Invitation to the Annual General Meeting 2025

To the Shareholders of Bell Food Group Ltd

Invitation to the Annual General Meeting

Date: Tuesday, 8 April 2025, 16:00 (doors open at 15:00)

Venue: Event Hall, Messe Basel, Messeplatz, 4058 Basel

Dear Shareholders

We are very pleased to invite you to the Annual General Meeting of Bell Food Group Ltd on 8 April 2025.

The Bell Food Group posted encouraging organic growth in the 2024 financial year, with market share gained in all business areas. There was a particularly noteworthy increase in sales volume and net income, in markets that are saturated for the most part. This organic growth is confirmation for us that we are moving in the right direction with our strategic thrusts. We are happy to be presenting another set of positive results, and cordially invite you to join us in looking back at the events and achievements experienced by the Bell Food Group in the 2024 financial year at the Annual General Meeting.

The following pages contain the items on the agenda, the proposals of the Board of Directors, and the explanations and background. This includes the approval of the annual report, the appropriation of earnings, and the determination of the maximum compensation to be paid to the Board of Directors and Group Executive Board. The annual elections are also on the agenda.

Please use the enclosed reply form to register for the Annual General Meeting or to grant power of attorney to another shareholder or the independent proxy. You can also send instructions to the independent proxy elec- tronically. Please use the enclosed reply form to request your login data for this procedure.

The Annual General Meeting will again take place at the Event Hall at Messe Basel. All attendees are warmly invited to the dinner that will follow the official part of the meeting.

On behalf of the Board of Directors, I would like to thank you for your trust in the Bell Food Group.

Basel, 5 March 2025

Yours sincerely,

On behalf of the Board of Directors of Bell Food Group Ltd

Joos Sutter, Chair

Minutes, proposals and explanations

1 Report on the financial year 2024

1.1 Approval of 2024 annual report

Proposal: The Board of Directors proposes the approval of the annual report consisting of the annual financial statements, situation report and consolidated financial statements of the Bell Food Group for 2024.

Explanation: The annual report of the Bell Food Group provides information on the group's business performance in the past financial year. It comprises, among other things, the annual financial statements, situation report, consolidated financial statements, compensation report and auditors' reports. The annual report is available in German and English, and can be downloaded at www.bellfoodgroup.com/report-en.

1.2 Approval of the 2024 compensation report

Proposal: The Board of Directors proposes noting and agreeing to the 2024 compensation report as part of an advisory vote.

Explanation: The compensation report provides information on the compensation paid to the members of the Board of Directors and the Group Executive Board during the reporting year and sets out the basis and components of their compensation. The advisory vote that is taken on the compensation report is not legally binding. The compensation report is part of the annual report and can be downloaded at www.bellfoodgroup.com/ report-en.

2 Appropriation of the 2024 annual profit, distribution of an ordinary dividend and distribution from capital contribution reserves

2.1 Appropriation of the 2024 annual profit, ordinary dividend

Proposal: The Board of Directors proposes making a distribution of an ordinary dividend of CHF 3.50 gross per registered share from the available annual profit for 2024 of Bell Food Group Ltd, and an allocation of CHF 151 763 216 to the voluntary retained earnings.

2.2 Distribution from capital contribution reserves

Proposal: The Board of Directors proposes making a distribution of CHF 3.50 per registered share from the capital contribution reserves after reclassification to the voluntary retained earnings for the 2024 financial year.

Explanation: The Board of Directors is asking the Annual General Meeting to approve a distribution of CHF 7.00 per registered share for the 2024 financial year. This equals a total distribution of CHF 43 999 984.

As in the previous year, the distribution will be paid out in equal parts as an ordinary dividend and a distribution from capital contribution reserves. The distribution from the capital contribution reserves can be made without deducting federal withholding tax. The distribution from the capital contribution reserves is not subject to income tax for natural persons resident in Switzerland who hold the shares as part of their private assets. No distribution is made on shares held by Bell Food Group Ltd. As a result, the reported dividend amount, the distribution amount and the amount to be reclassified from the capital contribution reserves to the voluntary retained earnings may still change.

The Annual General Meeting can vote separately on the ordinary dividend and the distribution from the capital contribution reserves. If the proposals are approved, the total gross distribution of CHF 7.00 per registered share will be paid out from 14 April 2025. The last trading day entitling a shareholder to a distribution is 9 April 2025.

3 Discharge of the members of the Board of Directors

Proposal: The Board of Directors proposes that its members be discharged for the 2024 financial year.

Explanation: As part of the process of passing the resolution to discharge the Board of Directors, the shareholders may decide on whether they wish to discharge the members of the Board of Directors for the business conducted in the 2024 financial year in accordance with Art. 758 of the Swiss Code of Obligations. By discharging the Board of Directors, both the company and the shareholders who voted in favour of the discharge waive their right to assert liability claims against the Board of Directors. The resolution to grant discharge applies exclusively to known facts and only with respect to the company and the shareholders who voted in favour of the resolution or acquired their shares afterwards in full knowledge of the resolution.

4 Compensation of the Board of Directors and the Group Executive Board

4.1 Approval of the maximum total compensation to be paid to the members of the Board of Directors for the 2026 financial year

Proposal: The Board of Directors proposes the approval of a maximum amount of CHF 800 000 for the compensation of the members of the Board of Directors for the 2026 financial year.

Explanation: The proposed total amount is the same maximum amount approved at the last Annual General Meeting for the 2025 financial year, and is based on the payment of compensation to six members of the Board of Directors. A total of CHF 700 196 was paid to the members of the Board of Directors for the 2024 financial year. Detailed information on compensation is provided on page 80 of the annual report. The annual report can be downloaded at www.bellfoodgroup.com/report-en.

4.2 Approval of the maximum total compensation to be paid to the members of the Group Executive Board for the 2026 financial year

Proposal: The Board of Directors proposes the approval of the maximum amount of CHF 4.9 million for the compensation of the members of the Group Executive Board for the 2026 financial year.

Explanation: The proposed total amount is the same maximum amount approved at the last Annual General Meeting for the 2025 financial year, and is based on the payment of compensation to six members of the Group Executive Board. A total of CHF 4.6 million was paid to the Group Executive Board for the 2024 financial year. Detailed information on compensation is provided on page 80 of the annual report. The annual report can be downloaded at www.bellfoodgroup.com/report-en.

5 Elections to the Board of Directors and election of the Chair

Proposal: The Board of Directors proposes the re-election of Philipp Dautzenberg, Thomas Hinderer, Doris Leuthard, Werner Marti, Joos Sutter and Philipp Wyss as members of the Board of Directors until the end of the next Annual General Meeting. The Board of Directors also proposes the re-election of Joos Sutter as Chair of the Board of Directors for the same period.

Explanation: The one-year term of office of all members of the Board of Directors expires at the end of the 2025 Annual General Meeting. All members and the Chair are standing for re-election. The Board of Directors intends to appoint Doris Leuthard as the Vice-Chair of the Board of Directors if she is re-elected. Information on the members of the Board of Directors who are standing for re-election is provided on pages 62 to 64 of the annual report. The annual report can be downloaded at www.bellfoodgroup.com/report-en.

5.1 Re-election of Philipp Dautzenberg to the Board of Directors

1. Re-election of Thomas Hinderer to the Board of Directors
2. Re-election of Doris Leuthard to the Board of Directors
3. Re-election of Werner Marti to the Board of Directors
4. Re-election of Philipp Wyss to the Board of Directors
5. Re-election of Joos Sutter to the Board of Directors
6. Re-election of Joos Sutter as Chair of the Board of Directors

6 Elections to the Compensation Committee

Proposal: The Board of Directors proposes the re-election of Thomas Hinderer and Philipp Wyss as members of the Compensation Committee until the end of the next Annual General Meeting.

Explanation: The one-year term of office of all members of the Compensation Committee expires at the end of the 2025 Annual General Meeting. The Board of Directors proposes the re-election of Thomas Hinderer and Philipp Wyss. The Board of Directors intends to appoint Thomas Hinderer as the Chair of the Compensation Committee if he is re-elected.

6.1 Re-election of Thomas Hinderer to the Compensation Committee

6.2 Re-election of Philipp Wyss to the Compensation Committee

7 Election of the independent proxy

Proposal: The Board of Directors proposes the election of Dr Christian Hochstrasser, lawyer, as the independent proxy until the end of the next Annual General Meeting.

Explanation: The one-year term of office of the independent proxy expires at the end of the 2025 Annual General Meeting. Since Dr Andreas Flückiger is not standing for re-election, the Board of Directors is proposing Dr Christian Hochstrasser as the new independent proxy. Dr Hochstrasser has a doctorate in law, and is a lawyer and partner in a business law firm in Basel.

8 Re-election of the auditor

Proposal: The Board of Directors proposes the re-election of KPMG Ltd, Basel, as auditor until the end of the next Annual General Meeting.

Explanation: The one-year term of office of the auditor expires at the end of the 2025 Annual General Meeting. KPMG Ltd has been the auditor of Bell Food Group Ltd since 2019. The Board of Directors would like to continue this cooperation and proposes its re-election.

Organisational details

Annual report

The annual report of the Bell Food Group, including the annual financial statements, situation report, consolidated financial statements, compensation report and the auditor's reports, is available in German and English at www.bellfoodgroup.com/report-en.

Report on non-financial matters

As at 31 December 2024, the Coop Group Cooperative with registered office in Basel holds around 71 percent of the shares of Bell Food Group Ltd and is the majority shareholder. The Bell Food Group is part of the Coop Group Cooperative's sustainability strategy, and has delegated its obligation to report on non-financial matters to the Coop Group Cooperative. The report will be submitted to the Delegate Assembly of the Coop Group Cooperative for approval and will be published in May 2025. The Coop Group uses this medium to report on environmental matters, in particular CO2 goals, social issues, employee-related issues, respect for human rights, combating corruption and fulfilment of its due diligence obligations. The report is available in German, French, Italian and English at www.taten-statt-worte.ch/nachhaltigkeitsbericht.

Right to vote

Shareholders who are registered with a voting right in the share registry of the Bell Food Group Ltd at 17:00 on 28 March 2025 may vote at the Annual General Meeting. Votes and elections are held electronically.

Admission card

Shareholders may order their admission card using the enclosed reply form. Admission cards and voting documents will be sent out between 21 March 2025 and 3 April 2025, and must be presented to Access Control between 15:00 and 15:45 on the day of the Annual General Meeting.

Appointment of proxies and issuing of instructions

Shareholders can be represented at the Annual General Meeting by another shareholder entitled to vote or by the independent proxy, Dr Andreas Flückiger, lawyer and notary, P.O. Box 130, 4010 Basel, Switzerland. The enclosed reply form must be used to appoint a proxy. Shareholders cannot be represented by someone who is not a shareholder of Bell Food Group Ltd.

The independent proxy can also be appointed and given instructions electronically via https://bell.shapp.ch. The required login data must be ordered with the enclosed reply form.

By appointing a proxy or making use of the electronic voting system, shareholders waive their right to attend the Annual General Meeting in person.

Requests to speak

Speakers are asked to register at the speakers' desk next to the stage before the beginning of the Annual General Meeting. Spontaneous requests to speak may still be made.

Language

The Annual General Meeting is held in German. No simultaneous interpreting will be provided.

Enclosures

Reply envelope

Reply form (registration/appointment of proxy)

Bell Food Group Ltd

Directions

Entrance

Annual General Meeting