Bonduelle - Semestrial financial report at 31.12.2025

Half-year financial report as of December 31st, 2025

French limited partnership
with share capital of EUR 57 102 699.50
Registered office : “La Woestyne” 59173 RENESCURE - France
RC Dunkerque B 447 250 044

Contents

1. Activity report on half-year financial statement 2025-2026
2. Consolidated income statement
3. Consolidated balance sheet
4. Consolidated cash flows statement
5. Changes in consolidated Shareholders’ equity
6. Notes to the condensed interim consolidated financial statements
   • NOTE 1 Accounting principles
     • 1.1 Preparation methods
     • 1.2 Accounting standards applied
     • 1.3 Specific features of the preparation of Interim Financial Statements
   • NOTE 2 Change in the scope of consolidation
     • 2.1 Disposal of packaged salad fresh activity in France and Germany
   • NOTE 3 Assets Held for Sale and Discontinued Operations
     • 3.1 Application of IFRS 5
   • NOTE 4 Segment reporting
   • NOTE 5 Non-recurring items
   • NOTE 6 Employee benefit obligations
   • NOTE 7 Net financial income
   • NOTE 8 Derivative financial instruments
   • NOTE 9 Net debt
     • 9.1 Analysis of net debt by type
     • 9.2 Liquidity
   • NOTE 10 Goodwill
   • NOTE 11 Additional information
     • 11.1 Earnings per share
     • 11.2 Contingent liabilities
     • 11.3 Related parties
     • 11.4Subsequent events
7. Certification of the persons responsible for the half-yearly financial statements
8. Statutory Auditors' report on the half-yearly financial information

This document is a free translation into English of the “Rapport financier semestriel” and has no other value than an informative one. Should there be any difference between the French and the English version, only the French-language version shall be deemed authentic and considered as expressing the exact information published by Bonduelle.

1. Activity report on half-year financial statement 2025-2026

The 2025-2026 half year financial statements were approved by the General Partner, then reviewed by the Supervisory Board of February 26, 2026 and have been subject to a limited review by the Statutory Auditors.

Key figures

Sales

The Bonduelle Group’s sales for the 1st half year of fiscal year 2025-2026 amounted to 1,111.1 million euros, thus a variation of +0.3% on a like-for-like basis (2) and -0.7% on reported figures. This performance, in a weak consumption environment in Europe and the United States, was fueled by the growth of the Cassegrain brand in France, the Bonduelle brand in emerging countries, as well as by the growth of private labels sales in Europe following the introduction of customs duties on Chinese corn imports.

Activity by Geographical Region

Total consolidated sales
(in millions of euros)

Activity by Operating Segments

Total consolidated sales
(in millions of euros)

Europe Zone

The Europe zone, representing 60.7% of business activity, shows a growth of +0.2% on a like-for-like basis (2) and +0.3% on reported figures over the period.

The canned business activity, operating in relatively sluggish markets, posted a growth of +0.7%, driven by increased sales of the Cassegrain brand and higher volumes of private labels products. This increase in volumes was linked to the imposition of customs duties on Chinese corn, but on prices remained lower due to overstocking across Europe. A return to stronger growth is expected in the second half of the year thanks to a powerful activation of the Bonduelle brand in many geographies in Europe.

The frozen business activity shows a growth of +1.6% thanks to the performance of innovations in retail and in food service.

The fresh processed business activity (packaged salads in Italy, prepared segment in France and Italy) posted a decline of -2,7% over the period, linked to high competitive pressure in the packaged salads segment in Italy, as well as listing losses and an unfavorable summer for prepared segment in France. The prepared business activity in Italy, where Bonduelle is the undisputed leader, continues its very strong growth.

Non-Europe Zone

The Non-Europe zone, representing 39.3% of business activity, shown an evolution of +0.5% on a like-for-like basis (2) and -2.2% on reported figures, due to the weakening of dollar.

The Eurasia and emerging markets zone confirms its role as a growth driver over the period at +6.7% on a like-for-like basis (2), supported in particular by the excellent performance of branded activities.

Business activity in the United States declined by -3.1% on a like-for-like basis (2) over the period, in a consumer environment marked by inflation and despite the resilience of complete meal solutions (bowls). The second half of the year is expected to see the realization of customer acquisitions and the growth of ambient “Lunch Bowls” sales.

Operating income

For the 1st half of fiscal year 2025-2026, the Bonduelle Group reports a current operating income of 50.5 million euros at current exchange rates, representing an operating margin of 4.5% compared to 48.0 million euros and 4.3% in the previous fiscal year, thus an increase of +5.1% on reported figures and a decrease of -2.2% at constant exchange rates.

In Europe zone, initiatives undertaken to improve industrial performance and strictly managed industrial costs are mitigating two impacts: the price decreases observed on private labels products, and the reduction in production programs during summer 2025, intended to limit inventory levels generated by Chinese corn imports. As a result, the Europe zone is posting a near-stable current operating profitability and its current operating margin, which stands at 5.4% compared to 5.6% in the same period of the previous fiscal year.

In Non-Europe zone, the growth momentum in branded activities in the Eurasian zone and the continued improvement in agro-industrial efficiencies in the United States have made it possible to offset the impact of the severe agricultural crisis, now over, which affected Bonduelle and the entire sector in the United States, leading there also to a near-stability of current operating income and current operating margin at 2.3% compared to 2.4% in the previous fiscal year.

After taking into account non-recurring items of -4.9 million euros over the period, mainly consisting in the reorganization of the business activity in the United States, the operating income of the Bonduelle Group amounted to 45.5 million euros on reported figures, compared to 44.9 million euros for the same period of the previous fiscal year.

Net income from continuing operations

Net financial income amounted to -15.5 million euros, compared to -17.8 million euros at the end of the first half of the previous fiscal year. This improvement comes from a decrease in interest expense, which fell from -14.7 million euros to -12.6 million euros, resulting from a reduction in the group's average debt rate to 3.38%, and a positive foreign exchange result of 0.3 million euros compared to an expense of 1.2 million euros in the first half of the previous fiscal year.

Tax expense amounted to 13.8 million euros, compared to 12.7 million euros in the same period of the previous fiscal year. The effective tax rate, at 45.8%, although improving, is still distorted by the non-activated losses from the North American fresh business activities.

Net income from associates shows a revenue of 4.1 million euros corresponding to the share of profit – in progress - from the minority stake in Nortera Foods.

After taking into account the net financial income, the tax expense and net income from associates, the Bonduelle Group’s net income from continuing operations for the first half of the 2025-2026 fiscal year increased to 20.4 million euros, thus 1.8% of sales compared to 17.2 million euros over the same period of the previous fiscal year.

Net income from discontinued operations

In accordance with IFRS 5 accounting standards, the contribution from discontinued operations is gathered under item "net income from discontinued operations". Thus, for the first half of the year, the result amounted to +36 million euros, representing accounting gain on the disposal of the packaged salads activity in France, compared to a charge of -22.3 million euros for the same period of the previous fiscal year and -31.2 million euros for the entire 2024-2025 fiscal year, which included net income, restructuring charges and expenses related to the disposal of the salad businesses activities in Germany and France.

Consolidated net income

The consolidated net income shows a strong improvement at 56.5 million euros compared to a loss of 5.0 million euros in the previous fiscal year, due to the improvement in the net income of continuing operations and an active management of our portfolio of activities.

Financial situation

The seasonality of the group's business activity results in a high level of debt at December 31, which is not representative of average or fiscal year-end debt.

The group's net financial debt at December 31, 2025, after taking into account IFRS 16, amounted to 770.0 million euros compared to 755.5 million euros at December 31 of the previous fiscal year and the group's debt-to-equity ratio (gearing (3)) is improving at 1.16 compared to 1.23 in the same period of the previous fiscal year.

The increase in debt is linked to the rise in working capital requirements, itself attributable to the strengthening of the Russian ruble over the period (translation effect), to the rebuilding of inventories in this region following a 2024 agricultural campaign with lower volumes, and higher year-end sales activity, a factor contributing to increased receivables. The implemented reduction in production programs and the sales objectives for the second half of the year should allow the group to strengthen its financial structure.

Outlook

Given the aforementioned headwinds and market tensions, putting pressure on sales volumes and prices and generating industrial underactivity, the Bonduelle Group is targeting a current operating profitability at constant exchange rates and scope of 80 million euros for the financial year ending June 30, 2026.

Main transactions with related parties

Information regarding transactions with related parties is detailed in Note 11.3 "Related Parties" of the notes to the condensed interim consolidated financial statements in this document.

(1) Current operating income plus depreciation and changes in working capital requirements, and after deduction of investments.
(2) at constant currency exchange rate and scope of consolidation basis. Net sales in foreign currency over the given period are translated into the rate of exchange for the comparable period. The impact of business acquisitions (or gain of control) and divestments is restated as follows:
- For businesses acquired (or gain of control) during the current period, net sales generated since the acquisition date is excluded from the organic growth calculation;
- For businesses acquired (or gain of control) during the prior fiscal year, net sales generated during the current period up until the first anniversary date of the acquisition is excluded;
- For businesses divested (or loss of control) during the prior fiscal year, net sales generated in the comparative period of the prior fiscal year until the divestment date is excluded;
- For businesses divested (or loss of control) during the current fiscal year, net sales generated in the period commencing 12 months before the divestment date up to the end of the comparative period of the prior fiscal year is excluded.
(3) net financial debt / equity - Inc. IFRS 16.

2. Consolidated income statement

*In accordance with IFRS 5, net income from discontinued operations is presented on the separate line of the income statement “Net income from discontinued operations” for the fiscal years presented. As of December 31, 2025, the net income from discontinued operations mainly includes the gain on the disposal of the packaged salad business in France.

Gains and losses recognized directly in equity

3. Consolidated balance sheet

Assets

Liabilities

4. Consolidated cash flows statement

(1) Investments correspond to the acquisitions of property, plant and equipment and intangible assets plus the change in related trade payables.
(2) Disposals of fixed assets correspond to the proceeds received less advances and down-payments on fixed assets.
* In accordance with IFRS 5, cash flows from discontinued operations are presented on separate lines. The impact of the application of IFRS 5 on the published figures is presented in Note 3.

5. Changes in consolidated Shareholders’ equity

6. Notes to the condensed interim consolidated financial statements

Bonduelle SCA is a French limited partnership (société en commandite par action) that is listed on Euronext Paris (compartment B). Bonduelle is a market leader in processed vegetables both within and outside Europe. The Company operates in three business segments: canned, frozen and ready-to-use fresh vegetables (prepared and fresh-cut).

On February 17th, 2026, the Executive Management approved the consolidated half-yearly financial statements under IFRS and authorized the publication of the financial statements for the year ended 31st December 2025.

NOTE 1 ACCOUNTING PRINCIPLES

1.1 Preparation methods

The consolidated financial statements of the Bonduelle Group and its subsidiaries (“the group”) for the 2025-2026 fiscal year have been prepared in accordance with the “IFRS” (International Financial Reporting Standards) published by the IASB (International Accounting Standards Board), and whose adoption ruling has been published in the official journal of the European Union.

The notes to the half-year consolidated financial statements have been prepared in accordance with IFRS and follow recommendation 2016‑09 of the Autorité des normes comptables (ANC – French Accounting Standards Board).

Half-year financial statements have been prepared in compliance with IAS 34 Interim Financial Reporting.

As part of the normal preparation of the consolidated financial statements, the calculation of certain financial data requires the use of assumptions, estimates and assessments that have an impact on amounts recognized in the balance sheet, the income statement and the notes to the consolidated financial statements and which are principally:

Monitoring the value of intangible assets:
The net book value of goodwill, brands and other intangible assets is reviewed at least once a year, at the annual closing and when events or circumstances indicate that a reduction in value is likely to have occurred. An impairment loss is recognized when the recoverable amount of the intangible assets becomes lower than their net carrying amount.

As of December 31st, 2025, the Bonduelle group performed a review of impairment indicators. As a result of this work, no impairment has been recognised in the accounts as of December 31st, 2025.

1.2 Accounting standards applied

As these are condensed financial statements, they do not include all the information required by IFRS for the preparation of consolidated financial statements. They should therefore be read in conjunction with the consolidated financial statements for the year ended June 30th, 2025.

The accounting policies used for these condensed consolidated interim financial statements are the same as those applied in the preparation of the consolidated financial statements for the year ended June 30th, 2025, except for the newly applicable standards, amendments and interpretations as of July 1st, 2025.

Main standards, amendments and interpretations adopted by the European Union and mandatory for accounting periods beginning on or after 1st January 2025:

This publication did not have any impact on the group's consolidated financial statements.

Standards, amendments and interpretations not yet mandatorily applicable for financial years beginning on or after January 1,2026

The group has not applied these standards, amendments and interpretations whose application is not mandatory in the consolidated financial statements as at December 31st, 2025 and believes that they would not have a material impact on its results and financial position.

1.3 Specific features of the preparation of Interim Financial Statements

Seasonality of operations
The condensed interim consolidated financial statements as of December 31 are characterized by significant seasonality. The production of canned and frozen technologies is mainly carried out during the first half of Bonduelle’s fiscal year. As of December 31st, costs directly related to the production of these technologies have been recognized based on the costs that will be incurred over the entire fiscal year to account for the significant effects of seasonality.

However, the interim result is not necessarily indicative of the result expected for the full year.

To provide readers with a better understanding of the financial statements given this seasonality, the 12-month period ending June 30, 2025, has been added to the income statement and the cash flow statement. For the balance sheet, the interim period ending December 31, 2024, has also been included. The details of these additional informational periods are not included in the notes to the financial statements.

Employee Benefits
The retirement obligation is assessed based on the valuation performed as of June 30, 2025, adjusted for significant market fluctuations since then, any plan amendments, curtailments, or settlements, and any other significant events. As of December 31, 2025, the Group recognized a 30-basis-point increase in the discount rate used to measure the obligation (4.0% compared with 3.70% at June 30, 2025).

Income Tax
The tax expense is assessed based on the best estimate of the weighted average effective tax rate expected for the full fiscal year. As of December 31, 2025, the effective tax rate (ETR) was calculated at 45.8%.

NOTE 2 CHANGE IN THE SCOPE OF CONSOLIDATION

2.1 Disposal of packaged salad fresh activity in France and Germany

As part of its “Transform to Win” transformation plan, the Bonduelle Group completed, on March 31, 2025, the disposal of its packaged salad business in Germany to the company Taylor Farm. Only the assets related to this business were sold, and the legal entity remains fully consolidated within the scope of the Group.

On July 17, 2025, the Group finalized the disposal of its packaged salad business in France to the LSDH Group, following several years of declining performance in this segment. Information related to the business held for sale is presented in Note 3.

NOTE 3 ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

3.1 Application of IFRS 5

As described in Note 2, the Group disposed of its packaged salad business in Germany and France, in March and July 2025 respectively. At December 2024 and June 2025 reporting dates, the assets relating to these operations met the criteria to be classified as held for sale in accordance with IFRS 5.

Consequently, the assets of this business and the associated liabilities were presented separately from the Group’s other assets and liabilities, on specific lines of the statements of financial position as at December 31, 2024 and June 30, 2025. The assets of the German packaged salad business were disposed of on March 31, 2025 and were therefore derecognized from the statement of financial position as at June 30, 2025. The assets of the French packaged salad business were disposed of on July 17, 2025 and are therefore derecognized from the statement of financial position as at December 30, 2025.

In the income statement, the contribution of the operations classified as held for sale for the periods presented is reported within the line “Net result from discontinued operations.” In the statement of cash flows, their contribution is presented within the lines “Cash flows from discontinued operations” for each of the three major sections (Operating activities, Investing activities, Financing activities). These reclassifications are applied to all periods presented to ensure comparability of information.

Details of items classified under “Net income from discontinued operations”,” Cash flow from discontinued operations”, “Assets held for sale” and “Liabilities held for sale”.’ are shown in Note 3.2.

NOTE 4 SEGMENT REPORTING

Information by segment

Information by geographical area

(1) Russia and other CIS countries.

NOTE 5 NON-RECURRING ITEMS

(1) Mainly includes various expenses related to organisational changes.
(2) At 31 December 2024, corresponds for 1.7 million euros to the closure of a fresh ready-to-use warehouse in North America.

NOTE 6 EMPLOYEE BENEFIT OBLIGATIONS

As of December 31, the assumptions used to calculate pension obligations were updated compared to the annual closing in June 2025, resulting in a discount rate of 4% (compared to 3.70% as of June 30, 2025). This increase in the rate of 30 basis points would decrease the commitments by €720 thousand.

NOTE 7 NET FINANCIAL INCOME

The group's financial result as of December 31st , 2025, amounts to -15,5 million euros compared to -17.8 million euros a year earlier.

The cost of net debt, the main component of financial result, stood at -14.7 million euros as at December 31st , 2024, to -12,6 million euros as at December 31st, 2025, corresponding to interest paid at the effective interest rate. This decrease is driven by the context of falling interest rates in most currencies.

The interest rate, calculated on the group's average debt, all currencies combined, and restated for IFRS impacts, stood at 3.38% versus 4.12% the previous year.

Other financial income and expenses (-3.2 million euros) mostly come from the interest charges of IFRS 16 lease liabilities (- 3 million euros).

Foreign exchange loss (+0.3 million euros) is mainly due to foreign exchange hedges on cash flows relating to commercial activities and cash in foreign currencies.

NOTE 8 DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives at 2025/06/30

(1) Including non-asset caps

Derivatives at 2025/12/31

NOTE 9 NET DEBT

9.1 Analysis of net debt by type

At 2025/06/30

At 2025/12/31

Issuances are subject to financial covenants, principally an early redemption clause should Bonduelle default on its financial liabilities (cross default), and in the event of failure to comply with the following ratios:

• Long-term debt/long-term equity ratio less than or equal to 0.60;
• Consolidated current assets/consolidated current liabilities greater than or equal to 1.10.

At December 31st,2025, the group complied with these financial covenants.

9.2 Liquidity

As of 31 December 2025, €170 million of the €400 million syndicated revolving credit facility (RCF), indexed to corporate social responsibility (CSR) indicators and maturing on 6 February 2030, had been drawn down.

In addition, the Negotiable European Commercial Paper (Neu CP) program continued to be a great success with investors during the year. The maximum ceiling of this program, secured by the RCF credit line, is EUR 400 million euros.

Finally, the group also benefits from several confirmed bank credit lines with maturities of up to three years, bringing the total amount of confirmed bank credit lines (including RCF) to 570 million euros (500 million euros at 31 December 2024), of which 225 million euros were drawn down at December 31st, 2025 (240 million euros at 31 December 2024).

Drawings underbank credit lines (including RCF) confirmed beyond a year are classified in the consolidated balance sheet as non-current financial liabilities.

NOTE 10 GOODWILL

Changes in goodwill were as follows:

(1) Relates to the IFRS 5 restatement of the packaged salad activity in France and Germany
(2) Translation adjustments.

(1) Translation adjustments.

At 31st December 2025, the net carrying amount per CGU was as follows:

(1) Translation adjustments.

NOTE 11 ADDITIONAL INFORMATION

11.1 Earnings per share

A dividend of 0.25 euro per share has been voted to the Shareholders’ Meeting held on December 4, 2025.

At December 31st,2025, Bonduelle SCA's share capital comprised of 32,630,114 shares with a par value of 1.75 euros per share.

*Dilution is mainly due to the probability of exercise of stock options and free share allocation plans. The risk of dilution mentioned above is considered as limited, given the allocation of treasury shares to the objective of coverage for securities giving rights to allocations of shares.

11.2 Contingent liabilities

The commitments correspond to our current activities.

Environment
None of the group’s activities generates any major environmental liabilities.
The group occasionally incurs refurbishing costs on closed industrial sites.

11.3 Related parties

For the first half-year ended December 31, 2025, the relationships between the group and related parties remained comparable to those of the financial year ended June 30, 2025, as mentioned in the Universal Registration Document. In particular, no unusual transaction, either in nature or amount, occurred during this period.

11.4 Subsequent events

There were no major events between the balance sheet date and the closing date.

7. Certification of the persons responsible for the half‑yearly financial statements

We hereby certify that, to the best of our knowledge, the condensed accounts for the previous half-year have been drawn up according to the applicable accounting standards and provide a faithful impression of the assets, financial situation and results of the company Bonduelle SCA and all the firms within its consolidation structure and that the half-year business report presents a faithful impression of the important events occurring during the first six months of the financial year, their effects on the accounts, the main transactions between associated parties and a description of the main risks and uncertainties for the remaining six months of the financial year.

The Executive Manager
Pierre and Benoît Bonduelle SAS
Represented by Christophe Bonduelle

The Chief Financial Officer
Grégory Sanson

8. Statutory Auditors' report on the half-yearly financial information

This is a free translation into English of the statutory auditors’ review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group’s half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your annual general meeting and in accordance with the requirements of article L. 451-1-2-III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

• the review of the accompanying condensed half-yearly consolidated financial statements of Bonduelle, for the period from July 1st, 2025 to December 31st, 2025.
• the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements have been prepared under the responsibility of the Management Board. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Lille and Neuilly-sur-Seine, February 26th,2026
The Statutory Auditors
French original signed by
Grant Thornton Deloitte
Alexis PENET Vincent Frambourt Edouard LHOMME