Cloetta AB

The Board and Management's role and responsibilities

Reference: pages 66-68.

The Board of Directors is "the highest governing body for sustainability," and oversees "strategic direction, approves relevant policies and targets, and formally endorses the results of the double materiality assessment and related sustainability reporting" (page 66). The Board and the President and CEO hold ultimate responsibility for sustainability performance, including compliance oversight. No significant instances of non-compliance were reported during the period.

Board composition (2025): 8 members, 50% male / 50% female, 75% independent, 0% executive (page 67).

The Group Management Team (9 members, 2 women / 7 men at year end) is the management body, led by the President and CEO. The Audit Committee, established by the Board, supports oversight of sustainability reporting and internal control. The Sustainability Board and Sustainability Affairs function sit below the Board and Group Management Team: the Sustainability Board gives strategic oversight, Sustainability Affairs drives implementation (page 68). The Board's competence spans consumer goods, food industry, supply chains, finance and capital markets; the report states there are "currently no dedicated sustainability experts within the Board and Group Management Team" (page 67).

The Board's and Management's sustainability oversight

Reference: pages 68-69.

The President and CEO is "responsible for ensuring that the Board of Directors is provided with the information necessary to make well-informed decisions," including on sustainability progress, target effectiveness and material sustainability matters (page 68).

The Chief Marketing Officer (CMO), a Group Management Team member, holds designated responsibility for sustainability operations and works with Sustainability Affairs, which has "a standing agenda item at the Group Management Team's meetings" covering strategic initiatives, KPI progress and sustainability-related impacts, risks and opportunities (page 68). During 2025 due diligence development was followed up, particularly in connection with EUDR implementation, with further improvements planned for 2026 as "a prioritized focus area" (page 69). Leaders of sustainability initiatives report KPIs to Sustainability Affairs, which escalates matters to the Sustainability Board as needed (page 69).

Integration of sustainability-related performance in incentive schemes

Reference: page 69.

"Sustainability-related performance is currently not included in any incentive schemes." Cloetta does not link Board or Group Management Team remuneration to climate-related considerations such as greenhouse gas reduction targets, and "no portion of the remuneration recognised in 2025 is linked to climate-related considerations."

As part of an ongoing strategic review and new business strategy, Cloetta states it "has not been decided whether climate-related considerations will be included in future remuneration structures," and that it "will continue to monitor developments in this area and will provide updates in future disclosures as appropriate." This is a materially different position from peers that already link incentive pay to sustainability metrics, and should be read alongside the remuneration report (referenced at pages 55-57).

Statement on due diligence

Reference: page 69; core-elements table page 69 maps due diligence to the topical chapters.

Cloetta states it is "committed to upholding internationally 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" and is "designed to identify, prevent, mitigate and address actual and potential adverse impacts," though the report notes "this work is still ongoing."

A due-diligence core-elements table (page 69) maps each of the six steps (embedding in governance; stakeholder engagement; identifying and assessing impacts; taking action; tracking effectiveness) to the relevant GOV, SBM, IRO and topical disclosures across E1, E4, E5, S1, S2, S4 and G1. Focus for 2026 centres on EUDR-driven traceability and risk management across supply chains (page 69).

Risk management and internal control

Reference: pages 70-71.

The Board holds overall responsibility for sustainability reporting and the internal control framework; the Audit Committee, meeting at least four times a year, reviews sustainability reporting processes, internal controls and the double materiality assessment. "Independent limited assurance is performed by an appointed external auditor" (page 70).

Sustainability data is collected via a central system (CEMAsys for climate/HSE data, Workday for HR data) with a "four-eye principle" of two reviewers verifying data before submission, plus annual external third-party audits in the fourth quarter. Control activities combine system-run checks (basic data validation, predefined calculation logic) with manual cross-referencing against source documentation, reviewed by at least two people. "Key risks identified include completeness, accuracy, and availability of reported data." Cloetta states it plans to "further strengthen and formalise" internal controls and expand automation over time (page 71).

Strategy, business model, and value chain

Reference: pages 71-73.

Cloetta produces and markets confectionery (Läkerol, CandyKing, Tupla, Kexchoklad, Malaco, Mynthon, Red Band) across Core markets (Sweden, Finland, Denmark, Norway, the Netherlands), Beyond-core markets (Germany, UK, North America) and other markets served via distributors. Distribution runs through grocery retail, convenience/service trade, e-commerce and direct or distributor channels.

The sustainability agenda "A Sweeter Future" rests on three pillars: For you, For people, For the planet, with targets including 100% recyclable packaging by 2025, RSPO-certified palm oil, Rainforest Alliance-certified cocoa, and sugar-free/portion-control goals. The value chain is mapped into upstream (farming, resource extraction, transport of raw materials), own operations (procurement, manufacturing, packaging) and downstream (distribution, retail, consumption, recycling) stages, with negative-impact hotspots identified in natural-resource exploitation, deforestation, biodiversity/habitat loss, GHG emissions and packaging waste upstream, and working-conditions and health/nutrition impacts across own operations and downstream (pages 72-73). Note: the ESRS content index flags that full disclosure of SBM-1 paragraph 40(b)-(c) was not provided under transitional provisions (page 66).

Engagement with stakeholders

Reference: page 74.

Key stakeholder groups and example engagement mechanisms (page 74): customers and consumers (website, social media, customer meetings three times a year, surveys); employees, Board and management (daily HSE meetings, annual performance reviews, "Cloetta Engagement survey" every other year, monthly updates via managers/unions/intranet); workers in the value chain (annual certification-body audits for ISO, RSPO, Rainforest Alliance); shareholders and investors (analyst meetings, interim reports, AGM, annual report); suppliers (annual performance evaluation, audits, development projects); communities and the public (continuous contact with local municipalities and authorities); regulatory authorities (continuous contact on compliance matters).

Insights from stakeholder engagement and the double materiality assessment "guide the identification and prioritisation of IROs" and are escalated to the Group Management Team and Board when relevant, with "regular evaluations and adaptions to the approach" made to stay responsive to stakeholder needs.

Material impacts, risks and opportunities and their interaction with strategy and business model

Reference: pages 75-77 (DMA outcome and per-topic IRO tables).

Cloetta's 2025 annual review, building on the 2024 double materiality assessment, confirmed "all seven ESRS topic areas as material": Climate change, Biodiversity and ecosystems, Resource use and circular economy, Own workforce, Workers in the value chain, Consumers and end-users, and Business conduct. Pollution (E2), Water and marine resources (E3) and Affected communities (S3) were assessed as not material and are excluded from the disclosure index (page 83). Biodiversity and ecosystem services was newly identified as a financially material topic in the 2025 review (page 75). "One additional entity-specific disclosure has been applied in this report" (the S4 sugar-free metric).

Named material impacts/risks span: climate (GHG emissions, fossil energy, physical/transition risk), biodiversity (deforestation drivers, species/ecosystem condition, ecosystem-service dependency), resource outflows (plastic packaging), own workforce (working conditions, equal treatment), value chain workers (child/forced labour risk), consumers (sugar/fat content safety) and business conduct (corruption risk) (pages 75-77, 102, 110, 121, 126, 132).

Description of the processes to identify and assess material impacts, risks and opportunities

Reference: pages 79-83.

Cloetta's double materiality assessment, run with external consultants, combines document analysis, internal/external stakeholder interviews and Group Management Team workshops. Impact materiality scores severity (scale, scope, irremediability) and likelihood on a 0-5 scale, with severity taking precedence over likelihood for potential negative human-rights impacts; financial materiality scores magnitude and likelihood over short/medium/long term. "Any topics with a score above the threshold of 3 were deemed material." The 2025 review added "more granular sub-topic level" analysis (page 79).

Climate (page 81): scenario analysis used 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"), high-level, not yet geospatial; finer work is "planned for a future phase in 2026." Biodiversity (pages 81-82): assessed via ENCORE, WWF reports and buyer input; "land occupation from sourcing" is "far more material than Cloetta's own footprint." Resource use (page 82): screened via ERP and packaging-industry data. Business conduct (page 82): screened via geography, activity, payment terms. Pollution and water/marine resources were screened and found non-material (pages 82-83).

Disclosure requirements in ESRS covered by the undertaking's sustainability statement

Reference: page 83; full index at pages 136-140.

Cloetta provides a two-part ESRS content index: a disclosure-requirement-to-page table (pages 136-137) and a datapoint-level table cross-referencing SFDR, Pillar 3, the Benchmark Regulation and the EU Climate Law (pages 138-140). The index states directly: "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" (page 136).

Datapoints marked "Not material" include SBM-1 fossil fuel/chemical/controversial-weapons involvement, E1-7 GHG removals and carbon credits, E5-5 non-recycled and hazardous/radioactive waste, S1 forced- and child-labour risk datapoints, S1-16 pay-gap and CEO-pay-ratio datapoints, and S1-17 discrimination-incident and UNGP/OECD non-respect datapoints. Datapoints marked "Phase-in" are confined to E1-9 benchmark physical-risk exposure items (pages 138-139).

Transition plan

Reference: pages 85-86.

The transition plan "is designed to align with the Paris Agreement and the 1-degree target" and covers scope 1, 2 and relevant scope 3 emissions. Main levers: shifting Cloetta's own sites to renewable electricity (reducing natural gas and LPG use), and supplier collaboration to cut emissions in sourcing, packaging and transport. The plan is "approved by the Group Management Team and the Board of Directors" and embedded via the company-wide Climate Action Program, with progress "monitored monthly."

Investment: in February 2025 Cloetta decided not to proceed with a planned greenfield investment in the Netherlands "due to increased risks related to energy supply and ongoing permitting challenges." "There have not been any significant investments or operational costs related to climate change mitigation during the reporting year," and next steps for transition-plan investment are "currently being reconsidered" (page 86).

Locked-in emissions: factory equipment still reliant on fossil fuels, cooling systems using high-GWP refrigerants where alternatives are unavailable, older buildings, conventional plastic packaging, and cocoa/gelatine/polyol ingredients are named as potential locked-in sources; the assessment is qualitative, not quantified (page 86). As of 31 December 2025, Cloetta is not excluded from the Paris-aligned Benchmarks.

Identification of climate-related risks and scenario analysis

Back-filled from ESRS 2 IRO-1, where this content is disclosed in the FY2025 report (page 81). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

During 2025 Cloetta "conducted a high-level scenario analysis to identify and assess climate-related impacts, risks, and opportunities across the value chain," covering both own operations and upstream/downstream activities, based on internal data and external sources for the largest purchasing categories.

Scenarios used: 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"), applied to both physical and transition risk identification. Time horizons: short-term (0-3 years), medium-term (3-10 years), long-term (>10 years). The analysis "was high-level, based on broad regional and sectoral data, and did not include site-specific geospatial analysis. More detailed geographic assessment is planned for a future phase in 2026." No assets or activities were identified as fundamentally incompatible with a climate-neutral economy, though areas needing adaptation were noted. "At this stage, no critical climate-related assumptions from the scenario analysis have been incorporated into the financial statements."

Resilience in relation to climate change

Back-filled from the E1 strategy and business model section (SBM-3, E1), where this content is disclosed in the FY2025 report (page 84). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

Cloetta states plainly: "As of 2025, Cloetta has not yet conducted a formal resilience analysis of the strategy and business model in relation to climate change."

The transition plan's risk mitigations (monitoring sourcing and delivery for interruption risk, adapting to climate regulation, collaborating with suppliers and peers on shared costs) are the closest the report comes to resilience content, alongside the physical- and transition-risk screening described under IRO-1/E1-2. No quantified assessment of capacity to adjust or redeploy assets, nor an uncertainty analysis as defined under ESRS AR 7-10, is presented.

Policies

Reference: pages 87-88.

Cloetta's environmental policy is the primary governing document for climate; a dedicated climate policy "is also currently under development," with adoption expected in 2026. The environmental policy covers the full supply chain (sourcing to recycling), addressing carbon emissions, energy/water use, waste, hazardous substances, biodiversity via regenerative agriculture, and renewable/recycled packaging content.

The policy links to material climate-change-mitigation impacts and risks, committing to the Science Based Targets initiative and to 100% RSPO-certified segregated palm oil and 100% Rainforest Alliance-certified cocoa. The President and CEO and Group Management Team hold ultimate implementation responsibility; the policy is public on cloetta.com. Key supplier collaboration on carbon data, selected by procurement volume, spend, category and geographic/social risk, is described as a central mitigation channel (page 88).

Actions

Reference: pages 88-89.

As a food company, "approximately 90 per cent of the total carbon footprint comes from scope 3 emissions." 2025 actions and progress since 2019 (page 88-89): energy-efficiency measures (compressed-air leak reduction, roof insulation, LED lighting) -> ~42% total-emissions reduction since 2019; renewable-energy transition investigation (natural gas/LPG to biogas) -> ~42% reduction; waste-to-landfill reduction -> ~29% reduction; transport to renewable fuel (HVO, electric trucks) -> ~23% reduction; plant-based portfolio expansion -> ~6% reduction; supplier CO2 data collaboration -> "42 per cent of current key suppliers (80 per cent of purchased goods) have commited to SBTi," ~14% reduction from ingredients since 2021.

"No significant investments or operational costs related to climate change mitigation were made during the reporting period," following the decision not to proceed with the Netherlands greenfield project; 0% of core business activity is currently EU Taxonomy-eligible (page 89).

Targets related to climate change mitigation

Reference: pages 90-91.

Target: 46% absolute GHG emissions reduction by 2030 versus a 2019 base year, approved by SBTi, covering scope 1, all scope 2 (location-based) and relevant scope 3 across all of Cloetta's geographies. It is a gross reduction target: "it does not include removals of emissions, carbon credits, or avoided emissions."

Progress: only a 1% reduction since 2019 as of 2025. Scope 1 and 2 emissions are down ~15% since 2019, but scope 3 (around 80% of total GHG and ~90% of scope 3 from purchased goods and services) "remains limited," and the report says faster progress there "will be essential." Progress is tracked monthly with quarterly Climate Action Program reviews. "Cloetta has not yet considered range of climate scenarios in determining the decarbonisation levers for its GHG reduction target" (page 91).

Energy consumption and mix

Reference: page 91.

Energy intensity from high-climate-impact-sector activities (confectionery manufacture) fell from 22.0 to 21.5 MWh/SEKm net sales (-2%). Methodology note: in 2025 Cloetta began including nuclear-source consumption and the renewable share of purchased district heating, which had previously been conservatively assumed fossil; 2024 figures were revised accordingly (page 66, 91).

Greenhouse gas emissions

Reference: pages 92-93.

Largest scope 3 category: purchased goods and services, 251,528 tCO2e in 2025 (~90% of scope 3). Total GHG intensity per net sales: 36.5 tCO2e/SEKm location-based (+3% vs 2024). Biogenic emissions excluded from scope 2/3 totalled 5,096 tCO2e in 2025. All emissions calculated using the GHG Protocol with an operational-control approach; Cloetta's electricity is "nearly 100 per cent" covered by bundled Guarantees of Origin/RECs except the UK office (pages 92-93).

Consideration of biodiversity and ecosystems in strategy and business model

Reference: page 103.

Cloetta "has initiated work on biodiversity and has conducted a biodiversity assessment 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 "is planned and will be carried out" but had not been completed by FY2025. Cloetta states it "is working on integrating biodiversity considerations into risk assessments and strategic planning and will report on progress and any future transition plans in subsequent sustainability reports."

This sits alongside the identification work under IRO-1/E4 (page 81-82): main dependencies are on ecosystem services (rainfall, soil fertility) for cocoa, sugar beet, palm oil and starch sourcing, with land occupation from sourcing "far more material than Cloetta's own footprint."

Policies

Reference: pages 103-104.

Cloetta's environmental policy, palm oil policy and Supplier Code of Conduct "form the foundation of Cloetta's commitment to responsible sourcing" on biodiversity. The palm oil policy commits to 100% RSPO-certified palm oil, verified through annual RSPO SCCS certification of relevant production sites. The environmental policy is implemented through the ISO 14001-certified environmental management system and annual audits of sites and suppliers.

"Cloetta has not yet conducted a formal resilience analysis of its business model and strategy in relation to biodiversity related risks" (page 104). The policy addresses deforestation (the SFDR-derived datapoint table cites this same page 103 for "Policies to address deforestation," ESRS E4-2 paragraph 24(d)). At this stage Cloetta "does not in detail perform regular monitoring and reporting of biodiversity status and gains or losses" (page 103).

Actions

Reference: pages 104-105.

2025 actions: maintained 100% Rainforest Alliance-certified cocoa sourcing; maintained 100% RSPO-certified palm oil sourcing, with phase-out where not essential; EUDR preparation (training, risk assessment, enhanced traceability); a company-wide biodiversity assessment conducted in 2025; ongoing collaboration with Rainforest Alliance, RSPO, suppliers and NGOs. Planned actions: a dedicated biodiversity policy and strategy (2026-2028), and a biodiversity scenario/resilience analysis (2026-2027).

"Biodiversity offsets are currently not used for any of the company's actions." Funding comes from existing sustainability-initiative budgets; "no such cases" of targeted biodiversity financing occurred in 2025. Local/indigenous knowledge enters only indirectly, through third-party information; the biodiversity assessment itself "is mainly based on indexes and does not directly incorporate local and indigenous knowledge and nature-based solutions" (page 105).

Targets related to biodiversity and ecosystems

Reference: page 105.

Targets: 100% of purchased palm oil RSPO-certified segregated; 100% of purchased cocoa Rainforest Alliance-certified. 2025 performance: both maintained at 100%. "No specific scenario analysis was conducted, as the targets are based on full certification coverage rather than modelled outcomes," and Cloetta "does not rely on biodiversity offsets to meet these goals."

The approach rests on "the first two layers of the mitigation hierarchy: avoidance and minimisation," anchored to the EU Biodiversity Strategy for 2030 and the Kunming-Montreal Global Biodiversity Framework. Responsibility sits with Group Health, Safety and Environment and Sourcing teams; certification compliance is checked via third-party audits. "Cloetta has not directly involved stakeholders setting or tracking targets," though stakeholders contribute through ongoing dialogue.

Policies

Reference: pages 106-107.

The environmental policy "relates to the material impact of resource outflows" and covers the full supply chain from sourcing to packaging recycling, implemented through the ISO 14001 environmental management system. It is built on "a life cycle perspective and a circular approach," targeting reduced environmental footprint, efficient energy/water/material use and the waste hierarchy.

Food-contact packaging complies with EU Regulations (EC) No 10/2011, 2023/2006 and 1935/2004. Cloetta commits to sourcing packaging from "renewable or recycled sources," expanding plant-based products, and supplier collaboration on regenerative agriculture. The policy is signed by the President and CEO; continued work targets compliance with the new EU Packaging and Packaging Waste Regulation (PPWR), with recyclable packaging by 2030 "through ongoing innovations" (page 107).

Actions

Reference: pages 107-108.

2025 actions: research and mapping of the full packaging portfolio toward the 100%-renewable/recycled-materials-by-2030 target (~1 FTE within the Packaging Innovation Team); transfer of two Pick&Mix tub articles from plastic tubs to bag-in-box solutions, reducing virgin plastic per kg of packed product, completed in 2025; ongoing correct-sorting-instruction updates and packaging redesign. Planned actions (2026+): continued plastic-tub-to-bag-in-box transition; revision of recyclability criteria to align with the EU's PPWR.

All actions in the table "are orientated towards mitigating negative impacts," not remedy for a specific case. Resourcing is within the Packaging Innovation Team and cross-functional project teams (purchasing, marketing, technical) as part of ongoing workload (page 108).

Targets related to resource use and circular economy

Reference: pages 108-109.

Target: 100% recyclable packaging by 2025 (2019 baseline ~95%). 2025 result: ~97% recyclable packaging at Cloetta's production sites, ~93% for consumer units, a slight decline (under 0.5 percentage points) versus 2024 attributed to improved data accuracy. Methodology follows CEFLEX recyclability definitions; consumer-unit tracking began in 2021 with a 92% starting point.

"The recyclability target has been established voluntarily and is now the foundation of Cloetta's commitment to be compliant with the recycling criteria defined by PPWR." The definition and measurement methodology are being updated to match evolving PPWR criteria. A separate packaging-CO2 target (100% renewable/recycled packaging by 2030) that was previously tracked under E5 has been moved to chapter E1, since it "primarily relates to climate-related disclosures rather than recyclability" (pages 66, 109).

Resource outflows

Reference: page 109.

Cloetta reports recyclability of packaging materials by type (2025): plastic flexibles 93% (14% of total), plastic rigids 97% (14%), paper flexibles 69% (1%), folding carton 97% (12%), corrugated carton + labels 100% (57%). Overall: 97% of all packaging materials, 93% of consumer units, recyclable.

Recyclability is defined per CEFLEX guidelines; data is sourced from the ERP system. "Minor variations were identified between the 2024 and 2025 annual data," attributed to improved data accuracy; 2024 figures were not restated "due to the extensive work required and the limited expected impact." The report notes actual recycling outcomes depend on regional infrastructure and sorting practice, "which can vary significantly and are outside Cloetta's control," and that packaging may in some markets be used for energy recovery rather than material recycling (page 109).

Policies

Reference: pages 112-113.

Policies governing own workforce: HR policy, health and safety policy, and the Code of Conduct, each held accountable to the President and CEO and Group Management Team. "The workforce-related policies include commitments to inclusion, diversity, and non-discrimination for all employees, but do not contain specific policy commitments or positive action measures for groups at particular risk of vulnerability within the own workforce."

The health and safety policy targets "a zero-work-related ill-health vision" and explicitly prohibits discrimination on grounds including age, gender, ethnicity, religion, disability and sexual orientation. The Code of Conduct aligns with the International Bill of Human Rights, the UN Guiding Principles and OECD Guidelines, and prohibits discrimination on an extended list of grounds (gender, age, religion, marital status, race, disability, pregnancy, ethnic/national origin, union membership, political affiliation, sexual orientation). Human-rights considerations are addressed through these existing policies rather than a standalone human-rights policy, which Cloetta began developing in 2025 for implementation in 2026 (page 113, carried also under S2-1).

Engaging with own workforce

Reference: page 113.

The "Cloetta Engagement Survey," run every second year, measures overall engagement, leadership, team and e-NPS indexes; managers access team-level results via a portal and define concrete actions. Operational responsibility sits with the closest manager, supported by HR Business Partners; new leaders attend the Leadership Academy to build capability in acting on engagement results.

Health and safety engagement runs through training, health-and-safety awareness methodology, feedback mechanisms and audits, plus risk assessments "for vulnerable groups to prevent these groups of being exposed to physical or psychological harm." Employees can raise issues via surveys and direct communication with management (page 113).

Remediate negative impacts

Reference: page 113.

Employees can raise workplace-condition or discrimination concerns through the dedicated whistleblower function or directly to line managers. "Cloetta does not currently assess employee awareness or trust in the whistleblowing mechanism, nor are there formal evaluations of its effectiveness or stakeholder involvements in its review."

"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." Further detail on the whistleblowing channel sits in the G1 Business Conduct chapter (page 133).

Actions

Reference: pages 114-116.

HR actions: skill development, equal pay, non-discrimination, parental leave and mental-health support; the "Cloetta Tasting" onboarding program; the "Cloetta Energy" wellbeing program (4B's: Brain, Body, Behavior, Building); a 70-20-10 learning model and a tiered Leadership Academy. 2025: a pay-equality analysis ahead of the EU Pay Transparency Act (2026/2027), run by the international compensation and benefits team; ongoing gender-balance monitoring toward a 50/50 leadership target by 2030.

Health and safety: daily safety observations and rapid response, basic-safety-rule rollout, hazard mapping and incident follow-up, led by a central HSE function (17 FTEs dedicated to HSE). Planned: strengthened root-cause analysis in markets with higher incident rates, led by a central HSE function "currently three FTE's" (pages 114-116, figures differ across the chapter). "In 2025 Cloetta did not identify any actual material health and safety impacts that required remedy" (page 116).

Targets

Reference: page 117.

HR target: 50% female leadership team members by 2030 (baseline 31% in 2025). 2025 performance: 33% female leadership team members. Tracked quarterly; set by Group Management Team and international HR team benchmarking, without direct employee/union involvement in target-setting.

Health and safety target: continue toward zero work-related accidents, measured via Lost Time Injury Rate (LTIR). 2025 performance: LTIR remained flat versus 2024; the 2025 target of 2.7 was not achieved. Base year 2019, annual interim target "typically set at a 10 per cent reduction" each year; methodology aligned with ISO 45001 and GRI with company-specific adaptations, reviewed with site and HSE managers (page 117).

Characteristics of the undertaking's employees

Reference: pages 118-119.

Total headcount: 2,777 (2025) vs. 2,842 (2024). By country (2025 total/regular/fixed-term/seasonal/contingent): Sweden 734, Slovakia 697, Netherlands 471, Finland 280, UK 208, Belgium 118, Denmark 158, Ireland 62, Norway 28, Germany 12, Italy 3, other 6 (page 118). Age distribution: under 30 years 17%, 30-50 years 49%, over 50 years 34% (2,682 employees counted, contingent workers excluded) (page 119).

2025 context: following a March/April 2025 restructuring of strategic priorities and Group Management, headcount reduction of up to 100 positions across Europe was expected; "by year end 2025, the actual number of headcount deduction is 75" (page 119).

Characteristics of non-employee workers in the undertaking's own workforce

Reference: page 118 (table title: "S1-6 & S1-7 Workforce characteristics").

Cloetta reports non-employee (contingent) workers alongside employee headcount in the same country-level table: 97 contingent workers in 2025 versus 85 in 2024, spread across Sweden (17), Slovakia (22), the Netherlands (40), Finland (4), Belgium (10), Denmark (2), Norway (1) and other markets. Contingent workers are defined as "(co-)workers contracted via agencies, consultancy organisations, or self-employed individuals hired to fulfil specific assignments" (page 120).

Data is drawn from Workday using the same headcount methodology applied to employees, per ESRS 2 SBM-1 paragraph 40 reference guidance (page 118 note 1).

Diversity metrics

Reference: page 119.

Gender distribution by level (2025, # / %): Board of Directors 3 female / 50%; Group Management Team 2 female / 22%; Managers 144 female (2024: 152) out of totals shown by level; age distribution across the workforce is reported separately (under S1-6). The table format splits out management and "other" categories by count and percentage for 2025 and 2024 (page 119); see S1-6 for the full age-band breakdown (under-30 17%, 30-50 49%, over-50 34%).

Source: Workday, headcount-based, with gender "as stated by the worker."

Health and safety metrics

Reference: page 119.

"No recordable accidents involving non-employees were reported." Recordable accidents among employees rose year on year, "partly reflecting the expanded scope of company-wide reporting introduced in the prior year," while lost days and severity fell, attributed to "a more systematic approach to risk management" (page 119). The ESRS content index notes that disclosure of paragraph 88(d) specifically was not fully provided under transitional provisions (page 66); the fatality, lost-days, accident and TIR datapoints above (paragraph 88(b),(c),(e)) are disclosed in full.

Policies

Reference: pages 122-123.

The Supplier Code of Conduct is the primary policy, requiring suppliers to "respect human rights, establish good labour conditions, ensure ethical business practices" and continuously improve environmental and H&S performance; it explicitly prohibits human trafficking, forced/compulsory and child labour, and applies to "all suppliers, sub-suppliers (tiers 1-3), co-manufacturers, and their workers."

"A standalone human rights policy has not previously existed," though human-rights considerations sit within existing policies; a dedicated policy is under development for 2026. The Code aligns with the UN Global Compact, ILO core conventions, the Universal Declaration of Human Rights and the Ethical Trading Initiative base code, and recommends SEDEX/SMETA participation. "No cases were identified during the reporting period where the UN Guiding Principles..., the ILO Declaration..., or the OECD Guidelines... were not respected in Cloetta's value chain" (page 122).

Value chain workers engagement

Reference: page 123.

Key suppliers receive a sustainability survey every two years; responsible buyers run quarterly business reviews. Additional dialogue occurs for EUDR compliance. Partnerships extend engagement to farmers and workers via third-party organisations and NGOs, including training on sustainable farming, fair working hours, living income and support for women in sourcing communities.

Operational responsibility for supplier engagement lies with the Procurement Director. Effectiveness is tracked via on-the-ground visits, audits and local engagements; "if risks or breaches are identified, corrective actions are implemented in collaboration with suppliers" (page 123).

Remediate negative impacts

Reference: page 123.

Cloetta's whistleblower service is open to "both employees and external stakeholders" to report suspected misconduct; suppliers are also required to maintain their own grievance mechanisms. "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 workers in them, or systematically involve value chain stakeholders in their review."

Through Rainforest Alliance and RSPO certification, Cloetta "relies on ethical aspects being monitored and managed by the respective certification schemes" rather than running independent verification (page 123).

Taking action on material impacts on value chain workers

Reference: pages 123-124.

2025 actions: biennial sustainability surveys to key suppliers on high-risk raw materials (cocoa, palm oil, gum arabic), 96% response rate in the 2025 round from high-risk suppliers; quarterly business reviews; EUDR due-diligence engagement (training, risk assessment, follow-up, "currently in the stage of setting the process"); continued World Cocoa Foundation and Kolo Nafaso shea program participation; a new livelihood initiative for cocoa farmers in Bossematié, Ivory Coast, approved in 2025 and running 2026-2027 to "prevent child labor and uphold human rights through better governance, local collaboration, and economic resilience."

"No cases of severe human rights issues have been reported in Cloetta's value chain during 2025." Cloetta states it "does not fully ensure that processes to provide or enable remedy... are available and effective in their implementation and outcomes"; cases are handled case by case and escalated to senior management (page 125).

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Reference: page 125.

Target (2024 baseline, closed at 2025): maintain existing partnerships and initiate one new collaboration to improve supply-chain living conditions by 2025. Performance: existing partnerships maintained (Kolo Nafaso shea program), Cloetta joined the World Cocoa Foundation, and a new Rainforest Alliance partnership (commencing 2026) was approved, targeting child-labour prevention and remediation in the Bossematié cocoa region.

"To date, value chain workers and their representatives have not been directly involved in setting, tracking, or evaluating the target," though the need to strengthen this engagement is acknowledged. As the target closes in 2025, "a new target will be set in the coming period," with measurable indicators planned for quantitative tracking.

Policies

Reference: page 127.

The responsible marketing policy and the food safety and quality policy govern consumers and end-users. "While the policies are aligned with laws and industry standards, they do not currently include explicit commitments or references to international human rights frameworks, nor do they explicitly describe specific mechanisms to provide or enable remedy for human rights impacts," because Cloetta "has not identified a link between identified negative impact on consumers and end-users and Human Rights."

The marketing policy follows the ICC framework, the EU Pledge and European Brands Association guidance, and protects children under 13 from targeted advertising (with exclusions for sugar-free chewing gum and xylitol pastilles/mints). Food safety and quality is managed under GFSI-recognised standards. Both policies are approved by the President and CEO and Group Management Team (page 127).

Consumer engagement

Reference: page 128.

Engagement runs through surveys, focus groups and direct feedback (including social media), gathering input on product safety, quality, sustainability and ethics. Insights feed product development and marketing, and help identify emerging health, environmental and social risks. The Innovation, Marketing and Research functions, led by the CMO, are responsible for ensuring engagement occurs and informs decisions.

Effectiveness is assessed via trends in feedback and annual internal complaint-reduction targets. Vulnerable groups are addressed through precaution rather than direct engagement: children are excluded from consumer testing of sugar-based products, a choking policy governs product design, and marketing guidelines apply (page 128).

Remediate negative impacts

Reference: pages 128-129.

Consumers raise concerns through Consumer Service, social media and retailer-forwarded feedback; cases are categorised, prioritised and followed up. "Cloetta regularly evaluates consumer contact points in one of the markets to assess whether consumers are aware of and trust this channel", with other markets "preparing to implement similar evaluations at a later stage."

Remedies can include product withdrawal, recall, replacement or compensation "in line with local policies and legal requirements," varying by country; some risks are "considered intrinsic to the product and may not be compensated." Consumer Service handles initial assessment; Legal is engaged above defined thresholds, with Group Management Team or Board approval for complex disputes (page 128-129). No explicit non-retaliation policy exists for consumers, "however the whistleblower policy covers all external stakeholders and can be used by consumers" (page 128).

Actions

Reference: pages 129-130.

Current actions: launch and expansion of sugar-free and functional products. Planned actions: continued roll-out of portion-control packaging communication across all candy and chocolate products; continuous improvement and enforcement of responsible marketing practices, excluding sugar-free products, pastilles, chewing gum, packaging and point-of-sale materials.

The wellbeing strategy tracks progress via internal KPIs on the share of sugar-free items, portion control, responsible marketing and packaging/environmental performance. "As of 2025, no severe human rights issues or incidents connected to consumers or end-users have been reported." All listed actions target impact mitigation, not remedy for a specific case (page 130).

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Reference: page 131.

Target: 24% of consumer units sugar-free (<0.5% sugar) by 2025, rising to 33% by 2030. 2025 performance: 22% of total volume, below the 24% interim goal; Cloetta attributes this to "portfolio adjustments within the sugar-free range due to consumer demands" and states the 2025 year focused on "establishing a robust baseline."

The target, set in 2025 and approved by the Group Management Team, is tracked quarterly via internal SKU systems. An entity-specific metric (share of sugar-free Consumer Unit/Traded Formula entries in the PLM system) supports the target "as no mandatory standard metric fully reflects the specific impact area." Data excludes Pick & Mix and has noted SKU-linkage limitations (page 131).

Business conduct policies and corporate culture

Reference: pages 133-134.

Governing documents: Code of Conduct, Supplier Code of Conduct, Anti-Bribery and Anti-Corruption Policy, Fraud Policy, Internal Control Framework Policy, Approval and Authorisation Framework Policy, and Whistleblower Policy. The anti-bribery policy "applies to all business dealings and transactions, regardless of the country of operation," requiring verification before any gifts, hospitality or donations, with questions routed to the CFO.

The Whistleblower Policy provides a globally accessible, independently managed anonymous platform, in line with EU whistleblower-protection requirements; all reports must reach the Audit Committee. "Cloetta does not currently assess whether employees are aware of or trust the whistleblowing mechanism... and we do not formally assess the channel's effectiveness or systematically involve stakeholders in its evaluation" (page 134). Policies are not tied to a third-party standard and are reviewed at least annually by the Board.

Prevention and detection of corruption and bribery

Reference: pages 134-135.

All employees, including the Group Management Team, complete basic Code of Conduct anti-corruption training; the Board of Directors is not included. "During 2025, 97 per cent of all employees in at-risk functions participated in the in-depth training" (sales and other higher-risk roles). Cloetta "is exploring ways to measure and monitor the effectiveness of the training."

The internal control framework is based on COSO, covering control environment, risk assessment (including fraud risk under the Fraud Policy), control activities, information flows and monitoring. Whistleblowing reports are investigated by independent internal investigators, escalating through the Director Finance & Accounting and CFO, with bypass procedures if management-chain individuals could be implicated. All investigated reports reach the Board's Audit Committee (page 134).

Targets related to business conduct

Back-filled from the business conduct chapter (G1-3, G1-4), where targets are addressed through effectiveness tracking rather than as a numbered disclosure requirement. G1-3 became a standalone DR only in the 2025/2026 ESRS; this FY2025 statement is prepared under the 2023 ESRS.

Cloetta discloses no quantified, outcome-oriented business conduct target. Consistent with MDR-T's other limb, effectiveness is tracked in the absence of a target: "During 2025, 97 per cent of all employees in at-risk functions participated in the in-depth training" on anti-corruption and bribery (page 134), and the company "is exploring ways to measure and monitor the effectiveness of the training to ensure continuous development and compliance."

G1-4 metrics function as a second effectiveness check: zero confirmed corruption/bribery incidents or convictions in 2025, and all four whistleblowing reports received were investigated, with none substantiated as formal whistleblowing matters (page 135).

Incidents of corruption or bribery

Reference: page 135.

"For 2025, zero confirmed incidents or zero conviction 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 requirements, or were sufficiently substantiated, to initiate a formal investigation under our whistleblowing policy and four reports which were deemed not to be formal whistleblowing matters."