2025

Annual

Report

The Magnum Ice Cream Company

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Annual Report

2025

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2

Table of

contents

Management Report

Financial Statements

Sustainability Statements

Further Information

Financial Statements

Sustainability Statements

Further Information

Management Report

About us

5

At a glance

6

Our heritage

7

Our footprint

9

Regional overview

10

13

Board Chair update

13

CEO update

14

15

19

Culture and values

19

23

Group financial review

23

Additional financial disclosures

26

Regional performance

29

Sustainability

32

33

Approach

33

Governance

35

Principal risks

36

Viability statement

40

42

Introduction

42

Board of Directors

45

Executive Leadership Team

48

Board Report

50

Nomination and Governance Committee Report

55

Audit and Risk Committee Report

57

Directors’ Remuneration Report

60

Other information

80

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Financial Statements

Consolidated financial statements

85

Notes to the consolidated financial statements

90

Company financial statements

141

Notes to the Company financial statements

143

Sustainability Statements

General disclosures

148

Environmental disclosures

164

Social disclosures

187

Governance disclosures

204

Further Information

KPMG audit and assurance report

218

Definition and reconciliation of non-IFRS financial measures

228

Shareholder information

233

Cautionary statement

235

This copy of the 2025 Annual Report of The Magnum Ice Cream Company N.V. is not in the European

single electronic reporting format (ESEF) as specified in the RTS on ESEF (Regulation (EU) 2019/815).

The ESEF version of the 2025 Annual Report is available on our website.

Management Report

Financial Statements

Sustainability Statements

Further Information

Financial Statements

Sustainability Statements

Further Information

Management

Report

About us

Leadership perspectives

Our strategy

Our people

Review of the year

Risk management

Corporate governance

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Life tastes

better

with

ice cream

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5

About

us

Welcome to the world’s

largest

ice cream

company

We are the world’s largest ice cream company

, headquartered in Amsterdam, The

Netherlands and listed on Euronext Amsterdam, the London Stock Exchange and the New

York Stock Exchange. Home to four of the world’s five largest ice cream brands, with a global

team of 16,500 colleagues, operating 30 factories, 12 Research and Development centres and

a fleet of three million freezer cabinets, we generated €7.9 billion in revenue in 2025.

From Magnum and Ben & Jerry’s to Cornetto and the Heart Brand, our ice cream portfolio

delights consumers in 80 markets around the world.

21%

11%

Global market share

(2)

Revenue

of the top 5 ice cream

brands globally

Home to

4

16,500

Colleagues

years of ice cream

experience

€1.3

billion

€7.9

billion

Adjusted EBITDA

3 million

Iconic freezer

cabinets

TMICC

Ice cream factories

30

Breyers

Wall’s

Ben & Jerry’s

William Breyer began producing ice cream in line

with the ‘Breyers Purity Pledge’ in Philadelphia in

1866 promoting "pure, high-quality and

natural ingredients"

.

A true entrepreneur, Thomas Wall seized the

opportunity to sell ice cream by the seaside

during the warmer months of 1922.

With their entrepreneurial spirit and unwavering

belief that ice cream can change the world, Ben

Cohen and Jerry Greenfield opened their first ice

cream scoop shop in a renovated gas station in

Burlington, Vermont in 1978.

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With roots stretching back over a century, our story began in 1866 with the founding of Breyers

- a name that set the stage for generations of ice cream artistry. Today, our portfolio is built on the rich

legacy of our heritage brands that have defined moments of joy and indulgence for decades, including:

Wall’s (1922), Cornetto (1959), Twister (1982), Ben & Jerry’s (1978), Magnum (1989), Talenti (acquired

in 2014) and Yasso (acquired 2023). Each name carries a legacy of flavour and craftsmanship that

continues to captivate hearts worldwide.

Throughout the years, innovation has remained our compass, guiding not only what ice cream means

but also when and how it is enjoyed. From the early introduction of Popsicle - a frozen, flavoured delight

on a stick that redefined convenience - to Ben & Jerry’s pioneering pint-sized containers that drove

category growth during the 1980s and 1990s. We are excited about the future of ice cream.

Our heritage

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

1866

Founding

of Breyers

1922

Founding

of Wall’s

1923

Founding

of Popsicle

1959

Founding

of Cornetto

1978

Founding of

Ben & Jerry’s

c.

1980

Launch in

Emerging

Markets

1982

Launch

of Twister

1989

Launch

of Magnum

1990

Launch of

Türkiye Algida

2014

Acquisition

of Talenti

2023

Acquisition

of Yasso

2024

2025

Magnum

Bonbon

Founding of

The Magnum Ice

Cream Company

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8

160 years of experience

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

United States

Brazil

Ecuador

Portugal

(1)

Mexico

Canada

Türkiye

China

Philippines

Thailand

Indonesia

South Africa

Middle East

Pakistan

India

(1)

Australia

Europe

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Our footprint

Around the world one scoop at a time

The Magnum Ice Cream Company N.V. has a global portfolio - with an end-to-end supply chain that

spans six continents. 12 world class Research and Development (R&D) centres inspire 30 state-of-

the-art manufacturing facilities; collectively running more than 300 precision-engineered production

lines that stock 200 distribution centres and more than 2,000 dedicated distributors.

As the world’s largest ice cream company, we bring indulgence to life on a global scale in 80 markets.

We strive to operate a supply chain powered by global strength and delivered locally. This approach

creates agility and champions local-for-local production and distribution, so every scoop feels as close

to home as it does to perfection.

Factory location

R&D centre

Europe, United Kingdom, Australia & New Zealand (Europe & ANZ)

North America, Central & South America (Americas)

Asia, Middle East, Africa (AMEA)

(1)

Planned perimeter expansion in first half of 2026 to include India and Portugal.

Australia

Australia

New Zealand

Revenue

Factories

Market share

(1)

Leading brands

Colleagues

€3.2

12

31%

7,000

billion

Growth

• Rebuild the European Away-from-Home channel

• Grow the ice cream category through innovation

and retail partnerships

• Move to a digitally led demand creation model

• Turnaround Italy

Productivity

• Supply chain transformation

• Overheads

• Volume growth for higher asset utilisation

Re-investment

• Brands and portfolio

• Away-from-Home cabinet expansion

• Supply chain network optimisation

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United States

Brazil

Mexico

Revenue

Factories

Market share

(1)

Leading brands

Colleagues

€2.8

8

4,500

19%

billion

Growth

• Double down on the fastest growing (+5%)

single serve ice cream segment

• Expand portfolio of calorie control and

high protein offerings

• Rebuild business in club, dollar store and

Away-from-Home channels

• Pivot towards a digitally led demand

creation model

• Turnaround Brazil

Productivity

• US end-to-end supply chain reset

• Latin America direct sales distribution

system revamp

Re-investment

• Capacity expansion

• Away-from-Home cabinet expansion

• Media investment

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Türkiye

India

(2)

China

Philippines

Indonesia

Revenue

Factories

Market share

(1)

Leading brands

Colleagues

€1.9

billion

10

5,000

11%

Growth

• Drive distribution and penetration in low per capita

consumption countries (e.g. Pakistan)

• Build an attractive portfolio at core ‘snacking and

refreshment’ price (coinage) points

• Further premiumise the portfolio both in indulgence

as well as wellness

• Build ice cream occasions with our demand

generation model

• Accelerate share growth in China

Productivity

• Optimise supply chain end-to-end to improve

capacity utilisation, better service and lower cost

• Lead through digitalisation, automation and new

technologies

Re-investment

• Cabinets and digitalise frontline

• De-bottleneck capacity and invest in quality and safety

• Build cutting-edge capabilities

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Leadership perspectives - Board Chair update

December 2025 marked a significant milestone in our history as

The Magnum Ice Cream Company (TMICC) completed its demerger from

Unilever and began trading as a listed company. This separation allows

TMICC to operate with greater focus and agility, tailoring our operating

model, capital allocation and capabilities to the specific requirements

of the ice cream industry. The Board believes this focus will strengthen

our competitive advantages in brand leadership, manufacturing and

distribution and position the Company for sustainable profitable growth.

Unlocking shareholder value

The Board has established a balanced capital allocation framework

designed to deliver consistent returns while funding organic growth

and productivity. Our policy targets a dividend payout ratio of

40% to 60% of net income after adjusting items. We plan to maintain our

credit rating at an investment grade profile, while retaining flexibility for

targeted bolt-on acquisitions that strengthen the portfolio. This disciplined

approach underpins our medium-term objectives of 3% to 5% average

annual Organic Sales Growth, 40 to 60 basis points of Adjusted EBITDA

margin expansion and €0.8 to 1.0 billion of free cash flow from 2028.

Governance and stewardship

Robust governance underpins trust and performance. Upholding

standards of ethics and compliance supports responsible business

practices and long-term value creation for shareholders, consumers,

customers, employees and communities. TMICC is governed by a

one-tier Board structure, bringing together global leadership, deep

industry expertise and clear accountability. I thank Peter ter Kulve, Abhijit

Bhattacharya, Stacey Cartwright, René Hooft Graafland, Melissa Bethell,

Stefan Bomhard, Anja Mutsaers and Reginaldo Ecclissato for their Board

service during this important period, and welcome Josh Frank, who joined

as a Non-Executive Director in March 2026.

Doing good business

As a standalone company, we will in due course embed Environmental,

Social and Governance (ESG) matters into our strategy and operating

plans, focusing on the areas that matter most to the ice cream value

chain. Priorities include the integrity and sustainability of our key sourcing

ingredients, the environmental footprint of our packaging and cabinet cold

chain, and the social impact we have in the communities we operate in.

The Board will oversee progress against these priorities, ensuring

alignment with stakeholder expectations and disciplined execution.

Looking to the future

The global ice cream market is forecast to grow at 3% to 4% annually

(1)

,

supported by enduring consumer demand for indulgence, convenience

and innovation. As the world’s largest ice cream company, we are well

positioned to compete and win. We have invested in delivering capabilities

and implemented a robust productivity programme to strengthen

operational efficiency. With our foundations in place and a clear strategic

focus, we are confident in our ability to create sustained value for

shareholders.

It is an honour to write to you as Chair of TMICC. I am excited by the

opportunity to help shape the future of this remarkable business with so

much potential. Ice cream brings joy to millions every day, and TMICC is

built to win at scale with iconic brands, a unique asset base and great

people.

We are grateful to Unilever for its stewardship and support through the

transition, and to our shareholders for their trust in our vision.

Jean-François van Boxmeer, Board Chair

18 March 2026

‘I believe that growth and robust

governance are both fundamental

to building trust with our

stakeholders and ensuring

long-term value creation.’

Peter

ter Kulve

Chief Executive Officer

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(1) Organic sales growth and Adjusted EBITDA margin improvement plan does not apply to any individual year, but is an average over the medium-term.

Leadership perspectives - CEO update

2025 marked a defining year for The Magnum Ice Cream Company

(TMICC). On 6 December 2025, we successfully demerged from Unilever

and on 8 December 2025, TMICC began trading as an independent,

publicly listed company. This enables us to focus exclusively on ice cream,

with a strong team of 16,500 colleagues around the world. At a very deep

level, we believe it all starts with the product - crafting amazing ice cream

experiences, whether it is a super-indulgent premium Talenti pint or a five-

cent water ice lolly. We are passionate and driven by making the world’s best

and most loved ice cream. Almost as much fun as making and selling ice

cream is unlocking the intrinsic economic value of this global business. We

are establishing TMICC as a hard currency compounder, delivering growth

and margin year by year, in line with our value creation algorithm. We are

positioning TMICC to grow Organic Sales on average by 3% to 5% from

2026, with an average annual Adjusted EBITDA margin improvement of

40 to 60 basis points in the medium term.

(1)

Ice Cream is an attractive market because it is consistently growing

(in volume and value) ahead of core foods, driven by penetration and

distribution in emerging markets and premiumisation in developed markets.

Premiumisation is occurring through the move from large tubs to hand-held

ice cream, more premium formats and increasingly ‘better-for-you’ options

like ‘high protein’, ‘low fat’ or ‘less sugar’.

Although weight loss medications are still largely an American

phenomenon, we believe they actually present more opportunities than

challenges. Clearly people on these medications reduce calorie intake

but they do not stop treating themselves. People seem to move from big

volume ‘mindless munching’ to more deliberately choosing their pleasure

moments. Even the most indulgent ice cream already has a good calorie

profile compared to cookies, chocolate or potato chips. Moreover,

it offers a wide range of choices and portion control, from an indulgent

Ben & Jerry’s Cookie Dough to low-calorie fruit water ice and more

focused nutrition options like our high-protein Yasso range.

The value creation opportunity for TMICC is clear; historically the business

was losing market share (2013-2023) and profitability was significantly

behind the estimated profitability of our main global ice cream competitor

and the broader snacking and refreshment market peer group. With our

more premium footprint, expertise in scaling innovation, and a strong

position in the faster growing channels like e-commerce and in emerging

markets, we have a growth advantage. We have identified the roadmap

to close the profitability gap, and this programme has been in execution

for two years, delivering the expected outcomes. As a result of increased

focus and our execution rigour, we have now gained market share for the

last two years. Our organic growth is accelerating at 4.2% with 1.5% volume

growth in 2025, in line with our long-term value creation algorithm.

It was the first year that we ran as a standalone business, with our own

salesforce, supply chain, marketing and leadership team. The most

important thing for a new company is to get the culture right, which

is why we carefully studied the founders of our many brands - from

William Breyer, Thomas Wall, Ben and Jerry to Amanda Klane and Drew

Harrington who more recently founded Yasso.

There are three overwhelming characteristics that we want to capture in

our culture:

An obsession to create the best ice cream, because in the end it is all

about the product;

A small company soul. The ice cream season is short, the weather

is unpredictable, and there is a lot of competition, so we need to be

agile, fast and simple, working hand in glove across functions;

Growth hunting - all our founders were obsessed with growth,

new flavours, benefits, occasions and channels.

We have made a good start with our culture - establishing the team,

processes and ways of working. We are now building our new, best-

in-class technology stack and partner ecosystem. As we redesign our

workflows, we can leverage AI across functions to drive efficiencies,

from targeted marketing and freezer placements to advanced weather

modelling and the automation of our back-end operations through our

Global Business Solutions (GBS) organisation.

As we enter our first full year as a listed company, our focus will be

on sustaining competitive growth and margin expansion by driving

innovation, expanding availability, and deepening our presence in

under-represented channels and geographies. We will continue to invest

in premiumisation, ‘better-for-you’ products, and new consumption

occasions. Our productivity programme is now well established and has

very good momentum. In the next phase, technology-enabled efficiency

will be increasingly unlocked as we move out of Transitional Services

Agreements and progressively activate our own technology stack.

TMICC is largely an organic growth and margin improvement story,

and with disciplined capital allocation, we believe we are well positioned

to deliver good shareholder returns.

We have the scale, brands, strategy and capabilities to win as the world’s

largest ice cream company. I want to extend a huge thank you to my

colleagues around the world, to Unilever and to everyone else who has 

been part of making this journey possible. Life tastes better with ice cream!

Growth

Accelerating competitive growth by expanding consumption

occasions, winning across the full price pyramid, and

ensuring broader availability across channels.

Productivity

Unlocking productivity through a €500 million savings

programme that resets our supply chain, reduces structural

overhead, and embeds technology-enabled efficiency.

Re-investment

Reinvesting in brands, capabilities and stronger leadership.

From disruptive innovation and demand creation

to best-in-class digitalised execution across channels.

Technology-enabled marketing, sales & supply chain operations

Focused Environmental, Social and Governance (ESG) agenda

The Ice Cream Way

Our ambition is to combine the strength of our brands with a business system designed specifically for ice cream, unlocking faster decision-making, sharper execution,

and more disciplined capital allocation. Our value creation algorithm is clear. Over the medium term, we aim to deliver 3% to 5% average organic sales growth and expand

margins by 40 to 60 basis points (bps) per year, driven by competitive growth and a step-change in productivity, with sustained reinvestment in our brands.

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Our

strategy

Management Report

Financial Statements

Sustainability Statements

Further Information

Our strategy

-

Growth

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1. Accelerating competitive growth

Occasion-led growth, powered by our brands

We are shifting from a brand-first mindset to an occasion-led growth model designed around where,

when, and why consumers choose ice cream. We are focused on innovation, activation and execution

on the demand moments that matter most, spanning indulgence, refreshment, on-the-go snacking,

bonding and sharing, and mindful choices. This aims to ensure that our innovations and spend are

more relevant and deliver higher returns.

Winning across the full price pyramid

Our portfolio is designed to compete across the full price pyramid. Premium propositions drive pricing

power and margin mix, while accessible formats build penetration, frequency, and scale supporting

manufacturing leverage and broad consumer reach. We support this with a country-specific,

occasion-based pricing strategy. Positioning our products not just within the ice cream category

norms, but against the broader snacking market, ensuring our products are always competitively

positioned.

(1)

Disciplined innovation focused on scalable platforms

We are sharpening our innovation model to prioritise value per launch and scalable growth platforms

rather than incremental renovations. We focus on disruptive formats that unlock new occasions and

travel across markets. In 2025, examples included Cornetto Max, the Wall’s seven-layer stick, and

Magnum Bonbon illustrating how format-led innovation can strengthen brand desire and broaden

consumption. Looking ahead we will continue to invest in premiumisation, ‘better-for-you’ products,

and new consumption occasions.

Availability and execution across channels

In ice cream, availability is everything. The category is impulse-driven and shaped by cold-chain

access, freezer visibility, and on-shelf execution. We are therefore transforming our go-to-market

model to expand distribution, reduce out-of-stocks, and raise execution standards across channels.

•

Dedicated ice cream salesforce

: We have deployed a dedicated ice cream salesforce with clear

mandates to expand distribution in underpenetrated outlets, improve availability, and create

perfect stores and shelves that showcase our brands at their best.

•

Grocery retail

: We are strengthening end-to-end Revenue Growth Management, including smarter

pack-price architecture, promotion design and occasion-based assortment strategies by channel.

In parallel, we are evolving trade terms and agreements to reflect the true economics of ice cream,

including freezer space, replenishment, cold chain logistics and seasonality.

•

Away-from-Home

: Our global cabinet fleet is a unique distribution advantage, a secret weapon

unmatched in the industry. We are modernising our three million cabinets through improved

placement systems, service discipline and selective digitisation to improve stock visibility and

replenishment accuracy. Turning cabinets into a more data-enabled growth engine, without

compromising route economics.

•

Digital commerce

: E-commerce is our fastest-growing channel. We are building the infrastructure

to win through stronger partnerships, optimised digital shelf execution, and precision marketing

using partner data to drive conversion and repeat purchases.

Our strategy -

Productivity

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2. Unlocking productivity to fuel margin expansion and reinvestment

As a standalone company, we are reshaping how TMICC operates structurally, commercially, and

technologically to unlock margin expansion and reinvest for growth. Our €500 million productivity

programme is designed to deliver sustainable savings over the medium term, anchored in three

integrated levers: supply chain transformation, overhead reduction and technology-enabled

operations.

•

Supply chain transformation:

TMICC operates one of the most complex cold chains in consumer

goods, requiring a business system designed for seasonality, energy intensity, frozen logistics,

and manufacturing complexity. Our transformation focuses on portfolio and SKU simplification,

procurement excellence, improved planning precision, network rebalancing, and a lean end-to-end

operating model that improves speed, resilience, and cost efficiency.

•

Overhead reduction:

We are building a leaner organisation around clearer accountability and faster

decision-making. We operate through three regions with end-to-end accountability, underpinned

by 23 Performance Units and supported by a lean corporate centre focused on strategy, capital and

people allocation, and governance. The purpose of this standalone design is to reduce layers, raise

execution quality and ensure resources are closer to the consumer and customer.

•

Technology-enabled productivity:

We are investing in a scalable technology stack that

standardises data and processes, improves real-time decision-making and enables automation.

As we redesign workflows for the new Company, we are embedding advanced analytics and

automation models across functions, from marketing media and freezer placement to factory

automation and weather-integrated planning systems. In 2025, we designed our new technology

stack and are currently building it. We plan to exit all Transitional Services Agreements with Unilever

by the end of 2027.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Our strategy

-

Re

-

investment

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Finally, our culture - ‘The Ice Cream Way’ - is designed to translate strategy into consistent execution;

consumer obsession, speed and simplicity and accountability with integrity. We have refreshed

leadership, clarified decision rights and built a frontline-first organisation so that teams can move

faster, execute better and win market by market, season by season. The Ice Cream Way is embedded

in our daily operations and performance management, with incentives fully aligned to deliver our mid-

term plan.

3. Reinvesting in brands and capabilities

Our strategy is designed to create a reinforcing cycle: productivity funds reinvestment; reinvestment

strengthens growth; growth improves scale economics. We are therefore prioritising reinvestment

behind the capabilities that most directly drive competitive advantage in ice cream: disruptive

innovation, digital demand creation, and best-in-class execution across our network and sales

channels.

Sustainability and culture as accelerators

Sustainability is embedded in our strategy where it matters most for an ice cream business: reducing

cold chain energy use, improving operational efficiency, responsible sourcing and packaging choices

and maintaining strong regulatory readiness. These priorities strengthen resilience, protect our licence

to operate and support long-term competitiveness.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Ronald

Schellekens

Chief Human Resources Officer

‘We have laid the foundation

to build a truly unique

company culture -

The Ice Cream Way.’

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Our

people

Culture and values

We are all about

growth

We are

experts

in the

ice cream

category

We operate with

speed

and

simplicity

We boldly

innovate

to

disrupt

our market

We

win

together with

fun

We

care

and

challenge

The

Ice Cream

Way

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Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

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Talent management and capability building

Our talent strategy is focused on leadership development, succession and pipeline strengthening and

prioritising capability building in growth areas.

Leadership Development

sits at the heart of our journey as an independent business. In 2025, we

placed significant effort behind the development and appointment of our top leaders, around 85%

of whom were new in their roles, either by internal succession or hired externally from the market.

Over 100 of our senior leaders have participated in a dedicated leadership diagnostic and feedback

programme anchored in The Ice Cream Way - our blueprint for leadership excellence. We completed

this with a dedicated leadership series designed to equip our leaders with the skills that are essential

for a newly listed company, ensuring they are ready to drive performance and shape cultural change.

Capability Building

is focused where it matters most - on skills unique to our category and vital for

unlocking significant growth. Rather than spreading investment thinly across all functional areas, we

concentrate efforts on Marketing, Sales, Supply Chain and Research and Development. The engines

of innovation and growth. Areas such as net revenue management, sales and operations planning and

digital marketing have received heightened attention and investment in 2025 and will continue to be

prioritised in 2026.

As we develop talent from within, we are also strengthening our ability to attract top talent from outside.

In 2026, we will launch our

Employee Value Proposition

- a clear, compelling promise that defines

what we expect from our people and what they can expect in return: investment, recognition and

reward in a world-class environment.

Performance and recognition

In 2025, TMICC launched its performance management system prioritising:

•

Goal setting

that is business-led and focused on outcomes, not process.

•

Empowerment of leaders

to make decisions and have meaningful performance conversations.

•

High standards

and differentiated performance.

•

The Ice Cream Way

to be fully embedded within goals, feedback and recognition.

We will maintain formal checkpoints to ensure rigour, while placing greater emphasis on the informal

moments that truly elevate performance - clarity of goals, regular feedback and coaching.

These touchpoints create a shared understanding amongst all colleagues regarding how their work

contributes to our business objectives.

Recognition is an integral part of our culture. Through Frontline Heroes, our global recognition

platform, we celebrate employees at the frontline (i.e. those who make, move or sell our products to

consumers) who deliver outstanding results and whose contributions and behaviours reflect our

values. Recognition happens both formally and informally - leaders nominate team members for global

recognition with nominations collected three to four times per year. Finalists are honoured during

our March celebration - a moment that also marks the start of the northern hemisphere’s ice cream

season.

Beyond financial rewards, recognition extends to career development opportunities such as short-

term international assignments (one to three months), specialised training and wellbeing support -

affirming our commitment to growth and care for our people.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Xing

Pu

Production Line Supervisor

for Cornetto in Taicang Factory,

China & Global Frontline Hero 2025

Our Frontline Heroes in Amsterdam.

‘The Frontline Heroes Award

recognises not only my personal

work, but also the entire team at

the Taicang factory. Gathering with

colleagues from around the world at

our new Amsterdam headquarters

was unforgettable and left me

deeply inspired and confident in

our Company’s future. It motivates

me to hold myself to even higher

standards and inspire other people

through my story.’

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Our reward philosophy

At TMICC, our ambitious growth strategy and long-term objectives are supported by a reward

philosophy designed to drive performance and create long-term value.

While market practices, regulations and collective agreements vary across countries, our philosophy

remains consistent everywhere: to offer fair, transparent, competitive and performance-driven rewards

that recognise the impact of our people and their expertise in the ice cream category.

Base pay

We set base pay to be competitive and equitable, ensuring that we attract and retain the right talent.

Pay levels reflect role scope, career progression and sustained contribution to business performance.

Annual pay reviews help recognise growth in the role and expertise while ensuring pay is aligned with

market benchmarks.

As part of our commitment to fair rewards, we aim to provide at least a living wage in every market

where we operate, supporting a good standard of living for all our people and their families.

Bonuses and incentives

Aligned with our pay-for-performance principle, around 6,000 colleagues participate in the annual

discretionary bonus plan, rewarding delivery of our annual business priorities. In 2026, performance

measures will include organic sales growth, Adjusted EBITDA margin improvement, free cash flow and

market share gains - tailored to each participant’s area of responsibility. Frontline teams in factories and

sales have dedicated incentive schemes linked to their impact.

Share plans and ownership

Ownership is central to our culture. Nearly 2,000 managerial colleagues participate in TMICC share

plans, reinforcing a vested interest in the long-term success of our Company. Additionally, in December

2025, we announced the Celebration Award: a €300 share grant for every TMICC employee to mark

the moment of our listing and give everyone a stake in our future success.

Abhijit

Bhattacharya

Chief Financial Officer

‘Gaining market share

globally and executing on our

productivity program enabled

us to deliver solid operational

performance in 2025.’

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Review

of the year

Group financial review

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Biggest brands leading the way

Our four leading brands - Magnum, Ben & Jerry’s, Cornetto, and The Heartbrand - continued to be

powerful growth drivers for the Group in 2025.

•

Magnum delivered high single-digit organic sales growth driven by the global launch of Magnum

Utopia across all regions and the further rollout of Magnum Bonbon in multiple markets including

the Nordics, Spain and Poland.

•

Ben & Jerry’s delivered over 3% organic sales growth, driven by the introduction of 25 new flavour

and format combinations across pints, mini cups, sharing tubs, scooping and snackable bites.

•

Cornetto delivered high single-digit organic sales growth, supported by the launch of the next

generation MAX cone featuring a layered texture and premium ingredients in the EU and Türkiye.

•

The Heartbrand delivered low single-digit organic sales growth, driven by the Asian roll out of the

Chinese multi-layer sticks innovation. The successful Brazilian bites formats were rolled out to Asia

and the rest of Latin America.

Driving growth across channels

2025 was the first year where our fully dedicated salesforce significantly improved execution, driving

growth across all channels. Digital commerce remained TMICC’s fastest-growing channel, delivering

double-digit growth with positive share gains. The At-Home channel grew mid single-digit, and growth

was accelerated through improved service, well-executed customer growth plans and competitive

pricing. In the US, growth was led by the rebuilding of our business in the value and club channels.

Increasing our freezer fleet in key markets supported mid single-digit growth in the Away-from-Home

channels.

Operating profit, Adjusted EBITDA, Adjusted EBIT

Operating profit was €599 million in 2025 (FY 2024: €764 million), mainly impacted by adjusting

items related to separation and restructuring and forex translation effect. Gross Profit Margin

slightly decreased from 34.9% to 34.6% driven by severe commodity inflation. Selling, General and

Administrative expenses increased by 20bps mainly due to double run costs and Transitional

Service Agreement (TSA) markup. Productivity savings offset inflation for the year.

In 2025, Adjusted EBITDA was €1,255 million (FY 2024: €1,340 million). Adjusted EBITDA margin

was 15.9% (FY 2024: 16.9%), impacted by 50bps forex translation effect and a further 50bps due to

a higher cash cost resulting from the TSAs in second half of 2025. While operating under Unilever as

a Business Group, the ice cream business was allocated depreciation costs of certain shared assets

which did not transfer to TMICC at separation. From the second half of 2025, these depreciation

costs are included in the TSA charge from Unilever, reflecting the usage of those assets by TMICC.

Operationally, we saw commodity and other supply chain cost inflation of 380bps during this period,

which was offset through our productivity programme and select pricing actions. On a regional basis,

Europe & ANZ delivered an Adjusted EBITDA margin of 13.1%, Americas delivered 14.1%, while AMEA

delivered 22.9%.

Adjusted EBIT in 2025 was €917 million (FY 2024: €964 million) with Adjusted EBIT margin of 11.6%

(FY 2024: 12.1%), with -50bps forex translation effect. Forex movements and TSA-related cash costs

affected Adjusted EBITDA margin. But, excluding these impacts, Adjusted EBIT at constant exchange

rate was up by €48 million as disciplined execution of our productivity programme, supported by select

pricing actions, partially offset the impact of commodity price inflation.

Effective tax rate

The Adjusted Effective Tax Rate in 2025 was 26.0% (FY 2024: 21.9%). The increase versus prior

year reflects the adverse impact of non-deductible interest and losses upon which no deferred tax

asset has been recognised. The Effective Tax Rate for 2025 was 31.3% due to the tax impact of

hyperinflation adjustments in Türkiye of 3.4% and irrecoverable VAT arising from asset transfers as a

direct result of the separation of 1.5%.

OSG, OVG, OPG, Adjusted EBITDA margin, Adjusted EBIT margin, Adjusted EBITDA, Adjusted EBIT, Free Cash Flow, Net Debt,

Adjusted Effective Tax Rate and Adjusted Earnings Per Share are non-IFRS measures (see page 226 to 230 for definitions and reconciliations).

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

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The Demerger-related cash outflows comprised:

•

acquisition and disposal-related outflows of €238 million;

•

separation-related outflows of €146 million resulting mainly from indirect taxes paid on asset

transfers and brought forward tax payments and commodity hedge settlements; and

•

outflows due to the implementation of the interim operating model of €180 million.

Under the interim operating model, Unilever continues to hold inventory on the Group’s behalf in most

markets. At Separation (refer to Note 21), TMICC paid a €905 million inventory subsidy to Unilever,

recognised as a prepayment in trade receivables. This subsidy is fixed and will be paid back to TMICC

when inventory is purchased from Unilever at the end of the Transitional Period (refer to Note 21).

TMICC also recognises an accrual representing the value of inventory held by Unilever in those

markets. Because the inventory subsidy is based on historic annual average inventory levels, while

the accrual reflects the actual level of inventory at reporting date, these two balances do not fully offset.

At 31 December 2025, the net cash impact of these two balances was approximately €90 million

outflow. The remaining approximately €90 million outflow reflects a combination of carve-out

allocations and changes in the timing of invoices and payment terms under the interim operating model.

From 1 July 2025, the Group incurred €143 million of additional cash costs on interest and the

operation of the TSA. Interest on loans from Unilever and external debt increased interest payments

by €105 million versus 2024, when interest was incurred only in entities that operated as a standalone

ice cream entity. In addition, depreciation previously allocated by Unilever was replaced by TSA cash

charges, increasing cash outflows by €38 million.

The remaining €58 million year-on-year movement reflected increased capital expenditure (Capex)

driven by capacity and cabinet fleet expansion (€31 million) and forex translation impacts (€27 million).

2026 Outlook

Looking ahead, the external environment remains uncertain. The ice cream market is resilient and has

good momentum and is anticipated to grow between 3% and 4% in 2026. We expect organic sales

growth for 2026 to be between 3% and 5% and expect an Adjusted EBITDA margin improvement

of 40 to 60bps, on a comparable perimeter basis with 2025. The reported improvement in Adjusted

EBITDA margin is expected to be 0 to 20bps, primarily due to the impact of the anticipated acquisition

of the India business in the first half of 2026. We expect the improvements in the year to be weighted

more in the second half of 2026 due to the phasing of TSAs and commodity prices.

Finance costs

Net finance costs totalled €121 million (2024: €17 million). Finance costs were €139 million, including

€117 million of interest expense of which a significant part relates to loans with Unilever to fund the

separation and bond interest.

In 2024, finance costs did not include any allocation of interest incurred by Unilever or interest-bearing

fundings.

Net monetary loss

The net monetary loss arising from hyperinflation adjustments for Türkiye is €31 million (2024: nil).

The increase in 2025 versus the prior year is due to the higher net monetary asset position, driven by

indirect tax receivables recognised on asset transfers.

Net profit

Net profit in 2025 was €307 million, (FY 2024: €595 million). The decrease compared to the prior year

was driven by a net increase of €118 million in higher separation and restructuring costs, higher net

finance costs (€104 million), higher net monetary loss from hyperinflation in Türkiye (€31 million) and

forex impact on operating profit, slightly offset by a lower tax charge.

Earnings per Share (EPS)

Prior to 6 December 2025, the Group was under the control of Unilever and did not have any issued

shares. Accordingly, EPS has not been calculated for prior years. The current year EPS is based on the

total shares issued as at 31 December 2025.

Free Cash Flow

Free Cash Flow for 2025 was €38 million, compared to €803 million in 2024. This was primarily due to

the significant cash outflows related to the Demerger (€564 million), interest costs on new loans (€105

million) and an impact on the depreciation charge due to TSAs with Unilever (€38 million).

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

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Balance sheet

In millions of €

2025

2024

Goodwill and Intangible assets

1,241

1,378

Property, plant and equipment

2,306

2,355

Other non-current assets

784

159

Current assets

3,157

1,629

Total assets

7,488

5,521

Non-current liabilities

3,748

691

Current liabilities

3,107

2,029

Total liabilities

6,855

2,720

Shareholders' equity

625

2,778

Non-controlling interest

8

23

Total equity

633

2,801

Total liabilities and equity

7,488

5,521

Non-current assets and liabilities

The pension position moved from a net liability of €98 million in 2024 to a net asset of €2 million in

2025. During the year, pension assets for funded schemes increased from nil to €78 million and

pension liabilities for funded and unfunded schemes decreased from €98 million to €76 million. This

€100 million improvement was driven primarily by German funded pension plans moving from a

net liability of €5 million to a net asset of €77 million, reflecting higher discount rates, which reduced

liabilities and increased asset returns.

The net deferred tax position moved from a net deferred tax liability of €168 million in 2024 to a

€314 million net deferred tax asset in 2025. The increase of €482 million was mainly driven by the

Separation where a net deferred tax asset was recognised from the transfers of assets and liabilities

and is subject to the completion of the purchase price allocation exercise in certain jurisdictions, which

will take place in 2026.

Cash flow

In millions of €

31 Dec 2025

31 Dec 2024

Free cash flow

38

803

Net cash flow (used in)/from investing activities

(315)

(359)

Net cash flow (used in)/from financing activities

205

(737)

Net cash flow used in investing activities was lower than in the prior year, which included the payment

of €61 million deferred consideration relating to the acquisition of Yasso. 

Net cash flow from financing activities was €205 million in 2025, primarily reflecting net proceeds

from the debut bond issuance and drawdown under the term loan facility (€3,076 million) offset by

the net repayments to Unilever (€2,595 million) and interest paid (€130 million). In 2024 net cash flow

used in financing activities primarily represented the transactions with Unilever Group companies

and cash pooling activities between Unilever and the Group. These transactions reflected the

fact that the Group did not retain cash generated from operating activities, and represented the

cash outflow associated with repatriating such cash to Unilever, net of any movements in working

capital, financing and investing activities.

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Provisions decreased by €63 million mainly driven by the release of restructuring provisions due to

higher than anticipated employee redeployment within the new organisation; and the derecognition of

certain provisions previously allocated to TMICC, which were retained by Unilever as the legal liability

did not transfer.

Net debt

Net debt was €2,967 million (2024: €263 million). The increase consists primarily of €2,977 million

raised following the bond issuance in November 2025, which financed the settlement of the Unilever

payable arising from the asset transfers upon Separation. A €100 million drawdown from the term

loan facility was offset by a €373 million increase in cash and cash equivalents. In 2024, cash and

cash equivalents only included the balance from ice cream-dedicated entities. In 2025, we received

investment-grade ratings from both S&P (BBB) and Moody’s (Baa2). The Net Debt/Adjusted EBITDA

ratio achieved 2.4, which is in line with the multi-year financial framework.

Other non-current assets increased to €186 million (2024: €29 million), primarily reflecting the non-

current portion of indirect taxes paid to the local authorities as the result of the transfer of assets and

liabilities under the Separation, amounting to €120 million. A sizeable portion of these indirect tax

payments was funded by Unilever prior to the Demerger. The amount owed to Unilever will be repaid

as and when it is recovered from the local tax authorities; accordingly, a corresponding liability was

recognised in payables.

Other non-current assets also include a €54 million prepayment to Unilever related to the deferred

transfer of the Mexico sourcing unit assets.

Current assets and liabilities

Trade receivables and trade payables increased year on year, primarily reflecting the Transitional

Period working capital arrangements following the Demerger:

•

Upon the Demerger, in many territories, legal title to inventory has not passed from Unilever to

the Group. Accordingly, an accrual of €818 million was recognised as a payable to Unilever. This

reflects the fact that, during the Transitional Period, the Group does not have legal title to all

inventory and will need to acquire that inventory at the end of the Transitional Period.

•

During 2025, the Group made a payment (‘Inventory Subsidy’) of €905 million to Unilever.

The Inventory Subsidy is a cash flow mechanism that allows Unilever to be compensated for its

investment in inventory where it retains legal title. The subsidy is a one-time payment that will be

repaid at the end of the Transitional Period.

While the balances differ in amount and cannot be offset under IFRS due to being held with different

Unilever legal entities, they are expected to be economically settled at the same time at the end of the

Transitional Period.

Indirect taxes paid on transfer of net assets and separation costs as well as changes to the operating

model also resulted in higher receivables compared with the prior year.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

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Capital allocation and funding

TMICC’s strategy is based on driving organic growth, and therefore, we ensure that the financial

plan has the right amount of investments. In 2025, capital expenditure grew by 11% versus prior year,

reaching 4.5% of revenue. In 2025, we increased the number of cabinets in key markets. As announced

during the Capital Markets Day in September 2025, we aim for a dividend payout ratio of 40% to 60%,

with the 2025 dividend being paid by Unilever. Dividends related to 2026 performance will be paid by

TMICC in the first half of 2027.

In 2025, the Group strengthened its financing structure following the Demerger:

•

In August 2025, the Group entered into term loan facilities totalling €4 billion, comprising a

€3 billion bridge facility, which was cancelled in November 2025, without any amounts drawn,

a €700 million working capital facility, of which €100 million was drawn on 29 December 2025, and

a €300 million facility for the acquisition of the Indian Ice Cream business in 2026 (to be drawn in

2026).

•

The Group also has access to a €1 billion multi-currency revolving credit facility, including euro

and US dollar swingline facilities. No amounts were drawn.

•

In November 2025, the Group completed a €3 billion debut bond issuance across four tranches

(2029, 2031, 2034 and 2037) under its Euro Medium Term Note programme with interest rate

ranging 2.75% to 4%. Proceeds were used for general corporate purposes, including facilitating

the Demerger. The offering attracted strong market interest, with the order book oversubscribed

by more than seven times.

Following these financings, financial liabilities increased to €3,416 million (2024: €333 million), with an

average debt maturity of 7.5 years.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Mustafa

Seckin

President | Europe & ANZ

‘2025 was a landmark

year for our Europe &

ANZ teams, transforming

our organisation while

accelerating growth,

improving competitiveness

and continuing to

innovate boldly.’

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Regional performance

Europe & ANZ

Financial performance

Gerardo

Rozanski

President | Americas

‘Our teams across the

Americas worked incredibly

hard to delight customers and

consumers alike and win in the

marketplace. We gained share

in key markets, further bolstered

our fantastic brands and

portfolio and continued to invest

in the next phase of our growth.’

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Regional performance

Americas

Financial performance

Toloy

Tanridagli

President | METSA

Wai-Fung

Loh

President | Asia

‘AMEA’s emerging markets are powering our growth.

With resilient operations and rapid innovation, we’re

using technology to boost efficiency and bring new

ice cream experiences to our consumers.’

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Regional performance

AMEA

Financial performance

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Sustainability

2025: A foundational year for TMICC 

This year marked TMICC’s successful separation from Unilever and its debut as an independent,

publicly listed company. The transition lays the groundwork for embedding sustainability across our

operations, governance and value chain.

Building the framework 

We illustrated the structure of our sustainability journey in our first Capital Markets Day and integrated

sustainability disclosures into our Prospectus for listings on the Amsterdam, London and New

York stock exchanges. A double materiality assessment identified 24 material impacts, risks and

opportunities (IROs) spanning environmental, social, and governance topics. While no financial effects

were noted for 2025, these IROs will guide future disclosures and actions. 

Policies and governance 

Our Code of Business Integrity (the Code) applies to all our colleagues and guides us on the way we

conduct our business everywhere. Respect, Fairness, Honesty, Care, Innovation and Collaboration are

essential principles within it. All policies and procedures derive from our Code, including respect for

human rights. Post Demerger, TMICC began transitioning to its own policies, including a Responsible

Partner Policy, Environmental Policy and Company Purchasing Policy.

Highlights

 Our strategy is anchored by a 2050 Net Zero ambition, responsible sourcing, supply chain resilience,

and packaging innovation. Key 2025 achievements and activities include: 

•

Most new and replacement cabinets, entering the European markets in 2026, are upgraded to

Energy Efficiency Class C.

•

Continued sustainable sourcing of our key commodities: cocoa, vanilla, dairy, and palm oil. 

•

Continued progress on our value chain community programmes, including our Vanilla for Change

programme in Madagascar, the Child Labour Monitoring and Remediation System (CLMRS) and

the advancement of women’s empowerment initiatives in the Ivory Coast.

Looking ahead

2025 was a year of foundation building. In 2026, we will start the process of setting formal sustainability

targets aligned with industry standards, deepening our value chain programmes and accelerating our

cabinet strategy. Our focus remains on driving impact where it matters most - responsible sourcing,

supply chain resilience and packaging innovation - while ensuring sustainability creates value for

our brands and business. This will include implementing our sustainable governance structure and

embedding sustainability priorities into senior management objectives.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Strategic Risk

Operational Risk

Compliance Risk

Financial Risk

Risk Response

Key Business Goals

Risk Identification

Monitoring & Reporting

Risk Assessment

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Risk

management

Approach

We view risk management as an integral part of our strategic vision - essential for sustainable growth,

resilience and long-term success. By embedding proactive risk management practices into our

strategy and daily operations, we not only safeguard the Company’s objectives and strengthen

organisational agility but also create a meaningful impact on the environment and society. This

approach lays the foundation for sustainable performance and enduring value creation.

Our Responsible Risk Management Code Policy mandates that all managers and employees embed

risk management into their daily operations and decision-making. Complementing this, we formally

manage risk through the Enterprise Risk Management (ERM) process - a strategic, compliance-driven

framework that integrates risk oversight into business processes and corporate governance.

Our ERM framework is aligned with industry best practices and inspired by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO) framework. This operates as a

structured cycle that identifies and assesses risks aligned with business priorities, defines appropriate

responses, monitors progress and reports outcomes to management and the Board. This cycle

is embedded in strategic planning, business reviews and reporting processes, ensuring that risk

considerations are integrated into all critical decisions.

Strategic Risks

Risks that could materially affect TMICC’s long-term market position,

growth ambitions and ability to deliver its strategy. These arise from

external market forces, competitive dynamics, evolving consumer

trends and strategic execution challenges.

See pages 36-37 for more information.

Operational Risks

Risks arising from day-to-day processes, systems, technology, supply chain

and organisational capability. These may disrupt business continuity,

impact product availability or increase operating costs.

See pages 38-39 for more information.

Compliance Risks

Risks related to failures to comply with legal, regulatory, ethical or contractual

requirements across the markets where TMICC operates. These may result

in fines, legal action or reputational harm.

See page 38 for more information.

Financial Risks

Risks that affect TMICC’s liquidity, solvency, cash flow, profitability, access to

funding or financial resilience. These may arise from macroeconomic conditions,

cost volatility or financial market exposure as described in Notes 15A, 15B and 16B

of the Financial Statements.

See page 37 for more information.

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Risks are assessed against their potential impact on TMICC’s strategy, operations, financial position

and compliance obligations. We classify principal risks into four categories:

Strategic, Operational, Compliance, and Financial

- to support clear governance, focused mitigation

planning and effective Board oversight.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Three lines model

First line of defense - Risk Owners

Risk owners manage risks in their day-to-day operations, with support from the

Executive Leadership Team, which ensures risk management is embedded in

decision-making and culture.

Second line of defense - Group Risk and Internal Controls

The second line provides oversight, frameworks, methodologies, and challenges to

ensure risks - including emerging risks - are identified, assessed, monitored, and

escalated when required.

Third line of defense - Internal Audit

Internal Audit provides independent assurance that key risks are understood and

effectively managed in the Company

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Governance

The Board maintains the Enterprise Risk Management (ERM) framework and oversees a robust

system of internal controls over financial reporting, supported by the three lines model. This framework

enables periodic control reviews through self-assessments at both Group and regional levels, ensuring

that financial risks are identified, evaluated, and mitigated effectively across the organisation.

•

The Audit and Risk Committee ensures the effectiveness of the ERM framework and advises the

Board on risk appetite, as well as emerging and principal risks. It reviews risk assessment outcomes

and provides guidance on managing and mitigating those risks.

•

The Audit and Risk Committee delegates day-to-day operation of the ERM framework to the Chief

Financial Officer (CFO), who leads the Risk Management with support from the Group Controller

and the Group Risk and Internal Controls department.

•

The Chief Financial Officer, Chief Legal Officer, and Chief Supply Chain Officer jointly form the Risk

Management Group (RMG), which sets the tone for risk governance and provides oversight of key

risks. The RMG enables the Group Controller and the Group Risk and Internal Controls department

to run the ERM programme and coordinates risk-related activities across the business.

Risk appetite

TMICC’s risk appetite defines the level and type of risk the organisation is prepared to accept in

pursuit of its strategic objectives - protecting our brands, ensuring compliance, and supporting

sustainable growth. These principles are documented, communicated across the organisation, and

reviewed annually to ensure they remain relevant, forming the basis for risk responses that are guided

by the Board-approved risk appetite framework and aligned with TMICC’s strategic priorities and

corporate values.

The Company accepts calculated risks that enable growth, but maintains zero tolerance for breaches

relating to:

•

Product safety

•

Employee health and safety

•

Regulatory compliance

•

The Code of Business Integrity

In practice, the risk appetite framework translates into clear decision-making guidance:

•

Zero tolerance risks must be strictly avoided or mitigated.

•

Risks within defined thresholds - such as those associated with innovation, market expansion,

or financial volatility - may be deliberately accepted to support growth, competitiveness,

and long-term value creation.

Risk management and double materiality assessment

Following our recent double materiality assessment (in line with the Corporate Sustainability

Reporting Directive), we have expanded our focus to prioritise not only financial impacts from business

risks but also those arising from Environment, Social and Governance (ESG) factors. This integrated

approach strengthens enterprise risk management and ensures the implementation of mitigation

measures for TMICC’ s key business risks, as identified by the Board and monitored by the Audit and

Risk Committee through regular updates and reviews.

Management Report

Financial Statements

Sustainability Statements

Further Information

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Principal risks

Establishment as a Standalone Company

Strategic Risk

Becoming a fully independent entity involves structural,

operational, and compliance challenges. These include stabilising

the operating model, managing transitional service agreements,

setting up new IT systems and capability centres, navigating

complex regulatory requirements and maintaining financial

discipline under heightened market scrutiny.

Delays in establishing new systems and capabilities could

increase costs, while disruptions during implementation may

compromise business operations and lead to financial losses.

In addition, TMICC’s transition to full SOX 404(a) and (b) compliance

in 2026 represents a step-change from 2025, significantly

increasing the level of Internal Controls over Financial Reporting

(ICFR) rigor and external audit scrutiny.

Failure to meet regulatory obligations may result in legal penalties,

reputational damage and loss of investor confidence.

How we address them

Our strategy is anchored in strong governance, operational excellence,

financial resilience, and strategic partnerships. To bring this vision to

life, we are executing various initiatives under the direct guidance and

oversight of the Executive Leadership Team and the Board.

These initiatives are structured into dedicated workstreams led by

seasoned experts, driven by integrated planning and rigorous execution

and supported by strong governance.

Our technology transition is building a cutting-edge, fit-for-purpose IT

ecosystem that delivers agility, scalability, and operational efficiency.

In parallel, we are establishing capability centres to streamline

transactional services, enabling our market teams to concentrate on

strategic growth and deliver exceptional customer value. We continue

to strengthen our internal control framework by embedding robust,

auditable controls to support SOX compliance.

Evolving Consumer Preference

Strategic Risk

Adapting to evolving consumer trends is critical to sustain growth.

Today’s ice cream lovers increasingly seek variety and innovation.

Snacking and indulgence preferences are further shaped by

geographic diversity, new occasions and the growing influence of

health and wellness trends such as dairy-free, low-sugar and

functional products.

Failure to anticipate emerging trends and innovate relevant products

could erode our competitiveness and hinder our ability to grow sales

and market share.

How we address them

We take a comprehensive approach to monitoring consumer

preferences, leveraging multi-layered insights to stay ahead of the

markets evolution. Our Consumer & Market Insights (CMI) team

continuously tracks market trends, including food and beverage

dynamics beyond ice cream to anticipate future changes.

These insights power our consumer-centric product design,

positioning innovation as a critical lever to remain relevant in markets

we operate. We have established Key Performance Indicators (KPIs)

to track innovation success in driving category growth and regularly

evaluate performance against these indicators. Additionally, we

conduct product superiority assessments across key markets to

ensure we maintain a differentiated product portfolio, aligned with

consumer demand spaces and competitive price points, in compliance

with all applicable laws, including competition law.

Complementing this, our marketing strategy reinforces a consumer-

first approach. This includes building emotional connections through

storytelling and authenticity, exemplified by launches such as Yasso,

Magnum Bonbon and Hydro Ice - products designed to meet specific

consumer needs by blending indulgence with functionality and

wellness.

Customer and Channel Adaptation

Strategic Risk

We operate in a fast-changing retail environment where strong

relationships with our customers and adaptability to diverse channels

are critical for success. Trade consolidation, declining footfall in

traditional retail and the rapid rise of digital commerce require us to

continuously evolve our route-to-market strategies.

Maintaining strong relationships with our retailers and buying alliances

and building relationships with new customers such as e-commerce

platforms is vital to securing our strategic pricing terms and ensuring

product availability.

If we fail to preserve these relationships, we may face the risk of

reduced competitiveness, and negative impacts on our revenue and

profitability.

How we address them

Our route-to-market strategies are continuously optimised through

data-driven insights, enabling us to anticipate shopper trends and adapt

seamlessly to evolving channels. We complement this with unmatched

physical reach through our three million cabinet fleet, ensuring product

availability and visibility at scale. The digitalisation of our cabinets

enhances real-time inventory tracking and predictive replenishment,

improving efficiency and customer experience.

Additionally, our Away-from-Home capabilities amplify brand presence

and engagement, driving awareness and conversion across multiple

touchpoints.

We believe business thrives when partners actively listen and respond

to each other’s feedback. Retailers are our gateway to consumers, and

their insights enable us to foster collaboration and drive mutual growth

through joint business planning and structured engagement. Initiatives

such as the Advantage Group Survey (AGS) provide a dedicated

platform for retailers to share feedback on key performance areas,

helping us align priorities and co-create strategies for success.

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Financial Statements

Sustainability Statements

Further Information

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Talent

Strategic Risk

Our people are the foundation of our success, and attracting,

developing and retaining top talent remains a strategic priority.

While our strong employer proposition supports recruitment, there is

a risk that our workforce may not be equipped with specialised skills

required in some parts of the organisation, particularly in frontline

operations and digital capabilities.

Retention risk persists in a competitive labour market, driven by rising

demand for specialised expertise and evolving employee expectations.

The loss of key talent or senior leadership could disrupt operational

continuity and slow strategic execution.

Global mobility trends and shifting work preferences further amplify

this risk, requiring sustained focus to maintain engagement and

alignment with business priorities.

How we address them

We have a comprehensive approach to talent management focused

on engagement, capability building and workforce resilience.

Targeted recruitment and upskilling initiatives close critical skill gaps

in digital and frontline operations, while leadership development

programmes and structured succession planning secure continuity

in key roles.

Competitive compensation frameworks, performance-linked

incentives and recognition programmes reinforce fairness and

meritocracy.

We foster a culture of inclusion and wellbeing with flexible work

arrangements and regular employee surveys to ensure feedback

drives meaningful action.

Climate and Nature

Strategic Risk

We recognise climate resilience as a strategic imperative for sustaining

business continuity and long-term growth. While we proactively

manage climate-related risks, the inherent unpredictability of climate

change means they cannot be fully eliminated.

Rising global temperatures are expected to increase the frequency and

severity of extreme weather events - such as floods, hurricanes, and

droughts - potentially disrupting manufacturing, cold-chain distribution,

and agricultural sourcing. Government measures to address climate

change, including carbon taxes, land use regulations and restrictions on

greenhouse gas-intensive ingredients, may also raise production costs

and reduce operational flexibility.

Our business depends on healthy ecosystems, making biodiversity loss

and ecosystem degradation critical concerns. Intensive agricultural

practices, land conversion, and deforestation may reduce crop

and dairy yields and increase commodity prices. Water scarcity in

high-stress regions poses further risks to agricultural sourcing and key

production processes.

How We Address Them

To achieve this, we are currently engaging stakeholders to help shape

our strategy, glidepath and future targets, and we will provide regular

updates to Board and the Audit and Risk Committee as this work

progresses.

We prioritise sourcing from suppliers committed to deforestation-free

and biodiversity-positive practices and actively engage suppliers and

farmers to accelerate emissions reduction and scale regenerative

agriculture. We closely monitor evolving climate regulations, such as

carbon taxes and land-use restrictions, and incorporate them into

procurement and product reformulation strategies to maintain flexibility.

Across our factories, we promote responsible water management with

a focus on recycling and efficiency.

Economic and Political Dynamics

Financial Risk

We operate in a complex global environment shaped by economic

volatility and geopolitical developments, where inflationary pressures,

currency fluctuations and rising commodity costs as disclosed in Note

15B, together with trade restrictions, sanctions and socio-political

tensions, may disrupt supply chains, impact consumer demand, and

challenge cost structures. With significant revenue in emerging

markets, we are exposed to heightened economic and political volatility.

Competitive pricing and consumer sensitivity may limit our ability to

pass on cost increases, amplifying margin pressure and threatening

profitability across key markets.

Shifts in consumer preferences such as increased demand for locally

produced brands, socio-political boycotts of multinational companies,

and market access restrictions pose risks to brand perception, growth

and profitability of our business.

How we address them

We strengthen our local relevance and build a resilient business model

for sustainable growth by drawing on our experience and leveraging

agile operations, disciplined cost management, diversified sourcing

and portfolio optimisation.

We continuously monitor global and local developments and apply

scenario planning to maintain robust contingency plans for rapid

response. We actively manage market volatility through advanced

tools, including currency and commodity hedging.

At the same time, we invest in locally tailored brands and marketing

strategies to align with consumer expectations, strengthen trust, and

unlock emerging market potential.

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Financial Statements

Sustainability Statements

Further Information

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Evolving and Changing Laws & Regulations

Compliance Risk

Compliance with laws and regulations is fundamental to our business

operations and reputation.

Operating globally exposes us to complex and constantly evolving

regulatory frameworks covering environmental compliance, product

and ingredient safety, product claims, intellectual property, competition,

health and safety, data privacy, corporate governance, anti-bribery,

human rights due diligence, employment and taxes.

As these frameworks evolve and new regulations emerge, the

complexity and cost of compliance may increase. Failure to meet

these obligations could result in enforcement actions, litigation or

fines - posing financial and reputational risks.

How we address them

We remain unwavering in our commitment to comply with all applicable

laws and regulations across the markets where we operate. We uphold

a zero-tolerance policy for breaches of our Code of Business Integrity.

Compliance is embedded into our culture through regular leadership

communications, mandatory training, and integration of competition

law awareness into daily operations at every level.

Our legal specialists continuously monitor practices to keep us aligned

with evolving laws and obligations. They have easy access to legal

partners and subject matter experts for real-time guidance on complex

situations. Specialised teams at global, regional, and local levels set

clear standards and ensure all employees understand and adhere to

relevant regulations.

We also maintain strong capabilities in litigation and intellectual

property (IP) protection. Our IP strategy safeguards our iconic

brands, while protecting patents, trademarks, and trade secrets that

underpin innovation. By securing new innovations early, monitoring

for infringements, and enforcing rights globally, we preserve our

competitive edge and brand integrity.

Business Operations

Operational Risk

Our global ice cream operations and supply chain network is exposed

to significant disruption risks. Force majeure incidents - including

virus outbreaks and natural disasters like earthquakes, typhoons,

and tornadoes - pose operational challenges beyond our control.

Additionally, global disruptions such as geopolitical tensions, political

instability, armed conflicts, cyber warfare, and resource shortages

further increase vulnerability.

These factors may impair our suppliers’ ability to source critical

commodities (for example, cocoa, vanilla, dairy), disrupt our

manufacturing operations and adversely impact logistics providers

responsible for last-mile delivery. Consequences may include raw

material shortages, increased costs, challenges to strict temperature-

control required in our cold chain, fragmented logistics networks, and

weather-driven demand fluctuations particularly in the Away-from-

Home channel.

Collectively, these disruptions could lead to production delays,

reduced product availability and higher operational costs.

How we address them

We address this risk through a comprehensive strategy that

emphasises resilience and efficiency. All our manufacturing sites have

an established business continuity plan based on business impact and

risk analysis. These plans are regularly reviewed and updated to ensure

they remain fit for purpose.

We limit reliance on single-source suppliers by diversifying our supplier

base and securing long-term ethical contracts, while managing

commodity price volatility through hedging, forward contracts and

futures to ensure cost stability and continuity.

We ensure cold-chain integrity with Internet of Things (IoT) sensors

and automated monitoring across production, transport, and storage.

Logistics risks are mitigated through strong partnerships, route

optimisation, and shared Away-from-Home delivery models.

Safe and High-Quality Products

Operational Risk

At TMICC, safety and product quality are not just requirements - they

are promises we make to every consumer.

Increasing expectations around product formulation and ingredient

transparency, along with evolving laws and regulations, require careful

management to maintain compliance and protect brand reputation.

Accurate and transparent on-pack information continues to be

essential for enabling informed consumer choices and upholding trust

in our brands.

While we remain committed to delivering safe, high-quality products,

inherent risks such as accidental contamination of raw materials,

product defects due to human error or equipment failure, and labelling

inaccuracies may impact consumer safety and confidence.

How we address them

Our Code of Business Integrity mandate safe sourcing - procuring

materials and services in a way that ensures compliance, ethical

practices, sustainability, risk mitigation, and responsible research.

These principles form the foundation of our strong culture of quality,

governance, and safety, driving us to uphold robust standards and

deliver products that inspire confidence, joy, and the highest levels of

safety and quality.

Guided by Good Manufacturing Practices (GMP) and Consumer

Relevant Quality Standards (CRQS) across all markets, we ensure

products meet stringent specifications throughout design, procurement,

and manufacturing, supported by strict allergen and ingredient controls.

Advanced testing protocols, resilient cold-chain systems, and

contingency plans safeguard product integrity even in challenging

environments. Multi-level checks and digital traceability guarantee

accurate labelling and packaging, while ongoing training and

collaboration with experts embed safety into every stage of our

operations. Regulatory compliance is maintained via centralised

monitoring and regular audits.

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Financial Statements

Sustainability Statements

Further Information

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Transformation Programme

Operational Risk

In 2024, we launched a productivity programme targeting €500 million

savings in the medium term. A key pillar of the productivity programme

is Supply Chain transformation that is designed to create a lean, agile,

and customer-focused network and deliver €350 to €380 million in

run-rate savings.

Given its global scale, transformation requires complex coordination

across markets. Key risks include technology integration, regulatory

compliance, construction timelines and geopolitical factors such as

tariffs and trade restrictions. In addition, workforce adaptation through

new structures, skill upgrades and effective change management is

critical.

Failure to manage these risks could result in cost overruns and

operational disruption.

How we address them

To drive the successful delivery of the productivity programme,

we established a Transformation Steering Committee with clear

accountability for decision-making and risk escalation. This is

reinforced by regular risk reviews at both programme and market levels.

A robust governance framework incorporates phased technology

integration and rigorous testing to ensure seamless adoption of digital

tools and automation.

Early engagement with local and regional teams ensures regulatory

compliance, while proactive scenario planning and contingency

measures address geopolitical and trade-related risks.

Workforce readiness is reinforced through structured upskilling and

change management programmes, complemented by strategic

partnerships with suppliers and logistics providers to maintain reliability.

Advanced analytics and risk dashboards provide real-time visibility,

helping maintain cost discipline and timely delivery of the targeted

savings.

System Resilience and Cyber Security

Operational Risk

We depend extensively on Information Technology (IT) and Operations

Technology (OT) - whether internally owned, provided by third parties,

or delivered by Unilever under a Transitional Service Agreement

(TSA) - to manage critical business operations such as supply chain

management, manufacturing, order processing and recording financial

transactions. Ensuring these systems are secure and reliable is vital to

protect data confidentiality, integrity, and availability, while maintaining

uninterrupted business continuity.

While we invest in building a strong and secure IT and OT environment,

no system can guarantee complete immunity from cyber threats.

The global risk of cyber attacks continues to grow, and as a newly

established company, we may attract heightened attention from cyber

criminals. This could lead to business disruptions, data breaches,

unauthorised access to sensitive information, and potential violations

of data protection regulations, resulting in legal claims, regulatory

actions, and financial or reputational damage.

How we address them

As part of our long-term IT strategy roadmap, we have established

strong governance, robust information security standards and a

comprehensive cybersecurity programme designed to protect

against evolving global threats.

To strengthen resilience and ensure business continuity, we go beyond

our own readiness efforts by actively collaborating with third-party

system and service providers, as well as Unilever. This collaboration

includes verifying the effectiveness of their mitigation controls and

conducting regular reviews of disaster recovery and business

continuity plans through established assurance frameworks or by

reviewing Security and Organization Controls (SOC) reports. In

addition, we continuously assess the performance and reliability of

our own IT and OT systems.

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Viability statement

As part of the UK Corporate Governance Code, the Directors have assessed TMICC’s long-term

viability by reviewing the Group’s prospects in the context of its strategy, operating model, and the

principal risks that could affect future performance, solvency or liquidity. This assessment considers

internal and external factors that are likely to influence TMICC’s development - including establishing

and operating as a standalone company, market dynamics, economic conditions, climate-related

impacts and evolving consumer preferences - together with the Group’s financial position, projected

cash flows, liquidity resources and funding arrangements. The Directors have also considered

TMICC’s capital management objectives, financial risk management policies and exposures to credit,

liquidity and other financial risks, as set out in Notes 15A, 15B and 16B to the Financial Statements.

Viability assessment

For the purpose of this assessment, TMICC’s principal risks have been consolidated into four key risk

categories representing the most material threats to its long-term viability.

1. Establishing and operating as a standalone Company

Delays in building required systems and capabilities or external events such as force majeure could

extend reliance on Transition Service Agreements (TSAs) and increase both TSA and establishment

costs. Reasonable worst-case scenarios include an increase in TSA and establishment costs.

Principal risks linked

: Establishment as a standalone Company; Business Operations; Evolving and

Changing Laws and Regulations.

2. Economic, consumer, and customer dynamics

Higher costs and weakened demand resulting from economic volatility, shifting consumer preferences

and evolving customer dynamics may lead to loss of consumers and erosion of market share, revenue

and profitability.

Macroeconomic pressures such as inflation, currency volatility, rising commodity costs and geopolitical

disruption could reduce competitive pricing power, limit availability and constrain growth delivery.

Principal risks linked:

Evolving Consumer Preference; Customer and Channel Adaptation;

Economic and Political Dynamics.

3. System resilience and cyber security

Cyber-related business disruption could interrupt operations, compromise sensitive information, and

lead to financial, legal and reputational harm. As a newly established company, TMICC may attract

heightened attention from cyber criminals, increasing the risk of data breaches, unauthorised access,

and regulatory violations, potentially resulting in loss of customer and consumer confidence, reduced

turnover and additional mitigation costs.

Principal risks linked:

System Resilience and Cyber Security; Business Operations.

4. Climate and nature impacts

Adverse climate conditions and unsustainable agricultural practices can reduce crop and dairy yields,

raise commodity prices and increase production costs, thereby intensifying margin pressure. Extreme

weather conditions can also limit our ability to meet consumer demand and result in lost turnover

opportunities.

Principal risks linked:

Climate and Nature; Business Operations.

Approach to assessing viability

The Directors have considered TMICC’s overall funding capacity and financial headroom to withstand

severe but plausible downside events. The assessment incorporated a robust review of the principal

risks that could threaten TMICC’s business model, future performance, solvency or liquidity. External

macroeconomic and climate-related trends, as well as evolving consumer and regulatory landscapes,

were also taken into account. Mitigating actions for each principal risk are summarised in the Principal

Risks section on pages 36 to 39.

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Directors’ viability conclusion statement

Based on the assessment outlined above, the Directors have a reasonable expectation that TMICC

will continue to operate and meet its liabilities as they fall due over the three year assessment period.

This conclusion reflects the Group’s financial resources, liquidity headroom, resilience under severe

but plausible downside scenarios and the mitigating actions in place for its principal risks.

Supporting rationale

1. Assessment period

A three-year assessment period is considered appropriate as it aligns with TMICC’s strategic

planning horizon and provides a sufficiently reliable outlook, even under severe downside conditions.

This reflects TMICC’s financial resilience, strong relationships across its supply chain and customer

base, cash generation profile, access to external funding and flexibility in discretionary spend (for

example, marketing and capital investment).

2. Funding resilience

The Directors have reviewed TMICC’s funding profile and projected liquidity over the period, taking

into account the liquidity risk highlighted in Note 15A. The downside scenarios modelled did not

indicate material liquidity concerns, supported by an appropriate mix of short and long-term

financing and access to committed facilities.

3. Severe downside and multi-risk scenarios

The assessment incorporated severe but plausible scenarios for each principal risk, along with

combined multi-risk scenarios. While it is unlikely that all risks materialise simultaneously,

none of the individual or aggregated scenarios were severe enough to cause TMICC to

cease to be viable within the assessment period.

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Corporate

Governance

Introduction

The corporate governance statement for The Magnum Ice Cream Company N.V. (TMICC) is

presented below. The following pages outline the Corporate Governance Structure, introduce the

members of our Board and highlight the Executive Leadership Team (ELT). Details on the Board’s

operations and key activities throughout the year are provided. Relationships with stakeholders are

also discussed, with cross-references to other sections of the Management Report.

TMICC was incorporated in the Netherlands on 15 April 2025 as The Magnum Ice Cream Company

B.V. in anticipation of the Demerger from Unilever PLC; it is the parent company of the TMICC Group.

Since 8 December 2025, TMICC’s shares are traded through its listing on Euronext Amsterdam, the

London Stock Exchange and the New York Stock Exchange. TMICC will publish financial information

on a half-yearly basis and these reports can be found on our website. TMICC’s full list of subsidiaries

are set out in Note 23. The Board of TMICC has implemented standards of corporate governance

and disclosure policies applicable to a Dutch incorporated company, with listings in Amsterdam,

London and New York.

Application of the provisions of the Dutch Corporate Governance

Code and the 2024 UK Corporate Governance Code (the Codes)

In relation to the year ended 31 December 2025, TMICC was subject to the Codes (available from

www.frc.org.uk and www.mccg.nl). The Board is pleased to confirm that TMICC applied the principles

and complied with all the provisions of the Codes other than in respect of best practice provision

1.4.3 (as set out on page 82) and 4.3.3 of the Dutch Corporate Governance Code, since its listing on

8 December 2025. In line with this best practice provision, the Articles of Association provide that,

if proposed by the Board, a general meeting can dismiss a Director with a majority of the votes cast

representing at least one-third of the Company’s issued capital. However, deviating from this best

practice provision, in all other cases, a dismissal requires a majority of at least two-thirds of the votes

cast, which represents more than half of the Company’s issued capital. In addition, if a majority voted

in favour but such majority does not represent the required portion of capital, then a second general

meeting can be convened and the same portion of capital remains required for the vote at such

meeting. The Company believes that these deviations are appropriate to safeguard the continuity of

the Company and the Group in general.

New York Stock Exchange (NYSE)

TMICC is listed on the NYSE. As such, TMICC must comply with the requirements of US legislation,

regulations enacted under US securities laws, and the Listing Standards of the NYSE that are

applicable to foreign private issuers. The only significant way in which our corporate governance

practices differ from those required of US domestic companies under Section 303A Corporate

Governance Standards of the NYSE is that the NYSE rules require that shareholders must be given the

opportunity to vote on all equity compensation plans and material revisions thereto, with certain limited

exemptions. The UK Listing Rules require shareholder approval of equity compensation plans only

if new or treasury shares are issued for the purpose of satisfying obligations under the plan or if the

plan is a long-term incentive plan in which a Director may participate. Amendments to plans approved

by shareholders generally only require approval if they are to the advantage of the plan participants.

TMICC is required to submit annual and interim written affirmations of compliance with applicable

NYSE corporate governance standards.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Board

Executive Leadership Team (ELT)

Disclosure

Committee

Audit and Risk

Committee

Remuneration

Committee

Nomination and

Governance

Committee

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Corporate governance structure

TMICC has a one-tier board structure, comprising Executive Directors and Non-Executive Directors.

The Executive Directors are charged with the day-to-day management of TMICC and the business

connected with it, which includes, among other things, formulating its strategies and policies, and

setting and achieving its objectives. The Non-Executive Directors (NEDs) supervise and advise the

Executive Directors. The Board collectively has ultimate responsibility for developing strategy, material

acquisitions and divestments, material capital expenditure, the Company’s capital structure and other

financing matters, oversight of policies, procedures and internal controls, and setting and monitoring

the Group’s culture and promoting ethical behaviour. The Board discharges some of its responsibilities

directly and others through its Committees - the Nomination and Governance Committee, the

Audit and Risk Committee and the Remuneration Committee. The Company has also established a

Disclosure Committee. The reports of each of the Board Committees can be found on pages 55 to

79. The Audit and Risk Committee Report includes a description of the risk management and internal

control arrangements for the Group. The ELT supports the Executive Directors in their work and

members of the ELT attend Board meetings by invitation. The formal powers of the Board are set out

in the Articles of Association of TMICC and the Board Terms of Reference; both documents can be

found on our website.

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Skills and experience matrix

*

Jean- François

van Boxmeer (M)

Peter

ter Kulve (M)

Abhijit

Bhattacharya (M)

Stacey

Cartwright (F)

Melissa

Bethell (F)

Stefan

Bomhard (M)

René Hooft

Graafland (M)

Anja

Mutsaers (F)

Reginaldo

Ecclissato

(M)

Business growth and leadership of large global corporations

Strategy, corporate transactions and transformation

International experience (including emerging markets)

Financial expertise

FMCG and consumer insights

Technology, digital and innovation

Marketing and sales channels

Risk management and operational excellence (including

sustainability and community)

Society, politics and geopolitics

Science and innovation

People, culture and reward

Corporate governance

* As at 31 December 2025

F = Female and M = Male

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*

Independent NED

ARC = Audit and Risk Committee

NomGov = Nomination and Governance Committee

RemCo = Remuneration Committee

Board of Directors

Committees

NomGov (Chair)

Appointed:

23 September 2025

Born in: 1961

Current Appointments

•

Chair, Vodafone Group Plc

•

NED Heineken Holding N.V. until 23 April 2026

•

Member, Henkel AG & Co. KGaA Shareholders’ Committee

until 27 April 2026

•

Chair, European Roundtable for Industry

Prior Experience

•

NED Mondelēz International (2020- 2024)

•

36 years at Heineken N.V., including 15 years as CEO

Committees

None

Appointed:

23 September 2025

Born in: 1964

Prior Experience

•

Business Group President, Ice Cream, Unilever (2024)

•

Chair, Unilever EAC Myanmar Company Limited (2021)

•

Business Group President, Home Care & Member of Unilever

Leadership Executive (2019)

•

President, South East Asia & Australasia & Chief Digital

Transformation & Growth Officer (2018)

•

Founded Unilever Wellness Business (Olly, LiquidIV, Nutrafol) (2018)

•

Various Senior management roles in Foods and Ice Cream in Unilever

(1998-2018)

Committees

None

Appointed:

23 September 2025

Born in: 1961

Current appointments:

•

Supervisory Board Member at Corbion N.V.

•

Supervisory Board Member at Aliaxis SA

Prior Experience

•

Koninklijke Philips N.V. (1987-2023): Held multiple senior leadership

roles including CFO, Member of the Board of Management

•

CFO Philips Lighting, CFO Philips Healthcare, and Head of Investor

Relations

•

ST-Ericsson & ST-NXP Wireless: COO and CFO roles in Geneva,

Switzerland (2008-2009)

•

Extensive experience in strategic transformation, corporate

carve-out/spin-offs across Europe, Asia, and the US

Jean-François

van Boxmeer

Peter

ter Kulve

Abhijit

Bhattacharya

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Board of Directors

*

Independent NED

ARC = Audit and Risk Committee

NomGov = Nomination and Governance Committee

RemCo = Remuneration Committee

Committees

ARC (Chair), NomGov

Appointed:

26 September 2025

Born in: 1955

Current Appointments

•

Member Chinko Conservation Area Board

•

Chair of the Board of Stichting Grachtenfestival

Prior Experience

•

Chair Lucas Bols N.V.

•

Member of the Dutch Monitoring Committee

Corporate Governance Code (2019-2022)

•

Supervisory Boards of Koninklijke Ahold Delhaize

N.V., FrieslandCampina N.V. and Wolters Kluwer N.V.

•

CFO & Executive Board Member Heineken N.V.

(13 years)

Committees

RemCo (Chair), ARC

Appointed:

26 September 2025

Born in: 1974

Current Appointments

•

NED Diageo plc

•

NED Exor NV

•

NED Tesco PLC

•

Senior Advisor, Atairos

Prior Experience

•

Managing Director & Head Technology,

Telecom and Media at Bain Capital (18+ years)

•

Goldman Sachs & Co. Capital Markets

•

NED Samsonite, Worldpay and Atento

Committees

RemCo, ARC

Appointed:

26 September 2025

Born in: 1967

Current Appointments

•

Senior Adviser Imperial Brands PLC (Former CEO)

•

NED Flutter Entertainment PLC

Prior Experience

•

NED Compass Group PLC (2016-2026)

•

CEO Imperial Brands plc (2020-2025)

•

CEO Inchcape PLC (2015-2020)

•

President Bacardi-Martini Europe

•

President Coffee Europe at

Mondelēz International, Inc.

•

Chief Commercial Officer of Cadbury plc

•

Chief Operating Officer of

Unilever Food Solutions Europe

Stacey

Cartwright

René

Hooft Graafland

Melissa

Bethell

Stefan

Bomhard

Committees

ARC, NomGov

Appointed:

26 September 2025

Born in: 1963

Current Appointments:

•

Chair, Savills plc

•

NED AerCap Holdings N.V.

•

NED Gymshark and Chair of Audit and Risk Committee

Prior Experience

•

CEO & Deputy Chair Harvey Nichols Ltd (2014 -2019)

•

NED of GlaxoSmithKline plc (2011-2016)

•

NED of Genpact (2019-2024)

•

Chair of Majid Al Futtaim Lifestyle LLC (2021-2025)

•

NED Majid Al Futtaim Entertainment (2021-2025)

•

SID of the English Football Association (2018-2020)

•

Various finance leadership roles at

Granada Group PLC, Egg PLC and Burberry

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Board of Directors

Committees

NomGov

Appointed:

26 September 2025

Born in: 1968

Current Appointments

•

President One Unilever Markets

•

Member of Unilever Leadership Executive

since 2022

•

Director of Unilever FIMA and Gallo Worldwide

Prior Experience

•

EVP Unilever Mexico & North Latin America

•

Chief Business Operations & Supply Chain Officer,

Unilever

Committees

RemCo, NomGov

Appointed:

26 September 2025

Born in: 1970

Current Appointments

•

Supervisory Board Member at Gasunie, Huisman

Equipment and the Royal Concert Hall

•

Deputy member of the Management Board of the

EU Agency for Fundamental Rights in Vienna

•

Lecturer in corporate law and leadership at various

Dutch universities

Prior Experience

•

Partner De Brauw Blackstone Westbroek,

Corporate/M&A practice

•

Management Board Member and Chair of

the Energy Industry Group of De Brauw Blackstone

Westbroek

Committees

RemCo

Appointed:

16 March 2026

Born in: 1978

Current Appointments

•

Partner Trian Fund Management L.P.

•

Director Janus Henderson Group plc

Prior Experience

•

Director of Sysco Corporation (2015-2021)

•

Mergers & Acquisitions and Healthcare Investment

Banking groups at Credit Suisse

•

Triarc Companies, Inc. (2003-2007)

*

Independent NED

ARC = Audit and Risk Committee

NomGov = Nomination and Governance Committee

RemCo = Remuneration Committee

Reginaldo

Ecclissato

Anja

Mutsaers

Josh

Frank

Peter

ter Kulve

Chief Executive Officer

35+ years at Unilever

10 years experience in Unilever’s global

Ice Cream business, significant experience

in strategic transformation.

Abhijit

Bhattacharya

Chief Financial Officer

35+ years of experience, 10 years as CFO and a

member of the board of Royal Phillips N.V. Significant

experience in strategic transformation including

major corporate carve-outs/spin-offs.

Ronald

Schellekens

Chief Human Resources Officer

30+ years of HR leadership experience.

Prior roles include CHRO at

PepsiCo and Vodafone.

Mustafa

Seckin

President - Europe & ANZ

35+ years of leadership experience at Unilever

across marketing, innovation and management

15 years of experience in ice cream.

Wai-Fung

Loh

President - Asia

25+ years of experience at Unilever in

customer development and sales.

6 years of experience in ice cream.

Toloy

Tanridagli

President - METSA

20+ years of leadership experience in

strategy roles in competitive markets,

9 years of experience in ice cream.

10 years of prior experience at Mondelēz,

Gerardo

Rozanski

President - Americas

30+ years of leadership experience at

Unilever in competitive markets.

10 years of experience in ice cream.

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Executive Leadership Team

The success of the business and TMICC Group’s ability to execute

its business strategy will depend on the efforts of the Executive

Directors, who are supported by TMICC’s Executive Leadership

Team (ELT). Members of the ELT have a track record of success

and a shared collective passion for the magic and joy of ice cream,

the ELT is driving growth, innovation and shareholder value. Each

member of the ELT brings an entrepreneurial spirit, honed through

key moments in their careers during which they applied innovative,

founder-like thinking to drive transformation and deliver results.

A summary of their experience is set out here. Further details

can be found on our website.

Management Report

Financial Statements

Sustainability Statements

Further Information

Vanessa

Vilar

Chief Legal Officer

20+ years of legal experience in Unilever

and private practice.

Victoria

McKenzie-Gould

Chief Corporate Affairs

& Sustainability Officer*

20+ years of experience in communications, public

affairs, ESG, and inclusion & diversity. Prior roles at

Marks & Spencer PLC, Britvic and Tesco.

Mark

O’Brien

Chief Technology Officer

25+ years of experience in strategic

& technology transformation.

Prior roles include SVP IT & Transformation at

PepsiCo and VP Global Technology at Reckitt.

Julien

Barraux

Chief Creative Officer

30+ years diverse experience in CPG,

8 years of experience in ice cream.

Prior management roles at L’Oréal and

Procter & Gamble.

Sandeep

Desai

Chief Supply Chain Officer

20+ years of experience in supply

chain management at Unilever

3 years of experience in ice cream.

Tim

Gunning

Chief of Staff & Head of Strategy

10+ years of experience in Unilever in

strategy, sales and marketing.

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* Appointed 1 January 2026

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Board Report

Composition, balance, and independence of the Board*

TMICC has established a one-tier Board. As at 31 December 2025, the Board comprised nine

Directors: the Board Chair, two Executive Directors and six Non-Executive Directors (NEDs). In

addition, a NED, Josh Frank, joined the Board on 16 March 2026.

The composition of the Board is in line with the requirements of the Dutch and UK Corporate

Governance Codes and ensures that no individual or small group of Directors can dominate the

decision-making process. The biographies on pages 45 to 47 and the table on page 44 demonstrate

a well-rounded Board with a broad range of sector experience, skills and knowledge. The Board will

carry out an annual review of the performance of the Directors, in addition to a thorough review of

the NEDs and their related or connected persons’ relevant relationships, in line with the best practice

guidelines in the Netherlands, UK and US.

The criteria chosen by the Board to assess the independence of the NEDs, include:

•

No additional remuneration or other benefits from any Group Company.

•

No material business relationships within the last three years, including shareholder, consumer,

adviser and supplier relationships, with any Group Company.

•

No cross-directorships or significant links with other Directors through involvement in other

companies or bodies.

•

Not more than nine years of service on the Board in normal circumstances.

•

Not a former employee of any Group Company within the last five years.

•

No close family ties with any of TMICC’s advisers, Directors or senior management.

•

No significant shareholdings in TMICC or any Group Company.

All the NEDs are considered to have the appropriate skills, knowledge, experience and character

to bring objective and constructive judgement and valuable insights to the Board’s deliberations.

The Board has concluded that the majority (88%) of the NEDs were independent during the period

covered by this report, except for Reginaldo Ecclissato who represents Unilever PLC which has a

19.95% shareholding in TMICC.

The Board Chair was considered to be independent on appointment and is committed to ensuring

that the Board continues to comprise a majority of independent NEDs.

NEDs are able to allocate sufficient time to carry out their responsibilities effectively.

Term of appointment and election

The Directors comprising the Board have each been appointed until the annual general meeting

(AGM) which will be held in 2026. TMICC’s Articles stipulates that all Directors will be subject to annual

election or re-election. NEDs may not be reappointed for a term that would continue beyond the end of

the AGM held nine years after the date of their first appointment has elapsed.

Role of the Board Chair

The Board Chair leads the Board and is responsible for its overall effectiveness in directing the TMICC

Group. The Board Chair sets the Board’s agenda, ensures the Directors receive accurate, timely and

clear information, promotes and facilitates constructive relationships and effective contribution of all

the Executive Directors and NEDs; and promotes a culture of openness and debate. The NEDs provide

constructive challenges, strategic guidance, specialist advice and hold management to account.

The Group Company Secretary, Nickesha Graham-Burrell, supports the Board to ensure that it has the

policies, processes, information, time and resources it needs to function effectively and efficiently.

Role of the Chief Executive Officer

The Board has delegated all powers, authorities and discretions relating to the operational running

of the Group to the CEO (along with the Chief Financial Officer), including the power to sub-delegate

any of those powers, authorities and discretions. Further details are set out in the Board Terms of

Reference, which is available on our website.

* Russell Reynolds Associates (RRA), an external search firm, assisted with the recruitment of the Board Chair and NEDs. As far as the Company is aware,

apart from providing executive search services, RRA has no other connection with the Company or individual Directors.

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Board and Committee meetings

As TMICC is newly listed, six meetings were held, predominantly dedicated to both the Demerger and

TMICC’s listings. The meetings were held virtually or in Amsterdam. When there is a Board meeting,

the NEDs sometimes also meet without the Executive Directors present. The Board Chair - or in his

absence, the Senior Independent Director (SID)/Vice-Chair - chairs such meetings.

An attendance chart is not included for the Board and its Committees as TMICC’s listings only

became effective on 8 December 2025. Prior to listing, all Directors attended meetings relating to the

transactions; those who were not able to attend (due to short notice and the time-critical nature of

such meetings) provided comments to the Board Chair in advance of relevant meetings.

All Directors are expected to attend each Board meeting and each Committee meeting of which they

are members, unless there are exceptional reasons preventing them from participating. Only members

of the Committees are entitled to attend Committee meetings, but others may attend at the Committee

Chair’s discretion. Executive Directors attend Committee meetings by invitation only.

If Directors are unable to attend a Board or Committee meeting, they have the opportunity beforehand

to discuss any agenda items with the Board Chair or the relevant Committee Chair.

Relationship with TMICC Executive Leadership Team

The Board delegates day-to-day management of TMICC to the CEO and the Chief Financial Officer

(CFO). The CEO leads the Executive Leadership Team (ELT) and members of the ELT assist the CEO

and CFO in executing the strategy approved by the Board. The roles of the members of the ELT are

set out onpages 48 and 49. The ELT meets regularly to discuss all aspects of the business, including

strategy, the allocation of resources, investment, merger and acquisition opportunities, culture,

financial performance and non-financial performance. Members of the ELT may also be asked to

attend Board meetings to update the Board on performance and other matters. There will be an annual

Board meeting to discuss strategy with regular periodic updates provided at Board meetings.

The Board has also delegated certain finance matters to both the CEO and the CFO in order to

facilitate the efficient conduct of such matters.

Non-Executive Director’s role

The NEDs exercise objective judgement in respect of Board decisions, providing scrutiny and

challenge to hold management to account. NEDs offer strategic guidance and specialist advice based

on the breadth of experience and knowledge they bring to the Board. NEDs are required to have

sufficient time available to discharge their responsibilities effectively and to continuously develop their

knowledge of the business. The role of the NEDs incorporates the review of information in advance of

Board meetings to ensure that thorough preparation for, and debate at, Board meetings is possible.

NEDs have full access to senior management and take opportunities to meet them. Site visits also give

NEDs the opportunity to meet members of the workforce from different levels of the organisation.

Induction

The NEDs induction process is ongoing, which includes briefings from advisers relating to multi-

jurisdiction listings, meetings with the ELT, senior members of management, and the internal and

external auditors. The topics covered include understanding key risk areas in the business and

providing an understanding of the culture of the organisation. There is also an opportunity to visit

TMICC’s operations in person.

Board sustainability process and skills

Leadership starts at Board level, with sustainability being a key strategic focus. All Directors are

actively engaged in sustainability matters; each Director’s experience and skills are set out in the skills

and experience matrix, which was compiled based on responses from each Director.

Conflicts of interest

Directors have a statutory duty to avoid actual or potential conflicts of interest. The Board ensures

that effective procedures are in place to avoid conflicts of interest by Directors. Pursuant to the Board

Terms of Reference, a Director must without delay, report any conflict of interest or potential conflict

of interest to the Board Chair, the other Directors and the Group Company Secretary, or, in the case

of any conflict of interest or potential conflict of interest of the Board Chair, to the SID/Vice-Chair, the

other Directors and the Group Company Secretary. The Director in question must provide all relevant

information to the Board, so that the Board can decide whether a reported (potential) conflict of

interest of a Director qualifies as a conflict of interest within the meaning of the relevant laws.

Dutch law provides that a Director may not take part in the decision-making process of the Board

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in respect of any situation in which he or she has a conflict of interest. The Board considers that the

procedures put in place to deal with conflicts of interest are operating effectively and there are no

material transactions to report.

The interests of all Directors were reviewed during the recruitment process and authorised (if

appropriate) at the time of their appointment. Directors have a continuing duty to update the Board on

any changes to their external appointments, which are also reviewed by the Board on a regular basis.

External Directorships

TMICC recognises that the Executive Directors acting as Directors of other companies are beneficial

from a personal development perspective and, therefore, also beneficial to the Group. The number of

external directorships of listed companies is generally limited to one per Executive Director to reduce

the risk of excessive commitment, and prior approval is required from the Board Chair.

Indemnification of Directors

Unless Dutch law provides otherwise, the Directors and Officers (D&O) of the Company shall be

reimbursed for various costs and expenses such as the reasonable costs of defending against claims,

which are set out in the Articles of Association. There shall be no entitlement to reimbursement under

certain circumstances such as failure to act characterised as wilful default, intentionally reckless or

seriously culpable conduct. The Company has taken out D&O liability insurance for the benefit of the

persons concerned.

Board performance review

The Board will formally assess its own performance and that of its Committees each year, including

with respect to its composition, expertise and how effectively its members work together to achieve

objectives. An externally-facilitated evaluation will be conducted at least every three years.

Workforce engagement

The Board believes that taking into account feedback from the workforce widens the range of its views

when making business decisions.

In 2025, some Directors were able to make site visits in the Netherlands, the UK and Türkiye and aim

to make further annual visits to different locations. Perspectives from the workforce have been taken

into consideration in decision-making. Employee survey results from 2025 were positive despite there

being understandable uncertainty in some office-based teams around the separation of the Ice Cream

business from Unilever. Leaders around the business take these findings into account and discuss

them with their teams.

The Board will evaluate the effectiveness of workforce engagement on an annual basis and feedback

will also be sought from employees who take part in the workforce engagement sessions, thereby

creating a feedback loop between the Board and employees.

Shareholder engagement

The Board values open and meaningful discussions with our shareholders on all relevant matters.

The CFO has lead responsibility for shareholder engagement, with the active involvement of the CEO

and supported by the Investor Relations team.

Prior to the Demerger, the CEO and CFO met with a majority of our top 50 shareholders in September

2025 following our Capital Markets Day.

The Board receives briefings on investor reactions to TMICC’s announcements.

Private shareholders are encouraged to give feedback via [email protected].

Our shareholders are also welcome to raise any issues directly with the Board Chair or the SID/Vice

Chair. The Board Chair, the Executive Directors and other Directors are also available to answer

questions from shareholders at the AGM each year.

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General meetings

One or more persons with meeting rights, alone or jointly representing at least 3% of the Company’s

issued capital as required by Dutch law, may request the Board in writing to convene a general meeting.

The request must clearly state the items to be discussed. If the Board fails to take the measures

necessary to allow the general meeting to be held within the statutory term after the request, the

requesting persons with meeting rights may, subject to applicable law, seek authorisation by a court in

preliminary relief proceedings to convene a general meeting. A general meeting may resolve to amend

the Articles of Association at the proposal of the Board.

Pursuant to clause 27.2 of the Articles of Association, the Board may resolve that profits accrued in

a financial year shall be fully or partially added to the reserves and may also resolve how losses are

allocated. The allocation of any profits remaining after application of clause 27.2 shall be determined by

a general meeting.

The Company is required to provide a Notice of the AGM to shareholders no less than 42 calendar

days before the meeting. At the AGM, the Board Chair and the CEO will give their thoughts on

governance aspects of the preceding year and the Group’s strategy together with a review of the

performance of the Group over the last year. Shareholders may attend and ask questions either in

advance, via our website, or at the meeting. The external auditors will attend the AGM and may address

the AGM on any matter that concerns them as auditors.

Board activities

During the year, the Board’s focus was primarily on the Demerger from Unilever and establishing a

listing on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange.

The Board also received updates from the regions including the strategic priorities for 2026.

The chairs of each of the Board Committees provide updates on their activities to the Board.

Engagement with stakeholders

The information set out below explains how the Board considers and engages with stakeholders.

The table sets out the details of the stakeholder groups we have identified as critical to our future

success: shareholders, consumers and customers, employees, creditors and suppliers. Throughout

the Management Report, we have provided examples of how we engage with, and create value for,

our stakeholders.

TMICC Stakeholders

How TMICC engages with stakeholders

How the Board interacts on stakeholder issues

Shareholders

• Quarterly updates, presentations and webcasts.

• Conference calls and investor roadshows.

• Meetings and calls to discuss business performance,

strategy, and sustainability.

• Senior leaders and Board members engage directly with shareholders

on a range of topics, including remuneration policy and capital allocation.

• Regular updates on dividend policy and growth plans.

The key engagements were our Capital Markets Day in September 2025, followed by multiple

engagement with prospective investors ahead of the Demerger. Our first results announcement

was released on 12 February 2026.

• AGM - our first AGM will take place on 7 May 2026.

• Meetings with shareholders on performance and key issues.

• The Board approves all financial results announcements and dividends.

• TMICC Investor Relations provides analysts’ reports and investor

feedback to the Board.

• The Board considers shareholder feedback in strategic decisions.

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TMICC Stakeholders

How TMICC engages with stakeholders

How the Board interacts on stakeholder issues

Consumers and

Customers

(including retailers and

distributors)

• Responsible Partner Policy.

• Consumer feedback surveys and regular engagement in collaboration

with Unilever through the TSA period.

• Collaboration with consumers on innovation, product launches,

and category growth.

• Digital engagement through social media and online platforms.

• Joint business planning with customers.

• Use of consumer and customer insights to inform product development and service

improvements.

The Board will receive regular updates on consumer satisfaction, market trends,

and brand performance.

• Direct engagement with major customers during market visits by Board

members.

• Consumer-related risks and opportunities are discussed as

part of the Board’s strategic reviews.

Employees

• Annual employee engagement surveys and regular town halls.

• Internal communications via newsletters, intranet, and leadership updates.

• Training, development, and wellbeing programmes.

• Engagement with works councils and employee representatives (where applicable)

particularly, around the impact from the Demerger.

• The Board reviews employee engagement survey results and monitors

progress on key people metrics.

• Regular updates on talent development, succession planning, and workforce

wellbeing.

• The Board approves remuneration and incentive policies and oversees

culture and values.

• Employee feedback is considered in shaping TMICC’s strategy and workplace

environment.

Creditors

• Transparent financial reporting and regular updates to lenders.

• Timely communication on financial performance, liquidity, and debt covenants.

• Engagement with credit rating agencies.

• Responsible management of financial obligations and capital structure.

• The Board reviews and approves major financing arrangements.

• Regular monitoring of liquidity, leverage, and credit ratings.

• The Board ensures compliance with financial covenants and considers creditor

interests in risk management and strategic planning.

Suppliers

• Supplier Code of Conduct and Responsible Partner Policy.

• Regular supplier audits and performance reviews.

• Collaboration on innovation, quality, and sustainability initiatives.

• Open communication channels and fair payment practices.

• Joint business planning with strategic suppliers.

• Supplier-related issues and opportunities are discussed as part of the

Board’s risk agenda including materiality thresholds.

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Nomination and Governance Committee report

Committee membership and attendance

The Board Chair, Jean-François van Boxmeer, chairs the Nomination and Governance Committee.

Stacey Cartwright, Reginaldo Ecclissato, René Hooft Graafland and Anja Mutsaers are members

of the Committee. The Group Company Secretary is secretary to the Committee. Other attendees,

including the CEO, Chief Human Resources Officer and Chief Legal Officer, attend meetings when

invited to do so.

Role of the Committee

The Committee is responsible for evaluating the balance of skills, knowledge, experience, as well

as the size, structure and composition of the Board and Board Committees. It is also responsible for

periodically reviewing the Board’s structure and identifying potential candidates to be appointed as

Directors or Committee members as the need may arise. The Committee also oversees succession

arrangements for the Board and the Executive Leadership Team including the arrangements in place

to ensure continued development of the talent pipeline.

The Committee’s Terms of Reference can be found on our website.

Activities of the Committee

The focus of the Board was on the establishment of a newly listed Company. In addition, the Committee

met in December to consider talent and succession and reviewed the Code of Business Integrity.

Appointment of Directors of the Board

All Directors are nominated by the Board for re-election at the AGM in 2026 on the recommendation of

the Committee. In future years, the Committee will take into consideration the outcomes of the Board

Chair’s discussions with each Director on individual performance and the evaluation of the Board and

its Committees.

Overboarding

As part of the appointment process for each Director, full consideration was given to the number

of external positions held to ensure that the time commitment required did not compromise the

Director’s commitment to TMICC. The Board Chair will step down from two of his roles (as set out in his

biography) to ensure that he is not overboarded. The Board Chair did not identify any other instances

of overboarding and concluded that all individual Directors had sufficient time to commit to their

appointment as a Director of TMICC. The full list of external appointments held by our Directors can be

found in their biographies on pages 45 to 47.

The objective of the standards

TMICC’s Profile for Directors and Board Composition Standards is available on our website. 

The objective of the standards is to provide guidance that the composition and quality of the Board

should be in keeping with the size and geographical spread of TMICC, its portfolio, culture and status

as a listed Company. The Profile for Directors and Board Composition Standards will be taken into

account when making appointments to the Board and its Committees and developing a succession

plan. This includes assessing candidates on merit, considering their wide-ranging experience, skills,

knowledge and insight, with a continuing emphasis on factors outlined in applicable regulations,

guidance, and industry and government best practices.

As at 31 December 2025, one-third of the Board were women, one senior Board position was held by

a woman and two Directors identified as being from a minority ethnic background, which exceeds the

UK Listing Rules requirements. Further numerical data on the ethnic background and gender identity

of TMICC’s Board and Executive Leadership Team, in line with the UK Listing Rules, are set out in the

following pages.

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Succession planning

Board

The Committee will review the adequacy and effectiveness of succession planning processes in

conjunction with the Board. The succession plan will be based on merit and objective criteria.

Executive Leadership Team

The Committee has reviewed the succession plan for the ELT. In line with the Board succession plan

approach, the succession plan for the ELT is also based on merit and objective criteria. Developing

an internal talent pipeline for leadership roles is critical for TMICC. The focus of the Board was on

identifying potential successors who are considered able to fulfil the roles in the short term and those

in the longer term.

The Committee also oversees succession arrangements of the ELT including the arrangements

in place to ensure continued development of the talent pipeline. Development initiatives for senior

executives will be put in place. Senior managers and executives are encouraged to take on a non-

executive Directorship role as part of their personal development.

In compliance with the UK Listing Rules, we collect both gender and ethnic data directly from Board

and ELT members annually on a self-identifying basis. This data is used for statistical reporting

purposes only and provided with consent.

Gender representation on the Board and ELT as at 31 December 2025

Number of

Board

members

% of the

Board

Board

(CEO, CFO,

SID and

Chair)

Number

of ELT

members

% of the

ELT

Men

6

67%

3

10

77%

Women

3

33%

1

3

23%

Other

-

-

-

-

-

Not specified/prefer not to say

-

-

-

-

-

Ethnicity representation on the Board and ELT as at 31 December 2025

Number of

Board

members

% of the

Board

Board

(CEO, CFO,

SID and

Chair)

Number

of ELT

members

% of the

ELT

White British or other White

(incl. minority-white groups)

6

67

2

5

38

Mixed/Multiple Ethnic Groups

1

11

1

1

8

Asian/Asian British

2

22

1

3

23

Black/African/Caribbean/

Black British

-

-

-

1

8

Other ethnic group, incl. Arab

-

-

-

1

8

Not specified/prefer not to say

-

-

-

2

15

The details for the Group Company Secretary are included in the tables above, as required, but they

are not a member of the ELT.

TMICC complies with the laws of each jurisdiction in which we operate and shall not implement any

policy in any jurisdiction to the extent the policy itself or actions taken under it would, in the good-faith

judgment of TMICC, violate the laws of such jurisdictions. The data in the tables has been provided in

accordance with the UK Listing Rules.

Committee performance review

The Committee will conduct an annual evaluation of its performance.

Jean-François van Boxmeer

Chair of the Nomination and Governance Committee

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Audit and Risk Committee report

Committee membership and attendance

The Committee comprises four independent NEDs and is chaired by René Hooft Graafland. The other

Committee members are Melissa Bethell, Stefan Bomhard and Stacey Cartwright.

The Committee met in November to consider Funding and Tax Strategy, Preparation of 2025 Annual

Report and 2025 Annual Report on Form 20-F, Enterprise Risk Management Policy and Key Business

Risks, Delegations of Authority, Double Materiality Assessment, Internal and External Audit matters.

The Board is satisfied that the members of the Committee are competent in financial matters and have

recent and relevant experience. For the purposes of the US Sarbanes-Oxley Act of 2002, Stacey

Cartwright is the Committee’s financial expert.

Other attendees at Committee meetings include the CFO , Chief Auditor, Group Controller, Chief Legal

Officer, Group Company Secretary and the external auditors. The Committee members also met

without others present and held a separate private session with the external auditors.

Code of Business Integrity

Executive Directors, NEDs or any TMICC employee are guided to comply with the set of policies of

the Code of Business Integrity. This includes, in accordance with the US Sarbanes-Oxley Act of 2002

and the SEC requirements, the relevant provisions in relation to a code of ethics for Senior Financial

Officers. No waivers have been requested or granted for this. The Code of Business Integrity is

available on our website.

Role of the Committee

The role and responsibilities of the Committee are set out in written Terms of Reference, which have

been approved by the Board and will be reviewed by the Committee periodically, considering relevant

legislation and recommended good practices. The Terms of Reference are available on our website.

The Committee’s responsibilities include, but are not limited to, the following matters:

•

informing the Board of the outcome of the audit, whereby it is explained in which manner the audit

contributed to the integrity of the financial and non-financial reporting and the role of the Committee

in that process;

•

monitoring the financial and non-financial reporting process and making proposals to ensure the

integrity of that process;

•

monitoring the effectiveness of the compliance management system, the internal control system,

the Internal Audit system and the risk management system in relation to the financial reporting of

the Company;

•

monitoring the audit of the annual accounts;

•

assessing and monitoring the independence of the external auditor, with particular attention to the

provision of ancillary services to the Company; and

•

establishing the procedure for selecting the statutory auditor or audit firm and the nomination for

the engagement to perform the statutory audit.

Reporting and Financial Statements

The Committee reviewed, prior to publication, the full-year results and the external auditor’s report.

It also reviewed the 2025 Annual Report and 2025 Annual Report on Form 20-F. These reviews

incorporated the accounting policies, significant judgements and estimates underpinning the Financial

Statements as disclosed within the Notes to the Consolidated financial statements on pages 85 to 140.

Particular attention was paid to the following significant matters in relation to the Financial Statements:

•

Basis of Presentation for 2025 Financial Statements, including the predecessor accounting

approach and key accounting policies.

•

Impact of reorganisation and Demerger steps on Financial Statements.

•

Significant estimates and judgements with respect to provisions, contingent liabilities, recognition

of deferred tax assets, measurement of defined benefit pension obligations and measurement of

discounts to customers.

•

Non-IFRS measures.

•

Goodwill impairment testing outcome.

•

Internal controls over financial reporting.

•

Regulatory updates.

In addition to the matters noted above, our external auditors, as required by auditing standards, also

consider the risk of management override of controls. Nothing has come to our attention to suggest

any material misstatement with respect to suspected or actual fraud relating to management override

of controls.

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All audit fees, audit-related fees and permitted services that the external auditor provides are subject

to pre-approval by the Committee. The Committee pre-approved all audit and non-audit services, the

external audit plan and audit fees for 2025.

At the request of the Board, the Committee undertook to:

•

review the appropriateness of adopting the going concern basis of accounting in preparing the

2025 Annual Report and Financial Statements;

•

assess whether the business was viable in accordance with the requirements of the UK Corporate

Governance Code. The assessment included a review of the principal and emerging risks facing

TMICC, their potential impact, and how they were being managed, together with a discussion as

to the appropriate period for the assessment. The Committee recommended to the Board that

there is a reasonable expectation that the Group will be able to continue in operation and meet its

liabilities as they fall due over the three-year period (consistent with the period of the strategic plan

for TMICC) of the assessment; and

•

consider whether the 2025 Annual Report and Financial Statements was fair, balanced, and

understandable, and whether they provided the necessary information for shareholders to

assess the Group’s year-end position and performance, business model and strategy. To make

this assessment, the Committee received copies of the Annual Report and Financial Statements

to review during the drafting process to ensure that the key messages were aligned with the

Company’s position, performance, and strategy. The Committee also reviewed the processes and

controls that are the basis for their preparation. The Committee was satisfied that, taken as a whole,

the 2025 Annual Report and Financial Statements are fair, balanced, and understandable.

Sustainability

The Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting

Standards (ESRS) require certain companies operating in the European Union to report on their

sustainability performance and engage in limited assurance work from an external auditor. The CSRD

sets out the requirements, while the ESRS provides detailed standards for reporting on a range of

environmental, social, and governance matters. For the financial year ended 31 December 2025,

TMICC is required to comply with the ESRS due to our listing on Euronext Amsterdam.

The Committee reviewed the double materiality assessment (DMA), including the process and

output, and was satisfied that it reflected TMICC’s material impacts, risks and opportunities relating to

sustainability matters. The Committee also reviewed the non-financial disclosures, which encompass

disclosures under the ESRS, in this Annual Report.

In future years, there will be further mandatory non-financial reporting standards applicable to

the Group, including further development of ESRS sector-specific standards and the expected

implementation of international sustainability standards by the International Sustainability Standards

Board (ISSB) into legal reporting requirements by countries in which TMICC operates (including the

UK). Currently, the ISSB has issued two sustainability reporting standards.

Risk management and internal controls

The Committee reviewed TMICC’s overall approach to risk management, risk appetite and control,

and its processes, outcomes and disclosure. The assessment was undertaken through a review of:

•

a report detailing the risk identification and assessment process, together with any emerging risks

identified by management; and

•

the proposed risk areas identified by the management team.

The Committee reviewed the application of the requirements under Section 302 and Section 906

of the US Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting

and the requirements of the Dutch and UK Corporate Governance Codes. In fulfilling its oversight

responsibilities in relation to risk management and internal controls, the Committee meets regularly

with senior members of management and is satisfied with the key judgements made.

Internal Audit

The Committee reviewed the Internal Audit plan, which is based on a comprehensive risk assessment

process, including strategic areas, financial control processes, sustainability, IT & cyber security,

product safety and supply chain. The Committee ensured that the necessary resources are in place to

perform the audits effectively. The majority of the audits will be conducted as hybrid (a combination of

virtual and onsite audits).

The Committee also reviewed the Internal Audit Charter which defines the purpose, mandate

(including the Internal Audit function’s independence, organisational position and reporting

relationship) and scope of the Internal Audit function. The Committee will engage with an independent

third party every five years to perform an effectiveness review of the function.

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Audit of the annual accounts

KPMG Accountants N.V. (KPMG), TMICC’s external auditors and an independent registered public

accounting firm, reported in depth to the Committee on the scope and outcome of the annual audit.

Their reports included audit and accounting matters, governance and control, and accounting

developments. Additionally, KPMG provided limited assurance on TMICC’s compliance with the

CSRD, reporting that nothing came to their attention to indicate that the sustainability information has

not been prepared, in all material respects, in accordance with the CSRD.

The Committee held separate meetings with the external auditors during the year.

The Committee Chair discussed the views and conclusions of KPMG regarding management’s

treatment of significant transactions and areas of judgement during the year. The Committee

considered these and is satisfied with the treatment in the Financial Statements.

External auditors

KPMG has been appointed as the Group’s auditor for the financial years 2025 and 2026.

Both TMICC and KPMG have safeguards in place to avoid the possibility that the external auditors’

objectivity and independence could be compromised, such as audit partner rotation and the restriction

on non-audit services that the external auditors can perform as described below. KPMG has issued

a formal letter to the Committee outlining the general procedures to safeguard independence and

objectivity, disclosing the relationship with the Company, and confirming their audit independence.

Each year, the Committee will assess the effectiveness of the external audit process, which will include

discussing feedback from the members of the Committee and stakeholders at all levels across TMICC.

In 2025, TMICC engaged KPMG for limited assurance of the Sustainability Statements, which is

prepared in accordance with ESRS, after CSRD entered into force.

The Committee also reviewed the statutory audit, other audit and non-audit services provided by

KPMG, and assessed compliance with TMICC’s policy governing the use of external auditors. This

policy prescribes in detail the types of engagements for which the external auditor may be appointed,

with all other engagements prohibited. It is aligned with Dutch, UK and US regulations and is updated in

line with these regulations.

Permitted engagements include:

•

statutory audit services, including audit of subsidiaries;

•

other audit services that are not required by law or regulation; and

•

selected non-audit services where the external auditor is best placed to perform the work, which

may include:

•

services required by law or regulation to be performed by the audit firm; and

•

services where knowledge obtained during the audit is relevant to the service, such as bond

issue comfort letters.

The Committee acknowledges that the provision of non-audit services by the external auditor may

give rise to potential conflicts of interest. The Committee, in addition to its responsibility of overseeing

the external auditor on behalf of the Board, is therefore responsible for monitoring the implementation

of this policy.

Further details relating to audit fees are provided in Note 24.

Committee performance review

The Committee’s performance will be evaluated annually.

René Hooft Graafland

Chair of the Audit and Risk Committee

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Directors’ Remuneration Report

Remuneration Committee Chair’s letter

On behalf of the Board and the Remuneration Committee, I am pleased to present our inaugural

Directors’ Remuneration Report. This report outlines the remuneration outcomes for 2025 and

describes how we will implement the proposed Directors’ Remuneration Policy in 2026.

Business performance context

In December 2025, TMICC successfully completed its Demerger from Unilever and began trading as

an independent, publicly listed company. The Committee recognised that, alongside this milestone,

the business delivered solid operational performance with broad-based Organic Sales Growth and

market share improvements. While the Company faced significant headwinds from raw material

inflation, notably cocoa and a stronger euro, these were mostly offset by disciplined execution of

the Company’s productivity programme and select pricing actions. The Committee noted that

performance was competitive against peers.

Honouring legacy arrangements during transition

In anticipation of the Company’s separation from Unilever, the Committee was required to navigate a

complex landscape of legacy remuneration arrangements. For the majority of the 2025 financial

year, the Company operated as a Business Group within Unilever. Remuneration for this period

was therefore governed by pre-existing Unilever frameworks and policies. The Committee undertook

a thorough review of the inherited arrangements to ensure they were honoured during the transition,

recognising the importance of consistency and continuity for colleagues who contributed under the

previous structure.

To ensure a smooth transition following the Demerger, participants with outstanding Unilever

Performance Share Plan awards (including the Executive Directors) retained such awards pro-rated

up to the Demerger date, in line with the relevant Unilever plan rules. The portion that was forfeited was

replaced by share awards in TMICC of equivalent value (the Replacement Performance Share Plan, or

PSP, awards) vesting on the same date as the original Unilever share awards being replaced.

The Committee determined that:

•

2023 Replacement PSP Award

: Vesting would follow the Unilever 2023-2025 PSP vesting

outcome as the performance period had been substantially completed by the time of the Demerger.

•

2024 Replacement PSP Award

: Vesting in 2027 will be at the on-target level of performance (100%

out of the 0%-200% range), as the post-separation performance period was considered too short

to set meaningful long-term targets.

•

2025 Replacement PSP Award

: Vesting in 2028 will be determined by TMICC performance during

2026 and 2027, as most of the performance period occurs after separation.

To mitigate the impact of any share price volatility following the Company’s listing, the Committee

decided to grant the Replacement PSP awards in two phases: awards vesting in 2026 were granted

following the Company’s listing in December 2025, whilst awards with vesting dates in 2027 and 2028

are set to be granted in March 2026.

The Committee also addressed legacy retention awards that had been granted by Unilever in 2024

to individuals deemed critical to the successful separation of the Ice Cream business, including the

CEO. The Committee considered it important to honour legacy commitments to ensure fairness and

continuity, whilst tying remuneration outcomes to value created by TMICC. In line with these principles

and the original terms of these legacy retention awards, they were converted into equivalent awards

in shares of TMICC after the Demerger was completed. Legacy remuneration arrangements are

presented in detail on page 74.

2025 remuneration outcomes

Annual bonus

The 2025 annual bonus was based on Unilever’s 2025 annual bonus framework for each of its

Business Groups, which comprised three key metrics: Underlying Sales Growth (40% weighting),

Underlying Operating Profit Growth (30%) and Cash Contribution (30%). After evaluating the

Company’s results against the financial targets, set by Unilever before the Demerger, the formulaic

outcome assessment resulted in a business performance factor of 76% of target. Taking into account

the wider performance environment, the Committee decided this performance outcome accurately

represented the Company’s performance for the year against the targets set and did not make any

adjustments.

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The Committee also reviewed individual performance for all Executive Leadership Team (ELT)

members, including the CEO and CFO. Guided by the Company’s strategic and business objectives,

the Committee considered both business performance and individual contributions, ensuring

alignment with TMICC’s performance-driven culture and the expectations set at the start of the year.

For both the CEO and CFO, the Committee determined that a strategic priorities performance

multiplier of 125% appropriately reflected their performance and impact on the Company’s progress

during this pivotal year. The Committee particularly recognised the CEO and CFO’s role in leading

the successful separation and listing of TMICC, establishing a standalone organisation at pace and

socialising the equity story with capital markets in the run-up to the Company’s listing.

The resulting total bonus factor assessed by the Committee was therefore the result of multiplying

the business performance factor of 76% with the strategic priorities performance multiplier of 125%,

resulting in a total bonus outcome of 95% of target for each Executive Director. The Committee

also noted that, for the period up to the Demerger, the Executive Directors’ bonus had a component

(weighted 25%) tied to the performance of Unilever. Based on Unilever’s assessment of performance

against the established financial targets, this part of the bonus had a business performance factor of

94% of target. For the Executive Directors, this outcome was also multiplied by their strategic priorities

performance multiplier of 125%.

Replacement Performance Share Plan vesting outcome

Before the vesting of Replacement PSP awards on 12 February 2026, the Committee undertook an

assessment to establish whether potential share price volatility in the short period of time since the

Company’s listing would result in participants within the ELT receiving windfall gains. The Committee

was satisfied that no such windfall gains had materialised.

The 2023 Replacement PSP award to the CEO therefore vested at the formulaic outcome of 135%

reflecting the outcome of the original Unilever Performance Share Plan award. No 2023 replacement

PSP award had been made to the CFO.

A long-term approach for a newly independent company

The Committee’s focus has been on establishing a long-term and sustainable remuneration framework

that supports TMICC’s early growth phase, encourages responsible leadership, and reflects the

expectations of a diverse international shareholder base. Our approach aims to ensure compensation

packages are both fair and competitive, while maintaining a strong alignment with performance

outcomes.

2026 review of existing remuneration packages

The Committee dedicated considerable time to a comprehensive review of the remuneration

packages for the CEO, CFO and other members of the ELT. These packages were benchmarked

against two distinct peer groups (AEX listed companies and international peers in the global snacking

and refreshment sector) and adjusted to reflect the new context and responsibilities associated with

their roles as leaders of a publicly listed company, carrying full accountability rather than division-level

oversight. Ongoing remuneration levels compared to AEX-listed companies (the primary reference

point) are around the lower quartile for the CEO and around the median for the CFO.

Notably, for the CEO and CFO, the primary uplift was made to variable pay, with base salaries only

marginally adjusted, underscoring our commitment to ensuring that remuneration is driven by

performance.

Engagement with shareholders and other stakeholders as part of Directors’ Remuneration

Policy preparation

In preparation for the Demerger and listing, the Committee undertook a number of shareholder

consultations in late 2025. The objective was to gain insights into the expectations of, and gather

feedback from, our diverse potential shareholder base. To this end, we contacted Unilever’s top

investors (pre-Demerger), collectively holding approximately 30% of Unilever’s issued share capital.

The Committee received broad investor support and positive feedback on the proposed remuneration

framework. Throughout the process, we also discussed our proposals with Unilever as our sole

shareholder prior to the Demerger and incorporated its feedback into the design.

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Following the Company’s listing, and in anticipation of the binding shareholder votes on the Directors’

Remuneration Policy and the proposed Foundation Plan for Growth at TMICC’s first AGM, we engaged

widely with shareholders and relevant governance bodies. The feedback we received during these

discussions was broadly supportive of our approach and provided valuable input for further refinement

of our proposals. I want to thank shareholders and governance bodies for their time and valuable

inputs.

Proposed policy and implementation in 2026

We are a global company with a footprint across 80 markets, headquartered in the Netherlands and

listed on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange. Our

business is well positioned to win in the market and unlock significant long-term value.

The Committee has designed a Remuneration Policy which is aligned with TMICC’s growth strategy

and value creation potential. It reflects our international orientation whilst taking into account the

remuneration practices of AEX peers; and ties most of the Executive Directors’ remuneration to the

achievement of our financial and strategic objectives. The Policy includes the following component

parts:

Base salary

The salaries for both Executive Directors were set with effect from the Company’s listing on

8 December 2025. Therefore, no base salary adjustments have been considered for 2026.

2026 annual bonus

The 2026 annual bonus will be based on four performance measures reflecting key areas of

our strategy, each weighted at 25%:

•

Organic Sales Growth

•

Market share gains

•

Adjusted EBITDA margin improvement

•

Free Cash Flow

In selecting measures under the annual bonus plan, the Committee has balanced growth, market

share, profitability and cash targets to incentivise management to deliver sustainable growth while

supporting the ongoing productivity agenda. Finally, a strategic priorities performance multiplier

between 0% and 150% will be applied, tracking progress on the Company’s strategic objectives.

This design ensures that both financial and strategic performance will need to be achieved for the

bonus opportunity to be realised.

The targets and actual performance outcomes for each measure will be disclosed in the 2026

Remuneration Report.

Target award levels for 2026 were set at 120% of annual base salary for the CEO and 100% for the

CFO, with the overall bonus capped at 200% of the target opportunity.

Performance Share Plan

Both the 2025-2027 Replacement PSP awards and the 2026-2028 PSP awards will be based on two

performance measures, each weighted at 50%:

•

Organic Sales Growth

•

Constant Adjusted Earnings Per Share Growth

The targets and actual performance outcomes for each measure will be disclosed in the Remuneration

Report following the vesting of each award.

Target awards for 2026 were set at 180% of annual base salary for the CEO and 150% for the CFO.

The Committee believes that the metrics selected under both the annual bonus and PSP are designed

to embrace simplicity, ensure focus, reinforce the Company’s strategic priorities and drive long-term

value creation.

While the Committee considered the inclusion of Return on Invested Capital (ROIC) when designing

the incentive framework, it concluded that the inclusion of return-based metrics (Adjusted EBITDA and

Constant Adjusted EPS), together with a strong control measure in Free Cash Flow, already provides a

balanced and robust assessment of performance. This approach avoids complexity while maintaining

appropriate focus on profitability and cash discipline, and keeping the flexibility required for bolt-on

acquisitions. The Committee has therefore decided not to introduce ROIC as a metric at this time.

Foundation Plan for Growth (the “Foundation Plan”)

Following our Demerger from Unilever and our listing as an independent company, we believe we have

a unique opportunity to grow and create significant long-term value for all stakeholders.

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Once these sustainability goals have been set, they will also be embedded into the objectives of the

Executive Directors and the ELT, as appropriate. Performance against the personal and strategic

objectives of the ELT is one factor influencing their individual bonus outcome, as a multiplier to the

business performance result. As our sustainability targets mature in the future, the Committee

will consider whether applying a specific weighting on ESG targets in our annual bonus or PSP is

appropriate.

Outlook

In the year ahead, the Committee will focus on the effective implementation of the new Remuneration

Policy, continued engagement with shareholders and governance bodies, and regular evaluation

of performance measures, to ensure continued alignment with the Company’s evolving strategic

priorities.

AGM resolutions

At the 2026 Annual General Meeting, shareholders will be asked to:

•

Approve the Directors’ Remuneration Policy (binding vote)

•

Approve the Foundation Plan (binding vote)

•

Approve the 2025 Remuneration Report (advisory vote)

The full details for the AGM will be provided in the Notice of Meeting.

Concluding remarks

On behalf of the Committee, I want to thank our shareholders and governance bodies for their

engagement and support. I trust that you find that the following 2025 Directors’ Remuneration Report

provides a clear explanation of how the Remuneration Policy was implemented during 2025, as well as

a transparent outline of our plans for 2026.

I look forward to presenting this Remuneration Report at our upcoming Annual General Meeting of

Shareholders.

Melissa Bethell

Chair of the Remuneration Committee

In this context, the Foundation Plan is a one-time co-investment plan, designed to incentivise the

substantial formative work needed to realise the planned growth and margin trajectory for the

Company as a standalone business. Under this plan, Executive Directors can make a personal

investment in TMICC shares, ensuring that they are materially invested in the Company’s long-term

success and aligned with long-term value creation. The Company will then make a matching award of

market-priced share options, at a ratio of five options for each share acquired through the Executive

Director’s personal investment. In addition to Executive Directors, over 60 senior leaders will be invited

to participate in the Foundation Plan.

The maximum personal investment opportunity is set at 500% of the annual base salary for the CEO

and 400% of the annual base salary for the CFO. The Committee noted that both the CEO and CFO

had already made material personal investments following the Company’s listing, as shown in the

Remuneration Report on page 78. The matching options will only vest if our Total Shareholder Return

(TSR) exceeds the median TSR of a group of snacking and refreshment peers.

The Foundation Plan is therefore designed to only deliver material value to Executive Directors if they

make a significant personal investment and the Company delivers both absolute share price growth

and TSR outperformance. Participants are required to continue to hold their personal investment until

vesting, and no shares resulting from the exercise of options can be sold by Executive Directors for a

period of five years from grant, ensuring a focus on sustainable value creation. Vesting will take place

as follows:

•

50% will vest after three years

•

50% will vest after four years

The exercise window will open following vesting of each respective portion of the award and will

remain open until the seventh anniversary of the grant.

ESG

The Committee thanks shareholders and governance bodies for their feedback on the potential

inclusion of ESG measures in our incentive arrangements. A focused sustainability agenda is a key

enabler of our strategy, and in 2026, it is our intent to set a holistic, relevant sustainability strategy

with goals aligned to industry standards as a minimum, and being fully compliant with all applicable

regulatory and reporting obligations.

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Membership and meetings

The Committee meets at least twice annually and reports to the Board after each meeting.

Since its formation in 2025, and in preparation for the Company’s listing, the Committee formally

met twice. The Committee meets regularly without others present. Other attendees at Committee

meetings typically include the Board Chair, CEO, CFO, Group Company Secretary, Chief HR Officer,

Group Head of Reward, Head of Executive Reward and Share Plans, and the Committee’s independent

advisers.

Key topics considered by the Committee during the year

Directors’ Remuneration Policy

The Remuneration Committee oversaw the development of the Directors’ Remuneration Policy,

ensuring its alignment with the Company’s strategic objectives, relevant market practices, shareholder

expectations, applicable legislation, and the Dutch and UK Corporate Governance Codes. It also

consulted with prospective shareholders prior to the listing to gather feedback on the proposed

Remuneration Policy. Further consultation was carried out with shareholders and governance

bodies on the proposed Policy in early 2026.

The Committee conducted scenario analyses to assess the appropriateness of various potential pay

outcomes. This process involved calculating remuneration across a range of scenarios, each based on

different assumptions about the level of achievement of performance conditions and share price. The

Committee determined that the link between the strategic objectives and the chosen performance

measures for the annual bonus and share-based awards was appropriate.

The Committee also reviewed peer group benchmarking to assess the Policy’s competitiveness and

concluded that it is well positioned to support the Company’s long-term objectives.

The Policy was submitted to the Board for approval and was subsequently adopted by the Company.

It will be presented for adoption at the 2026 Annual General Meeting.

Remuneration Committee

Role of the Committee

The Remuneration Committee is responsible for overseeing all matters relating to executive

remuneration, incentive plans, and broader employee compensation frameworks. Its responsibilities

are structured to support the Company’s strategy and long-term value creation and ensure alignment

with shareholder interests and regulatory requirements.

The Committee’s responsibilities include:

•

Executive remuneration:

Making proposals to the Board on the Remuneration Policy and its

implementation for Executive Directors, including fixed and variable components, performance

criteria, and shareholding requirements. The Committee ensures that remuneration structures

foster sustainable long-term value creation and consider internal pay ratios and market

benchmarks.

•

Non-Executive remuneration:

Making proposals to the Board on the Remuneration Policy and

its implementation for Non-Executive Directors, ensuring fees reflect time commitment and

contribution to the Company.

•

Executive Leadership Team remuneration oversight:

Setting the remuneration framework and

individual remuneration for members of the ELT.

•

Share-based incentives:

Reviewing and recommending to the Board the design and terms

of share-based incentive plans for Executive Directors as well as share plans for the broader

employee population, including performance targets and clawback provisions.

•

Directors’ Remuneration Report:

Preparing the annual Directors’ Remuneration Report,

which includes the policy implementation, pay ratios, and the link between remuneration and

performance.

For the purposes of this report, references to actions taken by the Remuneration Committee should be

interpreted as including instances where the Committee has made recommendations or proposals to

the Board, rather than having taken final decisions itself. All such actions are undertaken in accordance

with the Committee’s Terms of Reference, which set out the respective roles and authorities of the

Committee and the Board.

The Committee’s Terms of Reference are reviewed from time to time and are available on our website.

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Committee advisers

Although the Committee is responsible for exercising independent judgment, it seeks input from

internal and external advisers as necessary to ensure its decisions are well-informed and consider

both internal and external factors.

The Committee works with Willis Towers Watson (WTW) as its independent adviser. WTW can, and

regularly does, meet with the Committee Chair without others present. The Committee is confident

that the WTW team advising the Company is independent and has no other connection with the

Company or any individual Director that could compromise objectivity.

Confirmation of no deviation from the Remuneration Policy

The Company did not deviate from the Remuneration Policy in 2025 for either the Executive Directors

or the Non-Executive Directors.

Individual remuneration of Executive Directors and other members of the

Executive Leadership Team

The Committee reviewed the individual remuneration packages for the Executive Directors and

the other members of the ELT, which were subsequently approved by the Board. Packages were

benchmarked against two distinct peer groups: AEX-listed companies and international peers in the

global snacking and refreshment sector, reflecting the Company’s listing and headquarters in the

Netherlands whilst having a global footprint and a distinct international orientation.

No Executive Director participated in discussions determining their own remuneration outcome.

However, the Committee did take note of the individual views of each Executive Director regarding the

proposed amount and structure of their own remuneration.

Share-based incentives for the broader employee population

The Committee oversaw the transition and rollout of both legacy and new share-based incentives for

the broader employee population, including Executive Directors.

New share-based incentive plans were introduced to align with the Company’s long-term strategy

and goals. The Committee ensured that the structure of these incentives supports sustainable value

creation, fosters employee engagement, and is competitive with practices observed among Dutch

listed companies and peers in the global snacking and refreshment sector.

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Further Information

Performance period

Holding period

Performance period

Performance period

CEO: 500% of base salary; CFO: 400% of base salary

Holding period

Year 1

Year 3

Year 4

Year 5

Year 6

Year 7

Year 2

Base salary

Benefits

Annual Bonus

PSP

Foundation Plan

50% of award

50% of award

Shareholding requirements

Paid in cash

Vesting

Performance period

Holding period

End of exercise period

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Summary of the proposed Directors’ Remuneration Policy and its

implementation for Executive Directors

The Directors’ Remuneration Policy will be presented for adoption at the 2026 Annual General

Meeting on 7 May 2026. The chart below and table on the following pages summarise the

remuneration elements for the Executive Directors, including their implementation in 2025 and

proposed implementation in 2026. The full Directors’ Remuneration Policy is available on our website.

Remuneration elements

The Remuneration Policy for Executive Directors comprises several key elements: a base salary,

benefits, an annual bonus focused on in-year financial and strategic objectives, a Performance Share

Plan designed to support sustainable, long-term value creation, and a one-time co-investment plan tied

to the realisation of the growth and margin trajectory for the Company as a standalone business (the

Foundation Plan). The specific timing for each element is detailed below:

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Purpose and link to strategy

Summary of Policy for Executive Directors

Implementation in 2025 (from listing onwards)

Proposed implementation in 2026

Base salary

Support the attraction and retention of highly qualified

Executive Directors by reflecting the individual’s skill,

experience, performance, and seniority, as well as the

size and complexity of the role.

•

Paid in cash.

•

Typically reviewed annually.

•

Considerations for adjustments include the salary

adjustments for other employees in the Netherlands,

as well as relevant external market data.

•

Peter ter Kulve: €1,250,000

•

Abhijit Bhattacharya: €875,000

No change

Benefits

Support the attraction and retention of Executive

Directors by offering a competitive and cost-effective

benefits package.

•

Executive Directors receive a benefits envelope

as cash in lieu of a Company-sponsored pension

scheme and car scheme.

•

Other benefits provided include medical, life and

disability insurance and tax return support.

•

Benefits envelope: 20% of base salary

No change

Annual bonus

Encourage the consistent achievement of financial

and strategic objectives that align with the Company’s

business strategy and enhance shareholder value.

•

Financial Performance Factor of between 0%

and 200% of target.

•

Strategic Priorities Performance Multiplier of between

0% and 150%.

•

Overall maximum bonus capped at 200% of target

opportunity.

Target opportunity

•

Peter ter Kulve: 120%

•

Abhijit Bhattacharya: 100%

Performance measures

Based on legacy Unilever framework

•

40%: Underlying Sales Growth

•

30%: Underlying Operating Profit growth

•

30%: Cash contribution

Target opportunity

•

Peter ter Kulve: 120% (no change)

•

Abhijit Bhattacharya: 100% (no change)

Performance measures

•

25%: Organic Sales Growth

•

25%: Adjusted EBITDA margin improvement

•

25%: Free Cash Flow

(a)

•

25%: Market share gains

Performance Share Plan

Drive sustainable, long-term value creation

by meeting key financial and/or strategic objectives.

•

Maximum target opportunity: 200% of base salary.

•

Performance Multiplier of between 0% and 200%

of target.

•

Vests after three years, with additional two-year

holding period.

•

Dividend equivalents are accrued proportionally

as awards vest.

•

No regular PSP awards were made in 2025

post-Demerger.

•

Unilever PSP awards which lapsed due to the

Demerger were replaced with awards in TMICC

shares (see ‘Replacement Share Awards’ on the

following page).

Target opportunity

•

Peter ter Kulve: 180%

•

Abhijit Bhattacharya: 150%

Performance measures

•

50%: Organic Sales Growth

•

50%: Constant Adjusted Earnings Per Share

Growth

(

b)

(a) An interim operating model operates between Unilever and TMICC for the period 2025 to 2027 as described in Note 21 to the financial statements. As a result, there is a fixed basis on which receivables and payables are settled between the companies, which is

based on average terms from the carve out financials for the period 2022 to 2024 and does not reflect the actual performance on these parameters. Therefore, to make the target meaningful to the operations of the Company, for 2026 and 2027 the Committee

will set targets to assess performance for a proxy of Free Cash Flow excluding changes in receivables and payables.

(b) Adjusted for any change in the underlying number of shares.

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Purpose and link to strategy

Summary of Policy for Executive Directors

Implementation in 2025 (from listing onwards)

Proposed implementation in 2026

Foundation Plan for Growth

One-time co-investment plan to incentivise substantial

formative work needed to realise the planned growth

and margin trajectory for the Company as a standalone

business.

The Foundation Plan encourages significant personal

investment in TMICC, aligning Executive Directors

with long-term value creation. The structure of the Plan

requires both absolute share price growth and relative

Total Shareholder Return outperformance to deliver

value to participants.

•

Matching options of up to five times the number of

shares bought with Executive Director’s investment

amount.

•

50% will vest after three years and 50% will vest

after four years, in both cases subject to continuous

employment.

•

Each vested portion may be exercised upon vesting,

but resulting shares cannot be sold until the fifth

anniversary from grant.

•

Options may be exercised up to the seventh

anniversary from grant.

•

The Plan will be implemented in 2026, subject to

shareholder approval at the AGM.

Target opportunity

•

Peter ter Kulve: Maximum personal investment of

500% of annual base salary

•

Abhijit Bhattacharya: Maximum personal investment

of 400% of annual base salary

•

Market-priced matching options at a rate of up to five

times the number of shares invested

Performance measures

•

Subject to continued holding of the personal

investment

•

Share options will vest only if the Company’s Total

Shareholder Return exceeds the median of a defined

peer of international snacking and refreshment

companies

Replacement Share Awards

Replacement of the value lost on the portion of

historic Unilever share awards that lapsed due to the

Demerger.

•

Grant value equivalent to the portion of the original

Unilever award forfeited.

•

Vesting to occur on the original vesting dates.

•

Peter ter Kulve:

–

Replacement Targeted Share Award: €23,159

(a)(c)

–

Replacement PSP Award: €42,753

(a)(c)(d)

•

Peter ter Kulve:

–

2024 Replacement PSP Award: €289,446

(b)(c)

–

2025 Replacement PSP Award: €422,195

(b)(c)

•

Abhijit Bhattacharya:

–

2025 Replacement PSP Award: €728,074

(b)

Legacy 2025 Performance Award

Legacy commitment made in 2024 to incentivise

performance up to the Demerger and the delivery

of the separation.

•

The opportunity to receive this award is based on

a legacy commitment made in 2024, in order to

incentivise performance up to the Demerger and the

delivery of the separation.

•

No payout

n/a

Legacy Rollover Share Award

Granted by Unilever in 2024 to senior management,

including the CEO, to reward personal contribution to

the successful delivery of the Demerger.

•

Value equivalent to the original Unilever award being

replaced.

•

50% vested in February 2026, with the remaining 50%

to vest in August 2026, subject to continued service.

•

Peter ter Kulve:

–

Rollover Share Award: €551,607

(a)(c)

n/a

(a)

Value at grant on 19 December 2025. Awards converted to a corresponding number of shares in TMICC based on the Unilever PLC closing share price on 5 December 2025 and the average closing share price of TMICC between 8 and 18 December 2025, inclusive.

(b)

Value to be granted in March 2026.

(c) Legacy awards to the CEO are granted net of tax to ensure equivalence with the legacy Unilever award being replaced, which were awarded on a net of tax basis. Future awards will be granted on a gross basis.

(d)

The value of shares granted in pound sterling was converted to euro for the purposes of illustration in this table using the full-year average exchange rate of €1 = £0.85474.

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69

Purpose and link to strategy

Summary of Policy for Executive Directors

Implementation in 2025 (from listing onwards)

Proposed implementation in 2026

Shareholding requirement

Aligning the interests of the Executive Directors and

other Executive Leadership Team members with

those of stakeholders.

Malus and clawback

Manage risks and ensure alignment of executives

with the Company’s long-term interests.

Committee discretion to amend measures,

targets and payment levels

Summary of Policy for Executive Directors

•

CEO: 500% of annual base salary.

•

CFO: 400% of annual base salary.

•

Executive Directors are expected to achieve the prescribed shareholding threshold within five years of their appointment.

•

They will be required to hold all shares acquired as a result of the vesting of share awards and exercise of options (less any sales necessary for tax) until the prescribed

shareholding threshold has been met.

•

The shareholding requirement will continue to apply for a period of two years following the Executive Director’s cessation of service.

The Board may reduce, cancel or recover (clawback) any variable remuneration awarded to Executive Directors to an appropriate level if payment of the variable

remuneration is unacceptable according to the requirements of reasonableness and fairness or if the Board determines that such action is necessary to ensure

alignment with the Company’s long-term interests and sound governance standards. This can apply in circumstances which include, but are not limited to, the following:

•

material misstatement of financial results;

•

any situation where the award was made or determined based on erroneous or misleading data;

•

misconduct by the Executive Director;

•

required accounting restatement;

•

serious reputational harm to the Company directly attributable to the Executive Director’s actions; or

•

material corporate failure.

The Board may operate clawback at any time prior to the second anniversary of the payment of a cash bonus or the vesting of an award under any incentive plan.

The Board considers that such a period provides appropriate protection to recover remuneration in these circumstances and is in line with market practice.

In circumstances where the specific Dutch statutory clawback triggers would apply, the Board may recover variable remuneration for a period of five years from the date

the incorrect information has become known, in line with the requirements of the Dutch Civil Code.

The Policy includes authority for the Committee to adjust performance conditions where circumstances make this appropriate and to adjust formulaic outcomes,

including where these are not fully aligned with holistic performance over the relevant period. If any such adjustments are made, the details of these and the Committee’s

rationale will be fully disclosed in the relevant remuneration report.

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TSR peer group

In addition to the remuneration benchmarking peer group, a Total Shareholder Return (TSR)

performance peer group is used for the purpose of the Foundation Plan. The same peer group is also

used to benchmark performance as part of the Committee’s assessment of performance in the round

when evaluating the formulaic outcome of incentive plans.

•

Chocoladefabriken Lindt & Sprüngli

•

Coca Cola Europacific Partners

•

Conagra

•

Danone

•

General Mills

•

Lotus

•

Mondelēz

Peer groups

Remuneration benchmarking peer group

The Company is headquartered in the Netherlands but has a global footprint and a distinct

international orientation. To ensure the remuneration of the Executive Directors remains competitive,

the remuneration structure and levels are benchmarked against the median of two distinct peer

groups: (1) companies included in the AEX index, and (2) as an additional reference a peer group of

global companies in the international snacking and refreshments sector. The latter group consists of

primarily European companies of comparable size and complexity, supplemented with US companies,

representing the primary markets where the Company competes for talent.

The composition of this group during 2025 is shown below:

•

Barry Callebaut

•

Chocoladefabriken Lindt & Sprüngli

•

Coca-Cola Consolidated

•

Coca-Cola Europacific Partners

•

Coca-Cola HBC

•

Cranswick

•

Danone

•

Emmi

•

General Mills

•

Glanbia

•

JDE Peet’s

•

Kellanova

•

Kerry Group

•

Keurig Dr Pepper

•

Mondelēz International

•

Monster Beverage Corporation

•

Nomad Foods

•

Orkla ASA

•

Südzucker

•

The Campbell’s Company

•

The Hershey Company

•

The J. M. Smucker Company

•

The Kraft Heinz Company

•

Monster

•

Nestlé

•

Orkla

•

PepsiCo

•

The Campbell’s Company

•

The Hershey Company

•

The J. M. Smucker Company

Management Report

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Financial Statements

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Further Information

Underlying Sales

Growth

Cash

Contribution

Business

performance

factor

Underlying

Operating

Profit growth

Overall

performance

in €'000

875

1,313

2,625

1,750

875

875

875

Actual pay and scenarios

2025 actual

(1)

Maximum

(2)

On-target

Minimum

2025 actual

(1)

Maximum

(2)

On-target

Minimum

Base salary

Benefits

Annual bonus

PSP

Legacy Rollover Award

Base salary

Benefits

Annual bonus

PSP

Total fixed pay

Variable pay

Total fixed pay

Variable pay

in €'000

1,500

85%

35%

105%

76%

135%

3,000

5,250

1,500

9,000

3,238

1,050

540

5,425

2,250

4,500

1,250

1,250

1,250

Actual pay and scenarios

Total fixed versus variable pay

Total fixed versus variable pay

40%

30%

30%

2023 Replacement PSP vesting outcome

2025 annual bonus business outcome

Outcome

Weighting

Outcome

1,249

30%

70%

52%

48%

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2025 remuneration of Executive Directors

Remuneration elements

Base salary

Between 23 September 2025 (the date of their appointment to the Board) and the Demerger, both

Executive Directors continued to receive base salaries and other remuneration in accordance with

their pre-Demerger Unilever employment agreements and applicable policies.

From 8 December 2025 onwards, base salaries were provided to reflect the responsibilities and

complexity of each role and market benchmarks for similar positions in the AEX and international

snacking and refreshment sector, in accordance with the Remuneration Policy. The new annual base

salaries were determined by the Board and are considered appropriate to attract and retain leaders of

the calibre necessary to guide the Company through the post-listing period and to achieve its strategic

goals. The CEO’s annual base salary was set at €1,250,000, while the CFO’s was set at €875,000.

Benefits

Between 23 September 2025 and the Demerger, both Executive Directors continued to receive

benefits in accordance with their pre-Demerger Unilever agreements and applicable policies. During

this period, the CEO’s benefits comprised insurance coverage, and pension contributions. The CFO

received a benefits envelope equivalent to 20% of his annual base salary, paid in cash, in lieu of pension

and car contribution. Both Executive Directors received life, medical and disability insurance and

support with tax return preparation.

As of 8 December 2025, both Executive Directors received benefits in accordance with their new

remuneration packages in line with the Remuneration Policy. They did not participate in a company-

sponsored pension scheme and did not receive a company car or car allowance. Instead, they

received a benefits envelope equal to 20% of their annual base salary, paid in cash, which enabled

them to make their own arrangements. This approach is consistent with the arrangements provided

to other senior managers in the Company. They also continued to receive life, medical and disability

insurance coverage in line with the pre-Demerger policies and continued to receive tax return support.

Annual bonus

The 2025 annual bonus relates to the 2025 performance year and will be paid in 2026.

For the period between 23 September 2025 and the Demerger, the annual bonus for each Executive

Director was calculated in line with their pre-Demerger Unilever agreements and the relevant Unilever

policies, with 75% of payout based on the performance of TMICC as a Unilever Business Group and

25% based on Unilever’s overall performance.

For the remainder of the year, the bonus was determined according to the Executive Directors’ new

target opportunities as a percentage of their new salary, with performance outcomes calculated solely

on the performance of TMICC. The target opportunities for this period were 120% of base salary for

the CEO and 100% of base salary for the CFO.

The 2025 annual bonus was subject to three performance measures defined by Unilever: Underlying

Sales Growth (40%), Underlying Operating Profit Growth (30%) and Cash Contribution (30%). Targets

were set by Unilever based on the Unilever perimeter for Ice Cream, as if the Company had remained

a Business Group within Unilever and actual performance against these target ranges was assessed

by the TMICC Remuneration Committee on the same basis. Therefore, the targets and results on the

following page differ from the Company’s reported results.

The Committee evaluated the Company’s performance relative to the established targets and

concluded that the formulaic business performance outcome of 76% was appropriate.

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73

Performance

Weighting

% of target

Underlying Sales Growth

(a)

40%

2.6%

4.6%

6.0%

85%

Underlying Operating Profit Growth

(b)(c)

30%

-0.7%

3.6%

7.1%

35%

Cash Contribution

(c)(d)

30%

€394m

€457m

€490m

105%

Overall performance based on the formulaic outcome

76%

In line with the bonus framework applicable during the year, and consistent with the Directors’ Remuneration Policy, the final bonus for each individual Executive Director was determined by first applying the

Business Performance Factor to the individual’s Strategic Priorities Performance Multiplier. The resulting bonus outcome is then applied to the applicable salary and individual target bonus percentage for the

relevant part of the year to arrive at the final bonus payout.

This resulted in the following payouts:

Annual base salary

applicable from

Listing (€’000)

Target annual bonus

(applicable from Listing )

Business

Performance Factor

Strategic Priorities

Performance Multiplier

Total achievement

as % of target

(a)

2025 actual bonus

(b)

(€’000)

Peter ter Kulve

Chief Executive Officer

1,250

120%

76%

125%

76% x 125% = 95%

337

Abhijit Bhattacharya

Chief Financial Officer

875

100%

76%

125%

76% x 125% = 95%

232

Target Bonus %

Annual Base Salary

Business Performance Factor

(0-200% of target)

Strategic Priorities

Performance Multiplier

(0-150%)

Bonus Payout

(a)

For the period from 23 September to 7 December, this outcome applied to 75% of the annual bonus. The remaining 25% was subject to the Unilever performance outcome, which was assessed at 94% by Unilever. This Business Performance Factor is also multiplied by the Strategic Priorities

Multiplier of 125% to arrive at the total bonus outcome.

(b) Reported for the period from the date of appointment to the Board on 23 September 2025.

(a)

Equivalent to Organic Sales Growth metric in TMICC.

(b)

Equivalent to Adjusted EBIT growth metric in TMICC.

(c)

The actual Adjusted EBIT Growth and Cash Contribution are reported using the same foreign exchange rates as those incorporated into the targets at the time they were set.

(d)

Cash Contribution is calculated as the Adjusted EBITDA less Restructuring, Acquisition and Disposal related costs.

Target (100%)

Threshold (0% )

Maximum (200%)

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Performance Share Plan and other share plan awards

No PSP awards were made under the Directors’ Remuneration Policy in 2025 post-Demerger, other

than in connection with the replacement of legacy awards granted by Unilever. Any outstanding

Unilever share awards held prior to the Demerger and which were forfeited by Unilever were replaced

with awards in TMICC shares. In addition, the Legacy Rollover Awards granted to the CEO and other

participants in 2024 were fully converted to TMICC shares following the Company’s listing.

Replacement Share Awards

In line with other Group employees who held unvested Unilever share awards at the time of the

Demerger, both the CEO and CFO are eligible for “Replacement Awards” under The Magnum

Ice Cream Company Long Term Incentive Plan 2025. These Replacement Awards are made on

substantially equivalent terms and with a value at grant matching the Unilever shares that lapsed

as a result of time pro-rating.

The CEO was eligible for Replacement PSP Awards corresponding to three previous Unilever PSP

awards, originally granted in March of 2023, 2024 and 2025. In addition, he received a Replacement

Award corresponding to a Unilever Targeted Share Award originally granted in March 2024. The

Replacement Awards for the 2023 Unilever PSP and the Targeted Share Award were granted on

19 December 2025 and vested on 12 February 2026 following the outcome of the corresponding

Unilever award, as determined by Unilever at 135% of the target level.

The Remuneration Committee determined that the 2024 and 2025 Replacement PSP Awards would

be granted in March 2026 and would vest in February 2027 and February 2028, respectively, in line

with the terms of the legacy Unilever awards being replaced.

The CFO was eligible to receive a Replacement Award corresponding to a previous Unilever PSP

award, originally granted in March 2025. This award will be granted in March 2026 and will vest in

February 2028.

Legacy 2025 Performance Award

The 2025 Performance Award was a one-off legacy commitment made in 2024 and subject to the

performance of the Company in 2025 up to the Demerger. Both the CEO and CFO were eligible for

an award valued at 50% of their target annual bonus, with half of the award delivered in early 2026

and the remaining half six months later. This award was subject to a stretching financial performance

threshold, which required as a minimum that performance under the regular bonus would exceed the

performance required for 150% payout. The Committee determined that the minimum performance

required had not been achieved and, as a result, no payment would be made under this arrangement.

Legacy Rollover Award

To ensure the retention of talent deemed critical for, and reward personal contributions to the

successful delivery of, the separation and establishment of an independent Ice Cream business,

certain employees including the CEO were granted one-off awards of Unilever shares in 2024.

Following the Demerger, these awards were ‘rolled over’ so that they instead related to shares in

TMICC, while still subject to the original Unilever terms and conditions, adopted by the Board for this

purpose.

As a result, the CEO received a Rollover Award corresponding to the previous Unilever award received

in 2024. This award did not have applicable Company performance conditions but was subject to

continuous service and personal performance being assessed to be at least at a strong level. 50%

of this award vested on 12 February 2026. The remaining 50% will vest in August 2026. The amount

shown in the table on page 75 represents the non-cash expense recognised by the Company for this

award during 2025.

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2025 outcomes

The table below shows the remuneration of each Executive Director for the year 2025 from their appointment to the Board of Directors on 23 September 2025.

It is important to note that the reported costs do not correspond to the actual amounts paid to individual Executive Directors. The share-based compensation represents the expense recognised for shares

granted to the Executive Directors, in line with IFRS 2 share-based payment standards.

Peter ter Kulve

Chief Executive Officer

Abhijit Bhattacharya

Chief Financial Officer

2025

(a)

(€’000)

Proportion of fixed and

variable remuneration

2025

(a)

(€’000)

Proportion of fixed and

variable remuneration

Base salary

319

233

Benefits

61

50

Fixed pay and benefits subtotal

380

30%

283

52%

Annual bonus

337

232

Performance Share Plan

333

25

Legacy Rollover Award

199

0

Variable remuneration subtotal

869

70%

257

48%

Total remuneration

(c)

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Shares awarded to Executive Directors

The following table presents a summary of all outstanding share awards, including those granted but not yet vested, as of 31 December 2025. For the purpose of transparency, the table also includes

Replacement PSP awards that will be granted to the individual Executive Directors in March 2026.

Plan

Grant date

Vesting date

End of holding

period

Value of shares

conditionally

granted at grant

(a)

(€)

No. of shares

conditionally

granted

Value of shares as

of 31 December

2025

(b)

(€)

Peter ter Kulve

(c)

Chief Executive Officer

2023 Replacement PSP

19/12/2025

12/02/2026

12/02/2028

42,753

(d)

3,126

43,064

Replacement Targeted Share Award

19/12/2025

12/02/2026

12/02/2028

23,159

1,727

23,522

Legacy Rollover Award

12/02/2026

-

275,803

20,567

280,123

Legacy Rollover Award

12/08/2026

-

275,803

20,567

280,123

2024 Replacement PSP

17/02/2027

17/02/2029

289,446

-

(e)

-

2025 Replacement PSP

16/02/2028

16/02/2030

422,195

-

(e)

-

Abhijit Bhattacharya

Chief Financial Officer

2025 Replacement PSP

16/02/2028

16/02/2030

728,074

-

(e)

-

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Internal comparisons

When setting the remuneration of the Executive Directors, the Remuneration Committee took

into account the reward philosophy across TMICC. This philosophy is centred around offering fair,

transparent, competitive and performance-driven rewards. The pay-for-performance principle

cascades throughout the organisation: around 6,000 colleagues participate in the annual bonus plan

under the same performance measures as the Executive Directors, with frontline teams in factories

and sales having dedicated incentive schemes linked to their impact. Share plan participation extends

widely, with nearly 2,000 colleagues receiving awards under our share plans on an annual basis. In

addition, every TMICC employee received a €300 share award following our listing in December (the

“Celebration Award”). More information on our wider reward philosophy can be found on page 22.

Internal pay ratios are a relevant factor in determining the appropriateness of Executive Director

remuneration as recognised in the Dutch Corporate Governance Code. The ratio of the CEO’s and

CFO’s annual total remuneration to the average annual total remuneration of employees in 2025 was

68 and 29, respectively.

These ratios have been calculated in accordance with the Dutch Corporate Governance Code by

dividing the single-figure total remuneration for each Executive Director in 2025 by the average

total remuneration of all other employees globally for the same period. The average total remuneration

for all other employees has been derived from Note 4 on page 101. This calculation involved dividing

the total personnel expense for 2025 by the reported number of FTEs (excluding Executive Directors),

resulting in an amount of €67,689. The total remuneration of the Executive Directors was obtained

from the table on page 75 and annualised for the purpose of this comparison.

The Committee acknowledges that these ratios are shaped by numerous factors, such as a company’s

industry, geographic footprint, and organisational structure. TMICC operates globally, with a

considerable portion of its business and workforce based in emerging markets, where pay structures

and levels are often substantially different from those in the Netherlands and Europe. Additionally, the

Company’s production facilities and in-house sales teams worldwide increase the diversity of pay

within the organisation. Therefore, comparing pay ratios with those of other companies or industries

may not always be a meaningful exercise.

Moreover, pay ratios can fluctuate considerably over time due to variables such as exchange rate

movements and are strongly impacted by a company’s annual performance, which tends to have

a greater effect on Executive Directors’ remuneration than on that of other employees as a greater

proportion of their pay is performance-based. To address these limitations, the Committee will not only

review current pay ratios but also trends over time, particularly in relation to Company performance.

The table below sets out the annualised total remuneration for the Executive Directors, alongside the

average remuneration for employees and the corresponding pay ratios. In future years, we will update

this table to provide a five-year overview of pay ratio trends.

Year

Total annualised

(a)

remuneration (€’000)

Average employee

total remuneration

(€’000)

Pay ratio

CEO

CFO

CEO

CFO

2025

4,583

1,979

68

68

29

(a)

The total remuneration figures for the CEO and CFO for 2025 as presented in this report reflect the period from their appointments to the

Board of Directors on 23 September 2025. For the purposes of pay ratio calculations, these figures have been annualised by extrapolating the

remuneration to represent a full twelve-month period.

Shareholding requirements

Under the Shareholding Policy, Executive Directors and Executive Leadership Team members

are required to maintain a minimum shareholding in the Company. This requirement is intended to

further align their interests with those of shareholders. The CEO must hold shares equal to 500%

of base salary, while the CFO must hold shares equal to 400% of base salary. These shareholding

requirements are at the higher end of market practice across both our AEX and international

benchmarking peer groups.

All after-tax shares must be retained until the relevant holding requirement is satisfied. Executive

Directors are also obliged to adhere to the holding requirements set out in the Dutch Corporate

Governance Code, meaning they must retain all after-tax shares awarded under the PSP and shares

acquired from the exercise of options under the Foundation Plan for a minimum of five years from

the date of grant (which in the case of Replacement PSP awards is calculated with reference to their

original grant date).

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Once these requirements have been fulfilled, shares may be sold, provided that all relevant insider

trading prevention regulations are observed.

The table below shows the required holdings and the actual holdings as of 31 December 2025,

expressed as multiples of annual base salary. Over 90% of the CEO’s holding and the full holding of the

CFO reflect investments made following the listing.

Shareholding requirement

(value as multiple of annual base salary)

Actual shareholding

(a)

(value as multiple of annual base salary)

Peter ter Kulve

(b)

Chief Executive Officer

500%

476%

Abhijit Bhattacharya

Chief Financial Officer

400%

235%

All shares beneficially owned and any awards not subject to performance conditions count towards

the shareholding requirement (on an estimated net-of-tax basis if tax is expected to be payable).

The shareholding requirement will continue to apply for a period of two years following the cessation of

service.

Executive Directors are engaged through a service agreement governed by Dutch law. These

agreements are established as contracts for services and do not constitute employment contracts.

Each agreement is for a fixed term of four years.

Executive Directors are subject to annual re-election by the general meeting. Both the Executive

Director and the Company may terminate the agreement by giving six months’ written notice.

If the Company terminates the agreement other than for cause, the Executive Director may receive a

severance payment limited to a maximum of one year’s base salary, in accordance with the Dutch

Corporate Governance Code. No severance is payable upon voluntary resignation or if an Executive

Director is dismissed, not re-elected by the general meeting or not proposed for re-election at the end

of the term.

Fixed Membership and Committee fees

The Non-Executive Directors received fees for Board membership and for serving as a Committee

chair or member from the date of their appointment to the Board of Directors. The Board Chair

received an all-inclusive fee, meaning he did not receive additional compensation for serving as a

Committee chair or member.

Other fees and reimbursements

Non-Executive Directors are eligible to receive a travel allowance for each meeting attended that is

held outside their country of residence, to recognise the additional time commitment required.

This is set at €2,500 per meeting for continental travel and €5,000 per meeting for intercontinental

travel.

All reasonable travel and other business expenses incurred by Non-Executive Directors while

performing their duties are reimbursed at cost.

No loans or guarantees were granted by the Company to the Non-Executive Directors.

Non-Executive Directors did not receive any additional remuneration from any Group subsidiaries. All

shares held by Non-Executive Directors have been acquired at their own expense and are intended for

long-term investment purposes.

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Policy fee levels for Non-Executive Directors

Under the Directors’ Remuneration Policy, the fee levels are currently set as follows:

(€’000)

Chair

Senior Independent

Director

Member

Board

270

(a)

140

110

Audit and Risk Committee

35

-

25

Remuneration Committee

30

-

20

Nomination and Governance Committee

25

(b)

-

15

(a) All-inclusive fee: the Board Chair does not receive any additional remuneration for serving as a Committee chair or member.

(b) Not payable whilst the Committee is chaired by the Board Chair.

These fees were set at the median fee levels of the AEX. As secondary reference points, and given the Company’s international orientation, Non-Executive Director fee levels were also benchmarked against

fee levels in European companies in the snacking and refreshments sector and UK listed companies of a similar size.

2025 outcomes

The table below shows the remuneration for each Non-Executive Director for the year 2025 from the date of their appointment to the Board of Directors in September.

2025 (€’000)

Board fee

Committee fees

Travel allowance

Total

Jean-François van Boxmeer

74

-

-

74

Stacey Cartwright

37

10

-

47

René Hooft Graafland

29

13

-

42

Melissa Bethell

29

14

3

46

Stefan Bomhard

29

12

3

44

Anja Mutsaers

29

9

-

38

Reginaldo Ecclissato

29

4

3

36

Total remuneration

(a) Appointed on 23 September 2025.

(b) Appointed on 26 September 2025.

Chair of the Remuneration Committee

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Other information

Share capital and rights attaching to shares

The authorised capital of the Company is €7,875,000,000. The authorised capital of the Company is

divided into 2,250,000,000 shares, with a nominal value of €3.50 each. Further details relating to share

capital can be found in Notes 14A and 14B.

Upon issuance of shares, each shareholder shall have a right of pre-emption in proportion to the

aggregate nominal value of such shareholder’s shares, subject to the limitations prescribed by the

laws of the Netherlands and the Articles of Association (the Articles). The right of pre-emption does

not apply to shares issued to employees of the Company or of a Group Company and shares issued

against contribution other than in cash. Prior to each single issuance of shares, the right of pre-emption

may be limited or excluded pursuant to a resolution of (i) a general meeting or (ii) the Board (if and

during the fixed period the Board has been designated for that purpose by a general meeting at the

proposal of the Board). The general meeting shall, for as long as such designation of the Board is in

force, no longer have authority to resolve upon limiting or excluding the right of pre-emption. Unless

the designation provides otherwise, it may not be withdrawn, other than upon a proposal thereto of the

Board. A resolution of a general meeting to limit or exclude the right of pre-emption or to designate the

Board for that purpose requires a majority of at least two-thirds of the votes cast, if less than one-half

of the Company’s issued capital is represented at the meeting. The Articles shall apply by analogy to

the granting of rights to subscribe for shares, but do not apply to the issuance of shares to a person

exercising a right to subscribe for shares previously granted.

Rights of pre-emption and authority to repurchase shares

The Board currently has authority to issue shares or grant rights to subscribe for shares up to 10% of

the number of shares currently in issue for any purpose, whether or not with a limitation or exclusion of

the rights of pre-emption of existing shareholders of the Company; and the authorisation shall expire

on the earlier of (i) the date falling six months following the conclusion of the 2026 Annual General

Meeting and (ii) the date of renewal of the authorisation.

The Board also has authority to acquire up to 10% of the shares in issue either through purchase on a

stock exchange or otherwise, at a price, excluding expenses, not lower than the nominal value of the

shares and not higher than 10% of the opening market price of the shares on each of the three stock

exchanges where it is listed; and the authorisation shall expire on the earlier of (i) the date falling six

months following the conclusion of the 2026 Annual General Meeting and (ii) the date of renewal of the

authorisation. The Company has not repurchased any of its own shares.

Substantial shareholders

As at 27 February 2026, the following notifications were made to the Netherlands Authority for the

Financial Markets (AFM) by substantial shareholders. The voting rights of substantial shareholders

are the same as other shareholders.

Date

Name

Number of Shares

% Voting Interest

8 December 2025

Unilever PLC

121,533,558

19.85

17 December 2025

BlackRock Inc.

25,965,010

4.24

23 December 2025

Goldman Sachs Group Inc.

20,026,031

3.27

10 December 2025

FIL Limited

19,894,021

3.25

13 February 2026

Allan & Gill Gray Foundation

19,674,251

3.21

26 February 2026

Bank of America Corporation

17,565,194

2.87

22 December 2025

Barclays Plc

17,955,511

2.93

Nature of the trading market

As at 31 December 2025, there were a total of 6,087 holders of record of TMICC shares on the share

register; approximately 490 million TMICC shares were registered in the name of 3,505 holders of

record with addresses in the US. These shares represented approximately 80% of the total TMICC

shares in issue, of which approximately 45% relates to shareholders who hold their shares via

Euroclear in the Netherlands and 41% to shareholders who hold their shares via Depositary Interests

in the UK. Since certain of TMICC shares were held by brokers and nominees, the number of record

holders in the US may not be representative of the number of beneficial holders, or of where the

beneficial holders are resident.

As at 31 December 2025, no interest was capitalised by the Group.

Management Report

Financial Statements

Sustainability Statements

Further Information

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Dividend waivers

The Company has established an employee benefit trust (EBT) in order to satisfy its employee share

award plan obligations. The Trustee of the EBT has agreed to waive, on an ongoing basis,

any dividends payable on shares it holds in trust.

Annual General Meeting

The Company will hold its Annual General Meeting on 7 May 2026. The notice of convocation will

be published on our website at least 42 calendar days prior to the meeting date. The business of

the meeting will typically include: discussion of the Annual Report; the adoption of the Financial

Statements; policy on additions to reserves and dividends; discharge of the members of the Board;

or any other matters proposed by the Board or shareholders in accordance with Dutch law and the

Articles. Pursuant to Dutch law the record date for the exercise of voting rights and rights relating to

shareholders meetings is set at the 28

th

day prior to the date of the relevant meeting. Shareholders

registered on such date are entitled to attend the meeting and to exercise the other shareholder rights

(at the relevant meeting) notwithstanding any subsequent sale of their shares after the record date.

Shareholders who wish to exercise the rights attached to their shares in respect of a shareholder

meeting are required to register for such meeting. Shareholders may attend a meeting in person,

vote by proxy or grant a power of attorney to a third party to attend the meeting and vote on their

behalf. Details of registration for meetings, attendance and proxy voting will be included in the notice

convening the relevant meeting.

Contracts of significance and material contracts

During the year, no Director had any interest in any shares or debentures in the Company’s

subsidiaries, or any material interest in any contract with the Company or a subsidiary being a

contract of significance in relation to the Company’s business. No member of the Group is party

to any significant agreement that takes effect, alters or terminates upon a change of control or

following a takeover of TMICC. In addition, there are no agreements providing for compensation

for loss of office or employment as the result of a takeover of TMICC.

There are no controlling shareholders of TMICC.

Unilever PLC has a 19.85% shareholding in TMICC. As at the date of this Annual Report, TMICC is party

to a Global Transitional Services Agreement, a Tax Matters Agreement and a Demerger Agreement

with Unilever PLC.

Prevention of insider trading policies and procedures

The Company has adopted prevention of insider trading policies and procedures governing

the purchase, sale, and other dispositions of its securities by Directors, senior management and

employees that are reasonably designed to promote compliance with applicable prevention of insider

trading laws, rules and regulations, and any listing standards applicable to the Company.

Branch offices

The Group operates through subsidiary companies and has one branch, being Betty Ice Distributie

Chisinau Branch Moldova, Skuodo st. 28, Mazeikiai, LT-89100. Further details relating to subsidiaries

can be found in Note 23.

Directors’ share interests

The table below sets out details of the Directors’ interests in shares as at 31 December 2025. None

of the Directors or ELT members have a shareholding greater than 0.08%. Further details relating to

share interests of Executive Directors can be found in the Directors’ Remuneration Report on page 76.

Director

Share Interests

as at 31 December 2025

Melissa Bethell

7,750

Abhijit Bhattacharya

150,956

Stefan Bomhard

1

8,655

Jean-François van Boxmeer

76,200

Stacey Cartwright

3,400

Reginaldo Ecclissato

20,027

René Hooft Graafland

35,500

Peter ter Kulve

2

436,665

Anja Mutsaers

19,500

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Based on its assessment and with reference to Best Practice Provision 1.4.3 of the 2025 Dutch

Corporate Governance Code, the TMICC Board confirms to the best of its knowledge that:

•

Following the Company’s recent transition to a standalone organisation, the systems, processes,

and internal controls supporting its risk management framework are still being established and

embedded. The Management Report provides insights into the material failings identified in

the effectiveness of the internal risk management and control systems within this developing

environment;

•

the Company continues to develop its internal risk management and control systems with the

objective of providing reasonable assurance that financial reporting does not contain material

inaccuracies and that material misstatements are prevented or detected; but these systems remain

in a maturing state;

•

the systems supporting sustainability reporting are similarly at an early stage of development. For

2025 reporting, the Company relied on Unilever for certain areas of reporting and is continuing to

develop and embed its own processes, data sources, and internal controls, with the objective of

progressively enhancing the robustness of sustainability reporting;

•

at the balance sheet date, the TMICC Board does not have information to suggest that the internal

risk management and control systems fail to provide sufficient comfort that the operational and

compliance risks identified in the Risk Management section of this Management Report are being

effectively managed, considering the Company’s risk appetite;

•

based on the current state of affairs, it is justified that the financial reporting is prepared on a going

concern basis; and

•

the Management Report states the material risks as well as uncertainties to the extent they are

relevant for the Company’s continuity for a period of twelve months after the preparation of the

report, as referred to in best practice provision 1.2.1.

Given that the Company’s systems, processes and internal control frameworks are still maturing, these

do not provide certainty over the achievement of strategic, operational, compliance, and reporting

objectives, nor can they be relied upon to prevent or detect all misstatements, inaccuracies, fraud,

operational issues, or non-compliance.

On this basis, the TMICC Board considers that the Company is working towards compliance with best

practice provision 1.4.3 of the Dutch Corporate Governance Code as it is not yet fully compliant with

the provisions in 1.4.3 (ii)-(iv), which it expects to achieve by 2026.

Management Statement and Report

TMICC Board is responsible for establishing and maintaining adequate internal risk management and

control systems. Further information on the Company’s risk management approach is set out in the

Risk Management section of this Management Report.

During the final three weeks of 2025, the Company demerged from Unilever and became a standalone

organisation. An interim operating model was implemented, supported by extensive Transitional

Service Agreements (TSAs) with Unilever to ensure continuity of operations. The reliance on shared

financial and operational processes under these TSAs, alongside the continued development of the

Company’s own processes and systems, created an environment exposed to inherent transitional,

operational, financial, non-financial, and compliance risks.

These risks are being addressed through a phased design and implementation of the Company’s risk

management and internal control framework. This has been supported by enhanced governance

oversight, internal risk assessments, targeted control testing and monitoring during the separation and

stabilisation phase and internal audit in 2025.

In 2026, the Company will focus on the implementation and stabilisation of controls, considering the

Company’s risk appetite and strategic objectives; and will also address the requirements of Provision

29 of the UK Corporate Governance Code.

Statement by the Board

The Board recognises that internal risk management and control systems are subject to inherent

limitations and cannot provide absolute assurance that all risks have been identified or effectively

managed. The level of assurance provided is influenced by factors including the Company’s risk

appetite, the complexity and maturity of its operations, external dependencies and the dynamic

business environment. Certain risks therefore remain outside the Company’s direct control.

The principal risks the Company faces, the Company’s risk management framework and risk appetite

are described in the Risk Management section of this Management Report.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

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Directors Responsibility Statement

Each of the Directors confirms that, to the best of their knowledge:

•

the 2025 TMICC Annual Report, taken as a whole, is fair, balanced and understandable, and

provides the information necessary for shareholders to assess the Company’s position and

performance, business model and strategy;

•

the Financial Statements which have been prepared in accordance with International Financial

Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB),

and EU-adopted international accounting standards give a true and fair view of the assets,

liabilities, financial position and profit or loss of the Company and the undertakings included

in the consolidation taken as a whole; and

•

the Management Report includes a fair review of the development and performance of the

business and the position of TMICC and the undertakings included in the consolidation taken

as a whole, together with a description of the principal risks and uncertainties that they face.

The Directors and their roles are listed on pages 45 to 47. Josh Frank was not a Director as at

31 December 2025. He was appointed to the Board on 16 March 2026 and will assume

responsibility for the 2026 Annual Report.

Going concern

The Company remains committed to further strengthening its risk management and internal control

framework in line with the best applicable practice, particularly in the jurisdictions where it is listed,

recognising that such systems are designed to provide reasonable and/or limited, but not absolute,

assurance.

The Company’s risk management framework and related Board statements provide governance

context for the external auditor’s risk assessment, while the audit approach remains independently

determined in accordance with applicable auditing standards.

This statement should not be interpreted as a statement made in response to the requirements of the

US Sarbanes-Oxley Act (SOX).

Internal control framework and carve-out considerations

During the preparation of the 2024 Combined Carve-Out Financial Statements, a material

weakness was identified within the Unilever Group’s internal control over financial reporting (ICFR)

because a small number of control activities were not precise enough to prevent or detect all material

misstatements. As a result of this material weakness, two material misstatements were not detected

during the preparation of the 2024 Combined Carve-Out Financial Statements, though these

misstatements were detected and corrected prior to the finalisation of the 2024 Combined Carve-Out

Financial Statements. The control weaknesses related specifically to the process to prepare the 2024

Combined Carve-Out Financial Statements and Condensed Combined Financial Statements.

Management Report

Management Report

Financial Statements

Sustainability Statements

Further Information

Financial

Statements

Consolidated financial statements

Notes to the consolidated financial statements

Company financial statements

Notes to the Company financial statements

Management Report

Sustainability Statements

Further Information

Financial Statements

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Consolidated

financial statements

Consolidated income statement

for the year ended 31 December

In millions of €

Notes

2025

2024

2023

Revenue

2

Operating Profit

2

Net finance costs

5

- Pensions and similar obligations

- Finance income

- Finance costs

Net monetary gain/(loss) arising from

hyperinflationary economies

1

Profit before taxation

Taxation

6A

Net profit

Attributable to:

- Non-controlling interests

- Shareholders of the Company

Earnings per share, in €

7

Basic earnings per share

Diluted earnings per share

Consolidated statement of comprehensive income

for the year ended 31 December

In millions of €

Notes

2025

2024

2023

Net profit

Other comprehensive income

6C

Items that will not be reclassified to profit or loss, net of tax:

- Remeasurement of defined benefit pension plans

Items that may be reclassified subsequently to profit

or loss, net of tax:

- Gains/(losses) on cash flow hedges

- Currency retranslation gains/(losses)

Total comprehensive income

Attributable to:

- Non-controlling interests

- Shareholders’ equity

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Consolidated statement of changes in equity

for the year ended 31 December

In millions of €

Invested

capital

Share

capital

Share

premium

Retained

earnings

Other

reserves

Total

shareholders’

equity

(h)

Non-

controlling

interests

Total

equity

1 January 2023

-

-

-

178

1,953

25

1,978

Profit or loss for the period

(a)

492

-

-

-

-

492

17

509

Other comprehensive income, net of tax:

- Cash flow hedges gains/(losses)

-

-

-

-

2

2

-

2

- Remeasurement of defined benefit pension plans

-

-

-

-

-

-

-

-

- Currency retranslation gains/(losses)

(c)

-

-

-

-

(49)

(49)

(1)

(50)

Total comprehensive income/(loss)

492

-

-

-

(47)

445

16

461

Share-based payment credit

(d)

20

-

-

-

-

20

-

20

Other transactions with Unilever

(e)

92

-

-

-

-

92

-

92

Transactions with owners of the non-controlling interests

(e)

-

-

-

-

-

-

(16)

(16)

31 December 2023

-

-

-

131

2,510

25

2,535

Profit or loss for the period

(a)

579

-

-

-

-

579

16

595

Other comprehensive income, net of tax:

- Cash flow hedges gains/(losses)

-

-

-

-

88

88

-

88

- Remeasurement of defined benefit pension plans

-

-

-

-

38

38

-

38

- Currency retranslation gains/(losses)

(c)

-

-

-

-

136

136

1

137

Total comprehensive income/(loss)

579

-

-

-

262

841

17

858

Share-based payment credit

(d)

32

-

-

-

-

32

-

32

Other transactions with Unilever

(e)

(594)

-

-

-

-

(594)

-

(594)

Transactions with owners of the non-controlling interests

(e)

-

-

-

-

-

-

(19)

(19)

Dividends paid to non-controlling interests

(11)

-

-

-

-

(11)

-

(11)

31 December 2024

-

-

-

393

2,778

23

2,801

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In millions of €

Invested

capital

Share

capital

Share

premium

Retained

earnings

Other

reserves

Total

shareholders’

equity

(h)

Non-

controlling

interests

Total

equity

31 December 2024

-

-

-

393

2,778

23

2,801

Profit or loss for the period

(a)

480

-

-

(187)

-

293

14

307

Other comprehensive income, net of tax:

- Cash flow hedges gains/(losses)

-

-

-

-

(81)

(81)

-

(81)

- Remeasurement of defined benefit pension plans

(b)

108

-

-

8

(70)

46

-

46

- Currency retranslation gains/(losses)

(c)

-

-

-

-

(235)

(235)

(3)

(238)

Total comprehensive income/(loss)

588

-

-

(179)

(386)

23

11

34

Share-based payment credit

(d)

28

-

-

7

-

35

-

35

Dividends paid to non-controlling interests

-

-

-

-

-

-

(9)

(9)

Hedging gain/(loss) transferred to non-financial assets

-

-

-

-

(31)

(31)

-

(31)

- Dividends paid to Unilever

(83)

-

-

-

-

(83)

-

(83)

- Other transactions with Unilever

(e)

(2,495)

-

-

-

-

(2,495)

-

(2,495)

- Transactions with owners of the non-controlling interests

(e)

-

-

-

-

-

-

(17)

(17)

- Deferred tax recognition on Separation

(f)

398

-

-

-

-

398

-

398

Share issuance and formation of TMICC N.V.

(g)

(821)

2,143

5,798

-

(7,120)

-

-

-

31 December 2025

2,143

5,798

(172)

(7,144)

625

8

633

(h) In 2023 and 2024 in the Combined Carve-out Financial Statements this was referred to as Net Parent Investment.

The Magnum Ice Cream Company

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Consolidated balance sheet

for the year ended 31 December

In millions of €

Notes

31 Dec 2025

31 Dec 2024

Assets

Non-current assets

Goodwill

8

510

585

Intangible assets

8

731

793

Property, plant and equipment

9

2,306

2,355

Pension asset for funded schemes in surplus

4B

78

-

Deferred tax assets

6B

520

130

Other non-current assets

10

186

29

Total non-current assets

4,331

3,892

Current assets

Inventories

11

873

920

Trade and other current receivables

12

1,790

635

Current tax assets

45

4

Cash and cash equivalents

16A

441

70

Other financial assets

8

-

Total current assets

3,157

1,629

Total assets

7,488

5,521

In millions of €

Notes

31 Dec 2025

31 Dec 2024

Liabilities

Non-current liabilities

Financial liabilities

14C

3,311

248

Pensions and post-retirement healthcare liabilities:

- Funded schemes in deficit

4B

1

6

- Unfunded schemes

4B

75

92

Provisions due after more than one year

18

31

39

Deferred tax liabilities

6B

206

298

Other non-current liabilities

13

124

8

Total non-current liabilities

3,748

691

Current liabilities

Financial liabilities due within 1 year

14C

105

85

Trade payables and other current liabilities

13

2,921

1,818

Current tax liabilities

42

24

Provisions

18

39

102

Total current liabilities

3,107

2,029

Total liabilities

6,855

2,720

Equity

14B

Shareholders' equity

625

2,778

Non-controlling interest

8

23

Total equity

633

2,801

Total liabilities and equity

7,488

5,521

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Consolidated cash flow statement

for the year ended 31 December

In millions of €

Notes

2025

2024

2023

Net Profit

307

595

509

Taxation

6

140

152

203

Net monetary (gain)/loss arising from

hyperinflationary economies

1

31

-

10

Net Finance Costs

5

121

17

20

Operating Profit

- Depreciation, amortisation and impairment

338

376

357

- Non-cash charge for share-based compensation

35

32

20

- Elimination of (profits)/losses on disposals

15

-

7

Changes in working capital

:

(231)

70

56

- Inventories

(49)

3

54

- Trade and other receivables

(1,514)

41

30

- Trade payables and other liabilities

1,332

26

(28)

Pensions and similar obligations less payments

(34)

(34)

(30)

Provisions less payments

(73)

41

(14)

Other adjustments

-

4

6

Cash flow from operating activities

Income tax paid

(166)

(140)

(230)

Net cash flow from operating activities

In millions of €

Notes

2025

2024

2023

Interest Received

15

2

1

Purchase of intangible assets

(3)

-

(2)

Purchase of property, plant and equipment

(357)

(321)

(278)

Disposal of property, plant and equipment

30

22

27

Acquisition of businesses, net of cash

-

(61)

(604)

Disposal of other non-current investments

-

(1)

2

Net cash flow from/(used in) investing activities

Dividends paid to Unilever

(83)

(11)

-

Interest paid

(130)

(13)

(10)

Additional financial liabilities

3,078

2

-

Repayment of financial liabilities

-

-

(3)

Lease payments

(56)