. Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group’s interest in the net fair value of the net identifiable assets and liabilities assumed by the acquiree, and the fair value of any non-controlling interest in the acquiree. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units (CGUs), or groups of CGUs, that are expected to benefit from the synergies of the com - bination. Each CGU or group of CGUs to which the goodwill is allocated rep - resents the lowest level within the Group at which goodwill is monitored for internal management purposes. A CGU is the lowest level to which an asset that generates cash flows independently from other assets can be allo - cated. In addition to the presentation of information following the primary segmentation of Branded packaged business versus Pick & mix, information is also presented per geography. The internal reporting format by geography provides the most relevant information for the groups of CGUs that benefit the most from acquisitions. As a result, the groups of CGUs used for impair - ment testing of goodwill do not constitute operating segments as described on pages 150–151. A group of CGUs is not larger than an operating segment. Goodwill impairment tests are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and fair value less cost of disposal. Any impair - ment is recognised immediately as an expense and is not subsequently reversed. Other intangible assets An indefinite right of free electricity is capitalised at acquisition cost. In view of the indefinite nature of the right, the right is not amortised, but is subject to impairment testing at least annually or whenever events or circumstances indicate a risk of impairment. Other intangible assets, except the right of free electricity, contain acquired customer lists, software and registration fees, and are capital - ised at historical cost and amortised based on their useful lives, with the useful lives reviewed annually. Other intangible assets accounted for as indefinite are subject to impairment testing at least annually, or whenever events or circumstances indicate a risk of impairment. For determining whether an impairment charge in respect of any intangible asset applies, see Note 12. XI Property, plant and equipment Items of property, plant and equipment are valued at historical cost less accumulated depreciation and any accumulated impairment. Historical cost includes direct costs (materials, direct labour and work contracted out) and directly attributable overhead costs including interest expenses. Depreciation is accounted for using the straight-line method on the basis of the estimated useful life. The estimated useful lives of property, plant and equipment are specified as follows: Land Indefinite Buildings 20–50 years Machinery and equipment 3–55 years PP&E under construction n/a Right-of-use assets - land and buildings 1–35 years Right-of-use assets - transport 1–6 years Right-of-use assets - other equipment 1–12 years CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 153Cloetta Annual and Sustainability Report 2025 << Content
Page 154
The residual values and useful lives of the assets are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is immediately written down to its recover - able amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the pro - ceeds from the disposal with the carrying amount and are recognised in the profit and loss account. The classification in the profit and loss account depends on the nature of the gains or losses on the disposal. Subsequent expenditure is included in the carrying amount of an asset or recognised as a separate asset, only when it is probable that future eco - nomic benefits associated with the expenditure will flow to the Group and the cost can be reliably measured. All other repairs and maintenance costs are charged to the profit and loss account when incurred. The clas - sification in the profit and loss account depends on the nature of the prop - erty, plant and equipment. Subsidies and grants related to investments in property, plant and equipment are deducted from the historical cost or the construction cost of the related asset and are reflected in the profit and loss account as part of the depreciation charge. PP&E under construction is not depreciated until the asset is substan - tially complete and ready for its intended use. PP&E under construction is subject to impairment testing whenever events or circumstances indicate a risk of impairment. Depreciation of property, plant and equipment is recognised in cost of goods sold, selling expenses and general and administrative expenses in the profit and loss account depending on the nature of the asset. XII Deferred tax The tax expense for the period comprises current and deferred tax. T ax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In those cases, the tax is also recognised in other comprehensive income or directly in equity, respectively. Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither account - ing nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised for unused tax losses carried forward and deductible temporary differences, only to the extent that it is probable that future taxable profit will be available against which they can be used. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future, and there is sufficient taxable profit available against which the temporary difference can be utilised. Deferred income tax liabilities arise on taxable temporary differences from investments in subsidiaries, with the exception of deferred income tax liabilities where the timing of the reversal of the temporary difference is con - trolled by the Group, and it is probable that the temporary difference will not reverse in the foreseeable future. For unrecognised deductible temporary differences and tax losses carried forward, it is not yet probable that these may be utilised against future taxable profits or set off against other tax liabilities within the same tax group or tax jurisdiction. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The positions taken in tax returns with respect to situations where the applicable tax rules are subject to interpretation are periodically evaluated. Provisions are established where appropriate on the basis of amounts expected to be paid to the respective tax authorities. Deferred taxes are not discounted. XIII Financial assets and liabilities Recognition and initial measurement T rade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receiva - ble without a significant financing component) or financial liability is initially measured at fair value plus transaction costs that are directly attributable to its acquisition or issue, for items not measured at fair value through profit and loss (FVTPL). A trade receivable without a significant financing component is initially measured at the transaction price. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset are realised, expire, or the company has relinquished the right to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. On initial recognition, a financial asset is classified as measured at: • Amortised cost, • Fair value through other comprehensive income (FVOCI) – debt investment, • FVOCI – equity investment, or • FVTPL Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: • It is held within a business model whose objective is to hold assets to collect contractual cash flows; and • Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding The Group’s recognised financial assets, that are not derivatives, consist mainly of trade receivables and cash and cash equivalents, and to a minor extent of other receivables and accrued income. All these non-derivative financial assets meet the above criteria and are recognised at amortised cost. Subsequent measurement and gains and losses – Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However, see Note 22 for derivatives desig - nated as hedging instruments. – Financial assets at amortised costs These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairments are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Impairment of financial assets Trade and other receivables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method less provisions for impairment. Loss allowances for trade receiva - CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 154 Cloetta Annual and Sustainability Report 2025 << Content
Page 155
bles are always measured at an amount equal to lifetime expected credit losses (ECLs). Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument and are recognised in net sales in the profit and loss account. Apart from trade and other receivables, the only financial assets to which the impairment princi - ples apply are cash and cash equivalents. These amounts are invested in banks with high credit ratings and ECLs are deemed to be negligible. Cash and cash equivalents Cash and cash equivalents represent cash in hand and cash at banks. Current account overdrafts at banks are included under borrowings under the heading current liabilities. Offsetting financial instruments The Group makes use of cash pooling. Insofar as the following criteria are met, the cash and cash equivalents of participating group companies and the current account overdraft are offset and presented in the balance sheet as a net amount: • There is a legally enforceable right to offset the recognised amounts; and • There is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Borrowings Borrowings are initially recognised at fair value, being the amount received taking into account any premium or discount, and less transaction costs. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit and loss account over the period of the borrow - ings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date, in which case these are classified as non- current liabilities. A financial liability is derecognised when its contractual obligations are discharged, cancelled or expired. Transaction costs paid on the establishment of credit facilities are recognised to the extent that it is probable that some or all of the facilities will be utilised. In such case, the transaction costs are recognised when the utilisation occurs. If it is probable that some or all of the facility will be utilised, the transaction costs are reported as deferred expense and netted against current borrowings and amortised over the contract period the facility relates to, using the effective interest rate method. Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If payment is expected to be settled later than 12 months after the balance sheet date, the payable is presented as non-current liabilities. Trade payables are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into, and are subsequently remeasured at their fair value. The method of recognising gains or losses depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The forward contracts to repurchase own shares, single currency interest rate swaps and forward foreign currency con - tracts are not designated as hedging instruments. The fair values of various derivative financial instruments are disclosed in Note 22. Changes in the hedge of a net investment in a foreign operation are shown in the statement of other comprehensive income. The fair value of a derivative is classified as a non-current asset or liability for the part which exceeds 12 months, and as a current asset or liability for the part that will expire within 12 months. The fair value adjustment on single currency interest rate swaps is recognised in unrealised gains or losses on single currency interest rate swaps in net financial items in the profit and loss account. The fair value adjustment on the forward foreign currency contracts is recognised in the profit and loss account. The classification in the profit and loss account depends on the nature of the hedged item. The contractual payments on single currency interest rate swaps are recognised in the realised gains or losses on single currency interest rate swaps in the net financial items in the profit and loss account. The forward contracts to repurchase own shares are settled via shares for cash. Interest on the forward contracts to repurchase own shares is accrued over the contract period and settled in cash on the settlement date. Net investment hedge The Group applies hedge accounting. At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in the foreign currency translation reserve. A gain or loss relating to the ineffective portion is recognised in the profit and loss account within exchange differences on cash and cash equivalents. When the hedged net investment is disposed, the relevant amount in the foreign currency translation reserve is transferred to the profit and loss account as part of the gain or loss on disposals and recognised in the profit and loss account on the same line where the gain or loss of the disposal is accounted for. The Group has met the requirement for applying net invest - ment hedge accounting. XIV Impairment of non-current non-financial assets Assets that have an indefinite useful life are not subject to amortisation but are tested annually for impairment. On the balance sheet date, the Group also assesses whether there are indications of impairment of assets that are subject to amortisation or depreciation. If such indications exist, an impairment test is performed. For the purpose of testing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). An asset is subject to impairment if its carrying value is higher than its recoverable value, where the recoverable value is the higher of an asset’s fair value less cost of dis - posal and its value in use. Impairment costs are recognised immediately in the profit and loss account. The classification in the profit and loss account depends on the nature of the impaired asset. Non-financial assets other than goodwill that are subject to an impair - ment loss are reviewed for possible reversal of the impairment at each reporting date. If it is established that a previously recognised impairment no longer applies or has decreased, the increased carrying amount of the asset in question is not set higher than what the carrying amount would have been if the impairment had not been recognised. See Note 1 (X) for impairment testing on goodwill. XV Inventories Raw materials are valued at the lower of cost or net realisable value. Cost is determined using the FIFO method. Inventories of semi-finished and finished products are stated at the lower of cost or net realisable value. Costs represent the cash equivalent of the expenditure necessarily incurred to bring the goods acquired to the condition and location for their intended use. Costs related to work in pro - gress and finished goods include the applicable materials and labour costs, other direct costs, a representative share of the fixed manufacturing overhead costs based on normal operating capacity, and variable manu - facturing overhead costs based on actual production during the period. Spare parts that do not meet the definition of property, plant and equip - ment are recognised as inventories and valued at cost, adjusted for any obsolescence provision. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 155Cloetta Annual and Sustainability Report 2025 << Content
Page 156
Net realisable value represents the estimated selling price in the ordinary course of business less directly attributable, applicable variable selling expenses and less costs of completion of inventory. The write-downs, additions and releases related to the provision for obsolete inventory are recognised in cost of goods sold in the profit and loss account. XVI Current income tax The current income tax charge is calculated on the basis of the tax rates (and laws) enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. XVII Equity Ordinary shares are classified as share capital. The consideration paid or received related to the purchase, sale and/or issue of new shares are shown in equity, net of tax. The consideration paid for the purchase of own shares includes the transaction costs paid. The incremental transaction costs directly attributable to the equity transaction are recognised as a deduction from equity. The remaining transaction costs (e.g., general administrative costs) are recognised in the profit and loss account when incurred in the general and administrative expenses. The purchased own shares are classified as treasury shares. XVIII Provisions Provisions are recognised for legally enforceable or constructive obli - gations existing on the balance sheet date, when it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Where there are a number of similar obligations, the likelihood that an outflow will be required for settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likeli - hood of an outflow, with respect to any item included in the same class of obligations, is small. The initial recognition and subsequent additions or releases are recog - nised in the profit and loss account. The classification in the profit and loss account depends on the nature of the provision. Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as other financial expenses, third parties in the profit and loss account. If the expenditure to settle an obligation is expected to be recovered from a third party, the recovery is carried as an asset in the balance sheet if it is virtually certain to be received upon settlement of the obligation. XIX Employee benefits Pension obligations The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the pro - jected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using inter - est rates of high-quality corporate bonds for all countries in the Eurozone. For the Swedish plans, the discount rate is based on mortgage bonds and for the Norwegian pension plans, the market yield of covered bonds is used. The rates of these bonds are used as equivalent to high-quality corporate bond rates in countries where there is no deep market in such bonds. Remeasurements arising from defined benefit plans also include the return on plan assets excluding interest and the effect of the asset ceiling, if any, excluding interest. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recog - nised in other comprehensive income when incurred. All other expenses related to defined benefit plans are recognised in the profit and loss account when incurred, either in cost of goods sold, selling expenses or general and administrative expenses. A curtailment will be recogniesed when there is a significant reduction of the number of employees covered by a plan. This might result from an isolated event, such as the closing of a plant, discontin - uance of an operation or termination or suspension of a plan. The interest on defined benefit obligations and plan assets is recog - nised in net financial items in the profit and loss account when incurred. The defined benefit schemes in industry sector pension funds, which are held by pension funds that are not able to provide company-specific or reliable information, are accounted for as though they are defined contribution schemes. In the event of a deficit in these pension funds, the company has no obligation to provide supplementary contributions, other than higher future contributions. The contributions are recognised as personnel costs, which are included either in cost of goods sold, selling expenses or general and administrative expenses in the profit and loss account. Prepaid contribu - tions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available to the Group. Termination benefits T ermination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for special compensation. A provision is recog - nised on the termination of employment as a result of either an entity’s decision to terminate employment before the normal retirement date or an employee’s decision to accept an offer of benefits in exchange for the termination of employment. The expenses related to this provision are recognised in personnel expenses, which are included either in cost of goods sold, selling expenses or general and administrative expenses in the profit and loss account. Share-based long-term incentive plans The incentive plans qualify as equity-settled share-based payments. The expenses for the plans will amount to the grant date fair value per share right times the number of share rights vested, including any accelerated vesting. The expenses are recognised as personnel expenses, which are included either in cost of goods sold, selling expenses and general and administrative expenses in the profit and loss account. The total expense depends on the number of share rights vested. Changes in the price of the Cloetta share after the grant date do not impact the total expense. In some jurisdictions, social security expenses have to be paid. The total expense for social security contributions will be based on the vesting date fair value of the Cloetta share and is accrued on the balance sheet until vesting of the shares. Social security expenses recognised in the profit and loss account will therefore vary with changes in the share price. Forward contracts to repurchase own shares At inception of the forward contract to repurchase own shares, the agreed consideration to be paid at the termination date, net of any tax effects, is recognised as a deduction from equity and as a financial liability. The interest costs directly attributable to the forward contract are rec - ognised in the net financial expenses in the profit and loss account when incurred. At the termination date, the agreed consideration will be paid and the financial liability will be derecognised as its contractual obligation is discharged and cancelled. XX Leases The Group recognises a right-of-use asset and a lease liability at the commencement date of a lease contract. The right-of-use asset is initially measured at cost, comprising the amount of the initial measurement of the lease liability, any lease payments made at or before commencement date less any lease incentives received, any initial direct costs and restoration costs. The right-of-use asset is subsequently measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of the lease liability. Contracts may contain both lease and non-lease components. The Group does not to separate lease and non-lease components and instead accounts for these as a single lease component. The lease liability is initially measured at the present value of the lease payments that are not paid at commencement date and is discounted using the interest rate implicit in the lease or, if that rate cannot be readily deter - CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 156 Cloetta Annual and Sustainability Report 2025 << Content
Page 157
Note 2 Business segments See Note 1, section "Segment reporting" on pages 150–151 for further explanation regarding identification of segments. Cloetta’s operating segments are Branded packaged products and Pick & mix. 2025 SEKm Branded packaged products Pick & mix Total Net sales 5,972 2,553 8,525 Operating profit, adjusted 799 234 1,033 Items affecting comparability 75 Operating profit 1,108 Net financial items -90 Profit before tax 1,018 Income tax -227 Profit for the period 791 2024 SEKm Branded packaged products Pick & mix Total Net sales 6,219 2,394 8,613 Operating profit, adjusted 740 170 910 Items affecting comparability -103 Operating profit 807 Net financial items -148 Profit before tax 659 Income tax -182 Profit for the period 477 Note 3 Breakdown of income See Note 1 (I) for the accounting policy. Disaggregation of revenue from contracts with customers Cloetta recognises revenues from the sales of goods and rendering of services at a point in time in the following major sales categories. Net sales SEKm 2025 2024 Branded packaged products 5,972 6,219 Pick & mix 2,553 2,394 Total 8,525 8,613 The breakdown of net sales by category is as follows: 2025 SEKm Branded packaged products Pick & mix Total Candy 3,420 1,847 5,267 Chocolate 1,299 663 1,962 Pastilles 779 - 779 Chewing gum 369 - 369 Nuts - 43 43 Other 105 - 105 Total 5,972 2,553 8,525 2024 SEKm Branded packaged products Pick & mix Total Candy 3,659 1,724 5,383 Chocolate 1,184 634 1,818 Pastilles 779 - 779 Chewing gum 406 - 406 Nuts 57 36 93 Other 134 - 134 Total 6,219 2,394 8,613 The breakdown of net sales by country, allocated on the basis of the customers' locations is as follows: % 2025 2024 Sweden 31 30 Finland 20 20 The Netherlands 14 14 Denmark 11 11 Norway 6 6 Germany 7 7 The UK 4 5 Other markets¹ 7 7 Total 100 100 1) North America is included in Other markets No individual customer accounts for more than 10 per cent of Cloetta’s total net sales. See Note 13 for the breakdown of property, plant and equip - ment and intangible assets by country. mined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines the incremental borrowing rate using a build-up approach that starts with a risk-free interest rate, adjusted for inflation, country risk premium, security and lease specific adjustments for different asset categories and lease terms. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. Remeasurement takes place when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. The only exceptions on the recognition of right-of-use assets and lease liabilities at the commencement date of a lease contract are short-term and low-value leases. Lease payments for short-term and low-value leases are recognised in the cost of goods sold, selling expenses or in the general and administrative expenses, depending on the nature of the lease, on a straight-line basis over the lease term. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 157Cloetta Annual and Sustainability Report 2025 << Content
Page 158
Note 4 Amortisation of intangible assets, depreciation of property, plant and equipment and impairments of non-current assets See Notes 1 (II), (III), (IV), (X), (XI) and (XIV) for the accounting policy. SEKm 2025 2024 Other intangibles 11 12 Land and buildings 26 28 Machinery and equipment 152 158 Right-of-use assets 70 86 Total amortisation and depreciation 259 284 Amortisation and depreciation have been allocated by function as follows: Cost of goods sold 171 186 Selling expenses 11 11 General and administrative expenses 77 87 Total amortisation and depreciation 259 284 (Reversal of) Impairment Intangible assets - 91 Property, plant and equipment 9 -31 Total (reversal of) impairment 9 60 Depreciation charge right-of-use assets by asset category: Land and buildings 23 34 Transport 36 41 Other equipment 11 11 Total depreciation charge right-of-use asset 70 86 The impairments of SEK 9m have been charged to cost of goods sold. The impairment loss on intangible assets in 2024 of SEK 91m relates to the divestment of the Nutisal brand and has been recognised in general and administrative expenses. The reversal of impairments on property, plant and equipment in 2024 of SEK -31m mainly relates to the investment in the greenfield facility and postponed closure of the Spoorstraat plant in Roosendaal, the Netherlands and T urnhout, Belgium. The reversal of impairments has been charged to cost of goods sold. Note 5 Expenses by type See Notes 1 (II), (III), (IV) and (V) for the accounting policy. SEKm 2025 2024 Raw materials and consumables used including change in inventory of finished goods and work in progress 3,650 3,782 Personnel expenses (See Note 6) 1,628 1,791 Depreciation, amortisation and impairment charges (See Note 4) 268 344 Transportation expenses 285 243 Lease expenses 34 35 Advertising, promotion, selling and marketing expenses 484 499 Energy expenses 189 232 Maintenance expenses 162 162 Other operating expenses 717 718 Total operating expenses 7,417 7,806 The costs recognised relating to research and development amount to SEK 60m (57). Note 6 Personnel expenses and number of employees See Note 1 (V) for the accounting policy. Personnel expenses are specified as follows: SEKm 2025 2024 Salaries and remuneration Group Management Team Sweden 45 43 Other 22 37 Of which, short-term variable compensation Sweden 12 15 Other 4 11 Pension costs Group Management Team Defined contribution plans 8 8 Total salaries, remuneration and pension costs Group Management Team 75 88 Salaries and remuneration, other employees Sweden 269 286 Other 926 936 Pension costs, other employees Defined contribution plans 107 96 Defined benefit plans 7 6 Total salaries, remuneration and pension costs, other employees 1,309 1,324 Personnel expenses, all employees Total salaries, remuneration and pension costs 1,384 1,412 Social security expenses 307 308 Other personnel costs -63 71 Total personnel expenses 1,628 1,791 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 158 Cloetta Annual and Sustainability Report 2025 << Content
Page 159
Note 8 Items affecting comparability See Note 1 (IX) for the accounting policy. SEKm 2025 2024 Acquisitions, integration and restructurings 75 -103 of which: impairment non-current assets -6 -60 Total 75 -103 Corresponding line in the consolidated profit and loss account: Cost of goods sold 123 25 Selling expenses -32 -3 General and administrative expenses -16 -125 Total 75 -103 The items affecting comparability are mainly related to releases of restruc - turing provisions as a result of not proceeding with the investment of a plant in the Netherlands, partly offset by the recognition of a restructuring provision for the change of the operating structure. See pages 202–203 for alternative performance measures. The average number of employees is as follows: # 2025 2024 Group Management Team 9 10 Other employees 2,512 2,567 Of whom, women Group Management Team 2 1 Other employees 1,307 1,347 The average number of employees by country is as follows: # 2025 2024 Sweden 675 686 Slovakia 695 712 The Netherlands 485 512 Finland 213 214 The UK 109 114 Belgium 112 113 Denmark 122 117 Ireland 67 63 Norway 28 30 Germany 8 9 Italy 3 3 Other 4 4 Total 2,521 2,577 Of whom, women: Sweden 333 338 Slovakia 415 430 The Netherlands 163 175 Finland 177 179 The UK 80 85 Belgium 25 25 Denmark 71 70 Ireland 26 24 Norway 13 15 Germany 5 6 Italy 1 1 Other - - Total 1,309 1,348 The specification of the gender distribution is as follows: % 2025 2024 Percentage of women Board of Directors 43 43 Group Management Team 22 14 Other employees 52 52 See pages 55–57 for further details on remuneration of the Group Management T eam. Note 7 Remuneration of the Board Costs incurred 2025 SEK 000s Board fees Committee fees Total Board Chairman Morten Falkenberg 840 116 956 Board members Patrick Bergander 347 192 539 Malin Jennerholm 347 120 467 Pauline Lindwall 347 157 504 Alan McLean Raleigh 522 105 627 Camilla Svenfelt 347 120 467 Mikael Svenfelt 347 105 452 Total 3,097 915 4,012 Costs incurred 2024 SEK 000s Board fees Committee fees Total Board Chairman Morten Falkenberg¹ 533 67 600 Mikael Norman² 250 33 283 Board members Patrick Bergander 335 167 502 Malin Jennerholm 335 107 442 Pauline Lindwall 335 100 435 Alan McLean Raleigh 335 100 435 Camilla Svenfelt 335 107 442 Mikael Svenfelt 335 117 452 Total 2,793 798 3,591 1) Elected as per 9 April 2024 2) Resigned on 9 April 2024 The board and committee fees relate to the Board Chairman and other board members elected by the AGM. CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports 159Cloetta Annual and Sustainability Report 2025 << Content
Page 160
Note 9 Net financial items See Notes 1 (VI) and (XIII) for the accounting policy. SEKm 2025 2024 Exchange differences in cash and cash equivalents in foreign currencies 13 -35 Other financial income, third parties 34 83 Other financial income at amortised cost 34 83 Unrrealised gains on single currency interest rate swaps 4 - Realised gains on single currency interest rate swaps 4 28 Other financial income at fair value 8 28 Total other financial income 42 111 Interest expenses, third-party borrowings -89 -177 Interest expenses, third-party pensions -13 -9 Amortisation of capitalised transaction costs -12 -5 Other financial expenses, third parties -25 -14 Other financial expenses at amortised cost -139 -205 Unrealised losses on single currency interest rate swaps -1 -19 Realised losses on single currency interest rate swaps -5 - Other financial expenses at fair value -6 -19 Total other financial expenses -145 -224 Net financial items -90 -148 Note 10 Income taxes See Notes 1 (VII), (XII) and (XVI) for the accounting policy. SEKm 2025 2024 Current income tax -153 -226 Deferred income tax -74 44 Total -227 -182 The year’s income tax expense corresponds to an effective tax rate of, % 22.3 27.6 The difference between the effective tax rate and the applicable tax rate in Sweden is attributable to the following items: SEKm 2025 2024 Profit before tax 1,018 659 Tax calculated at applicable tax rate for the Parent Company -210 -136 International rate differences -12 -1 Expenses not deductible for tax purposes -6 -3 Adjustments recognised in the period for tax of prior periods 24 -7 Effect of (substantially) enacted tax rate changes - -6 Tax losses for which no deferred income tax asset was recognised in the current year -26 - Tax losses for which no deferred income tax asset was recognised in previous years -13 -20 Other 16 -9 Income tax -227 -182 Reported effective tax rate, % 22.3 27.6 Tax rate of Parent Company, % 20.6 20.6 Note 11 Audit fees SEKm 2025 2024 Fee for auditing services 6 6 Fee for other services Tax advice - - Audit-related advice - - Other 1 0 Total other services 1 0 Total audit fees 7 6 For both the financial years 2024 and 2025 PwC was elected as auditor of the Group. Auditing services relate to: • The audit of the consolidated financial statements, • The audit of the statutory financial statements of the Parent Company and of its subsidiaries, • The audit of the Parent Company’s administration by the Board of Directors and the President and CEO, • The procedures for the auditor’s statement regarding the guidelines for remuneration to senior executives, pursuant to Chapter 8, Section 54 of the Swedish Companies Act (2005:551), • The procedures for the auditor’s limited assurance report on Cloetta’s sustainability report and on the statutory sustainability report, and • The procedures for the auditor's statement regarding the compliance with European Single Electronic Format (ESEF) regulation. The applicable tax rate for the Parent Company is the enacted Swedish corporate income tax rate. The reported effective tax rate is based on the relative portion of the group companies’ contributions to profit before tax and the applicable tax rates and regulations in the countries concerned. The OECD Pillar T wo legislation was enacted in Sweden and has come into effect on 1 January 2024. Pillar T wo introduces a minimum effective tax rate system where multinational groups with consolidated revenue over EUR 750m in at least two out of the last four years are subject to a minimum effective tax rate of 15 per cent. Cloetta's net sales for 2024 exceeded this threshold for the second consecutive year. As a result, the Pillar T wo legislation is applicable for Cloetta as of 1 January 2025. Cloetta applies the IAS12 exception to recognising and disclosing information about deferred assets and liabilities related to Pillar T wo income taxes. During 2025, Cloetta performed an initial assessment on the impact of the OECD Pillar T wo legislation. Based on this assessment, the impact on Cloetta is expected to be immaterial. Cloetta is in preparation to comply with the Pillar T wo reporting requirements. 160 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 161
Note 12 Intangible assets See Notes 1 (X) and (XIV) for the accounting policy. SEKm Trademarks Goodwill Other intangibles Total 1 January 2024 Acquisition or production costs 3,296 2,817 246 6,359 Accumulated amortisation and impairments -58 -252 -187 -497 Book value at 1 January 2024 3,238 2,565 59 5,862 Movements in 2024 Additions - - 1 1 Impairments -90 -1 - -91 Disposals -57 - - -57 Amortisation - - -12 -12 Exchange differences 56 73 1 130 Total -91 72 -10 -29 31 December 2024 Acquisition or production costs 3,205 2,893 250 6,348 Accumulated amortisation and impairments -58 -256 -201 -515 Book value at 31 December 2024 3,147 2,637 49 5,833 Movements in 2025 Additions - - 2 2 Amortisation - - -11 -11 Exchange differences -97 -130 -1 -228 Total -97 -130 -10 -237 31 December 2025 Acquisition or production costs 3,108 2,707 245 6,060 Accumulated amortisation and impairments -58 -200 -206 -464 Book value at 31 December 2025 3,050 2,507 39 5,596 Estimated useful life Indefinite Indefinite 3 years – indefinite The other intangibles consist mainly of capitalised customer lists and ben - efits related to the right to free electricity. Impairment testing of goodwill and trademarks Goodwill and trademarks do not generate cash inflows that are largely independent of those from other assets. These are therefore allocated to the cash-generating unit (CGU) or group of CGUs expected to benefit most from these assets. A CGU is the lowest level to which an asset that generates cash flows independently from other assets can be allocated. A group of CGUs is not larger than an operating segment. The estimated recoverable amount of all CGUs and groups of CGUs has been determined based on value-in-use calculations. These calcula - tions use pre-tax cash flow projections based on financial budgets approved by the company’s management covering a five-year period, taking into account asset specific risks. Cash flows beyond the five-year period are extrapolated using a terminal growth rate. The most important assumptions in the calculations are the terminal growth rate and the pre-tax discount rate. EBITDA is a key assumption when establishing the financial budgets. These assumptions reflect, and do not differ from, prior experience and external information sources. EBITDA is determined in the annual budget process. The terminal growth rate is determined by assuming that the business will grow in line with con - sumer prices/inflation based on central bank forecasts or similar unless otherwise stated. The terminal growth rate is in line with the Group’s long- term goal for organic growth and the management’s judgement. These assumptions have been used for the analysis of each CGU and group of CGUs in the impairment analysis. The budgeted figures are based on past performance and the company management’s expectations for market development. The weighted average growth rates used are consistent with the forecasts used in the Group. Discount rates have been determined by applying the capital asset pricing model. The discount rates used are pre-tax and reflect specific risks relating to the relevant industry and the risk particularly associated with the asset for which the estimates of the future cash flows have not been adjusted. For impairment testing of intangible assets with an indefinite useful life, the following assumptions have been used for each (group of) CGUs: Terminal growth rate Pre-tax discount rate including inflation % 2025 2024 2025 2024 Scandinavia 3.0 n/a 8.8 n/a Finland & East 3.0 n/a 9.1 n/a The Netherlands & West 3.0 n/a 9.4 n/a Growth 3.0 n/a 9.5 n/a Sweden 3.0 2.0 9.1 9.8 The Netherlands 3.0 2.0 9.4 10.7 Finland 3.0 2.0 9.1 9.4 Norway & Denmark n/a 2.0 n/a 9.6 The Netherlands & Germany n/a 2.0 n/a 10.7 International Markets & the UK n/a 2.0 n/a 11.2 Group 3.0 2.0 9.5 10.3 161Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 162
Goodwill Goodwill is allocated to a CGU or group of CGUs not larger than an operating segment. The allocation has been made to the groups of CGUs that correspond to the operating segments that are expected to benefit most, which are the commercial organisations of Scandinavia, Finland & East, the Netherlands & West and Growth. As a result of the change in the operating stucture as of 1 October 2025, the goodwill of previous acquisitions has been reallocated. The reallocation has taken place using a relative value approach. The following summary specifies the allocation of goodwill to the different groups of cash-generating units SEKm Scandi - navia Sweden Norway & Denmark Finland & East Finland Growth Inter- national Markets & the UK Nether - lands & West The Netherlands & Germany Total 1 January 2024 - 539 515 - 1,141 - 53 - 317 2,565 Impairments - -1 - - - - - - - -1 Exchange rate differences - 13 11 - 38 - 2 - 9 73 31 December 2024 - 551 526 - 1,179 - 55 - 326 2,637 Reallocation of goodwill 1,081 -551 -526 1,188 -1,179 49 -55 319 -326 - Exchange rate differences -44 - - -65 - -3 - -18 - -130 31 December 2025 1,037 - - 1,123 - 46 - 301 - 2,507 Trademarks For trademarks, the related CGUs are the commercial organisations of the countries that own the respective trademarks. The products are mainly sold in the countries owning the trademarks. If products are sold by group companies in other countries, the trademark owner charges royalty fees to the selling party. The following summary specifies the allocation of trademarks to the different cash-generating units SEKm Sweden Finland The Netherlands Other (corporate assets) Total 1 January 2024 1,545 575 1,063 55 3,238 Impairments -90 - - - -90 Disposal -57 - - - -57 Exchange rate differences - 19 30 7 56 31 December 2024 1,398 594 1,093 62 3,147 Transfers - - -114 114 - Exchange rate differences - -33 -55 -9 -97 31 December 2025 1,398 561 924 167 3,050 Key assumptions underlying the cash flow projections EBITDA is the key assumption underlying the cash flow projections for the period covered by recent forecasts and is determined on external market studies on growth of market, historical growth rates, current market developments and outlook for a five year period. Impairment of goodwill and trademarks An impairment analysis has been performed in which the carrying amount of a CGU or group of CGUs is compared with the total recoverable amount. A reasonable change in key assumptions is not expected to trigger any impairment on the goodwill, nor on the trademarks. During 2024, Cloetta divested the Nutisal brand, for which a total impairment loss of SEK -91m was recognised. Corporate assets Group-wide assets and liabilities, including the right of free electricity and software under construction, that cannot be directly allocated on a reasonable and consistent basis to the CGUs or groups of CGUs are classified as corporate assets. A group impairment analysis has been per - formed in which the carrying amount of the total group of CGUs, including the portion of the carrying amount representing the Group’s corporate assets, is compared with the total recoverable amount. Impairment testing of other intangibles The right to free electricity with a book value of SEK 14m has an indefinite useful life and is tested annually for impairment by comparing the discounted value of the expected future energy consumption and the book value of the asset. 162 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 163
Note 13 Property, plant and equipment See Notes 1 (XI) and (XIV) for the accounting policy. SEKm Land and buildings Machinery and equipment Assets under construction Right-of-use assets Total 1 January 2024 Acquisition or production costs 1,004 4,324 248 340 5,916 Accumulated depreciation and impairments -510 -3,532 -3 -185 -4,230 Book value at 1 January 2024 494 792 245 155 1,686 Movements in 2024 Additions 3 - 159 61 223 Disposals - -16 - -2 -18 Transfers 9 253 -262 - - Depreciation -28 -158 - -86 -272 Reversals of impairments 17 13 1 - 31 Exchange differences 14 19 9 3 45 Total 15 111 -93 -24 9 31 December 2024 Acquisition or production costs 1,045 4,323 154 313 5,835 Accumulated depreciation and impairments -536 -3,420 -2 -182 -4,140 Book value at 31 December 2024 509 903 152 131 1,695 Movements in 2025 Additions - - 131 56 187 Disposals - -2 - -3 -5 Transfers 21 116 -137 - - Depreciation -26 -152 - -70 -248 Impairments 1 36 -46 - -9 Exchange differences -24 -40 -8 -4 -76 Total -28 -42 -60 -21 -151 31 December 2025 Acquisition or production costs 1,007 4,010 92 267 5,376 Accumulated depreciation and impairments -526 -3,149 - -157 -3,832 Book value at 31 December 2025 481 861 92 110 1,544 Estimated useful life Buildings: 20–50 years Land: Indefinite 3–55 years N/A 1–35 years 163Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 164
Note 14 Tax assets and liabilities See Notes 1 (VII), (XII) and (XVI) for the accounting policy. Deferred tax assets and liabilities relate, among other things, to the tax effect of the difference between the tax base of the defined asset or liability and its carrying amount and the recognised tax losses carried forward and non-deductible interest due to interest deduction limitations. Movements of deferred tax assets and liabilities per category are specified as follows: SEKm Tax losses carried forward Property plant and equipment Intangible assets Provisions (incl. pensions) Other assets and liabilities Total 1 January 2024 96 -115 -748 14 -124 -877 Profit and loss account (charge)/ credit for the year -10 5 72 0 -11 56 Adjustments recognised in the period for tax of prior periods 14 -4 -9 -1 -5 -5 Effect of rate changes - -6 -1 - - -7 Other (including exchange differences) 2 -3 -13 0 -4 -18 31 December 2024 102 -123 -699 13 -144 -851 Profit and loss account (charge)/ credit for the year -38 7 12 0 -8 -27 Adjustments recognised in the period for tax of prior periods 2 -22 -10 -3 11 -22 Other (including exchange differences) -4 5 24 0 11 36 31 December 2025 62 -133 -673 10 -130 -864 At 31 December 2025, the Group had contractual commitments for purchases of property, plant and equipment for an amount of SEK 26m (58). Right-of-use assets are broken down as follows: SEKm 31 Dec 2025 31 Dec 2024 Land and buildings 43 59 Transport 59 65 Other equipment 8 7 Total 110 131 See Note 4 for the breakdown of the depreciation of right-of-use assets per category. The estimated useful lives of machinery and equipment can be further specified as follows: Estimated useful life Production lines 5–35 years Packaging lines 5–25 years Production equipment 5–55 years IT hardware 3–5 years Fixtures 5 years Furniture 5–10 years Production vehicles 7–15 years Vehicles 5 years Other 5–10 years The breakdown of property, plant and equipment and intangible assets by country is as follows: SEKm 31 Dec 2025 31 Dec 2024 Sweden 2,787 2,319 Finland 1,707 1,804 The Netherlands 1,559 1,696 Slovakia 658 733 Other countries 429 976 Total 7,140 7,528 164 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 165
Deferred tax assets and liabilities are broken down as follows: SEKm 31 Dec 2025 31 Dec 2024 Deferred tax assets 25 59 Deferred tax liabilities -889 -910 Total -864 -851 Deferred tax assets are expected to be realised as follows: SEKm 31 Dec 2025 31 Dec 2024 Deferred tax asset to be realised after more than 12 months 23 58 Deferred tax asset to be realised within 12 months 2 1 Total 25 59 The composition of deferred tax assets for deductible temporary differences and tax losses carried forward is as follows: 31 Dec 2025 31 Dec 2024 SEKm Recog - nised Not rec - ognised Recog - nised Not rec- ognised Deductible temporary differences 96 - 75 - Tax losses carried forward 62 117¹ 102 104¹ Total 158 117 177 104 1) The not recognised amount for tax losses carry forward of SEK 117m (104) is related to the UK. The recognised deferred tax asset includes a provision for an uncertain tax position in Belgium. In the countries where Cloetta has tax losses carried forward, these do not expire. Deferred tax liabilities The deferred tax liability is recognised to account for the taxable tempo - rary differences between the tax bases of intangible assets, property, plant and equipment, work in progress, inventories, receivables and provisions and their carrying amounts. SEKm 31 Dec 2025 31 Dec 2024 Deferred tax liability to be recovered after more than 12 months 839 874 Deferred tax liability to be recovered within 12 months 50 36 Total 889 910 The recognised deferred tax liability includes a provision for an uncertain tax position in Slovakia. Current income tax SEKm 31 Dec 2025 31 Dec 2024 Current income tax assets 27 4 Current income tax liabilities -148 -118 Total -121 -114 See also Note 30 for further details regarding accounting estimates and judgements in respect of the ongoing tax audits. Note 16 Inventories See Note 1 (XV) for the accounting policy. Inventories for own use and resale comprise: SEKm 31 Dec 2025 31 Dec 2024 Raw materials and consumables 449 453 Work in progress 77 78 Finished goods and goods for resale 851 805 Total 1,377 1,336 Movements in the provision for obsolete inventory are as follows: SEKm 2025 2024 At 1 January 61 14 Additions for impairment of inventories 16 60 Inventories written off during the year as obsolete -42 -11 Unused amounts reversed -9 -3 Exchange differences -2 1 At 31 December 24 61 Recognition of provisions for impairment of inventories and unused amounts reversed are included in “Raw materials and consumables used including change in inventory of finished goods and work in progress” in the expenses by type in Note 5. The inventories written off during the year as obsolete mainly relate to an isolated case of a raw material quality deviation. Note 15 Non-current financial assets See Note 1 (XIII) for the accounting policy. The non-current financial assets consist of deposits of SEK 3m (4). The fair values of non-current financial assets approximate their carry - ing amounts. None of the different classes of non-current financial assets contain impaired assets. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security. 165Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 166
The individual trade receivables for which provisions were made relate to uncollectible receivables that are not covered by credit insurance. Receivables of SEK 24m, which were fully provided for in 2023, were written off as uncollectible during 2024. These receivables related to one of the largest customers in the UK that went into administration in 2023. The age analysis of the trade receivables including loss allowances is as follows: 31 Dec 2025 31 Dec 2024 SEKm Gross carrying amount Loss allowance Net carrying amount Gross carrying amount Loss allowance Net carrying amount Current (not past due) 917 - 917 1,002 - 1,002 Up to 30 days past due 45 - 45 44 - 44 30 to 60 days past due 3 - 3 1 - 1 60 to 90 days past due 4 - 4 -1 - -1 Over 90 days past due 0 0 0 1 -1 - Total 969 0 969 1,047 -1 1,046 The other receivables and prepaid expenses and accrued income do not contain any provided amounts. As per 31 December 2025, trade receivables of SEK 52m (44) were past due but not provided for. These relate to a number of customers for whom there is no recent history of default. Credit losses on other receivables and accrued income are expected to be immaterial. Trade receivables in an amount of SEK 98m (126) are covered by credit insurance. The carrying amounts are assumed to approximate the fair values of trade receivables and other receivables. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receiva - bles mentioned above, adjusted for the part covered by credit insurance. The Group does not hold any collateral as security. The carrying amounts of trade receivables are denominated in the following currencies: SEKm 31 Dec 2025 31 Dec 2024 Euro 345 394 Swedish krona 289 289 Danish krone 231 251 Great Britain pound 38 56 Norwegian krone 36 41 US dollar 25 8 Other currencies 5 7 Total 969 1,046 The breakdown of prepaid expenses and accrued income is as follows: SEKm 31 Dec 2025 31 Dec 2024 Prepaid IT expenses 16 16 Prepaid rent, insurance and lease charges 7 10 Prepaid personnel-related expenses 4 2 Prepaid marketing expenses 1 2 Prepaid deposits 0 1 Other prepaid expenses 11 22 Other accrued income 18 11 Total 57 64 Note 17 Trade and other receivables See Note 1 (XIII) for the accounting policy. SEKm 31 Dec 2025 31 Dec 2024 Trade receivables before loss allowances 969 1,047 Loss allowances for trade receivables -0 -1 Trade receivables 969 1,046 Other receivables 76 146 Prepaid expenses and accrued income 57 64 Total 1,102 1,256 Movements in the loss allowance for trade receivables are as follows: SEKm 2025 2024 At 1 January 1 24 Provision for impairment of trade receivables 1 2 Trade receivables written off during the year as uncollectible -1 -22 Unused amounts reversed 0 -4 Exchange differences -1 1 At 31 December 0 1 166 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 167
Note 18 Cash and cash equivalents See Note 1 (XIII) for the accounting policy. Cash and cash equivalents in the consolidated cash flow statement and consolidated balance sheet amount to SEK 737m (953). All cash and cash equivalents are available on demand. Cloetta AB (publ) has a Multicurrency Zero Balancing Cash Pool (MZBCP) enabling the company and its subsidiaries to use the funds available as deposited in the bank in one or more currencies for the pur - pose of efficient liquidity management and daily payments in the ordinary course of business. The MZBCP provides the possibility to make withdrawals from accounts held by the bank in different currencies and in different countries without the necessary funds being available in the respective currency, provided that the corresponding funds are available considering the balances on all accounts in the MZBCP , and any amounts available for this purpose pursuant to any credit facility and/or intraday revolving facility agreed upon separately. The MZBCP is based on, and connects, accounts in local account structures in different countries in which group companies participate as sub-account holders. The following table shows the carrying amounts of recognised offsetting of financial assets and liabilities relating to the MZBCP: Related financial instruments that are not offset 2025 SEKm Gross amounts of financial instruments Offsetting negative cash balances by positive cash balances in cash pools Net amount presented in the balance sheet Cash balances outside cash pools Other loans from credit institutions Net amount Cash and cash equivalents 2,189 -1,532 657 80 - 737 Total assets 2,189 -1,532 657 80 - 737 Loans from credit institutions 1,532 -1,532 - - 1,353 1,353 Total liabilities 1,532 -1,532 - - 1,353 1,353 Related financial instruments that are not offset 2024 SEKm Gross amounts of financial instruments Offsetting negative cash balances by positive cash balances in cash pools Net amount presented in the balance sheet Cash balances outside cash pools Other loans from credit institutions Net amount Cash and cash equivalents 3,858 -2,952 906 47 - 953 Total assets 3,858 -2,952 906 47 - 953 Loans from credit institutions 2,952 -2,952 - - 2,232 2,232 Total liabilities 2,952 -2,952 - - 2,232 2,232 167Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 168
Note 19 Equity See Notes 1 (XVII) and (XIX) for the accounting policy. Capital management The Board’s financial objective is to maintain a strong financial position that contributes to maintaining investor, creditor and market confidence and to providing a platform for ongoing development of the business. Capital consists of total equity. The Board of Directors proposes the dividend to the shareholders. During 2025, the company’s long-term goal of a dividend pay-out of between 40 and 60 per cent of profit after tax was updated to a target of a dividend pay-out above 50 per cent of profit after tax. Both in 2025 and 2024, the ambition was to continue using cash flows to pay dividends and to maximise financial flexibility for complementary acquisitions. The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors capital on the basis of the net debt/EBITDA ratio (leverage). This ratio is calculated as net debt divided by EBITDA, adjusted for items affecting comparability. During 2025, the company's defined long-term leverage target of 2.5x was updated to a target of below 1.5x. The net debt/EBITDA ratio at 31 December 2025 was 0.7x (1.3). Dividend per share The Annual General Meeting (AGM) approved the following dividend on 9 April 2024 and 10 April 2025. 2025 2024 Dividend per share, SEK 1.10 1.00 Total dividend, SEKm 315 285 Dividend as a percentage of profit for the previous year 66 65 Payment date April 2025 April 2024 After the reporting date, the following dividend was proposed by the Board of Directors. The dividend has not been recognised in the balance sheet at reporting date. 2025 2024 Dividend per share, SEK 1.40 1.10 Total dividend, SEKm 401 315 On 24 November 2025, a dividend from group companies of SEK 555m (1,909) was received by the Parent Company. The Board of Directors pro - poses that the total earnings in the Parent Company at the disposal of the AGM amounting to SEK 3,150m (2,672) are to be distributed to the share - holders in the amount of SEK 401m (315) and to be carried forward to new account in the amount of SEK 2,749m (2,357). Group equity Share capital The number of shares authorised, issued and fully paid up at 31 December 2025 was 288,619,299 (288,619,299). The number of shares consists of 5,735,249 (5,735,249) class A shares and 282,884,050 (282,884,050) class B shares. All shares grant equal entitlement to participate in the company’s assets and profits. The quota value (par value) of the share is SEK 5.00. Should the company issue new shares of class A and class B through a cash or set-off issue, holders of class A and class B shares have the right to subscribe for new shares of the same class in proportion to the number of shares already held on the record date. If the issue includes only class B shares, all holders of class A and class B shares have the right to subscribe for new class B shares in proportion to the number of shares already held on the record date. The corresponding rules of apportionment are applied in the event of a bonus issue or issue of convertibles and subscription warrants. The transference of a class A share to a person who is not previously a holder of class A shares in the company is subject to a pre-emption procedure, except when the transfer is made through division of joint property, inheritance, testament or gift to the person who is the closest heir to the bequeather. See page 32 for further details. On 29 April 2024 and 14 May 2025, a total of 723,373 and 617,909 treas - ury shares were granted to the participants of the long-term share-based incentive plan 2021 and 2022 respectively on vesting. 1,936,783 treasury shares are held with the purpose of issuing shares to the participants of L TI'23 at vesting date. Foreign currency translation reserve The foreign currency translation reserve consists of all exchange gains and losses arising on translation of the financial statements of foreign operations that present their financial statements in a currency other than that used by the Group. This includes foreign currency differences on monetary items that are a receivable from or payable to a foreign opera - tion, for which settlement is neither planned nor likely to occur in the foreseeable future. Retained earnings Retained earnings comprise the sum of profit for the year and retained earnings from previous years. Changes in equity For disclosures about changes in equity in the Group, see the consolidated statements of changes in equity on page 148. Hedge of a net investment in a foreign operation (Net investment hedge) The Group applies hedge accounting for the investment in trademarks in Cloetta Ireland Ltd., Cloetta Suomi Oy, Cloetta Holland B.V. and Cloetta Slovakia s.r.o. See Note 1 (XIII) for further details on the applied hedge acccounting. Share-based payments See Note 23 for further details about share-based payments. 168 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 169
Note 21 Borrowings See Note 1 (XIII) for accounting policies. 31 Dec 2025 SEKm Remaining term < 1 year Remaining term 1–2 years Remaining term 2–5 years Remaining term > 5 years Total Loans from credit institutions - - 1,353 - 1,353 Capitalised transaction costs -3 -5 -4 - -12 Commercial papers 149 - - - 149 Accrued interest 0 - - - 0 Lease liabilities 51 27 28 9 115 Total 197 22 1,377 9 1,605 31 Dec 2024 SEKm Remaining term < 1 year Remaining term 1–2 years Remaining term 2–5 years Remaining term > 5 years Total Loans from credit institutions - 2,232 - - 2,232 Capitalised transaction costs -4 -4 -2 - -10 Commercial papers 149 - - - 149 Accrued interest 2 - - - 2 Lease liabilities 56 34 34 12 136 Total 203 2,262 32 12 2,509 On 24 September 2025, Cloetta entered into a new term and multicur - rency revolving facilities agreement and resolved to continue its existing commercial paper program. The terms as agreed in the credit facilities agreement comprise of: • a EUR 125m term loan with a maturity of four years, with the possibility of extending the facility for an additional two years; and • a EUR 115m multicurrency revolving credit facility with a maturity of five years, with the possibility of extending the facility for an additional year. The commitments under the facilities agreement are split between Dan - ske Bank, Handelsbanken, SEB and Svensk Exportkredit. See Note 26 for the Group’s contractually agreed undiscounted cash flows payable under financial liabilities, including interest payments. Note 20 Earnings per share Basic earnings per share are calculated by dividing the profit for the year attributable to owners of the Parent Company by the weighted average number of shares outstanding. Diluted earnings per share are calculated by dividing the profit for the year attributable to owners of the Parent Com - pany by the weighted average number of shares outstanding adjusted for the dilutive effect of share-based payments. The calculation of basic and diluted earnings per share is based on the following profit attributable to shareholders and the weighted-average number of shares outstanding: 2025 2024 Profit for the year, attributable to shareholders (in SEKm) (basic and diluted) 791 477 Number of issued shares 288,619,299 288,619,299 Effect of forward contracts to repurchase own shares -1,740,232 -138,086 Effect of purchase of treasury shares -2,153,194 -2,791,063 Weighted average number of shares during the year before dilution 284,725,873 285,690,150 Effect of share-based payments 158,432 95,977 Weighted average number of shares during the year after dilution 284,884,305 285,786,127 Basic earnings per share, SEK 2.78 1.67 Diluted earnings per share, SEK 2.78 1.67 On 29 April 2024 and 14 May 2025, a total of 723,373 and 617,909 treasury shares were granted to the participants of the long-term share-based incentive plan 2021 and 2022 respectively on vesting. On 28 November 2024 and 15 October 2025, Cloetta entered into for - ward contracts to repurchase 1,531,492 and 989,485 own shares respec - tively to fulfill its future obligations to deliver shares to the participants of the long-term share-based incentive plan, if vesting conditions are met. 169Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 170
SEKm Long-term borrowings Short-term borrowings Total Balance at 1 January 2024 2,264 220 2,484 Changes from financing cash flows Repayment of lease liabilities -5 -74 -79 Transaction costs paid -4 - -4 Proceeds from commercial papers - 594 594 Repayment of commercial papers - -593 -593 Total changes from financing cash flows -9 -73 -82 Other changes Additions to lease liabilities 5 56 61 Early termination of lease liabilities -2 - -2 Amortisation of capitalised transaction costs - 5 5 Interest expenses, third-party borrowings 108 6 114 Interest paid -108 -7 -115 Exchange differences on borrowings 48 -4 44 Total other changes 51 56 107 Balance at 31 December 2024 2,306 203 2,509 Changes from financing cash flows Repayment of lease liabilities -10 -56 -66 Transaction costs paid -10 -3 -13 Proceeds from loans from credit institutions 1,382 - 1,382 Proceeds from commercial papers - 596 596 Repayment of loans from credit institutions -2,182 - -2,182 Repayment of commercial papers - -596 -596 Total changes from financing cash flows -820 -59 -879 Other changes Additions to lease liabilities 5 51 56 Early termination of lease liabilities -7 - -7 Amortisation of capitalised transaction costs 6 6 12 Interest expenses, third-party borrowings 67 4 71 Interest paid -67 -4 -71 Exchange differences on borrowings -82 -4 -86 Total other changes -78 53 -25 Balance at 31 December 2025 1,408 197 1,605 The carrying amounts and fair value of short-term and long-term borrowings are as follows: Fair value Carrying amount SEKm 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Loans from credit institutions 1,353 2,232 1,353 2,232 Commercial papers 149 149 149 149 Total 1,502 2,381 1,502 2,381 The fair value of loans from credit institutions is equal to the carrying amount, as the impact of discounting is not significant, and the credit risk has not materially changed since the loan agreement was signed. The Group’s loans from credit institutions are exposed to interest rate changes and changes in the applicable margin on a quarterly basis. The commercial papers are issued at fixed interest rates, based on the appli - cable market prices at issue date. Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of default. Loans from credit institutions The total available facilities at reporting date amounts to EUR 240m. The term and revolving facilities agreement is unsecured in nature. The commercial paper programme, with a maximum outstanding amount of SEK 1,000m, is established to obtain flexibility in the short-term financing needs. See Note 26 for an overview of the maturity of the compo - nents of Cloetta’s loans from credit institutions. 170 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 171
The Group credit facility at reporting date relates to: Outstanding amount Interest percentage Applicable margin¹ SEKm 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Single currency term loan of nominal EUR 125m (125) 1,353 1,432 Variable EURIBOR + fixed applicable margin, with zero- floor Variable EURIBOR + fixed applicable mar - gin, with zero-floor 1.05% 1.05% Single currency term loan of nominal SEK 800m n/a 800 n/a Variable STIBOR + fixed applicable mar - gin, with zero-floor n/a 0.95% Commercial papers of nominal SEK 1,000m (1,000) 149 149 Fixed margin per issued paper Fixed margin per issued paper 2.40% 3.08% Multicurrency credit revolving loan of EUR 115m (50) - - Variable IBOR + fixed applicable margin, with zero- floor Variable IBOR + fixed applicable margin, with zero-floor 0.90% 1.15% Credit revolving loan of EUR 10m n/a - n/a Variable EURIBOR + fixed applicable margin, with a floor of 0,20% n/a 0.70% Single currency term loan of EUR 100m n/a - n/a Variable EURIBOR + fixed applicable mar - gin, with zero-floor n/a 1.55% Multicurrency credit revolving loan of EUR 60m n/a - n/a Variable IBOR + fixed applicable margin, with zero-floor n/a 1.35% Total Group credit facility 1,502 2,381 Capitalised transaction costs -12 -10 Lease liabilities 115 136 Accrued interest 0 2 Total borrowings 1,605 2,509 1) Applicable margin on credit facilities based on the net/debt EBITDA covenant at reporting date. Margin on commercial papers based on the weighted average rate on the outstanding commercial papers at reporting date. At 31 December 2025, the Group had unutilised credit facilities of SEK 1,244m (2,521) and the possibility to issue additional commercial papers for an amount of SEK 850m (850). 35 per cent (35) of the fixed applicable margin on the unutilised amounts of the credit revolving loans is paid as a commitment fee. All borrowings are denominated in euros, with the exception of the com - mercial papers of SEK 149m (149), part of the lease liabilities for an amount corresponding to SEK 33m (60) and in 2024, the single currency term loan of SEK 800m. The effective interest rate for the loans from credit institutions and the commercial papers was 3.31 per cent (4.81). The effective interest rate cluding the effect of single currency interest rate swaps was 3.38 per cent (3.56). 171Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 172
Note 22 Derivative financial instruments See Note 1 (XIII) for the accounting policy. 31 Dec 2025 31 Dec 2024 SEKm Assets Liabilities Assets Liabilities Non-current Single currency interest rate swaps 2 - 1 4 Total non-current 2 - 1 4 Current Forward contract to repurchase own shares - 75 - 40 Single currency interest rate swaps 1 4 4 5 Total current 1 79 4 45 Total 3 79 5 49 Single currency interest rate swaps The Group has entered into several single currency interest rate swap contracts to partially cover the interest rate risk on external financing denominated in both SEK and EUR. The following table shows the combined notional principal amounts of the outstanding single currency interest rate swaps Notional principal amounts Fixed interest currency rates Future periods covered 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 STIBOR Interest rate swaps SEKm - 100 - 3.8750% - Q1 2025 - Q2 2025 STIBOR Interest rate swaps SEKm 50 50 1.7975% 1.7975% Q1 2026-Q2 2026 Q1 2025 - Q2 2026 STIBOR Interest rate swaps SEKm 400 400 1.7975% 1.7975% Q1 2026-Q2 2026 Q3 2025 - Q2 2026 STIBOR Interest rate swaps SEKm 120 - 2.2200% - Q3 2026-Q3 2028 - EURIBOR Interest rate swaps EURm - 60 - 1.9160% - Q1 2025 - Q2 2025 EURIBOR Interest rate swaps EURm - 35 - 1.9160% - Q1 2025 - Q2 2025 EURIBOR Interest rate swaps EURm 70 70 3.0810% 3.0810% Q1 2026-Q2 2026 Q3 2025 - Q2 2026 EURIBOR Interest rate swaps EURm 100 - 2.1775% - Q3 2026-Q3 2028 - All single currency interest rate swaps include zero-floors on the floating part. The following table shows the movements in forward contracts to repurchase own shares since 1 January 2024: Number of shares Date Contract 1 Contract 2 Balance at 1 Jan 2024 - - New forward contract to repurchase own shares 28 Nov 2024 1,531,492 - Balance at 31 Dec 2024 1,531,492 - New forward contract to repurchase own shares 15 Oct 2025 - 989,485 Balance at 31 Dec 2025 1,531,492 989,485 Price, SEK 26.2632 35.1387 See Note 23 for more details about the share-based long-term incentive plan. Forward contracts to repurchase own shares Following the approval of the 2024 and 2025 share-based long-term incentive plans, Cloetta entered into forward contracts in order to repur - chase own shares to fulfil its future obligation to deliver the shares to the participants in its share-based long-term incentive plans. The forward contracts to repurchase own shares are measured at cost. 172 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 173
Note 23 Pensions and other long-term employee benefits See Notes 1 (V) and (XIX) for the accounting policy. Group companies use various post-employment schemes, including both defined benefit and defined contribution pension plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions to a separate entity. The Group has no legal or constructive obligations to pay further contributions, even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Defined benefit plans define an amount of pension benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service and compensation. The defined benefit schemes in industry sector pension funds, which are held by pension funds that are not able to provide company-specific or reliable information, are accounted for as though they were defined contribution schemes. In the event of a deficit in these pension funds, the company has no obligation to provide supple - mentary contributions, other than higher future contributions. For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, con - tractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group has a number of defined benefit pension plans in Sweden, the Netherlands, Belgium, Finland, Germany and Norway that relate to pen - sion and other long-term benefit schemes. For the defined benefit pension plan in the Netherlands, the Group accounts as though this were a defined contribution scheme since suffi - cient information is not available to enable the Group to account for the plan as a defined benefit plan. Cloetta complies with UFR 10 for reporting plans with multiple employers. Sufficient information is not available, since asset administration of the fund is not designed to allocate the total assets of the fund to the participating companies. In the event of a deficit in this pension fund, the Group has no obligation to provide further contributions other than higher future contributions. Monthly premiums are average pre - miums expressed as a percentage of the pension calculations basis and should, as a minimum, cover the cost of the fund. The minimum pension premium is determined in accordance with the actuarial and business note of the fund. In the event of liquidation of the fund, an amount that is suffi - cient to cover defined benefits will be secured. In the event of a deficit in the fund at the moment of liquidation, the defined benefits will be propor - tionally reduced taking into consideration Article 134 of the Dutch Pension Act. Contributions to the plan for the next annual year are expected to amount to SEK 44m (52). These are split into employer contributions of SEK 30m (35) and employee contributions of SEK 14m (17). At 30 Septem - ber 2025, the coverage of the pension fund was 126.6 per cent (121.7). At 31 December 2025, the main defined benefit plans in the Group were: Sweden – ITP2 plan: The ITP2 plan covers employees born before 1979. Benefits provided in the old defined benefit plan include a final pay-based retirement pension. This plan is an unfunded defined benefit plan. The ITP plan benefit formula provides pension benefits as a percentage of salary. Benefits are reduced proportionally if the expected years of service within the plan, are less than 30 years, irrespective of employer. ITP plan benefits vested with former employers are indexed according to the consumer price index. Finland – Pohjola Life Insurance: This plan is an insured voluntary final salary pension plan. It was estab - lished on 31 December 2005 when the liabilities and assets of Merijal Pension Foundation and Leaf Pension Foundation were transferred to Pohjola Life Insurance Company. Norway: The Norwegian subsidiary has one plan, which is insured in a life insurance company. This funded plan, together with the national pension scheme, provides an old-age pension of a maximum of 66 per cent of final salary. The plan includes a widow(er)’s pension equal to 60 per cent of the old-age pension and children’s pension equal to 50 per cent of the old-age pension. Members who become disabled will receive a disability pension linked to the old-age pension they would have received with their present salary. The total pensions and other long-term employee benefits are determined as follows: SEKm 31 Dec 2025 31 Dec 2024 Obligation for pension benefits -364 -378 Total -364 -378 The net liability recognised in the balance sheet is determined as follows: SEKm 31 Dec 2025 31 Dec 2024 Present value of funded obligations 61 64 Fair value of plan assets -70 -74 Deficit/(Surplus) of funded plans -9 -10 Present value of unfunded obligations 358 374 Impact of minimum funding requirements/asset ceiling 15 14 Net liability in the balance sheet 364 378 173Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 174
Movements in the combined net defined benefit obligations and other long-term employee benefits over the year are as follows: SEKm Present value of obligation Fair value of plan assets Asset ceiling impact Total 1 January 2024 439 -67 10 382 Current Service cost 6 - - 6 Interest expense/(income) 11 -2 0 9 Total amount recognised in profit or loss 17 -2 0 15 Remeasurements: Return on plan assets, excluding amounts included in interest expense/(income) - -3 - -3 Losses from change in demographic assumptions 1 - - 1 Losses from change in financial assumptions -9 - - -9 Experience (gains)/losses 7 - - 7 Change in asset ceiling, excluding amounts included in interest expense - - 5 5 Total remeasurements recognised in other comprehensive income -1 -3 5 1 Exchange differences 2 -1 -1 0 Contributions: Employers - -20 - -20 Plan participants 0 0 - - Payments from plans: Benefit payments -19 19 - - Curtailments 0 - - 0 31 December 2024 438 -74 14 378 Current Service cost 7 - - 7 Interest expense/(income) 15 -2 1 14 Total amount recognised in profit or loss 22 -2 1 21 Remeasurements: Return on plan assets, excluding amounts included in interest expense/(income) - 3 - 3 Losses from change in financial assumptions -22 - - -22 Experience (gains)/losses -1 - - -1 Change in asset ceiling, excluding amounts included in interest expense - - 0 0 Total remeasurements recognised in other comprehensive income -23 3 0 -20 Exchange differences -3 3 0 0 Contributions: Employers - -18 - -18 Plan participants 0 0 - - Payments from plans: Benefit payments -18 18 - - Curtailments 3 - - 3 31 December 2025 419 -70 15 364 The Group expects to pay SEK 17m (18) in contributions to its defined benefit plans in 2026. The defined benefit obligation and plan assets are composed by country as follows: Present value of obligation Fair value of plan assets Impact of asset ceiling Defined benefit obligation SEKm 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Sweden 357 373 -18 -19 9 8 348 362 Norway 10 9 -16 -15 6 6 - - Finland 20 24 -16 -21 - - 4 3 Other countries 32 32 -20 -19 - - 12 13 Total 419 438 -70 -74 15 14 364 378 174 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 175
The significant actuarial assumptions are as follows: Weighted average percentage 31 Dec 2025 31 Dec 2024 Discount rate 3.79 3.47 Expected rate of future salary increases 2.26 2.26 Expected rate of future increase for benefits in payment 1.69 1.73 Expected long-term inflation rate 1.76 1.78 Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics and experience in each territory. These assumptions translate into an average life expectancy in years for a pensioner retiring at the age of 65: 2025 2024 Years Sweden Others Sweden Others Retiring at the end of the reporting period: – Male 23 22 22 21 – Female 24 25 24 25 Retiring 20 years after the end of the reporting period: – Male 44 41 43 40 – Female 45 46 45 45 At 31 December 2025 the weighted average duration of the defined bene - fit obligation was 14.37 years (14.82). The sensitivity of the combined net defined benefit obligations and other long-term employee benefits to changes in the weighted principal assumptions is as follows: Impact on defined benefit obligation 2025 2024 SEKm Change in assumptions Increase Decrease Increase Decrease Discount rate 1%-point -16 22 -17 23 Salary growth rate 1%-point 2 -3 3 -2 Pension growth rate 1%-point 15 -14 16 -14 % Increase by 1 year Decrease by 1 year Increase by 1 year Decrease by 1 year Life expectancy 2.96 -3.78 3.55 -3.54 The sensitivity analyses above are based on a change in one assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method has been applied as when calcu - lating the pension liability recognised in the statement of financial position. Plan assets for both 2024 and 2025 are 100 per cent comprised of insurance contracts. The expected maturity analysis for undiscounted combined net defined benefit obligations and other long-term employee benefits is as follows: SEKm 31 Dec 2025 31 Dec 2024 Less than 3 years - - Between 3–7 years 27 32 Between 7–15 years 173 182 Over 15 years 219 224 Total 419 438 T otal pension costs for defined benefit plans amounting to SEK 21m (15) are included in costs of goods sold, selling expenses, general and administrative expenses and financial income and expenses, in the profit and loss account. Share-based payments Share-based long-term incentive plan The AGM approved the Board’s proposals for a share-based long-term incentive plan to align the interests of the shareholders with the interest of the Group Management T eam and other key employees in order to ensure maximum long-term value creation. T o participate in the plan, a personal shareholding in Cloetta is required. Following a three-year vesting period, the participants will be allocated class B shares in Cloetta free of charge, provided that certain conditions are fulfilled. T o be eligible for share rights entitling the participant to class B shares in Cloetta, continued employment with Cloetta is required and the personal shareholding in Cloetta must be continuously maintained. For each invested share, 15 per cent of the total performance shares will be granted series A shares, conditional upon the T otal Shareholders Return (TSR) exceeding 0 per cent during the measurement period. The TSR is calculated by comparing the volume-weighted average price of the B-shares in Cloetta on Nasdaq Stockholm during the trading days in March 2025 to the volume weighted average price on B shares in Cloetta on Nasdaq Stockholm during the trading days in March 2028, including reinvested dividends. For each invested share, 35 per cent of the total per - formance shares will be granted series B shares. conditional upon Cloet - ta's compounded organic net sales growth annually for 2025-2027. The maximum level is at least 4 per cent and the minimum level is at least 0 per cent annually for 2025-2027. For each invested share, 50 per cent of the total performance shares will be granted series C shares, conditional upon Cloetta's adjusted EBIT margin for 2027. The maximum level is at least 14 per cent and the minimum level is at least 10.6 per cent. T o be eligible for series B and series C shares, the absolute adjusted EBIT in 2027 should exceed SEK 910m. The share-based long-term incentive plans of 2021 and 2022 were vested in 2024 and 2025, respectively. With respect to the share-based long-term incentive plan of 2022, the performance targets were related to Cloetta’s average annual adjusted EBIT level during the period 2022 to 2024, Cloetta’s compounded net sales growth during the period 2022 to 2024 and Cloetta’s adjusted EBIT 175Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 176
Note 24 Provisions See Note 1 (XVIII) for the accounting policy. Movements in provisions, excluding pension benefits and other long-term employee benefits, are specified as follows: SEKm Re organisation Other Total 1 January 2025 168 6 174 Additions 63 9 72 Utilisations -17 -6 -23 Unused amounts reversed -181 -2 -183 Undiscounting -3 - -3 Exchange differences -4 -1 -5 31 December 2025 26 6 32 Analysis of total provisions Non-current 1 Current 31 Total 32 SEKm Re organisation Other Total 1 January 2024 168 6 174 Additions 8 5 13 Utilisations -6 -5 -11 Unused amounts reversed -9 0 -9 Undiscounting 2 - 2 Exchange differences 5 - 5 31 December 2024 168 6 174 Analysis of total provisions Non-current 163 Current 11 Total 174 margin for 2024. The target levels set by the Board for the performance targets were met for a weighted average percentage of approximately 78 per cent. As a result, Cloetta transferred 617,109 shares to participants holding performance share rights in 2025. With respect to the share-based long-term incentive plan of 2023, the target levels set by the Board for the performance targets were met for a weighted average percentage of approximately 95 per cent. The perfor - mance targets were related to Cloetta’s compounded net sales growth during the period 2023 to 2025, Cloetta’s adjusted EBIT margin for 2025 and Cloetta’s average annual adjusted EBIT level during the period 2023 to 2025. L TI 2023 will be paid out in 2026. As a result, Cloetta expects to transfer 806,504 shares to participants holding performance share rights. T otal costs related to the non-vested share-based long-term incentive plans are expected to amount to SEK 88m (74) during the total vesting period. The total costs for the share-based long-term incentive plans recognised in 2025 are SEK 32m (21). See page 34 for further details on the main characteristics of the share- based long-term incentive plans. Movements in the number of shares for the share-based long-term incentive plans are as follows: Number of shares in thousands 2025 2024 At 1 January 3,290 3,171 Granted for new plans 1,245 1,582 Vested plans -617 -723 Released -655 -740 At 31 December 3,263 3,290 Under the share-based long-term incentive plans, the entity receives services from employees as consideration for equity instruments (shares) of the Group. The fair value of the employee services received in exchange for the grant of the shares is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the shares granted: • including any market performance conditions (for example, an entity’s share price); and • including the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining as an employee of the entity over a specified time period). Additions to and reversals of unused amounts of reorganisation provisions are included in “Personnel expenses” in the expenses by type in Note 5. The unused amounts reversed in 2025 mainly relate to the decision not to proceed with the greenfield investment project. See Note 23 for details about pensions and other long-term employee benefits. 176 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 177
Note 25 Trade and other payables See Note 1 (XIII) for the accounting policy. Trade and other payables are specified as follows: SEKm 31 Dec 2025 31 Dec 2024 Trade payables 691 648 Other taxes and social security expenses 141 149 Pension liabilities 14 13 Other liabilities 0 7 Accruals and deferred income 745 756 Total 1,591 1,573 The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Accruals and deferred income are specified as follows: SEKm 31 Dec 2025 31 Dec 2024 Accrued personnel-related expenses 285 315 Accrued customer bonuses and discounts 281 266 Other accrued expenses and deferred income 179 175 Total 745 756 Note 26 Financial risks and financial risk management Through its activities, the Group is exposed to a variety of financial risks, such as financial market risks (including currency risk, interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredict - ability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Financial risks are managed by the Group treasury department under policies approved by the Board of Directors. The Group treasury department identifies, evaluates and, if applicable, hedges financial risks in close cooperation with the Group’s operating entities. The Board of Directors provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. The primary market and financial risks are described in detail below. Financial market risk Currency risk The Group is primarily active in the European Union, Norway and the UK. The Group’s currency risk mainly relates to positions and future trans - actions in euros (EUR), Danish kroner (DKK), Norwegian kroner (NOK), US dollars (USD) and British pounds (GBP). The Group has major investments in foreign operations whose net assets are exposed to foreign currency translation risk. Based on a risk analysis, the Group’s Boards of Directors has decided to hedge the euro-related currency risk by drawing part of the credit facil - ity in euros. This hedge covers part of the currency risk in euros. Hedge accounting (hedges of net investments in foreign operations) is applied. This has resulted in a reduction in the volatility of net financial items caused by revaluation of monetary assets and liabilities as of the date of initial application of hedge accounting. The Group’s investment in trademarks in Cloetta Ireland Ltd, Cloetta Suomi Oy, Cloetta Holland B.V. and Cloetta Slovakia s.r.o. is hedged by net euro-denominated loans (carrying amount: EUR 141m (161)) which miti - gates the foreign currency translation risk on these trademarks. The fair value of the loans was EUR 141m (161). The loans are designated as a net investment hedge. The effectiveness of the hedge is tested and docu - mented on a quarterly basis. No ineffectiveness has been recognised from the net investment hedge. The effect of the net investment hedge in a foreign operation is recognised in other comprehensive income. At 31 December 2025, the cumulative effect of the net investment hedge in a foreign operation amounted to SEK -291m (-370), net of tax, and was reported as part of the retained earnings within equity. The exposure on the currency risk on purchases and sales in USD and GBP can be covered for a period of 6 to 12 months by means of forward for - eign currency contracts, covering between 50 and 80 per cent of the expected net exposure. No hedging activities are initiated if the exposure does not exceed the equivalent of EUR 10m on an annual basis. T o manage the foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, the Group can use forward foreign cur - rency contracts. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a cur - rency that is not the entity’s functional currency. At reporting date, the Group had no forward foreign currency contracts to hedge the currency risk of the USD and GBP . T o lower the revaluation exposure in the operating result for legal entities, the Group can enter into forward foreign currency contracts to cover up to a maximum of 100% of the exposure of that legal entity for a period of maximum 12 months. T o lower the revaluation exposure on financ - ing positions the Group continuously monitors the financing positions in for - eign currencies within the Group and enters into foreign exchange transac - tions to keep the annualised revaluation exposure within the agreed upon maximum level of SEK 50m. The Group is in compliance with the defined objectives for currency risks. During 2024 and 2025, exchange rates have been volatile and as a result impacted Cloetta’s financial performance significantly. In the 2025 financial year, if the Swedish krona had weakened/strength - ened by 10 per cent against the euro with all other variables held constant, then profit for the year would have been approximately SEK 43m (41) higher/ lower. This is the result of the foreign exchange gains/losses on translation of all euro-denominated trading in Europe. Including the revaluation effect of cash and cash equivalents, borrowings and other monetary positions in sub - sidiaries, the net profit would have been in total approximately SEK 46m (25) higher/lower. The total effect on equity would have been SEK 60m (125) lower/higher. This is mainly due to the Group applying hedge accounting. The exposure of translating the financial statatements of subsidiaries into the presentation currency of the Group is not included in the sensitivity analyis. The currency risk attached to the transactions in the other currencies is not significant as the amounts involved are not significant to the total Group. 177Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 178
Interest rate risk The Group is exposed to interest rate risk on the interest-bearing non- current and current liabilities. The Group is exposed to the consequences of variable interest rates on the single-currency term loan of EUR 125m. The interest yields on com - mercial papers develop in line with the STIBOR interest rate development. In relation to fixed interest liabilities, it is exposed to market values, which is not a significant risk for the Group. The Group’s objective when managing the interest rate risk is to have a fixed percentage between 50 and 80 per cent with an average maturity between 2 and 3.5 years on borrowings that are long-term in nature. At reporting date, the Group covered 2.75 years of its exposure to interest rate fluctuations and has covered for on average 80 per cent of the interest rate exposure on the drawn facilities. The Group is in compliance with the defined objective for interest rate risks. The sensitivity of the profit for the year and equity to changes in interest rates is as follows: Sensitivity analysis interest rate Impact of changes in interest rates on profit before tax 2025 2024 SEKm Profit before tax Equity Profit before tax Equity -2%-point 23 19 14 11 -1%-point 12 9 7 6 +1%-point -12 -9 -7 -6 +2%-point -23 -18 -14 -11 The analysis considers the effects of single currency interest rate swaps and, insofar relevant, the impact of negative interest rates. Credit risk The Group does not have any significant concentrations of credit risk. The Group’s customers are subject to a credit policy. Sales are subject to payment conditions which vary per customer. A loss allowance for expected credit losses on trade receivables is established taking into account all possible default events that could lead to the Group not being able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable should be impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted by the original effective interest rate. Due to the short- term nature of the trade receivables, their carrying amount is considered to equal their fair value. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the profit and loss account within net sales. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Credit terms for customers are determined individually in the different markets. Concentrations of credit risk with respect to trade receivables are limited, due to the size and diversity of the Group’s customer base. Diversity exists amongst other things in the size of customers, country of origin, size of outstanding receivables and types of customers. Part of the trade debtors for International Markets, Ireland, the UK, Germany and the Netherlands and smaller trade debtors in Finland is insured via credit risk insurances. Trade receivables in an amount of SEK 98m (126) are covered by credit insurance. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. The Group’s historical experience of collecting receivables is that credit risk is considered to be low across all markets. However, receivables of SEK 24m, which were fully provided for in 2023, were written off as uncol - lectible during 2024. These receivables related to one of the largest cus - tomers in the UK that went into administration in 2023. The Group uses several banks (range of most used banks varies between AA- and AA+ (long-term) and A-2 and A-1 (short-term)) and has a revolving facility available Cash balances Other loans SEKm Rating (S&P) 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Aktiebolaget Svensk Exportkredit (publ) Long-term AA+ - - -338 - Danske Bank A/S Long-term A+ 657 906 -338 -558 DNB Sweden AB Long-term AA- - - - -558 KBC Short-term A-1 8 11 - - Skandinaviska Enskilda Banken AB (publ) Long-term AA- 0 0 -338 -558 Svenska Handelsbanken AB (publ) Long-term AA- 39 - -338 -558 Tatra Banka Short-term A-2 15 24 - - Other banks 18 12 - - Total 737 953 -1,353 -2,232 178 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 179
Liquidity risk Cash flow forecasting is performed in the operating entities of the Group, reviewed by the Cloetta cash committee and is aggregated by the Group treasury department. The Group treasury department monitors the sources and the amounts of the company’s cash flows, dividend, obliga - tion, loans, actual cash position and rolling forecasts of the Group’s liquid - ity requirements to ensure it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrow - ing facilities (Note 21) at all times. This is to ensure that the Group does not breach borrowing limits or covenants on any of its borrowing facilities, and the impact such restrictions had or are expected to have on its ability to meet its cash obligations. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable, external regulatory or legal requirements. The Multi-currency Zero Balancing Cash Pool (MZBCP) includes the Parent Company and most operating entities. Surplus cash held by oper - ating entities included in the MZBCP is available to the Group’s treasury department and is used for the Group’s internal and external financing activities. Surplus cash held by operating entities not included in the MZBCP is transferred to the Group’s treasury department and is also used for the Group’s internal and external financing activities. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. SEKm 31 Dec 2025 Term < 1 year Term 1–2 years Term 2–3 years Term 3–4 years Term 4–5 years Term >5 years Total Loans from credit institutions¹ 42 42 42 1,384 - - 1,510 Commercial papers 150 - - - - - 150 Lease liabilities 55 33 20 15 13 30 166 Derivative financial liabilities 79 - - - - - 79 Trade and other payables, excluding other taxes and social security payables 1,424 - - - - - 1,424 Total 1,750 75 62 1,399 13 30 3,329 SEKm 31 Dec 2024 Term < 1 year Term 1–2 years Term 2–3 years Term 3–4 years Term 4–5 years Term >5 years Total Loans from credit institutions¹ 84 2,274 - - - - 2,358 Commercial papers 150 - - - - - 150 Lease liabilities 61 35 21 10 6 13 146 Derivative financial liabilities 2 1 - - - - 3 Trade and other payables, excluding other taxes and social security payables 1,424 - - - - - 1,424 Total 1,721 2,310 21 10 6 13 4,081 1) Contractual interest based on 3m EURIBOR and 3m STIBOR rates and applicable margins based on the net debt/EBITDA covenant per year end. Capital risk management In addition to the capital management disclosure in Note 19, the Group’s priority in monitoring capital is to maintain compliance with the covenants in the applicable credit facilities agreements. Cloetta actively monitors these covenants and other ratios on a quarterly basis. The term and revolv - ing facilities agreement comprising Facility A of EUR 125m and Facility B of EUR 115m, and which is unsecured in nature, includes one covenant, relat - ing to the net debt/EBITDA ratio. At the reporting date, the term and revolv - ing facilities agreement was utilised for an amount of SEK 1,353m (2,232). Throughout 2024 and 2025, the Group was in compliance with the cove - nant requirements. Geopolitical developments Russia's escalation of the war in Ukraine that started in 2022 and the con - flict in the Middle East continue to entail risks of further impact on the global economy, further cost inflation, and disruptions in supply chains, including the war risks spreading into other geographies. Cloetta does not have operations in any of the countries directly affected by the increased geopolitical uncertainty. Cloetta has remained largely unaffected by the increased global market uncertainty related to US tariffs and potential retaliatory measures. 179Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 180
Note 27 Financial instruments – measurement categories and fair values Fair value measurement In 2024, a financial instrument categorised at level 3 of the fair value hierar - chy was recognised for an amount of SEK 8m for to the contingent earn-out consideration related to the divestment of the Nutisal brand. At year-end 2024, this contingent earn-out consideration was revalued to zero. The only items recognised at fair value after initial recognition are: • the interest rate swaps categorised within level 2 of the fair value hierar - chy in all periods presented; • the deferred selling price related to the divestment of the Nutisal brand that is categorised within level 2 of the fair value hierarchy, as well as; • the contingent earn-out consideration related to the divestment of the Nutisal brand that is categorised within level 3. The fair values of the financial assets and liabilities measured at amortised cost are approximately equal to their carrying amounts, with the exception of the forward contract to repurchase own shares which has a fair value of SEK 27m (asset) while the carrying amount is SEK 75m (liability). The following table presents the carrying amounts and fair values of the Group’s financial assets and financial liabilities, including their levels in the fair value hierarchy: Carrying amount Fair value SEKm 31 Dec 2025 Mandatorily at FVTPL Financial assets at amortised cost Other financial liabilities at amortised cost Total Level 1 Level 2 Level 3 Total Financial assets Trade and other receivables, excluding other taxes and social security receivables and prepaid expenses and accrued income - 980 - 980 Single currency interest rate swaps 3 - - 3 - 3 - 3 Cash and cash equivalents - 737 - 737 Total assets 3 1,717 - 1,720 - 3 - 3 Financial liabilities Loans from credit institutions - - 1,353 1,353 Commercial papers - - 149 149 Forward contract to repurchase own shares - - 75 75 - -27 - -27 Single currency interest rate swaps 4 - - 4 - 4 - 4 Trade and other payables, excluding other taxes and social security payables - - 1,450 1,450 Total liabilities 4 - 3,027 3,031 - -23 - -23 Carrying amount Fair value SEKm 31 Dec 2024 Mandatorily at FVTPL Financial assets at amortised cost Other financial liabilities at amortised cost Total Level 1 Level 2 Level 3 Total Financial assets Trade and other receivables, excluding other taxes and social security receivables and prepaid expenses and accrued income - 1,056 - 1,056 Contingent earn-out consideration and deferred selling price 2 - - 2 - 2 - 2 Single currency interest rate swaps 5 - - 5 - 5 - 5 Cash and cash equivalents - 953 - 953 Total assets 7 2,009 - 2,016 - 7 - 7 Financial liabilities Loans from credit institutions - - 2,232 2,232 Commercial papers - - 149 149 Forward contract to repurchase own shares - - 40 40 - 2 - 2 Single currency interest rate swaps 9 - - 9 - 9 - 9 Trade and other payables, excluding other taxes and social security payables - - 1,424 1,424 Total liabilities 9 - 3,845 3,854 - 11 - 11 180 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 181
Note 28 Related-party transactions All group companies mentioned in Note P8 are considered to be related parties. T ransactions between group companies are eliminated upon consolidation. In the context of this financial report, and aside from the subsidiaries of Cloetta AB (publ), the Board of Directors, Group Management T eam and key employees that have significant influence over the Group and AB Malfors Promotor and its subsidiaries are regarded as related parties. In 2024 and 2025, no transactions other than dividend payments occurred between Cloetta AB (publ) including its subsidiaries and AB Malfors Promotor including its subsidiaries. Transactions with Board of Directors, Group Management Team and key employees For information about salaries and remuneration of the Board of Directors and Group Management T eam, see pages 48-57 and Notes 6, 7 and 23. The Group has no receivables on the Board of Directors, Group Manage - ment T eam or key employees. In 2024 and 2025, share-based long-term incentive plans were approved by the AGM. T otal costs excluding social security charges related to the share-based long-term incentive plans that were recognised amount to SEK 23m (18), of which SEK 12m (14) is related to the Group Management T eam. Other liabilities to the Group Management T eam and key employees consist of customary personnel-related liabilities. No other transactions other than dividend payment and employee and Board remuneration occurred between Cloetta AB (publ) including its subsidiaries and the Board of Directors, Group Management T eam and key employees. The assets and liabilities measured at fair value at the reporting date are reflected in derivative financial instruments and trade and other receivables. No transfers between fair value hierarchy levels have occurred during the financial year or the prior financial year. The fair value of financial instruments that are not traded in an active market (for example, over-the- counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to determine the fair value of an instrument are observable, the instrument is included within level 2. The valuation of the instruments is based on quoted market prices, but the underlying swap amounts are based on the specific requirements of the Group. These instruments are therefore included within level 2. The fair value measurement of the contingent earn-out consideration required the use of significant unobservable inputs and was thereby initially catego - rised at level 3. The valuation techniques and inputs used to value financial instruments are: • Quoted market prices or dealer quotes for similar instruments. • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. • The fair value of forward foreign currency contracts is calculated using the difference between the share price on the spot date with the con - tractually agreed upon share price. • Other techniques, such as discounted cash flow analysis, are used to determine the fair value of the remaining financial instruments. The contingent earn-out consideration was measured at fair value using a scenario model with an earn-out threshold, different results and related changes. These data were aligned with the earn-out contract. Movements in financial instruments Type Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement Derivative financial instruments Single currency interest rate swaps The valuation of the single currency interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. Not applicable Not applicable Forward contracts to repurchase own shares The valuation of the forward contract to repur - chase own shares is calculated as the agreed upon price for repurchasing own shares mul - tiplied by the number of shares to be repur - chased on maturity date of the contract. Not applicable Not applicable Deferred selling price The valuation of the deferred selling price related to the divestment of the Nutisal brand was calculated based on the change in the weighted average of the distribution points in Sweden and Denmark of the producer of the Nutisal products on 30 June 2025 compared to 30 June 2024, as included in the AC Nielsen Weighted Distribution report. Not applicable Not applicable Contingent earn-out consideration The valuation of the contingent asset related to the divestment of the Nutisal brand was cal - culated based on the development of the net sales of Nutisal products by Cloetta and the buyer of the Nutisal brand in the period 1 July 2024 until 30 June 2025, compared to the same metric in the comparative period 1 July 2023 until 30 June 2024. Net sales of Nutisal products by Cloetta and the buyer of the Nutisal brand combined. The estimated fair value would increase (decrease) if the total net sales by Cloetta and the buyer of the Nutisal brand combined for the period 1 July 2024 until 30 June 2025 are higher (lower). 181Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 182
Note 30 Critical accounting estimates and judgements In preparing the financial statements, the Group Management T eam makes estimates and judgments that affect the reported amounts of assets and liabilities, net sales and expenses, and disclosures of contin - gent liabilities at the date of the financial statements. The estimates and assumptions that are associated with a significant risk of causing a mate - rial adjustment to the carrying amounts of assets and liabilities in the next financial year, as well as critical judgments in applying the Group’s accounting policies are discussed below. The accounting estimates and judgments are believed to be reasonable under the circumstances. The Group Management T eam and audit committee have discussed the development, selection and disclosures regarding the Group’s critical accounting principles and estimates. The estimates and judgments made in the application of the Group’s accounting policies are described below. Impairment testing of intangible assets For the purpose of impairment testing, assets are allocated to CGUs or groups of CGUs when it is not possible to assess impairment on an individ - ual asset level. The recoverable amount of an asset is compared to the carrying amount to determine if an asset is impaired. An asset’s recovera - ble amount is the higher of its value in use and its fair value less cost of disposal. The value in use is the present value of the future cash flows to be generated by an asset from its continuing use in the business. Using the company management’s best estimates in determination of the terminal growth rates, pre-tax discount rates and future cash flows, the estimated recoverable amounts of the group of CGUs for goodwill impairment testing in Scandinavia, Finland & East, the Nether - lands & West and Growth and the CGUs for trademarks impairment testing in Sweden, Finland and the Netherlands exceed the carrying amounts. For all groups of CGUs a reasonable change in assumptions will not lead to an impairment. The carrying amount of the intangible assets at the end of the reporting period was SEK 5,596m (5,833). Accounting for income taxes As part of the process of preparing the financial statements, the Group is required to estimate income taxes in each of the jurisdictions in which the Group operates. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters differs from the amounts that were initially recorded, such differences impact the current and deferred income tax assets and liabilities in the period in which such determination is made. T emporary differences between tax and financial reporting give rise to deferred tax assets and liabilities, which are included in the balance sheet. The Group must also assess the likelihood that deferred tax assets will be recovered from future taxable income. A deferred tax asset is not recog - nised if, and to the extent that it is probable that, all or some portion of the deferred tax asset will not be realised. Accounting for pensions and other post-employment benefits Pension benefits represent obligations that will be settled in the future and require assumptions to project the benefit obligations and fair values of plan assets. Post-employment benefit accounting is intended to reflect the recognition of future benefit costs over the employee’s expected service period, based on the terms of the plans and the investment and funding decisions made by the Group. For calculation of the present value of the Note 29 Leases See Note 1 (XX) for the accounting policy. SEKm 2025 2024 Recognised in: Recognised expenses for leases under IFRS 16 amount to: Interest expense -4 -5 net financial items, in the profit and loss account Expense relating to short-term leases, where no right-of-use asset has been recognised -6 -4 cost of goods sold, selling expenses and general and administrative expenses, in the profit and loss account Expense relating to leases of low-value assets that are not short-term leases -1 -1 cost of goods sold, selling expenses and general and administrative expenses, in the profit and loss account Expense relating to variable lease payments not included in lease liabilities -27 -30 cost of goods sold, selling expenses and general and administrative expenses, in the profit and loss account Total cash outflow for leases -71 -84 cash flow from operating activities and financing activities, in the cash flow statement The leases that have been recorded on Cloetta’s balance sheet are categorised in land and buildings (offices and warehouses), transporta - tion (cars, forklifts and trucks) and other equipment (e.g. IT, machinery, equipment, printers and coffee machines). Cloetta makes use of the exemptions under IFRS 16 for short-term leases and leases of low-value assets. For a number of lease arrangements Cloetta cannot reliably separate the lease and non-lease elements. For leases in the classes of assets “land and buildings” and “other equipment” the non-lease elements have been included in the calculation of the right-of-use asset. Several lease arrangements contain extension or termination options. Insofar as Cloetta is reasonably certain of exercising the extension option or not exercising the termination option, these options have been reflected in the measurement of the lease liabilities. See Note 13 for further details on right-of-use assets and Note 21 for further details on lease liabilities. 182 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 183
Note 32 Events after the balance sheet date Dividend proposal The Board proposes a dividend for 2025’s result of SEK 1.40 (1.10) per share. There were no other significant after the end of the reporting period. Note 31 Changes in accounting policies New and amended standards and interpretations adopted by the Group No new standards have been issued that are effective for annual periods beginning on or after 1 January 2025. A number of amendments to standards and interpretations are effective for annual periods beginning on or after 1 January 2025. None of these have a material impact on the consolidated financial statements of the Group. New standards and amendments to standards not yet adopted A number of amendments to standards and interpretations are effective for annual periods beginning after 1 January 2025, which have not been applied in preparing these consolidated financial statements. None of these are expected to have a material impact on the consolidated financial statements of the Group, with the exception of the following: IFRS 18 Presentation and disclosure of information in financial statements IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on pres - entation and disclosure are expected to impact the financial statements in the following areas: • The structure of the consolidated profit and loss account, including the classification and presentation of items of income and expenses and the inclusion of new subtotals in the profit and loss account • The definition and disclosure of management-defined performance measures (MPMs) • The aggregation and disaggregation of information in the financial statements • The classification of dividend and interest cash flows in the cash flow statement • The separate presentation of goodwill on the face of the balance sheet. Management is currently assessing the detailed implications of applying the new standard on the group’s consolidated financial statements. The mandatory effective date of the new standard will be 1 January 2027, with retrospective application required. There are no other IFRSs or IFRIC interpretations that are not yet effective that are expected to have a material impact on the Group. pension obligation and the net cost, actuarial assumptions are made about demographic variables (such as mortality) and financial variables (such as future increases in salaries). Changes in these key assumptions can have a significant impact on the projected benefit obligations, funding requirements and periodic costs incurred. It should be noted that when discount rates decline or rates of future salary increase, the pension bene - fit obligations will increase. For details about the key assumptions and pol - icies, see Note 23. The carrying amount at the end of the reporting period was SEK 364m (378). See Note 23 for the sensitivity analysis of the com - bined net defined benefit obligations and other long-term employee bene - fits to changes in the weighted principal assumptions. 183Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 184
Parent Company profit and loss account SEKm Note 2025 2024 Net sales P2 167 137 Gross profit 167 137 General and administrative expenses P3, P4 -172 -177 Operating loss -5 -40 Exchange differences on borrowings and cash P5 -1 0 Other financial income P5 386 506 Other financial expenses P5 -51 -166 Net financial items 334 340 Dividends received from group companies P10 555 1,909 Profit before tax 884 2,209 Income tax P6 -68 -58 Profit for the year 816 2,151 Profit for the year corresponds to comprehensive income for the year. Primary activities Cloetta AB’s primary activities include head office functions such as group-wide management and administration. Parent Company financial statements 184 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 185
Parent Company balance sheet SEKm Note 31 Dec 2025 31 Dec 2024 ASSETS Non-current financial assets Deferred tax asset P7 12 29 Shareholdings in group companies P8 4,880 4,884 Derivative financial instruments P12 0 1 Receivables from group companies P15 - 523 Total non-current financial assets 4,892 5,437 Current assets Derivative financial instruments P12 0 1 Receivables from group companies P15 395 471 Other receivables 14 68 Cash and bank P9 0 0 Total current assets 409 540 Total assets 5,301 5,977 EQUITY AND LIABILITIES Equity Share capital 1,443 1,443 Share premium 2,712 2,712 Treasury shares -46 -59 Retained earnings including profit/loss for the year 438 -40 Equity attributable to owners of the Parent Company P10 4,547 4,056 Non-current liabilities Borrowings P11 - 798 Payables to group companies P15 157 156 Derivative financial instruments P12 - 0 Deferred tax liability P7 0 - Provisions 2 2 Total non-current liabilities 159 956 Current liabilities Borrowings P11 149 149 Payables to group companies P15 217 669 Trade payables 6 1 Other current liabilities 22 18 Derivative financial instruments P12 75 41 Accrued expenses and deferred income P13 22 34 Current income tax liabilities 104 53 Total current liabilities 595 965 Total equity and liabilities 5,301 5,977 185Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 186
Parent Company statement of changes in equity SEKm Share capital Share premium reserve Treasury shares Retained earnings Total equity Balance at 1 January 2024 1,443 2,712 -79 -1,864 2,212 Comprehensive income Profit for the year - - - 2,151 2,151 Total comprehensive income for 2024 - - - 2,151 2,151 Transactions with owners Forward contracts to repurchase own shares - - - -40 -40 Issue of treasury shares to employees - - 20 -20 - Share-based payments - - - 18 18 Dividend¹ - - - -285 -285 Total transactions with owners - - 20 -327 -307 Balance at 31 December 2024 1,443 2,712 -59 -40 4,056 Comprehensive income Profit for the year - - - 816 816 Total comprehensive income for 2025 - - - 816 816 Transactions with owners Forward contracts to repurchase own shares - - - -35 -35 Issue of treasury shares to employees - - 13 -13 - Share-based payments - - - 23 23 Dividend¹ - - - -315 -315 Dividend on outstanding shares in forward contracts to repurchase own shares - - - 2 2 Total transactions with owners - - 13 -338 -325 Balance at 31 December 2025 1,443 2,712 -46 438 4,547 1) The dividend paid in 2025 comprised a dividend of SEK 1.10 (1.00) per share. Profit for the year corresponds to comprehensive income for the year. T otal equity is attributable to the owners of the Parent Company. 186 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 187
Parent Company cash flow statement SEKm Note 2025 2024 Operating loss -5 -40 Adjustments for non-cash items Other provisions 0 3 Interest paid -42 -125 Income tax paid 0 -3 Cash flow from operating activities before changes in working capital -47 -165 Cash flow from changes in working capital Group contributions 380 466 Change in other operating receivables 673 -386 Change in operating liabilities -454 -1,540 Cash flow from operating activities 552 -1,625 Cash flow from operating and investing activities 552 -1,625 Financing activities Repayment of interest-bearing borrowings -1,396 -593 Proceeds from interest-bearing borrowings 596 594 Dividends to shareholders -313 -285 Dividends received 555 1,909 Transaction costs paid 0 -2 Cash flow from financing activities -558 1,623 Cash flow for the year -6 -2 Cash and cash equivalents at beginning of year P9 0 0 Cash flow for the year -6 -2 Exchange difference 6 2 Cash and cash equivalents at end of year P9 0 0 187Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 188
P1 Accounting and valuation policies of the Parent Company The annual financial statements of the Parent Company are presented in accordance with the Swedish Annual Accounts Act (1995:1554) and the Swedish Financial Reporting Board’s recommendation RFR 2, Account - ing for Legal Entities. The statements issued by the Board with respect to listed companies are also applied. RFR 2 states that in the report for the legal entity, the Parent Company shall apply all EU-endorsed IFRSs and statements as far as possible, within the framework of the Annual Accounts Act and with respect to the connection between accounting and taxation. This recommendation defines the exceptions and additional disclosures compared to IFRS. These financial statements include the financial statements of the Parent Company covering the period from 1 January to 31 December 2025. Unless otherwise stated below, the accounting standards for the Parent Company have been consistently applied in the period. Changed accounting standards Neither revised IFRSs, nor revised RFR 2 effective from 1 January 2025 have entailed any practical change in the accounting standards for the Parent Company. Differences between the accounting policies of the Group and the Parent Company The differences between the accounting principles applied by the Group and the Parent Company are described below. Classification and presentation The profit and loss account and balance sheet of the Parent Company are presented in accordance with the Swedish Annual Accounts Act. The differences compared to IAS 1, Presentation of Financial Statements, relate mainly to financial income and expenses, equity and the presentation of provisions as a separate item in the balance sheet. Borrowing costs Borrowing costs are expensed when incurred and recognised in the other financial expenses in the profit and loss account. Group contributions Group contributions received are recognised in other financial income in the profit and loss account. Group contributions paid to group companies are reported by the Parent Company as other financial expenses in the profit and loss account. Shareholdings in group companies Shareholdings in group companies are accounted for at acquisition costs. The transaction costs are included in the carrying amount of sharehold - ings in group companies. Dividends Anticipated dividends from group companies are recognised in cases where the Parent Company has full control over the size of the dividend and has decided on the size of the dividend before the Parent Company publishes its financial reports. Dividends received from group companies are recognised in the profit and loss account. Employee benefits Remeasurements arising from defined benefit plans also include the return on plan assets excluding interest and the effect of the asset ceiling, if any, excluding interest. Remeasurements are recognised in the profit and loss account when incurred. Salary increases are not taken into account in the calculation of the defined benefit obligation, and the applied discount rate is established by the Swedish Financial Supervisory Authority. All other expenses related to defined benefit plans are recog - nised in the general and administrative expenses in the profit and loss account when incurred. Financial guarantees For reporting of financial guarantee contracts on behalf of group compa - nies, the Parent Company applies a voluntary exemption that is permitted by the Swedish Financial Reporting Board. The voluntary exemption relates to financial guarantees issued on behalf of group companies. The Parent Company recognises financial guarantee contracts as provisions in the balance sheet when it is probable that an outflow of resources will be required to settle the obligation. The costs are recognised in the general and administrative expenses in the profit and loss account. P2 Breakdown of income The net sales of SEK 167m (137) relate to intra-group services and intra- group royalty income. The breakdown of net sales by market is as follows: SEKm 2025 2024 Sweden 68 52 The Netherlands 34 31 Slovakia 16 17 Finland 16 12 Other 33 25 Total 167 137 Notes to the Parent Company financial statements 188 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 189
P3 Personnel expenses and number of employees SEKm 2025 2024 Salaries and remuneration Group Management Team Sweden 40 39 Of which, short-term variable compensation 10 17 Total salaries and remuneration 40 39 Pension costs Group Management Team Defined contribution plans 5 5 Total pension costs 5 5 Social security expenses, all employees 8 6 Total pension costs and social security expenses 13 11 Total personnel expenses 43 50 See pages 55-57 for details on remuneration of the Group Management Te a m . The company expenses the pension obligation related to the defined benefit pension plans, which are secured through credit insurance with, and administered by, Försäkringsbolaget PRI Pensionsgaranti, Mutual in the administrative expenses in the profit and loss account. The average number of employees is 4 (4), of which 1 (1) are women. All employees are employed in Sweden. The specification of gender distribution in the Board of Directors and Group Management T eam is as follows: % 2025 2024 Percentage of women Board of Directors 43 43 Group Management Team 22 14 P4 Audit fees SEKm 2025 2024 Fee for auditing services 3 3 Fee for other services Tax advice - - Audit-related advice - - Other 1 - Total other services 1 - Total audit fees 4 3 For both the financial years 2024 and 2025 PwC was elected as auditor of the Group. Auditing services relate to: • the audit of the statutory financial statements of the Parent Company, • the audit of the Parent Company’s administration by the Board of Directors and the President and CEO, • the procedures for the auditor’s statement regarding the guide- lines for remuneration to senior executives, pursuant to Chapter 8, Section 54 of the Swedish Companies Act (2005:551), and • the procedures for the auditor’s limited assurance report on the statutory sustainability report. P5 Net financial items SEKm 2025 2024 Exchange differences on cash -1 0 Group contributions 380 466 Interest income, group companies 6 36 Realised gains on single currency interest rate swaps 0 4 Other financial income 386 506 Interest expenses, third-party borrowings -24 -45 Interest expenses, group companies -21 -120 Interest expenses on third-party pensions 0 0 Unrealised losses on single currency interest rate swaps -1 -1 Other interest expenses -5 0 Other financial expenses -51 -166 Net financial items 334 340 P6 Income taxes SEKm 2025 2024 Current income tax -51 -58 Deferred income tax -17 0 Total -68 -58 The year’s income tax expense corresponds to an effective tax rate of, % 7.7 2.6 SEKm 2025 2024 The difference between the effective tax rate and the statutory tax rate in Sweden is attributable to the following items: Taxable profit from ordinary activities 884 2,209 Tax calculated at applicable tax rate for the Parent Company -182 -455 Expenses not deductible for tax purposes 1 -1 Adjustments recognised in the period for tax for prior periods -1 5 Tax effect of dividends received 114 393 Income tax -68 -58 Reported effective tax rate, % 7.7 2.6 Tax rate in Sweden, % 20.6 20.6 P7 Deferred income tax Deferred tax assets and liabilities relate to the tax effect of the difference between the tax base of the defined asset or liability and its carrying amount as recognised in the financial statements. Deferred tax assets for the period were SEK 12m (29) and are considered to be realised after more than 12 months. The recognised deferred tax assets comprise deductible temporary differences of SEK 12m (29). There are no unrecognised deferred taxes. 189Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 190
P8 Shareholdings in group companies Cloetta Sverige AB Candyking Sverige AB Pickalot AB Cloetta Development AB Cloetta Nuts AB Cloetta Finance Holland BV Cloetta België NV Cloetta Deutschland GmbH Cloetta Suomi Oy Cloetta Slovakia sro Cloetta Holland BV Cloetta Ireland Ltd Cloetta Norge AS Candy Express ApS Cloetta Danmark ApS Cloetta UK Ltd Cloetta AB (publ) Cloetta Middle East DMCC Cloetta North America Inc % of capital Carrying amount in SEKm Corp. ID no. Domicile 2025 2024 2025 2024 Cloetta Holland B.V. 34221053 Amsterdam, the Netherlands 100 100 3,591 4,087 Cloetta België N.V. 0404183756 Turnhout, Belgium 100 100 - - Cloetta Suomi Oy 1933121-3 Turku, Finland 100 100 - - Cloetta Danmark ApS 28106866 Brøndby, Denmark 100 100 - - Candy Express ApS 42377732 Brøndby, Denmark 100 100 - - Cloetta Norge AS 987943033 Høvik, Norway 100 100 - - Cloetta Deutschland GmbH HRB 9561 Bocholt, Germany 100 100 - - Cloetta Finance Holland B.V. 20078943 Amsterdam, the Netherlands 100 100 - - Cloetta Slovakia s.r.o. 35 962 488 Bratislava, Slovakia 100 100 - - Cloetta Nuts AB¹ 556706-9264 Helsingborg, Sweden 100 100 - - Cloetta Ireland Ltd. 285910 Dublin, Ireland 100 100 - - Cloetta Middle East DMCC DMCC156985 Dubai, United Arab Emirates 100 100 - - Cloetta North America Inc.² 39-2984555 Wilmington, United States 100 - - - Cloetta Sverige AB 556674-9155 Malmö, Sweden 100 100 1,287 795 Candyking Sverige AB 556319-6780 Malmö, Sweden 100 100 - - Pickalot AB 556730-1857 Malmö, Sweden 100 100 - - Cloetta UK Ltd. 01726257 Hampshire, United Kingdom 100 100 - - Cloetta Development AB 556377-3182 Linköping, Sweden 100 100 2 2 Total 4,880 4,884 1) On 19 September 2024, Cloetta Nutisal AB was renamed into Cloetta Nuts AB. 2) On 19 June 2025, Cloetta North America Inc was incorporated See Note 1 for disclosures on changes in Group structure. 190 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 191
P9 Cash and cash equivalents A Multicurrency Zero Balancing Cash Pool (MZBCP) is in place, which is held by Cloetta Holland B.V. As a result, only the cash at bank accounts outside the MZBCP is presented for Cloetta AB (publ). See Note 18 for further details. P10 Equity Share capital See Note 19 for a description of the share capital of the Parent Company. Non-restricted equity Retained earnings Retained earnings comprise the sum of profit for the year and retained earnings from previous years. Retained earnings including the share premium reserve represent the amount of non-restricted equity available for distribution to the shareholders. Treasury shares On 29 April 2024 and 14 May 2025, a total of 723,373 and 617,909 treasury shares were granted to the participants of the long-term share-based incentive plan 2021 and 2022 respectively on vesting. 1,936,783 treasury shares are held with the purpose of issuing shares to the participants of LT I ' 2 3 at vesting date. Dividend The Annual General Meeting (AGM) approved the following dividend on 9 April 2024 and 10 April 2025: 2025 2024 Dividend per share, SEK 1.10 1.00 Total dividend, SEKm 315 285 Dividend as a percentage of profit of the Cloetta Group for the previous year 66 65 Payment date April 2025 April 2024 After the reporting date, the following dividend was proposed by the Board of Directors. The dividend has not been recognised as liability in the balance sheet 2025 2024 Dividend per share, SEK 1.40 1.10 Total dividend, SEKm 401 315 On 24 November 2025, a dividend from group companies of SEK 555m (1,909) was received. The Board of Directors proposes that the total earn - ings in the Parent Company at the disposal of the AGM of SEK 3,150m (2,672) are to be distributed as follows: SEK 401m (315) to be distributed to the shareholders and SEK 2,749m (2,357) to be carried forward to new account. P11 Borrowings The Parent Company’s borrowings consist of loans from credit institu - tions for a net amount of SEK 0m (798) and commercial papers of SEK 149m (149). The following table shows the reconciliation of movements of liabilities to cash flows arising from financing activities SEKm Long-term borrowings Short-term borrowings Total Balance at 1 January 2024 799 149 948 Changes from financing cash flows Proceeds from commercial papers - 594 594 Repayment of commercial papers - -593 -593 Transaction costs paid -1 -1 -2 Total changes from financing cash flows -1 - -1 Other changes Amortisation of capitalised transaction costs - 1 1 Interest expenses, third-party borrowings 38 6 44 Interest paid -38 -7 -45 Total other changes 0 0 0 Balance at 31 December 2024 798 149 947 Changes from financing cash flows Proceeds from commercial papers - 596 596 Repayment of loans from credit institutions -800 - -800 Repayment of commercial papers - -596 -596 Transaction costs paid 0 - 0 Total changes from financing cash flows -800 - -800 Other changes Amortisation of capitalised transaction costs 2 - 2 Interest expenses, third-party borrowings 21 3 24 Interest paid -21 -3 -24 Total other changes 2 - 2 Balance at 31 December 2025 - 149 149 See Note 21 for the disclosure of the borrowings. 191Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 192
P12 Derivative financial instruments The derivative financial instruments comprise single currency interest rate swap assets amounting to SEK 0m (2) of which SEK 0m (1) is non- current in nature, single currency interest rate swap liabilities amounting to SEK 0m (1) of which SEK 0m (0) is non- current in nature and forward con - tracts to repurchase own shares of SEK 75m (40) which are current in nature. P13 Accrued expenses and deferred income Accrued expenses and deferred income amount to SEK 22m (34), of which SEK 16m (18) is related to accrued personnel-related expenses and SEK 6m (16) to other accrued expenses and deferred income. P14 Pledged assets and contingent liabilities SEKm 31 Dec 2025 31 Dec 2024 Contingent liabilities Guarantees on behalf of group companies 282 253 Guarantee for loans from credit institutions for group companies 1,353 1,432 Total 1,635 1,685 The company issued a parent company guarantee pursuant to Article 403, Book 2 of the Dutch Civil Code in respect of Cloetta Holland B.V. and Cloetta Finance Holland B.V. This means that Cloetta AB declares and accepts, under reservation of legal repeal of the declaration, joint and several liability for the debts resulting from legal acts of Cloetta Holland B.V. and Cloetta Finance Holland B.V. As the probability of a settlement is remote, an estimate of the financial effect is not practical to calculate. The company issued a support letter to Cloetta Ireland Ltd. The term and revolving facilities agreement is unsecured in nature. P15 Related-party transactions The Parent Company’s holdings of shares and participations in subsidiaries are specified in Note P8. Receivables from and liabilities to subsidiaries are broken down as follows: SEKm 31 Dec 2025 31 Dec 2024 Non-current interest-bearing receivables - 523 Current interest-free receivables 395 471 Non-current interest-bearing payables -157 -156 Current interest-bearing payables -217 -669 Total 21 169 For the Parent Company, SEK 167m (137), equal to 100 per cent (100) of the year’s net sales, and SEK 86m (91), equal to 50 per cent (51) of the year’s purchases, relate to group companies in the Cloetta Group. The prices of goods and services sold to and purchased from related parties are set on market-based terms. On 24 November 2025, a dividend from group companies of SEK 555m (1,909) was received. At 31 December 2025, the Parent Company’s receivables from group companies amount to SEK 395m (994) and liabilities to subsidiaries amount to SEK 374m ( 825). Transactions with related parties are priced on market- based terms. T otal costs excluding social security charges related to the share-based long-term incentive plan amount to SEK 17m (5), of which SEK 17m (5) is related to the Group Management T eam. The Parent Company has no past experience of credit losses on receivables from group companies and future credit losses are expected to be immaterial. 192 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 193
Earnings in the Parent Company at the disposal of the Annual General Meeting 2025 Share premium reserve SEK 2,711,620,366 Retained earnings SEK -377,789,336 Profit for the year SEK 815,746,307 Total SEK 3,149,577,337 The Board of Directors proposes that dividends be paid in a total amount of SEK 401,355,522 equal to SEK 1.40 per share. The Board of Directors proposes that the earnings be disposed of as follows: The earnings are to be disposed as follows: 2025 To be distributed to the shareholders SEK 401,355,522 To be carried forward to new account SEK 2,748,221,815 Total SEK 3,149,577,337 The number of shares at 31 December 2025 was 288,619,299, of which 1,936,783 were held in treasury. Proposed appropriation of earnings The Board of Directors and the President and CEO give their assurance that the consolidated financial statements and annual report have been prepared in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002, on the Application of International Accounting Standards and Generally Accepted Accounting Standards, and give a true and fair view of the financial position and results of operations of the Group and the Parent Company. The administration report for the Group and the Parent Company gives a true and fair view of the business activities, financial position and results of operations of the Group and the Parent Company, and describes the significant risks and uncertainties to which the Parent Company and the group compa - nies are exposed. The sustainability report has been prepared in accordance with the European Sustainability Reporting Stand - ards (ESRS) pursuant to the requirements of the Swedish Annual Accounts Act and Article 8 of the EU T axonomy Regulation. The contents of the annual report were finalized on 10 March 2026. Stockholm, 10 March 2026 Morten Falkenberg Chairman Pauline Lindwall Member of the Board Patrick Bergander Member of the Board Malin Jennerholm Member of the Board Alan McLean Raleigh Member of the Board Mikael Svenfelt Member of the Board Camilla Svenfelt Member of the Board Lena Grönedal Employee Board member Katarina T ell President and CEO Our audit report and limited assurance report for the sustainability report was issued on 10 March 2026 Öhrlings PricewaterhouseCoopers AB Sofia Götmar-Blomstedt Authorised Public Accountant Partner in charge Erik Bergh Authorised Public Accountant The profit and loss accounts and balance sheets of the Group and the Parent Company are subject to approval by the AGM on 21 April 2026. The information in this report is subject to the disclo - sure requirements of Cloetta AB (publ) under the provisions in the Swedish Securities Market Act. The information was submitted for publication on 12 March 2026, at 2:00 p.m. CET. 193Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 194
Auditor’s report T o the general meeting of the shareholders of Cloetta AB (publ), corporate identity number 556308-8144 Report on the annual accounts and consolidated accounts Opinions We have audited the annual accounts and consolidated accounts of Cloetta AB (publ) for the year 2025 except for the corporate governance statement on pages 48–54 and the statutory Sustain - ability Report on pages 64–140, respectively. The annual accounts and consolidated accounts of the company are included on pages 35–140 and 143–193 in this document. In our opinion, the annual accounts have been prepared in accord - ance with the Annual Accounts Act and present fairly, in all material respects, the financial position of parent company as of 31 December 2025 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consoli - dated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2025 and their financial per - formance and cash flow for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement and the statutory sustainability report on pages 48–54 and 64–140, respectively. The statutory administration report is con - sistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the general meeting of sharehold - ers adopts the income statement and balance sheet for the parent company and the group. Our opinions in this report on the annual accounts and consoli - dated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee* in accordance with the Audit Regulation (537 /2014/EU) Article 11. Basis for Opinions We conducted our audit in accordance with International Stand - ards on Auditing (ISA) and generally accepted auditing stand - ards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537 /2014/EU) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Our audit approach Audit scope We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Board of Directors and the Managing Director made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated finan - cial statements as a whole, taking into account the structure of the group, the accounting processes and controls, and the industry in which the group operates. Materiality The scope of our audit was influenced by our application of materi - ality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative consider - ations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Key audit matters Key audit matters of the audit are those matters that, in our pro - fessional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters. 194 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 195
Other Information than the annual accounts and consolidated accounts This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1–34, 64–140 and 198–208. The Board of Directors and the Managing Director are responsible for this other information. Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and con - solidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge other - wise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other informa - tion, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsi - ble for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS Accounting Standards as adopted by the EU. The Board of Directors and the Managing Direc - tor are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsi - ble for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intend to liquidate the company, to cease operations, or has no realistic alternative but to do so. The Audit Committee shall, without prejudice to the Board of Directors' responsibilities and tasks in general, among other things oversee the company’s financial reporting process. Auditor’s responsibility Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstate - ment 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 annual accounts and consoli - dated accounts. A further description of our responsibility for the audit of the annual accounts and consolidated accounts is available on Swedish Inspectorate of Auditors’ website: www.revisorsinspektionen.se/ revisornsansvar. This description is part of the auditor ´ s report. Report on other legal and regulatory requirements The auditor’s examination of the administration of the company and the proposed appropriations of the company’s profit or loss Opinions In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Cloetta AB (publ) for the year 2025 and the proposed appropriations of the company’s profit or loss. We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liabil - ity for the financial year. Key Audit Matter How our audit addressed the Key Audit Matter Impairment T esting of Goodwill and Intangible Assets Goodwill and intangible assets with indefinite useful lives constitute a significant part of Cloetta’s balance sheet and amounted to SEK 5,557m as of 31 December 2025 (SEK 5,784m). The company conducts an annual impairment test of these assets, which is based on the calculation of discounted future cash flows for the cash-gener - ating units to which goodwill and other intangible assets are allocated, in accordance with the requirements set forth in the IFRS Accounting Standards. The impairment test involves a high degree of judgment and assumptions regarding future cash flows. In our audit, we have assessed the valuation model used by the man - agement. This includes, among other things, verifying that the most critical assumptions for the valuation have been aligned with the Group’s budget, strategic plan, and, where applicable, external data. Furthermore, we have reviewed how well the assumptions made in the previous year were achieved. We have tested the sensitivity of the key assumptions to evaluate the risk of impairment and have assessed the accuracy of the disclosures presented in the annual report. 195Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 196
Basis for Opinions We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accord - ance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appropri - ations of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group’ equity, consolidation requirements, liquidity and position in general. The Board of Directors is responsible for the company’s organi - zation and the administration of the company’s affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company ´ s organization is designed so that the accounting, management of assets and the company’s financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors’ guide - lines and instructions and among other matters take measures that are necessary to fulfill the company’s accounting in accordance with law and handle the management of assets in a reassuring manner. Auditor’s responsibility Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect: • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or • in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. Our objective concerning the audit of the proposed appropriations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act. A further description of our responsibility for the audit of the administration is available on Swedish Inspectorate of Auditors’ website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the auditor’s report. The auditor’s examination of the Esef report Opinion In addition to our audit of the annual accounts and consolidated accounts, we have also examined that the Board of Directors and the Managing Director have prepared the annual accounts and consolidated accounts in a format that enables uniform electronic reporting (the Esef report) pursuant to Chapter 16, Section 4 a of the Swedish Securities Market Act (2007:528) for Cloetta AB (publ) for the financial year 2025. Our examination and our opinion relate only to the statutory requirements. In our opinion, the Esef report has been prepared in a format that, in all material respects, enables uniform electronic reporting. Basis for Opinion We have performed the examination in accordance with FAR’s rec - ommendation RevR 18 Examination of the Esef report. Our respon - sibility under this recommendation is described in more detail in the Auditors’ responsibility section. We are independent of Cloetta AB (publ) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are respon - sible for the preparation of the Esef report in accordance with the Chapter 16, Section 4 a of the Swedish Securities Market Act (2007:528), and for such internal control that the Board of Direc - tors and the Managing Director determine is necessary to prepare the Esef report without material misstatements, whether due to fraud or error. Auditor’s responsibility Our responsibility is to obtain reasonable assurance whether the Esef report is in all material respects prepared in a format that meets the requirements of Chapter 16, Section 4(a) of the Swedish Securi - ties Market Act (2007:528), based on the procedures performed. RevR 18 requires us to plan and execute procedures to achieve reasonable assurance that the Esef report is prepared in a format that meets these requirements. Reasonable assurance is a high level of assurance, but it is not a guarantee that an engagement carried out according to RevR 18 and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Esef report. The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. The examination involves obtaining evidence, through various procedures, that the Esef report has been prepared in a format 196 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 197
that enables uniform electronic reporting of the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design audit procedures that are appropriate in the circumstances, the auditor considers those elements of internal control that are relevant to the preparation of the Esef report by the Board of Directors and the Managing Director, but not for the purpose of expressing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriateness and reasonable ness of assumptions made by the Board of Directors and the Managing Director. The procedures mainly include a validation that the Esef report has been prepared in a valid XHMTL format and a reconciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether the consolidated statement of financial performance, financial position, changes in equity, cash flow and disclosures in the Esef report have been marked with iXBRL in accordance with what follows from the Esef regulation. The auditor’s examination of the corporate governance statement The Board of Directors is responsible for that the corporate govern - ance statement on pages 48–54 has been prepared in accordance with the Annual Accounts Act. Our examination of the corporate governance statement is conducted in accordance with FAR’s auditing standard RevR 16 The auditor’s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and gen - erally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions. A corporate governance statement has been prepared. Disclo - sures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act. Öhrlings PricewaterhouseCoopers AB, 113 97 Stockholm, was appointed auditor of Cloetta AB (publ) by the general meeting of the shareholders on the 10 April 2025 and has been the company’s auditor since 4 April 2019. Stockholm, 10 March 2026 Öhrlings PricewaterhouseCoopers AB Sofia Götmar-Blomstedt Authorized Public Accountant Auditor in charge Erik Bergh Authorized Public Accountant This is a translation of the Swedish language original. In the event of any differences between this translation and the Swedish language original, the latter shall prevail. 197Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 198
Ten-year overview SEKm 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Profit and loss account in summary Net sales 8,525 8,613 8,301 6,869 6,046 5,695 6,493 6,218 5,784 5,107 Cost of goods sold -5,436 -5,747 -5,751 -4,738 -3,898 -3,718 -4,112 -3,934 -3,678 -3,084 Gross profit 3,089 2,866 2,550 2,131 2,148 1,977 2,381 2,284 2,106 2,023 Other income - - - - - - - 4 6 - Selling expenses -1,184 -1,160 -1,073 -1,009 -938 -951 -1,011 -1,025 -972 -806 General and administrative expenses -797 -899 -742 -656 -645 -584 -643 -603 -613 -582 Operating profit 1,108 807 735 466 565 442 727 660 527 635 Exchange differences cash and cash equivalents 13 -35 -43 -143 33 -10 -19 -16 -17 -8 Other financial income 42 111 128 83 9 3 2 5 7 17 Other financial expenses -145 -224 -250 -63 -49 -52 -62 -87 -74 -175 Net financial items -90 -148 -165 -123 -7 -59 -79 -98 -84 -166 Profit before tax 1,018 659 570 343 558 383 648 562 443 469 Income tax expense -227 -182 -133 -68 -86 -118 -150 -79 -206 -122 Profit for the period for continuing operations 791 477 437 275 472 265 498 483 237 347 Result after tax from discontinued operations - - - - - - - - -334 -538 Net profit/loss for the period 791 477 437 275 472 265 498 483 -97 -191 Profit for the period attributable to: Owners of the Parent Company Continuing operations 791 477 437 275 472 265 498 483 237 347 Discontinued operation - - - - - - - - -334 -538 Total 791 477 437 275 472 265 498 483 -97 -191 198 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 199
SEKm 31 Dec 2025 31 Dec 2024 31 Dec 2023 31 Dec 2022 31 Dec 2021 31 Dec 2020 31 Dec 2019 31 Dec 2018 31 Dec 2017 31 Dec 2016 Balance sheet in summary Intangible assets 5,596 5,833 5,862 5,883 5,582 5,530 5,684 5,626 5,490 5,354 Property, plant and equipment 1,544 1,695 1,686 1,581 1,576 1,560 1,559 1,354 1,338 1,700 Deferred tax asset 25 59 23 43 42 21 9 16 20 54 Derivative financial instruments 2 1 5 25 2 - - - - - Other financial assets 3 4 3 3 5 3 7 11 11 13 Total non-current assets 7,170 7,592 7,579 7,535 7,207 7,114 7,259 7,007 6,859 7,121 Inventories 1,377 1,336 1,292 1,090 843 952 888 765 745 780 Trade and other receivables 1,102 1,256 1,089 1,030 787 736 928 838 881 988 Current income tax assets 27 4 47 44 19 30 6 6 8 36 Derivative financial instruments 1 4 18 34 1 - - 1 0 4 Cash and cash equivalents 737 953 658 583 692 396 579 551 759 298 Total current assets 3,244 3,553 3,104 2,781 2,342 2,114 2,401 2,161 2,393 2,106 Assets held for sale - - - - - - - - - 9 TOTAL ASSETS 10,414 11,145 10,683 10,316 9,549 9,228 9,660 9,168 9,252 9,236 Equity 5,706 5,434 5,098 4,994 4,515 4,153 4,197 3,968 3,818 4,199 Long-term borrowings 1,408 2,306 2,264 2,277 2,162 111 939 2,076 1,715 2,666 Deferred tax liability 889 910 900 884 863 836 803 754 703 586 Derivative financial instruments - 4 8 - - 0 3 3 2 12 Other non-current liabilities - - - - - - - - 138 - Provisions for pensions and other long-term employee benefits 364 378 382 345 505 512 499 419 374 396 Provisions 1 163 160 107 - 5 5 9 5 22 Total non-current liabilities 2,662 3,761 3,714 3,613 3,530 1,464 2,249 3,261 2,937 3,682 Short-term borrowings 197 203 220 207 206 2,368 1,870 500 999 2 Derivative financial instruments 79 45 1 - 0 54 68 61 71 54 Trade and other payables 1,591 1,573 1,585 1,419 1,267 1,144 1,227 1,342 1,394 1,196 Provisions 31 11 14 6 5 24 5 23 3 64 Current income tax liabilities 148 118 51 77 26 21 44 13 30 39 Total current liabilities 2,046 1,950 1,871 1,709 1,504 3,611 3,214 1,939 2,497 1,355 Total equity and liabilities 10,414 11,145 10,683 10,316 9,549 9,228 9,660 9,168 9,252 9,236 199Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 200
Key ratios SEKm 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Profit Net sales 8,525 8,613 8,301 6,869 6,046 5,695 6,493 6,218 5,784 5,107 Net sales, change % -1.0 3.8 20.8 13.6 6.2 -12.3 4.4 7.5 13.3 n/a Organic net sales, change, % 1.9 4.7 15.7 10.0 8.4 -11.2 2.3 -2.8 -1.2 n/a Gross margin, % 36.2 33.3 30.7 31.0 35.5 34.7 36.7 36.7 36.4 39.6 Depreciation -248 -273 -284 -251 -250 -270 -290 -218 -218 -206 Amortisation -11 -11 -11 -11 -10 -10 -11 -12 -11 -5 Impairment other non-current assets -9 -60 17 -136 -1 -13 -2 - -9 -2 Operating profit (EBIT), adjusted 1,033 910 799 691 571 495 743 677 604 695 Operating profit margin (EBIT margin), adjusted % 12.1 10.6 9.6 10.1 9.4 8.7 11.4 10.9 10.4 13.6 Operating profit (EBIT) 1,108 807 735 466 565 442 727 660 527 635 Operating profit margin (EBIT margin), % 13.0 9.4 8.9 6.8 9.3 7.8 11.2 10.6 9.1 12.4 EBITDA, adjusted 1,295 1,194 1,100 955 832 777 1,046 907 833 906 EBITDA 1,376 1,151 1,013 864 826 735 1,030 890 765 848 Profit margin, % 11.9 7.7 6.9 5.0 9.2 6.7 10.0 9.0 7.7 9.2 Segments Branded packaged products Net sales 5,972 6,219 6,153 5,169 4,686 4,527 n/a n/a n/a n/a Operating profit, adjusted 799 740 786 669 577 649 n/a n/a n/a n/a Operating profit margin, adjusted % 13.4 11.9 12.8 12.9 12.3 14.3 n/a n/a n/a n/a Pick & mix Net sales 2,553 2,394 2,148 1,700 1,360 1,168 n/a n/a n/a n/a Operating profit, adjusted 234 170 13 22 -6 -154 n/a n/a n/a n/a Operating profit margin, adjusted % 9.2 7.1 0.6 1.3 -0.4 -13.2 n/a n/a n/a n/a Financial position Working capital 888 1,017 796 701 363 540 589 402 232 572 Capital expenditure 189 225 379 296 230 357 235 184 157 170 Net debt 956 1,610 1,825 1,855 1,679 2,139 2,302 2,091 2,035 2,443 Capital employed 7,754 8,370 7,973 7,823 7,388 7,198 7,576 7,027 6,979 7,329 Return on capital employed, % ¹ 14.3 11.2 10.9 7.2 7.9 6.0 10.0 9.5 8.2 11.1 Equity/assets ratio, % 54.8 48.8 47.7 48.4 47.3 45.0 43.4 43.3 41.3 45.5 Net debt/equity ratio, % 16.8 29.6 35.8 37.1 37.2 51.5 54.8 52.7 53.3 58.2 Return on equity, % 13.9 8.8 8.6 5.5 10.5 6.4 11.9 12.2 6.2 -4.5 Equity per share, SEK 19.9 19.0 17.9 17.5 15.7 14.4 14.5 13.7 13.2 14.5 Net debt/EBITDA, x 0.7 1.3 1.7 1.9 2.0 2.8 2.2 2.3 2.4 2.4 1) Return on capital employed for 2016 was calculated pro-forma for continuing operations. 200 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 201
SEKm 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Cash flow Cash flow from operating activities 1,057 765 778 519 858 641 724 628 712 889 Cash flow from investing activities -131 -91 -280 -213 -191 -274 -330 -184 -22 -322 Cash flow after investments 926 674 498 306 667 367 394 444 690 567 Free cash flow 924 602 496 305 664 366 538 444 555 719 Free cash flow yield, % 8.0 8.3 9.5 5.1 8.8 5.2 5.9 6.3 6.5 8.7 Cash flow from operating activities per share, SEK 3.7 2.7 2.7 1.8 3.0 2.2 2.5 2.2 2.5 3.1 Employees Average number of employees² 2,521 2,577 2,582 2,598 2,599 2,653 2,629 2,458 2,467 2,115 Share data Earnings per share, SEK Basic³ 2.78 1.67 1.53 0.96 1.64 0.92 1.74 1.69 -0.34 -0.67 Diluted³ 2.78 1.67 1.53 0.96 1.64 0.92 1.74 1.68 -0.34 -0.67 Earnings per share from continuing operations, SEK Basic³ 2.78 1.67 1.53 0.96 1.64 0.92 1.74 1.69 0.83 1.21 Diluted³ 2.78 1.67 1.53 0.96 1.64 0.92 1.74 1.68 0.83 1.21 Earnings per share from discontinued operation, SEK Basic³ - - - - - - - - -1.17 -1.88 Diluted³ - - - - - - - - -1.17 -1.88 Ordinary dividend per share, proposed, SEK⁴ 1.40 1.10 1.00 1.00 1.00 0.75 0.50 1.00 0.75 0.75 Special dividend per share, SEK - - - - - - - 0.75 - Number of shares outstanding at end of period³ 286,682,516 286,065,407 285,342,034 285,405,738 287,028,670 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 Average number of shares (basic)³ 284,725,873 285,690,150 285,394,917 286,806,351 287,480,924 286,590,993 286,578,395 286,492,413 286,320,464 286,193,024 Average number of shares (diluted)³ 284,884,305 285,786,127 285,650,818 286,890,237 287,518,726 286,805,203 286,724,049 286,650,070 286,492,178 286,447,465 Share-price at year-end, SEK 40.46 25.20 18.32 20.86 26.20 24.52 31.70 24.30 29.70 28.70 Exchange Rates EUR, average 11.0675 11.4408 11.4821 10.6346 10.1527 10.4880 10.5815 10.2543 9.6362 9.4700 EUR, end of period 10.8215 11.4590 11.0960 11.1218 10.2503 10.0343 10.4468 10.2274 9.8210 9.5804 NOK, average 0.9440 0.9831 1.0046 1.0532 0.9991 0.9757 1.0748 1.0672 1.0324 1.0200 NOK, end of period 0.9137 0.9715 0.9871 1.0578 1.0262 0.9584 1.0591 1.0294 0.9997 1.0548 GBP, average 12.9086 13.5177 13.2099 12.4689 11.8203 11.7868 12.0732 11.5917 10.9909 11.5480 GBP, end of period 12.4014 13.8197 12.7680 12.5397 12.1987 11.1613 12.2788 11.3992 11.0684 11.1673 DKK, average 1.4829 1.5339 1.5410 1.4295 1.3652 1.4070 1.4173 1.3760 1.2956 1.2721 DKK, end of period 1.4489 1.5365 1.4888 1.4956 1.3784 1.3485 1.3982 1.3698 1.3192 1.2888 2) Average number of employees is presented for continuing operations in 2017. Employee numbers in 2019 have been updated following the implementation of a new company-wide HR system. Comparative figures have not been restated. 3) From 2013 until 2020 and in 2024 and 2025, Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver the shares to the participants of its long- term share-based incentive plan. From 2021 until 2023, Cloetta purchased treasury shares to fulfill its future obligation to deliver shares to the participants of the long-term share-based incentive plan, if vesting conditions are met. 4) In March 2020, the Board of Directors decided to withdraw its proposal for a dividend for the 2019 financial year of SEK 1.00 per share, as a result of the increased uncertainty due to the Covid-19 pandemic. In September 2020, the Board of Directors proposed a dividend of SEK 0.50 per share for the 2019 financial year, considering Cloetta’s strong financial position and cash generative business model. The EGM on 3 November 2020 approved this dividend proposal. 201Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 202
Reconciliation of alternative performance measures SEKm 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Items affecting comparability Acquisitions, integration and restructurings 75 -103 -64 -249 -6 -53 -13 -38 -62 -43 of which: impairment non-current assets -6 -60 23 -134 - -11 - - -9 -2 Remeasurements of contingent consider - ations - - - - - - - 21 5 -17 Other items affecting comparability - - - 24 - - -3 0 -20 - Items affecting comparability 75 -103 -64 -225 -6 -53 -16 -17 -77 -60 Corresponding line in the condensed consolidated profit and loss account: Net sales - - - - - - - 0 - - Cost of goods sold 123 25 -48 -210 1 -19 2 3 -39 -15 Other income - - - - - - - 4 4 - Selling expenses -32 -3 1 -4 - -12 -6 -1 -6 - General and administrative expenses -16 -125 -17 -11 -7 -22 -12 -23 -36 -45 Total 75 -103 -64 -225 -6 -53 -16 -17 -77 -60 Operating profit, adjusted¹ Operating profit 1,108 807 735 466 565 442 727 660 527 635 Minus: Items affecting comparability 75 -103 -64 -225 -6 -53 -16 -17 -77 -60 Operating profit, adjusted 1,033 910 799 691 571 495 743 677 604 695 Net sales 8,525 8,613 8,301 6,869 6,046 5,695 6,493 6,218 5,784 5,107 Operating profit margin, adjusted, % 12.1 10.6 9.6 10.1 9.4 8.7 11.4 10.9 10.4 13.6 EBITDA, adjusted¹ Operating profit 1,108 807 735 466 565 442 727 660 527 635 Minus: Depreciation -248 -273 -284 -251 -250 -270 -290 -218 -218 -206 Minus: Amortisation -11 -11 -11 -11 -10 -10 -11 -12 -11 -5 Minus: Impairment non-current assets -9 -60 17 -136 -1 -13 -2 - -9 -2 EBITDA 1,376 1,151 1,013 864 826 735 1,030 890 765 848 Minus: Items affecting comparability (excl. impairment non-current assets) 81 -43 -87 -91 -6 -42 -16 -17 -68 -58 EBITDA, adjusted 1,295 1,194 1,100 955 832 777 1,046 907 833 906 1) The key figure has been affected by IFRS 16 ‘Leases’ as of 1 January 2019. Comparative figures are not restated. 202 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 203
SEKm 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 Capital employed¹ ,² Total assets 10,414 11,145 10,683 10,316 9,549 9,228 9,660 9,168 9,252 9,236 Minus: Deferred tax liability 889 910 900 884 863 836 803 754 703 586 Minus: Other non-current liabilities - - - - - - - - 138 - Minus: Non-current provisions 1 163 160 107 - 5 5 9 5 22 Minus: Current provisions 31 11 14 6 5 24 5 23 3 64 Minus: Trade and other payables 1,591 1,573 1,585 1,419 1,267 1,144 1,227 1,342 1,394 1,196 Minus: Current income tax liabilities 148 118 51 77 26 21 44 13 30 39 Capital employed 7,754 8,370 7,973 7,823 7,388 7,198 7,576 7,027 6,979 7,329 Capital employed comparative period previous year 8,370 7,973 7,823 7,388 7,198 7,576 7,027 6,979 5,966 7,756 Average capital employed 8,062 8,172 7,898 7,606 7,293 7,387 7,302 7,003 6,473 7,543 Return on capital employed¹ ,² Operating profit 1,108 807 735 466 565 442 727 660 527 635 Financial income 42 111 128 83 9 3 2 5 7 17 Operating profit plus financial income 1,150 918 863 549 574 445 729 665 534 652 Average capital employed 8,062 8,172 7,898 7,606 7,293 7,387 7,302 7,003 6,473 5,879 Return on capital employed, % 14.3 11.2 10.9 7.2 7.9 6.0 10.0 9.5 8.2 11.1 Free cash flow yield¹ Cash flow from operating activities 1,057 765 778 519 858 641 724 628 712 889 Cash flows from investments in property, plant and equipment and intangible assets -133 -163 -282 -214 -194 -275 -186 -184 -157 -170 Free cash flow 924 602 496 305 664 366 538 444 555 719 Number of shares outstanding 286,682,516 286,065,407 285,342,034 285,405,738 287,028,670 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 Free cash flow per share , SEK 3.22 2.10 1.74 1.07 2.31 1.27 1.86 1.54 1.92 2.49 Market price per share, SEK 40.46 25.20 18.32 20.86 26.20 24.52 31.70 24.30 29.70 28.70 Free cash flow yield, % 8.0 8.3 9.5 5.1 8.8 5.2 5.9 6.3 6.5 8.7 Changes in net sales Net sales 8,525 8,613 8,301 6,869 6,046 5,695 6,493 6,218 5,784 5,107 Net sales comparative period previous year 8,613 8,301 6,869 6,046 5,695 6,493 6,218 5,784 5,107 n/a Net sales, change -88 312 1,432 823 351 -798 275 434 677 n/a Minus: Structural changes -41 -70 - - - - - 375 708 n/a Minus: Changes in exchange rates -210 -12 356 217 -125 -70 129 217 30 n/a Organic growth 163 394 1,076 606 476 -728 146 -158 -61 n/a Structural changes, % -0.5 -0.9 - - - - - 6.5 13.9 n/a Organic growth, % 1.9 4.7 15.7 10.0 8.4 -11.2 2.3 -2.8 -1.2 n/a 1) The key figure has been affected by IFRS 16 ‘Leases’ as of 1 January 2019. Comparative figures are not restated. 2) Return on capital employed for 2017 has been calculated pro-forma for continuing operations. 203Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 204
Glossary Branded packaged products Products that are mainly sold under brands and are packaged. Brand extension T otally new products developed under an established brand. BRC Global Standards for Food Safety A leading safety and quality certification programme. Many European and global retailers will only consider business with suppliers that have been certified accord - ing to the BRC Global Standard. Contract manufacturing Manufacturing of external brands, i.e. insourcing production of products from external parties. FVTPL Fair Value Through Profit and Loss. GMP Good Manufacturing Practices (GMPs) in the food industry are guidelines and prin - ciples implemented to ensure food safety and quality. GRI Global Reporting Initiative A network-based organisation whose founders include the UN. GRI has pioneered the development of a stand - ard for the structure and content of sustainability reporting. IFS A GFSI-approved standard for safety and quality in production processes and food products. ILO International Labour Organization, United Nations agency dealing with labour issues. ISO 9001 and ISO 14001 International Organization for Stand - ardization. ISO 9001 addresses quality management and ISO 140001 addresses environmental management. Line extension New packaging, sizes and flavours for an established brand. Own brands Brands that retail trade customers sell under their own brands. Pick & mix Cloetta’s range of candy and natural snacks that are picked by the consumers themselves. Pick & mix concept Cloetta’s complete concept in pick & mix including products, displays and accompa - nying store and logistic services. Polyols Sugar alcohols that resemble sugar and are used as sweeteners. Rainforest Alliance Certified standards for farming of cocoa with a number of social and environmental criteria, merged with UTZ. RSPO Roundtable for sustainable palm oil, certification and standard for the palm oil we purchase, 100% segregated. Science-based target A specific goal set by a company to reduce its greenhouse gas emissions in alignment with the latest climate science. Science Based Targets initiative (SBTi) A collaborative effort that supports com - panies to set ambitious and scientifically aligned targets for reducing greenhouse gas emissions. SMETA An audit procedure developed by Sedex to assess working conditions and environ - mental performance within both the business and the supply chain 204 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 205
Definition/calculation Purpose Margins Gross margin Net sales less cost of goods sold as a percentage of net sales. Gross margin measures production profitability. Operating profit margin (EBIT margin) Operating profit expressed as a percentage of net sales. Operating profit margin is used for measuring the operational profitability. Operating profit margin, adjusted Operating profit, adjusted for items affecting comparability, as a percentage of net sales. Operating profit margin, adjusted excludes the impact of items affecting comparability, enabling a comparison of operational profitability. Profit margin Profit/loss before tax expressed as a percentage of net sales. This metric enables the profitability to be compared across locations where corporate taxes differ. Return Free cash flow Sum of the cash flow from operating activities and cash flow from investments in property, plant and equipment and intangible assets. The free cash flow is the cash flow available to all investors consisting of shareholders and lenders. Free cash flow yield Free cash flow over the last 12 months divided by the number of shares at the end of the period and subsequently divided by the market price per share at the end of the period. This metric is an indicator of the return on investment of investors in the company. Return on capital employed Operating profit plus financial income as a percentage of average capital employed. The average capital employed is calculated by taking the capital employed per period end and the capital employed by period end of the comparative period in the previous year divided by two. Return on capital employed is used to analyse profitability, based on the amount of capital used. The leverage of the company is the reason that this metric is used next to return on equity, because it includes equity, but takes into account borrowings and other liabilities as well. Return on equity Profit from continuing operations for the period as a percentage of total equity. Return on equity is used to measure profit generation, given the resources attributable to the owners of the Parent Company. Capital structure Capital employed T otal assets less interest-free liabilities (including deferred tax). Capital employed measures the amount of capital used and serves as input for the return on capital employed. Equity/assets ratio Equity at the end of the period as a percentage of total assets. The equity/assets ratio represents the amount of assets on which shareholders have a residual claim. This ratio is an indicator of the company’s leverage used to finance the company. Gross debt Gross current and non-current borrowings, credit overdraft facilities, lease liabilities, derivative financial instruments and interest payable. Gross debt represents the total debt obligation of the company irrespective of its maturity. Net debt Gross debt less cash and cash equivalents. The net debt is used as an indication of the ability to pay off all debts if these became due simultaneously on the day of calculation, using only available cash and cash equivalents. Net debt/EBITDA Net debt at the end of the period divided by the adjusted EBITDA for the last 12 months, taking into consideration the annualisation of EBITDA for acquired or divested companies. The net debt/EBITDA ratio approximates the company’s ability to decrease its debt. It represents the number of years it would take to pay back debt if net debt and EBITDA were held constant, ignoring the impact from cash flows from interest, tax and capital expenditure. Net debt/ equity ratio Net debt at the end of the period divided by equity at the end of the period. The net debt/equity ratio measures the extent to which the company is funded by debt. Because cash and overdraft facilities can be used to pay off debt at short notice, the leverage takes into account net debt instead of gross debt. Working capital Total inventories and trade and other receivables adjusted for trade and other payables. Working capital is used to measure the company’s ability, besides cash and cash equivalents, to meet current operational obligations. Definitions All amounts in the tables are presented in SEK millions unless otherwise stated. All amounts in brackets () represent comparative figures for the same period of the prior year, unless otherwise stated. 205Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 206
Definition/calculation Purpose Data per share Cash flow from operating activities per share Cash flow from operating activities in the period divided by the average number of outstanding shares. The cash flow from operating activities per share measures the amount of cash the company generates per share from the revenues it brings irrespective of the capital investments and cash flows related to the financing structure of the company. Earnings per share Profit for the period divided by the average number of out - standing shares adjusted for the effect of forward contracts to repurchase own shares. The earnings per share measures the amount of net profit that is available for payment to shareholders per share. Equity per share Equity at the end of the period divided by number of out - standing shares at the end of the period. Equity per share measures the net-asset value backing up each share of the company’s equity and determines if a company is increasing shareholder value over time. Other definitions Amortisation Amortisation of intangible assets except for amortisation on software which is included in “Depreciation”. Amortisation deviates from depreciation where amorti- sation has the purpose to spread capitalised expenses over the useful lifetime of these expenses. Depreciation Depreciation of property, plant and equipment and amortisa - tion of software. Depreciation deviates from amortisation where depreci- ation has the purpose to spread the cost of a non- current asset over the useful lifetime of these assets. EBITDA Operating profit before depreciation and amortisation. EBITDA is used to measure the cash flow generated from operating activities, eliminating the impact of financing and accounting decisions. EBITDA, adjusted Operating profit, adjusted for items affecting comparability, before depreciation and amortisation. Adjusted EBITDA increases the comparability of EBITDA. Effective tax rate Income tax as a percentage of profit before tax. This metric enables the income tax to be compared across locations where corporate taxes differ. Items affecting comparability Items affecting comparability are those significant items which are separately disclosed by virtue of their size or incidence, in order to enable a full understanding of the Group’s financial performance. These include items such as restructurings, impact from acquisitions or divestments. Items affecting comparability increases the comparability of the Group’s financial performance. Net financial items The total of exchange differences on cash and cash equiva - lents in foreign currencies, other financial income and other financial expenses. The net financial items reflects the company’s total costs of external financing. Net sales, change Net sales as a percentage of net sales in the comparative period of the previous year. Net sales, change reflects the company’s realised top-line growth over time. Operating profit (EBIT) Operating profit consists of comprehensive income before net financial items and income tax. This metric enables the profitability to be compared across locations where corporate taxes differ, irrespective of the financing structure of the company. Operating profit (EBIT), adjusted Operating profit, adjusted for items affecting compa rability. Adjusted EBIT increases the comparability of EBIT. Organic growth Net sales, change excluding acquisition-driven growth and changes in exchanges rates. Organic growth excludes the impact of changes in group structure and exchange rates, enabling a comparison of net sales growth over time. Structural changes Net sales, change resulting from changes in group structure. Structural changes measure the contribution of changes in group structure to the net sales growth. 206 Cloetta Annual and Sustainability Report 2025 CEO comment Strategy & Ta rg et s Market & Consumer Sustainability Markets Share & Shareholders Financial performance Risks & Corporate Governance Sustainability statement Financial reports<< Content
Page 208
Explore more at www.cloetta.com Cloetta AB (publ) • Corp. ID no. 556308-8144 • Landsvägen 50A, Box 2052, SE-174 02 Sundbyberg, Sweden • Tel +46 8-52 72 88 00 • www.cloetta.com Contact Cloetta Switchboard +46 8 527 28 800 Investor Relations +46 70 511 26 22 ir@cloetta.com Press and media +46 766 96 59 40 press.group@cloetta.com Sustainability +46 8 527 28 800 sustainability@cloetta.com Shareholder information Annual General Meeting 2026 The AGM will be held on Tuesday, 21 April. All information related to the meeting is available on www.cloetta.com/en/governance/general-meetings/ . This document is a translation of the Swedish language report version. In the event of any discrepancies between the translation and the original Swedish version, the latter shall prevail. Production: Cloetta in collaboration with Vero Kommunikation. Photos: Unless otherwise indicated, Cloetta. Annual and Sustainability Report 2025 The report is available digitally in English and Swedish and can be downloaded from www.cloetta.com . Physical copies are available at Cloetta’s HQ, Landsvägen 50A, 17263 Sundbyberg, Sweden.