tm2515841-10_20fr12b - none

TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on November 4, 2025.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

☒

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:

The Magnum Ice Cream Company B.V.*

(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Reguliersdwarsstraat 63
1017 BK Amsterdam
The Netherlands
(Address of principal executive offices)

Vanessa Vilar
Chief Legal Officer
Reguliersdwarsstraat 63
1017 BK Amsterdam
The Netherlands
vanessa.vilar@magnumicecream.com
+31 61 158 5067
(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person)

Copies to:

Michael Z. Bienenfeld
Igor Rogovoy
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
+44 20 7456 3660

Securities registered or to be registered pursuant to Section 12(b) of the Act:

	Title of each class			Trading symbol(s)			Name of each exchange on which registered
	Ordinary Shares, nominal value of €1.00 per share1			MICC			New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

This registration statement shall hereafter become effective in accordance with the provisions of Section 12(b) of the Securities Exchange Act of 1934.

With effect prior to the Demerger and as at Admission, it is expected that the Company’s Ordinary Shares will have a nominal value of €3.50 each.

The Magnum Ice Cream Company B.V. is the registrant filing this registration statement with the Securities and Exchange Commission. Shortly prior to Admission (as defined herein), the Company will be converted into a public company with limited liability under the laws of the Netherlands and renamed The Magnum Ice Cream Company N.V. Following the Demerger (as defined herein), The Magnum Ice Cream Company N.V. will be the ultimate holding company of the Group (as defined herein). The securities issued to investors in connection with the Demerger will be ordinary shares registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

TABLE OF CONTENTS

LETTER FROM THE CHAIR

The Magnum Ice Cream Company N.V. (“TMICC”)

Dear Shareholder,

The publication of this document marks a significant milestone in our journey as a company. Upon completion of the demerger from Unilever, we will begin a new chapter as The Magnum Ice Cream Company — an independent, global leader in ice cream with a legacy of delighting consumers for over a century.

Our mission is simple yet powerful: to turn everyday moments into lasting memories. As the world’s largest independent pure-play ice cream company, we will be uniquely positioned to focus our energy and investment on this mission. We will move faster, innovate more boldly, and empower our teams to act with agility and ownership. This is not just a structural shift — it is a cultural one that will unlock the next chapter of growth.

TMICC is not just a business — it is also the home of entrepreneurs and brand-builders. Our culture is rooted in entrepreneurial spirit and creative ambition. From the bold vision behind Magnum’s indulgent positioning; to Ben & Jerry’s unique three-part mission, balancing product excellence, sustainable financial growth, and progressive social impact; to the universal appeal of Cornetto’s iconic cone; and to the everyday joy delivered by our Heartbrand family, our portfolio reflects a deep understanding of what makes ice cream special. We are committed to creating magical moments and memories that bring people together around the world — and, in doing so, delivering commercial success for our shareholders.

Unilever announced its intention to separate its ice cream business in March 2024, borne out of a fundamental re-think of the business as an independent category champion, with a fit-for-purpose operating model and a strategic framework to deliver sustainable value to all stakeholders. Today, we are highly encouraged by the progress we have made so far and look ahead to the future with confidence.

At the heart of our growth agenda are our world-class RD&I capabilities and culture of innovation. Inheriting a century of history of defining the global ice cream market through bold innovations, our global and regional teams are driving breakthrough product development and market expansion, enabling us to respond quickly to consumer trends and unlock new growth opportunities across formats, occasions, and geographies.

To support our transformation, strengthen our profitability and enable re-investment, we are delivering a productivity programme targeting approximately €500 million in savings over the medium term. This programme is well underway to unlock efficiency through optimising our supply chain, right-sizing overheads, and adopting the right technology, each of which are already delivering visible improvements in margin and operational agility, with more to come.

The opportunity we have is significant. Ice cream is a category rich with emotion, indulgence, and growth potential. With our scale, multiple billion-dollar brand equities and global reach, we are strongly placed to lead the category into a next era, expanding into new markets, formats, and experiences. We will do so with discipline, creativity, and a relentless focus on value creation — the Ice Cream Way.

It is an honour to write to you today as Chair of TMICC. I am excited by the opportunity to help shape the future of this remarkable business with so much future potential. Ice cream is a category that brings joy to millions every day, and TMICC is uniquely positioned to lead with creativity, purpose and performance.

We are grateful to Unilever for its stewardship and support throughout this transition. To our shareholders, thank you for your trust and belief in our vision.

We are excited to build TMICC into the world’s most admired ice cream company — and a world-class, independent business — one scoop at a time.

Yours sincerely,

Jean-François van Boxmeer
Chair

TABLE OF CONTENTS

INTRODUCTION AND USE OF CERTAIN TERMS

As used in this registration statement, references to “the Company” are to The Magnum Ice Cream Company B.V. Shortly prior to Admission (as defined herein), the Company will be converted into a public company with limited liability under the laws of the Netherlands and renamed The Magnum Ice Cream Company N.V. Following the Demerger (as defined herein), The Magnum Ice Cream Company N.V. will be the ultimate holding company of the Group (as defined herein).

References to “euro” and “€” are to the common currency of the European Monetary Union, reference to “Pounds Sterling”, “pence”, “£” or “p” are to the lawful currency of the United Kingdom and references to “USD”, “$”, “US dollar”, or “cents” are to the lawful currency of the United States.

The Company has prepared this registration statement to register the ordinary shares in the capital of the Company (the “Shares”) under the United States Securities Exchange Act of 1934 (the “US Exchange Act”), in connection with the listing and trading of the Shares on the New York Stock Exchange (“NYSE”) as a result of the Demerger (as defined herein). As of the date of this registration statement, the issued share capital of the Company comprises 50,000 shares with a nominal value of €1.00 each. As at Admission, it is expected that the Company’s authorised share capital will amount to €7,875,000,000.00 divided into 2,250,000,000 Shares with a nominal value of €3.50 each. As at Admission, it is expected that the Company’s issued share capital will comprise 612,259,739 Shares with a nominal value of €3.50 each.

The Company is furnishing this registration statement solely to provide information to holders of ordinary shares of Unilever (as defined below) (“Unilever Shares”) and holders of American depositary shares of Unilever (“Unilever ADSs”), who will receive the Shares as part of the Demerger. You should not construe this registration statement as an inducement or encouragement to buy, hold or sell any of the Company’s securities or any securities of Unilever. The Company believes that the information contained in this registration statement is accurate as of the date set forth on the cover. Changes to the information contained in this registration statement may occur after that date, and neither the Company nor Unilever undertakes any obligation to update the information except in the normal course of its public disclosure obligations and practices.

In addition, unless otherwise indicated or the context otherwise requires, the following definitions apply throughout this registration statement:

	“Admission”			the admission of all of the Shares to listing and trading on the NYSE;
	“Board”			the board of directors of the Company;
	“Combined Carve-Out Financial Statements”			the audited combined carve-out financial information of the Group as of and for the financial years ended 31 December 2024, 31 December 2023 and 31 December 2022, and as of 1 January 2022;
	“Condensed Combined Carve-Out Financial Statements”			the unaudited condensed combined carve-out financial statements of the Group for the first half ended 30 June 2025;
	“CREST”			the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear UK;
	“Demerger”			the demerger of the Ice Cream Business, to be effected by way of the Demerger Dividend to be satisfied by the transfer of the entire issued share capital of Magnum Holdco from Unilever to the Company in consideration for the issuance by the Company of Shares to each Unilever Shareholder and Unilever ADS Holder at the Record Time in proportion to their holding;

TABLE OF CONTENTS

	“Demerger Dividend”			the interim in specie dividend proposed to be declared by the board of Unilever;
	“Demerger Effective Time”			the time at which the Demerger becomes effective, to be announced by the Company;
	“DI”			a depository interest;
	“Directors”			the directors of the Company (including, where relevant, Josh Frank as a prospective director of the Company);
	“EEA”			the European Economic Area;
	“ESCC”			the Equity Shares (Commercial Companies) category of the Official List of the FCA;
	“EU Member State” or “Member State”			a member state of the European Union;
	“FCA”			the UK Financial Conduct Authority;
	“Financial Statements”			the Combined Carve-Out Financial Statements and the Condensed Combined Carve-Out Financial Statements;
	“Group”			(i) prior to 1 July 2025 (being the principal date for completion of the Reorganisation), the Ice Cream Business; (ii) from 1 July 2025 and prior to the Demerger, the Magnum Holdco Group; and (iii) following the Demerger and Admission, the Company and its consolidated subsidiaries. References to a “Group Company” mean any one member of the Group, in each case as the context may require;
	“GTSA”			the global transitional services agreement to be entered into following the Reorganisation between Unilever Europe Business Center B.V. and Magnum ICC Global Services B.V.;
	“Ice Cream Business”			the business to be separated from the Unilever Group with respect to: • the researching and developing of ice cream products; • the franchising of operations related to the marketing, distribution and sale of ice cream products; • the marketing, distributing and selling of ice cream products; • the ownership, maintenance, sale, distribution, lending and/or leasing of ice cream freezer cabinets; and • the manufacturing, procuring, producing, packaging, packing and storage of ice cream products;
	“IFRS”			International Financial Reporting Standards;
	“LSE”			the London Stock Exchange plc or the market conducted by it, as the context requires;
	“Magnum Holdco”			The Magnum Ice Cream Company HoldCo Netherlands B.V.;
	“Magnum Holdco Group”			Magnum Holdco, Magnum ICC US HoldCo, LLC and each of their respective subsidiaries from time to time and PT Unilever Indonesia Tbk (in respect of the Ice Cream Business operated by it), and “Magnum Holdco Group Company” means any one of them;
	“Main Market”			the LSE’s main market for listed securities;

TABLE OF CONTENTS

	“Record Time”			the record time for the Demerger Dividend, to be announced by the Company;
	“Reorganisation”			the legal separation of the Ice Cream Business, which will be achieved through: (i) the incorporation and reorganisation of the Group Companies to form a stand-alone group of companies within the wider Unilever Group; and (ii) the transfer by the Unilever Group of those assets (including intellectual property rights) and liabilities that comprise the Ice Cream Business to the Group (as further described herein);
	“SEC”			the US Securities and Exchange Commission;
	“Sponsors’ Agreement”			the sponsors’ agreement to be entered into prior to Admission between the Company and the Financial Advisers and Joint Sponsors;
	“Tax Opinion”			opinion of Unilever’s tax adviser, Linklaters LLP;
	“Unilever”			Unilever PLC, a public limited company incorporated and registered in England and Wales with registration number 00041424 and its registered office address at Port Sunlight, Wirral, Merseyside CH26 4ZD;
	“Unilever ADS Holder”			a holder of Unilever ADSs as at the Record Time;
	“Unilever ADS Programme”			the American Depositary Share programme operated by Unilever in respect of certain Unilever Shares from time to time;
	“Unilever Group”			Unilever and its consolidated subsidiaries;
	“Unilever Shareholder”			a holder of Unilever Shares who is registered on the Unilever register of members at the Record Time, but excluding (i) Unilever itself in respect of Unilever shares held in treasury and (ii) Deutsche Bank Trust Company Americas in its capacity as depositary bank under the Unilever ADS Programme;
	“United Kingdom” or “UK”			the United Kingdom of Great Britain and Northern Ireland;
	“United States” or “US”			the United States of America;
	“United States Internal Revenue Code” or “Code”			the U.S. Internal Revenue Code of 1986;
	“US Exchange Act”			the U.S. Securities Exchange Act of 1934;
	“US Securities Act”			the U.S. Securities Act of 1933; and
	“US Transfer Agent”			Computershare Trust Company, N.A.

vii

TABLE OF CONTENTS

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Information

The financial information contained in this registration statement includes: (i) the audited combined carve-out financial information of the Group as of and for the financial years ended 31 December 2024 (“FY2024”), 31 December 2023 (“FY2023”) and 31 December 2022 (“FY2022”), and as of 1 January 2022 (the “Combined Carve-Out Financial Statements”); (ii) the unaudited condensed combined carve-out financial information of the Group as of and for the first half ended 30 June 2025 (“HY2025”) and 30 June 2024 (“HY2024”) (the “Condensed Combined Carve-Out Financial Statements” and, together with the Combined Carve-Out Financial Statements, the “Financial Statements”); and (iii) the unaudited pro forma combined carve-out financial information as of and for HY2025 and FY 2024 illustrating the estimated effects of the Demerger on the Group (the “Unaudited Pro Forma Combined Carve-Out Financial Information”).

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and as issued by the International Accounting Standards Board (“IASB”).

The Combined Carve-Out Financial Statements have been audited by KPMG LLP (“KPMG”), an independent registered public audit firm whose registered address is at 15 Canada Square, Canary Wharf, E14 5GL London, United Kingdom. KPMG LLP is a member of the Institute of Charted Accountants of England and Wales.

The Condensed Combined Carve-Out Financial Statements have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union and as issued by the IASB.

The unaudited pro forma income statements of the Group have been prepared to illustrate the impact of the Demerger on the income statement of the Group as if it had taken place on 1 January 2024. The unaudited pro forma balance sheet of the Group has been prepared to illustrate the impact of the Demerger on the net assets of the Group as if it had taken place on 30 June 2025.

Basis of Preparation

The Financial Statements have been prepared on a combined carve-out basis from Unilever’s consolidated financial statements on a going concern basis and under the historical cost convention, for FY2024, FY2023, FY2022, HY2025 and HY2024. Unilever’s consolidated financial statements were prepared in accordance with IFRS as adopted by the United Kingdom and as issued by the IASB and Unilever’s condensed consolidated financial statements were prepared in accordance with IAS 34 as issued by the IASB.

Historically, the Group’s business was conducted through separate legal entities within the holding structure of Unilever. The Group did not exist as a single reporting group and no (statutory) consolidated financial statements were prepared previously.

The Financial Statements do not necessarily reflect the Group’s financial position, results of operations or cash flows had it been a separate entity, or the future results of the Group as it will exist upon completion of the Demerger, given it was not an independently operating business during the periods covered by the Financial Statements.

Non-IFRS Measures

Certain discussions and analyses set out in this registration statement include measures that are not defined under IFRS. Management believes this information, along with comparable IFRS financial measurements, is useful to investors because it provides a basis for measuring the Group’s operating performance. The Group’s management uses these financial measures, along with the most directly comparable IFRS financial measures, in evaluating the Group’s operating performance and value creation. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. Wherever appropriate and practical, reconciliations to comparable IFRS financial measures are provided. For the explanation and a reconciliation of the closest measures prepared in accordance with IFRS to the applicable non-IFRS financial measures, see in “Item 5. Operating and Financial Review—5.A. Operating

viii

TABLE OF CONTENTS

Results—Description of Non-IFRS Financial Measures” and “Item 5. Operating and Financial Review—5.A. Results of Geographical Operating Segments—Reconciliation of Non-IFRS Financial Measures”.

Rounding and Negative Amounts

Certain figures in this registration statement, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them.

In preparing the financial information included in this registration statement, most numerical figures are presented in millions of euro. For the convenience of the reader of this registration statement, certain numerical figures in this registration statement are rounded to the nearest million. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them.

The percentages (as a percentage of revenue and period-on-period percentage changes) presented in the textual financial disclosure in this registration statement are derived directly from the financial information included elsewhere in this registration statement. Such percentages may be computed on the numerical figures expressed in millions of euro. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this registration statement.

In tables, negative amounts are shown in parentheses. Otherwise, negative amounts are shown by “-“ or “negative” before the amount.

Controls over the Preparation of the Combined Carve-Out Financial Statements

The Unilever Group has established internal controls over financial reporting to prevent or detect material misstatements in the context of the Unilever Group’s consolidated financial statements. Given the demerger of the Ice Cream Business, additional controls were implemented in anticipation of the preparation of the Combined Carve-Out Financial Statements and the much lower materiality threshold applicable to the Ice Cream Business. As part of the preparation of the Combined Carve-Out Financial Statements, a material weakness was identified 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 Combined Carve-Out Financial Statements, though these misstatements were detected and corrected prior to the finalisation of the Combined Carve-Out Financial Statements.

The control weaknesses related specifically to the process to prepare the Combined Carve-Out Financial Statements and Condensed Combined Carve-Out Financial Statements. On 1 July 2025, the Ice Cream Business was largely internally separated into dedicated legal entities such that the financial statements will be consolidated from those entities instead of carved-out from comingled Unilever legal entities, and those controls will no longer be relevant or required. The Group is in the process of designing and implementing appropriate internal controls and processes to ensure compliance with the financial reporting and disclosure requirements applicable in each of the jurisdictions in which it will be listed. Accordingly, it is not expected this material weakness will continue once the appropriate internal controls and processes have been implemented as noted above. For the avoidance of doubt, these findings were specific to the carve-out process and to the lower materiality pertaining to the Ice Cream Business, and did not represent a weakness in the Unilever Group control framework.

Unilever’s Interest in the Company

As of 29 October 2025 (the “Latest Practicable Date”), the Unilever Group’s 100 per cent. interest in the Company is held by Unilever International Holdings B.V., a wholly-owned subsidiary of Unilever PLC, representing 100 per cent. of the voting rights in the Company.

Immediately following Admission, it is anticipated that Unilever will hold (directly or indirectly) an interest of approximately 19.9 per cent. in the Company.

TABLE OF CONTENTS

No Incorporation of Website Information

Other than in the case of hyperlinks to documents which are to be incorporated by reference into this Registration Statement, the contents of any website mentioned in this registration statement or any website, directly or indirectly, linked to these websites have not been verified and do not form part of this registration statement, and information contained therein should not be relied upon.

Market and Industry Data

This registration statement includes estimates regarding market and industry data. Unless the source is otherwise stated, information concerning the ice cream industry and the geographic markets in which the Group operates, including its general expectations, market position and market opportunity, are based on the Group’s estimates and analyses, using underlying data from independent third parties. Such data includes market research, consultant surveys, publicly available information and industry publications and surveys, as well as the Group’s own proprietary data. Estimates based on this data involve risks and uncertainties and are subject to change based on various factors. This registration statement includes information and estimates that are derived from the following third-party sources:

•

BartChart, ICE NY Cocoa futures, January 2025;

•

Euromonitor, Fridge Freezer volumes, 2010 – 2024, February 2025;

•

Euromonitor, Fridge Freezer penetration, 2018 – 2024, February 2025;

•

Euromonitor, Ice Cream, Retail and Foodservice per country data, 2010 – 2024, February 2025;

•

Euromonitor, Ice Cream Retail by Channel per country data, 2010 – 2024, February 2025;

•

Euromonitor, Ice Cream, Retail — E-commerce per country data, 2010 – 2024, February 2025;

•

EvaluatePharma, GLP-1 forecast, Q3 2024;

•

Flywheel Edge, Ice Cream GMV per country, 2018 – 2029, October 2024;

•

GlobalData, Ice Cream, Foodservice — Product by Channel, 2013 – 2024, January 2025;

•

GlobalData, Ice Cream, Retail — Segment Insights, 2013-2024, extracted January 2025;

•

International Monetary Fund, World Economic Outlook Database, GDP 2010 – 2029, Population 2010-2029, October 2024;

•

International Monetary Fund, World Economic Outlook Database, Population 2010 – 2029, October 2024; and

•

The No-Hunger Games: How GLP-1 Medication Adoption is Changing Consumer Food Purchases, 27 December 2024.

Statements based on the Group’s own estimates, insights, opinions or proprietary information contain words such as “believe”, “expect” and “see” and as such do not purport to cite, refer to or summarise any independent third-party source, and should not be so read.

In some cases, statements relating to the value of the Group’s markets, market size or market position have been made on the basis of retail sales to consumers in relevant geographical markets in 2024, as reported by:

•

Euromonitor Snacks 2026 edition, Retail Value Sales at retail selling prices;1

•

NIQ FY24 Data at retail selling prices; and

•

Circana CY’24 Sales.

Retail Value Sales in this Registration Statement are expressed as retail selling prices (“RSP”) or manufacturing selling prices, per Euromonitor’s methodology. RSP is the retail selling price (i.e. sales at end price to consumers), inclusive of all retailer and wholesaler mark-ups and any applicable sales tax (except in the US and Canada) and excise taxes. Manufacturing selling price refers to the ex-factory price charged by manufacturers, excluding sales tax, VAT, and retailer and wholesaler mark-ups.

TABLE OF CONTENTS

Where information is cited directly to a specific third-party source, this indicates that the information has been replicated in this document without adjustment by the Company. Where information is cited to Company analysis based on a specific third-party source, this indicates that the Company has applied some level of analysis to the relevant source in order to substantiate the relevant statement. For example, when relying upon data provided by Euromonitor’s 2024 RSP Sales at retail selling prices, the Group has adjusted the data to reflect the true economic ownership of manufacturing in each market where a competing brand has split ownership globally between multiple economic owners. In some instances, however, brands are owned by one company and licensed to another company which receives the majority of the economic benefit. Therefore, when relying upon data provided by Euromonitor’s 2024 RSP Sales at retail selling prices, the Group has adjusted the data to reflect the true economic ownership of manufacturing in each market where a competing brand has split ownership globally between multiple economic owners through the use of licensing arrangements. The Group believes this provides a more accurate picture of its position in a given market because the data more accurately attributes sales to the company receiving the economic benefit of the sales attributable to a brand in a specific region. Similarly, where data is based on manufacturing selling prices, the Group has converted this data to retail selling prices, which is the basis on which it normally analyses its geographic markets.

The Group confirms that all third-party information contained in this registration statement has been accurately reproduced and, as far as the Group is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information provided inaccurate or misleading. Where third-party data has been used in this registration statement, the source of such information has been identified. Industry publications and market studies generally state that their information is obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections that they contain are based on a number of significant assumptions. The Group believes that such industry statistics and market data are true, but it has not independently verified the information or any of the underlying assumptions.

Data regarding the various markets and geographies in which the Group competes and its market position and market share within these markets and geographies are inherently imprecise and are subject to significant business, economic and competitive uncertainties, but the Group believes they generally indicate its size, position and market share. In addition, assumptions and estimates of the Group’s and the Group’s markets’ and geographies’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause the Group’s future performance to differ materially from its assumptions and estimates.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement may contain forward-looking statements, including forward-looking statements concerning the financial condition, results of operations and businesses of the Group. All statements other than statements of historical fact are, or may deemed to be, forward-looking statements. Words such as “will”, “aim”, “expects”, “anticipates”, “intends”, “looks”, “believes”, “vision”, “ambition”, “target”, “goal”, “plan”, “potential”, “work towards”, “may”, “milestone”, “objectives”, “outlook”, “probably”, “project”, “risk”, “seek”, “continue”, “projected”, “estimate”, “achieve” or the negative of these terms, and other similar expressions of future performance or results and their negatives, are intended to identify such forward-looking statements. Forward-looking statements also include, but are not limited to, statements and information regarding the Group’s future financial performance, the Group’s supply chain transformation programme, and emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated therewith). These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group’s control, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements included in this Registration Statement include those discussed in “Risk Factors”, such as:

•

the Group’s global brands not meeting consumer preferences;

•

the Group’s ability to innovate and remain competitive;

•

the Group’s investment choices in its portfolio management;

•

the effect of climate change on the Group’s business;

•

significant changes or deterioration in customer relationships;

•

the recruitment and retention of talented employees;

•

disruptions in the Group’s supply chain and distribution;

•

risks relating to the GTSA and the Group’s reliance on the Unilever Group;

•

increases or volatility in the cost of raw materials and commodities;

•

the Group’s ability to maintain secure and reliable IT infrastructure;

•

economic, social and political risks and natural disasters;

•

financial risk; and

•

the Group’s management of regulatory, tax and legal matters.

The forward-looking statements are based on the Group’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Group. Forward-looking statements are not predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to the Group. If a change occurs, the Group’s business, financial condition, liquidity and results of operations may vary materially from those expressed in its forward-looking statements.

The forward-looking statements speak only as of the date of this registration statement. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over time, and it is not possible for the Group to predict those events or how they may affect it. In addition, the Group cannot assess the impact of each

xii

TABLE OF CONTENTS

REORGANISATION AND DEMERGER

Introduction

On 19 March 2024, Unilever announced a proposal to separate its Ice Cream Business into an independent group with the goal of setting the Ice Cream Business up for success and offering the best opportunity for its future growth. After a review of separation options, on 13 February 2025 Unilever announced that such separation would take place by way of the Demerger, and that the Company would seek listings on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange.

Reorganisation

Establishment of the Group

In preparation for the Demerger, the Ice Cream Business was legally separated from the other parts of the Unilever Group. On completion of the Demerger, the Company will become the holding company of the Group. This section describes in more detail the steps taken to achieve this legal separation and the steps that have been and will be taken to carry out the Demerger.

This legal separation has been achieved through: (i) the incorporation and reorganisation of the Group Companies to form a stand-alone group of companies within the wider Unilever Group; and (ii) the transfer by the Unilever Group of those legal entities, assets (including intellectual property rights) and liabilities that comprise the Ice Cream Business to the Group (as further described below) (the “Reorganisation”). In the period between 1 July 2025 (being the principal date on which the Reorganisation was completed) and the date of this registration statement, members of the Unilever Group and the Group have entered into a number of transitional arrangements pursuant to which both corporate groups will provide certain services to the other, including the Global Transitional Services Agreement (the “GTSA”), which has an effective date of 1 July 2025, and operating model agreements (the “Local OMAs”). In certain territories it has been necessary for the relevant local separation to be deferred until after 1 July 2025 (as further described below).

The structure chart below shows the simplified structure of the Group expected at Admission:

xiv

TABLE OF CONTENTS

Notes:

(1)

The Company was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. Shortly prior to Admission, the Company will be converted into a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands and renamed The Magnum Ice Cream Company N.V.

(2)

All lines denote 100 per cent. ownership other than with respect to “Group Companies” which includes some companies in which third parties hold an ownership interest.

(3)

Jurisdiction of incorporation has been indicated following company names.

(4)

Simplified structure chart: some holding companies have been omitted.

Overview

Prior to the Reorganisation, the Ice Cream Business was owned by legal entities within the Unilever Group. The purpose of the Reorganisation was to legally separate the Ice Cream Business from other parts of the Unilever Group (notwithstanding the operation of the GTSA and Local OMAs), so that the Group owns the relevant legal entities, assets (including intellectual property rights) and liabilities that comprise the Ice Cream Business. In each relevant territory, the Reorganisation was implemented on or prior to 1 July 2025, save in respect of certain territories in which the Reorganisation was or will be implemented subsequent to such date (as further described below).

The Reorganisation was undertaken in three principal ways:

•

in territories where the Ice Cream Business was conducted by one or more members of the Unilever Group (such members, “Unilever Group Companies”) that conducted substantial business other than the Ice Cream Business (such as the manufacture, distribution and sale of products other than ice cream products in that territory (each an “Asset Sale Territory”)), such Unilever Group Companies transferred those assets that they owned which exclusively related to the Ice Cream Business, as well as related liabilities (subject to specific exclusions) to a Group Company. Transfers of the relevant assets and liabilities in the Asset Sale Territories were completed by way of either a statutory transfer mechanism (such as a demerger or scheme of arrangement) governed by the law of the relevant territory or a contractual transfer. Completion of the asset transfers principally took place on or before 1 July 2025, save for: (i) any assets for which the formalities of transfer meant that such transfer could only complete after 1 July 2025; (ii) certain Asset Sale Territories in which all or part of the transfer of the relevant assets completed between 1 July 2025 and the date of this registration statement; and (iii) the Deferred Territories, details of which are described below;

•

in territories where the Ice Cream Business was conducted by a Unilever Group Company (or several Unilever Group Companies) that conducted no, or only limited, business other than Ice Cream Business (the “Share Sale Territories”), the entire share capital of that legal entity (or legal entities) was transferred to a Group Company either directly pursuant to a contractual transfer or via a series of distributions and transfers between certain Unilever Group Companies and Group Companies. Where the relevant legal entity carried on a material amount of business other than Ice Cream Business, the assets and liabilities relating to that other business were transferred to another Unilever Group Company before the share capital of that legal entity was transferred to a Group Company. Completion of the transfers of the share capital held by the relevant Unilever Group Companies took place on or before 1 July 2025, save for certain Share Sale Territories in which the transfer of the relevant share capital completed between 1 July 2025 and the date of this registration statement; and

•

in territories where the Ice Cream Business was conducted by more than one Unilever Group Company, with some legal entities conducting no, or only limited business other than Ice Cream Business and other legal entities conducting Ice Cream Business as well as a substantial amount of non-Ice Cream Business (“Mixed Sale Territories”), the legal entities that conducted substantial business other than Ice Cream Business were treated in the way described above for legal entities in Asset Sale Territories, and legal entities that conducted no, or only limited business other than Ice Cream Business were treated in the way described above for legal entities in Share Sale Territories. Completion of the transfers in the Mixed Sale Territories took place on or before 1 July 2025, save for certain Mixed Sale Territories in which all or part of the relevant transfer completed between 1 July 2025 and the date of this registration statement.

TABLE OF CONTENTS

No Ice Cream Business in Russia was transferred to the Group pursuant to the Reorganisation, Unilever having disposed of its businesses in Russia in 2024.

The consideration payable by the relevant Group Companies to the relevant Unilever Group Companies arising from the Reorganisation transfers described above was generally calculated on the basis of a third-party valuation exercise, save for certain territories in which the consideration was calculated on a different basis (such as the net book value of the relevant assets and liabilities), including in transfers that involved the use of a statutory transfer mechanism (such as a demerger). Except where prohibited by applicable law, where cash consideration was payable by a Group Company to a Unilever Group Company, such consideration was initially left outstanding on intercompany account, but prior to completion of the Demerger will be (in part) consolidated and (in part) settled from the proceeds of the third-party financing described in “Item 5. Operating and Financial Review and Prospects—5.B. Liquidity and Capital Resources—Capital Resources and Indebtedness” and (in part) capitalised.

Deferred Territories

In certain territories, it will be necessary for the completion of the separation of the Ice Cream Business and its transfer to the Group to occur after completion of the Demerger (“Deferred Territories”), including:

Indonesia

In Indonesia, the transfer by the relevant Unilever Group Company (PT Unilever Indonesia Tbk, a company listed on the Indonesian Stock Exchange) of those assets that relate exclusively to the Ice Cream Business, as well as any relevant related liabilities, will take place by means of a transfer of assets and liabilities in the way described above for legal entities in Asset Sale Territories pursuant to a business transfer agreement dated 22 November 2024 (the “Indonesia Transfer”). The relevant assets and liabilities will be transferred from PT Unilever Indonesia Tbk to a Group Company (PT The Magnum Ice Cream Indonesia, a wholly-owned indirect subsidiary of the Company) on the first business day following completion of the Demerger (or such other date as may be agreed) in order to comply with local regulations relating to related party transactions. PT The Magnum Ice Cream Indonesia will not be listed on the Indonesian Stock Exchange or any other exchange.

At the date of signing the business transfer agreement, PT Unilever Indonesia Tbk and PT The Magnum Ice Cream Indonesia were both Unilever Group Companies and affiliated parties under Indonesian law. Accordingly, PT Unilever Indonesia Tbk, as a listed company in Indonesia, obtained shareholder approval, including the approval of minority shareholders (holding in aggregate approximately 15 per cent. of PT Unilever Indonesia Tbk), for the Indonesia Transfer at shareholder meetings held on 14 January 2025. When the relevant assets and liabilities are transferred, PT Unilever Indonesia Tbk and PT The Magnum Ice Cream Indonesia will no longer be affiliated parties. Certain transitional intellectual property licensing arrangements were put in place between the Unilever Group and the Group on 1 July 2025 and will apply until the completion of the Indonesia Transfer (described in more detail in “—Intellectual Property Agreements—Transitional and country-specific intellectual property arrangements” below).

The consideration payable by the Group to the Unilever Group in respect of the Indonesia Transfer will be funded, either in whole or in part (with the remainder to be funded by cash flows generated from the Group’s operations) from the proceeds of the Term Loan Facilities Agreement, described in “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Capital Resources and Indebtedness—Term loan facilities”.

Unilever’s Ice Cream Business in Indonesia has been included in the Combined Carve-Out Financial Statements presented in “Item 18. Financial Statements”.

India

In India, the relevant Unilever Group Company (Hindustan Unilever Limited, a company listed on the Bombay Stock Exchange and the National Stock Exchange of India) is undertaking a demerger of the business, undertakings, activities, operations and properties that relate to its Ice Cream Business in India as a going concern into a stand-alone entity, Kwality Wall’s (India) Limited (“Kwality Wall’s India”), which is

xvi

TABLE OF CONTENTS

expected to be listed on the Bombay Stock Exchange and the National Stock Exchange of India (the “India Demerger”). As of the date of this registration statement and subject to receipt of the requisite approvals in India from statutory and regulatory authorities, the India Demerger is expected to become effective by January 2026 and Kwality Wall’s India is expected to start trading on the Bombay Stock Exchange and National Stock Exchange of India by April 2026.

Upon completion of the India Demerger, certain legal entities within the Unilever Group will be issued one equity share in Kwality Wall’s India for every equity share held in Hindustan Unilever Limited on a record date to be fixed by the Boards of Hindustan Unilever Limited and Kwality Wall’s India in accordance with the terms of the demerger scheme. This would result in approximately 61.9 per cent. of the issued equity shares in Kwality Wall’s India being owned by Unilever Group Companies. These Unilever Group Companies have entered into an agreement with certain Group Companies to sell all of the Kwality Wall’s India shares received by such Unilever Group Companies pursuant to the India Demerger to The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (the “Kwality Wall’s Purchase Agreement”). Completion of the sale of the shares in Kwality Wall’s India pursuant to the Kwality Wall’s Purchase Agreement is subject to certain conditions precedent including completion of the India Demerger and the India Tender Offer (see below).

In accordance with Indian law, before The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. can complete its acquisition of the Unilever Group’s shares in Kwality Wall’s India, those Group Companies must launch a tender offer in India to the minority shareholders of Kwality Wall’s India (the “India Tender Offer”). In accordance with applicable law and the terms of the India Tender Offer, those Group Companies will be required to make an offer to the minority shareholders of Kwality Wall’s India to acquire at least 26 per cent. of the issued share capital in Kwality Wall’s India, at a price which is the higher of the fair value of Kwality Wall’s India and the price to be paid to the Unilever Group under the Kwality Wall’s Purchase Agreement. If, as a result of the number of Kwality Wall’s India shares tendered under the India Tender Offer, the Group Companies were to collectively hold more than 75 per cent. of the shares in Kwality Wall’s India, to maintain Kwality Wall’s India’s listings, the Group Companies would be required, within a period of one year, to ensure that their shareholding in Kwality Wall’s India was reduced to not more than 75 per cent.

The consideration payable by Group Companies pursuant to the Kwality Wall’s Purchase Agreement and, if required, the India Tender Offer will be funded from the proceeds of the Term Loan Facilities Agreement, described in “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Capital Resources and Indebtedness—Term loan facilities”. As at the date of this registration statement, the India Demerger has been approved by the requisite majorities of Hindustan Unilever Limited’s shareholders and creditors and by the National Company Law Tribunal in India but remains subject to approval by the Securities and Exchange Board of India, BSE Limited and the National Stock Exchange of India Limited.

The Company can provide no assurances and there is no certainty that the transactions contemplated by the India Demerger and the Kwality Wall’s Purchase Agreement will complete or as to the timing of their completion, as such transactions are subject to certain conditions (including the approvals referred to above). Accordingly, there is no certainty that Unilever’s Ice Cream Business in India will be owned by the Group in the future and such business has not been included in the Combined Carve-Out Financial Statements presented in “Item 18. Financial Statements”. However, the IP royalties historically paid by the Ice Cream Business in India to the Unilever Group have been recognised in the Group’s revenue and operating profit (HY2025: €9 million; HY2024: €9 million; FY2024: €16 million; FY2023: €12 million; and FY2022: €9 million).

Portugal

Unilever Fima, Lda. (“Unilever Fima”) (a Unilever Group Company indirectly held 55 per cent. by the Unilever Group) has agreed to sell its Ice Cream Business in Portugal to The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“TMICC Holdco 1”) (the “Portugal Transaction”). The Portugal Transaction comprises:

•

the demerger of Unilever Fima’s ice cream marketing and sales operations business in Portugal (the “Portugal MSO Business”) to UL Ice Cream Comercial, Lda. (“IC MSO Portugal”), a newly incorporated entity owned by the shareholders of Unilever Fima (the “Portuguese Demerger”). The plan for the Portuguese Demerger was registered with the Portuguese Commercial Registry on 30 October 2025, and the Portuguese Demerger is expected to become effective by the first quarter of 2026;

xvii

TABLE OF CONTENTS

•

the sale of IC MSO Portugal (comprising the Portugal MSO Business) to TMICC Holdco 1 (the “Portugal Share Sale”) following completion of the Portuguese Demerger pursuant to a sale and purchase agreement entered into on 18 October 2025 (the “Portugal SPA”). Following the completion of the Portugal Transaction, the Group would own 100 per cent. of IC MSO Portugal; and

•

the sale of the ice cream sourcing unit business operating at the factory site in Santa Iria de Azóia by Fima Olá — Produtos Alimentares, S.A. to a company to be incorporated, expected to be named UL Ice Cream Manufacturing, Lda. (which will be a wholly-owned subsidiary of IC MSO Portugal) (the “Portugal Asset Sale”) following completion of the Portugal Share Sale pursuant to an asset purchase agreement entered into on 18 October 2025 (the “Portugal APA”).

Completion of the Portugal Share Sale has not yet taken place and is subject to customary conditions precedent relating to regulatory and other approvals, including completion of the Portuguese Demerger and Admission having taken place. Completion of the Portugal Asset Sale has also not taken place and is also subject to customary conditions precedent, including receipt of certain licences to operate and completion of the Portugal Share Sale. The Portugal Share Sale is expected to complete during the first half of 2026, whilst the Portugal Asset Sale is expected to complete within three years, given the time-period expected to receive the relevant licenses. The consideration payable under the Portugal APA will be paid at the time of completion of the Portugal Share Sale (subject to customary adjustments at the time of completion of the Portugal Asset Sale), such amount to be refundable to the extent that the Portugal Asset Sale does not complete prior to the specified long-stop date.

The consideration payable by the Group for the Portugal Transaction is based on an enterprise value for Unilever’s Ice Cream Business in Portugal of €165,000,000, subject to customary completion adjustments. The consideration payable by the Group pursuant to the Portugal SPA and the Portugal APA will be funded from the Working Capital Term Loan Facility, please see “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Capital Resources and Indebtedness—Term loan facilities” for more information.

TMICC Holdco 1 has agreed to indemnify the sellers of IC MSO Portugal in respect of certain losses they and/or UL Fima may suffer as a result of the Portuguese Demerger and the Portugal Share Sale.

The Company can provide no assurances and there is no certainty that the Portuguese Demerger, the Portugal Share Sale or the Portugal Asset Sale will complete or as to the timing of their completion, as such transactions are subject, in the case of the Portuguese Demerger, to registration with the Portuguese Commercial Registry and, in the case of the Portugal Share Sale and the Portugal Asset Sale, to certain conditions (including receipt of certain licences to operate). Accordingly, there is no certainty that Unilever’s Ice Cream Business in Portugal will be owned by the Group in the future and such business has not been included in the Financial Statements presented in “Item 18. Financial Statements”.

TSAs and Interim Operating Models

The Group and the Unilever Group have entered into certain transitional arrangements (including the GTSA) and “interim operating model” arrangements (being the Local OMAs which apply in different markets). Local transitional services falling outside the scope of the Local OMAs and the GTSA are provided under separate, additional local transitional services agreements (“Local TSAs”), but are also listed in the GTSA. These arrangements have been entered into in order to ensure that the Group can continue to operate its business while it develops the capacity to operate independently of the Unilever Group. For further information on the GTSA, please refer to “Item 10. Additional Information—10.C. Material Contracts”.

Under the terms of the GTSA and the Local OMAs, the Group is required to exit such arrangements as soon as practicable, pursuant to applicable early termination rights. There is no automatic right to extend the duration of services; extensions may be granted at the sole discretion of Unilever. The GTSA will automatically terminate when the last service provided in accordance with the agreement is terminated, and the Local OMAs have a fixed term which in all cases will not exceed 30 months.

The Local OMAs include undisclosed agency agreements, strategic management agreements, product sale agreements, strategic consultancy agreements and Local TSAs. The principal provisions of each respective

xviii

TABLE OF CONTENTS

type of Local OMA are set out below. However, the specific provisions of each agreement may vary slightly from territory to territory.

Undisclosed agency agreements

Under each undisclosed agency agreement, the relevant local Unilever Group Company is appointed as an undisclosed agent of the relevant local Group Company and given authority to sell finished ice cream products to customers and distributors as an agent of the Group.

Pursuant to the undisclosed agency agreements, the relevant local Unilever Group Company retains contracts with customers for sales of ice cream products but makes such sales under the instruction and on behalf of the relevant local Group Company. The relevant local Unilever Group Company continues to own the legal title to the goods which are sold to customers, until it transfers title to the relevant local Group Company immediately before sale under a separate product sale agreement.

The relevant Unilever Group Company will continue to collect all revenue relating to the Ice Cream Business (on behalf of, and for repatriation to, the Group) under this model. The local Unilever Group Company provides the proceeds of sale to the relevant local Group Company after deducting a commission for undisclosed agency services (and other costs). The agreement also provides for the performance of local activities by Unilever Group Company(ies) that are ancillary to the sale of goods (e.g. customer services, marketing, etc.).

Strategic management agreements

Under each strategic management agreement, the relevant Group Company provides strategic management and oversight to the relevant Unilever Group Company in relation to the operation of the Ice Cream Business and the relevant Unilever Group Company is authorised by the relevant Group Company to sell ice cream products to customers on behalf of the relevant local Group Company. Strategic management agreements are put in place at a global level (i.e. between a local Unilever Group Company and a holding company in the Group), as well as at a local level (i.e. between a local Unilever Group Company and the respective local Group Company).

Under each strategic management agreement, the relevant local Unilever Group Company(ies) retains contracts with customers for sales of ice cream products, but makes such sales under the instruction and on behalf of the relevant Group Company. The relevant Unilever Group Company holds the legal title in the goods being sold. The Group will continue to recognise all revenue relating to the Ice Cream Business under this model, with the relevant Unilever Group Companies paying strategic management fees to the Group in exchange for the strategic management services. At the same time, Unilever retains an agreed award as compensation for performing activities for the benefit of the Group Company that are ancillary to the sale of goods (e.g. account management, stock availability).

The strategic management agreement also provides for the provision of additional local services that are ancillary to the sale of goods (e.g. account management, stock availability, etc.) to and from both parties.

Strategic consultancy agreements

Under each strategic consultancy agreement, the Group provides strategic governance oversight to Unilever procurement entities in exchange for the payment of a strategic consultancy fee. Two strategic consultancy agreements have been put in place between (i) Magnum ICC Europe B.V. and Unilever Europe B.V. (for Europe); and (ii) Magnum ICC US, LLC and Unilever North America Supply Chain Company (for Americas).

Under the strategic consultancy agreements, the Unilever Group retains contracts with third-party manufacturers, but performance of such contracts occurs under the strategic oversight of the Group. All invoices from third-party manufacturers are issued to the relevant Unilever Group Company.

Local TSAs

Group Companies and Unilever Group Companies have entered into Local TSAs in a number of territories where services are required that are not ancillary to the sale of goods (e.g. payroll services). The scope of the services provided thereunder are generally limited to those that relate to people and property.

xix

TABLE OF CONTENTS

In some cases, such as with respect to certain business units that transferred to the Group on 1 July 2025, Unilever Group Companies require access to certain services from the Group. In those instances, Group Companies and Unilever Group Companies have entered into reverse transitional services agreements for the provision of such services by the Group to the Unilever Group, for a maximum period of 30 months from 1 July 2025. The services provided thereunder include the provision of trade sales support and logistics management activities for non-ice cream frozen finished goods.

Manufacturing agreements

Pursuant to the applicable Local OMAs, certain Group Companies and Unilever Group Companies have entered into manufacturing agreements in order to enable the continued manufacturing of ice cream products.

The principal provisions of each type of manufacturing agreement are set out below. However, the specific provisions of each agreement may vary from territory to territory.

Toll manufacturing agreement (for the manufacturing of ice cream products by the Group for sale by Unilever Group Companies to end customers)

Certain Group Companies and Unilever Group Companies have entered into toll manufacturing agreements, under which the relevant local Unilever Group Company procures and holds the legal title to raw and pack materials with which each local Group Company produces finished ice cream products to be sold by Unilever Group Companies on its behalf on a toll-manufacturing basis. These agreements apply in territories in which the Group owns the factory that manufactures ice cream products but the Group does not yet have the necessary infrastructure to own title in the ice cream products. This applies to 24 out of the 30 manufacturing facilities dedicated to the Ice Cream Business, and the sales of ice cream products that are manufactured under these arrangements account for approximately 70 per cent. of the total revenue of the Ice Cream Business. Unilever Group Companies procure the raw and pack materials for the Group as a service under the GTSA.

In return for producing finished ice cream products, the relevant Unilever Group Companies pay the Group an “operating and equipment” fee, being a fee in respect of labour and assets required for the production (with any conversion costs still being incurred by the Unilever Group Company).

Toll manufacturing agreements were executed on 1 July 2025 and will last for a period of 30 months following that date (the “Transitional Period”).

A master toll manufacturing agreement has been put in place between the Unilever Group and the Group that sets out the terms and conditions on which such manufacturing is to be carried out across all relevant territories. These global terms and conditions are incorporated into local implementation agreements for each manufacturing facility for which the relevant local Unilever Group Companies and Group Companies have entered into in relation to the supply of ice cream products. These implementation agreements also contain the commercial details relating to the ice cream products being manufactured at each manufacturing facility. Unilever Group Companies then sell the ice cream products manufactured by Group Companies to end customers on behalf of the Group pursuant to the applicable Local OMAs.

Co-packing agreements

Pursuant to the Local OMAs, certain Group Companies and Unilever Group Companies have entered into a co-packing agreement for the manufacture of ice cream products at a manufacturing facility in Mexico. This agreement is required because a Unilever Group Company will retain ownership of the manufacturing facility in Mexico that manufactures ice cream products until manufacturing separation is complete.

Under the terms of the co-packing agreement, a Unilever Group Company manufactures ice cream products for a local Group Company. A Unilever Group Company retains legal title in the raw and pack materials required for manufacturing and the finished goods. A Unilever Group Company then sells the ice cream products on to end customers on behalf of the Group in accordance with the applicable Local OMA.

The co-packing agreement terminates automatically after two years subject to the termination rights of the parties.

TABLE OF CONTENTS

Site sharing agreement

For a period of time immediately following completion of the Reorganisation in the relevant territories, certain Unilever Group Companies and Group Companies will continue to share some manufacturing facilities and RD&I sites. For such sites, the relevant Unilever Group Companies and Group Companies have entered into a site sharing agreement, which governs the provision and receipt of certain site related services (e.g. utilities) in exchange for a fee.

Material post-Transitional Period agreements

Following the end of the Transitional Period in a territory, the Company anticipates that the Group will possess the systems required to enable it to own title in the ice cream products and operate independently of the Unilever Group. It is anticipated that the GTSA, Local OMAs, manufacturing agreements and other ancillary agreements will thereafter no longer be required by the Group.

Once the Group has its own capabilities and can operate on a fully stand-alone basis, the Ice Cream Business will operate in accordance with the “final operating models”. Intercompany arrangements will be put in place within the Group to implement and operate in accordance with the final operating models.

Retirement Benefit Arrangements

The Reorganisation dealt with retirement benefit arrangements (being arrangements providing retirement, death, other leaving benefits post-retirement medical or life assurance benefits for or in respect of Group employees, other than a state social security or otherwise mandatory arrangement) (“RBAs”) in the following ways:

•

Where RBAs are provided by a Unilever Group arrangement, the relevant Group Company has established a replacement arrangement for the Group employees. Benefits under the replacement arrangement when considered with other elements of the remuneration package are the same as or broadly equivalent in value when considered with the remuneration package provided by the Unilever Group.

•

In some cases, liabilities accrued in respect of Group employees under a Unilever Group RBA have transferred (alongside the relevant employees) to a replacement Group RBA. Typically this has occurred due to operation of law or due to mandatory requirements and on other occasions as an effective and reasonable way to transfer employee accrued rights. Where an RBA is separately funded, an asset transfer of a proportion of the relevant liability has also taken place.

•

In a small number of cases, a Unilever Group Company which transferred to the Group pursuant to the Reorganisation operated an RBA which wholly related to the post-Reorganisation Group. In these cases, the relevant RBA transferred along with the relevant legal entity.

Otherwise, liability for benefits built up before formal transfer for employment to the relevant Group Company will remain with the relevant Unilever Group RBA. This includes for Group employees, former employees and retirees. Please refer to “Item 10. Additional Information—Material Pension Transfers” for more information regarding the transfer of pension liabilities in Germany and Turkey to the Group.

Intellectual Property Arrangements

As part of the Reorganisation, the following intellectual property (“IP”) rights have been assigned to the Group:

•

over 9,000 registered trademarks and trademark applications for over 200 brands, which include all brands owned by the Unilever Group that exclusively or predominantly related to the Ice Cream Business;

•

over 1,500 domain names related to these brands;

•

over 900 registered designs and design applications, which include all registered designs owned by the Unilever Group that exclusively or predominantly related to the Ice Cream Business;

•

approximately 160 patent families comprising approximately 1,000 patents and patent applications, which include all patent families owned by the Unilever Group that exclusively or predominantly related to the Ice Cream Business; and

•

unregistered brand- and technology-related IP rights that exclusively related to the Ice Cream Business.

xxi

TABLE OF CONTENTS

As part of the Reorganisation, the Unilever Group has granted the Group a number of licences to use certain retained Unilever IP rights in relation to the Ice Cream Business, and the Group will grant the Unilever Group a number of licences to use certain transferred IP rights in relation to Unilever’s retained businesses. These licence agreements include the licences described in further detail below.

Brand IP licence agreement

Under the brand IP licence agreement, the Unilever Group has granted the Group a worldwide (excluding Belarus, Portugal and Russia), non-exclusive, transitional and royalty-free licence to use the Unilever name and logo in relation to the Ice Cream Business. The Group is required to comply with quality control obligations in respect of the use of the Unilever name and logo. The term of the licence is three years from 1 July 2025, except in respect of use of the Unilever name and logo on existing ice cream cabinets, for which the term is five years from completion of the Demerger. The Unilever Group has also granted the Group a non-exclusive, perpetual and royalty-free licence to use any unregistered brand-related IP rights owned by the Unilever Group and used in relation to the Ice Cream Business prior to the Reorganisation. The licences to the Unilever name and logo and the unregistered brand-related IP rights are terminable by the Unilever Group for material breach by the Group or on certain insolvency events in respect of the Group, whereas the Group has a termination for convenience right.

Carte D’Or Professional brand IP licence agreement

Under the Carte D’Or Professional brand IP licence agreement, the Group will grant the Unilever Group a long-term, exclusive and royalty-free licence to use the Carte D’Or brand solely in the form “Carte D’Or Professional” in connection with food products commercialised by the Unilever Group’s food solutions business. The Group will also grant the Unilever Group a transitional, non-exclusive licence to use the “Carte D’Or name” and the associated “Heart” logo in connection with the same products, for three years from completion of the Demerger. The Unilever Group is required to comply with quality control obligations in respect of the use of the Carte D’Or brand. The agreement is terminable by the Group for material breach by the Unilever Group which results in material damage to the Carte D’Or brand, on certain insolvency events in respect of the Unilever Group or if the Unilever Group challenges the validity of the Carte D’Or brand, whereas the Unilever Group has a termination for convenience right.

Popsicle / Firecracker (Liquid IV) brand IP licence agreement

Under the Popsicle / Firecracker (Liquid IV) brand IP licence agreement, the Group will grant the Unilever Group a long-term, exclusive and royalty-free licence-back to use the Firecracker and Popsicle brands in connection with Unilever’s Liquid IV powdered electrolyte drink product. The Unilever Group is required to comply with quality control obligations in respect of the use of the Firecracker and Popsicle brands. The agreement is terminable by the Group for material breach by the Unilever Group which results in material damage to the Firecracker and Popsicle brands, on certain insolvency events in respect of the Unilever Group or if the Unilever Group challenges the validity of the Firecracker and Popsicle brands, whereas the Unilever Group has the right to terminate the licence-back for convenience.

Magnum (Axe / Lynx) brand IP licence agreement

Under the Magnum (Axe / Lynx) Brand IP Licence Agreement, the Group will grant the Unilever Group a long-term, exclusive and royalty-free licence-back to use the Magnum brand in connection with Unilever’s Axe and Lynx deodorant products. The Unilever Group is required to comply with quality control obligations in respect of the use of the Magnum brand. The agreement is terminable by the Group for material breach by the Unilever Group which results in material damage to the Magnum brand, on certain insolvency events in respect of the Unilever Group or if the Unilever Group challenges the validity of the Magnum brand, whereas the Unilever Group has the right to terminate the licence-back for convenience.

Technology IP cross-licence agreement

Under the technology IP cross-licence agreement, the Unilever Group has granted the Group a worldwide (excluding Belarus, Portugal and Russia), non-exclusive, perpetual and royalty-free licence to use any unregistered technology-related IP owned by the Unilever Group and used in relation to the Ice Cream

xxii

TABLE OF CONTENTS

Business prior to the Reorganisation for the purpose of conducting the Ice Cream Business. Under the same agreement, the Group has granted the Unilever Group a worldwide (excluding Belarus, Portugal and Russia), exclusive, perpetual and royalty-free licence to use certain registered technology-related IP which was transferred to the Group as part of the Reorganisation in relation to any products other than ice cream products. Each party may terminate the licence granted by it for material breach of the other party and on certain insolvency events in respect of the other party, and each party further has a termination for convenience right in respect of the licence granted to it.

Transitional and country-specific intellectual property arrangements

In a small number of territories (including India, Indonesia and Portugal), transitional IP licensing arrangements have been put in place between the Unilever Group and the Group. Under these arrangements, the Group has granted the Unilever Group royalty-bearing licences to IP rights transferred to the Group in the relevant territories as part of the Reorganisation, to enable the Unilever Group to continue to conduct the Ice Cream Business in the relevant territory until (if applicable) the transfer of such Ice Cream Business to the Group. The Unilever Group is required to comply with quality control obligations in respect of the use of the licensed-back IP and has a termination for convenience right for each of these licences.

The GTSA, Local OMAs, Local TSAs, IP licensing arrangements and other major agreements with Unilever as well as the Group’s internal policies and procedures for dealing with related parties were negotiated by persons who were, at the time of negotiation, members of the Unilever Group. Accordingly, during the period in which these agreements were prepared, the Company did not have a board of directors or a management team that was separate from, or independent of, Unilever. While the Group has endeavoured to ensure that these arrangements are in line with the market terms for transactions of their type and broadly similar to what would have been obtainable from unaffiliated third parties, such terms, including terms relating to fees, performance criteria, contractual or fiduciary duties, conflicts of interest, limitations on liability, indemnification and termination, may not be as favourable to the Group as otherwise might have resulted if the negotiations had involved unrelated parties from the outset.

The Demerger

Overview

The Demerger is proposed to be effected by the Group and the Unilever Group taking a number of steps in accordance with the terms of the Demerger Agreement (as defined under “Item 10. Additional Information—10.C. Material Contracts—Demerger Agreement”) following the publication of this registration statement and shortly prior to Admission.

The Demerger will be executed via an interim in specie dividend declared by the Unilever Board (the “Demerger Dividend”). The Demerger Dividend will be satisfied by the transfer of the Group by Unilever to the Company shortly prior to Admission. In consideration for this transfer, the Company will then allot and issue the relevant Shares to each Unilever Shareholder recorded on the Unilever share register and each Unilever ADS Holder holding a Unilever ADS at the Record Time in the ratio of one Share for every five Unilever Shares or Unilever ADSs then held. Upon these steps having taken place, the Company will become the parent company of the Group.

Completion of the Demerger is conditional on the satisfaction of conditions precedent contained in the Demerger Agreement. As at the date of this registration statement, the only material conditions that remain outstanding are:

•

the approval of the Demerger Dividend and associated corporate steps by the Unilever Board (and such approval not having been revoked);

•

the Sponsors’ Agreement and Demerger Agreement not having been terminated in accordance with their terms;

•

xxiii

TABLE OF CONTENTS

Category of the Official List of the UK Financial Conduct Authority (the“FCA”) and to trading on the London Stock Exchange’s (the “LSE”) main market for listed securities (the “Main Market”);

•

the approval of a prospectus by the Dutch Authority for the Financial Markets for the purpose of the admission of the Shares to listing and trading on Euronext Amsterdam;

•

the approval of a prospectus by the FCA for the purpose of the admission of the Shares to listing on the Equity Shares (Commercial Companies) Category of the Official List of the FCA and to trading on the LSE’s Main Market; and

•

this registration statement becoming effective and the approval of the admission of the Shares to listing and trading on the New York Stock Exchange (the “NYSE”).

None of these conditions is capable of being waived unilaterally by any party to the Demerger Agreement.

Although Unilever currently intends to carry out the Demerger, Unilever is entitled to decide not to proceed with the Demerger at any time prior to the Demerger Effective Time if it determines that it would not be in the interests of Unilever Shareholders as a whole.

If the Demerger proceeds, each Unilever Shareholder and Unilever ADS Holder will receive one Share for every five Unilever Shares or Unilever ADSs that they hold at the Record Time. Unilever Shareholders will continue to own their existing Unilever Shares and/or Unilever ADSs (as applicable).

Immediately following Admission, it is expected that not less than 10 per cent. of the Company’s issued ordinary share capital will be held in public hands (within the meaning of UK Listing Rule 5.5).

For further information on the Demerger Agreement please see “Item 10. Additional Information—10.C. Material Contracts—Demerger Agreement”.

Unilever Retained Stake

Shortly after completion of the Demerger, a series of corporate reorganisation steps (including the allotment and issuance of Shares by the Company) will be undertaken which is expected to result in Unilever Group Companies holding 121,533,558 Shares.

As at the Latest Practicable Date, the number of Shares to be held by Unilever Group Companies at Admission is expected to represent approximately 19.9 per cent. of the total issued share capital of the Company (the “Unilever Retained Stake”). The Unilever Retained Stake will be obtained by Unilever between the date of this registration statement and Admission, therefore this figure represents the expected percentage of total voting rights. In accordance with applicable US federal tax laws and regulations, Unilever has indicated to the Company that it will exercise any votes attaching to the Unilever Retained Stake in proportion to the votes cast by the Company’s other Shareholders.

xxiv

TABLE OF CONTENTS

Part I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1.A. DIRECTORS AND SENIOR MANAGEMENT

For information regarding the Company’s directors and senior management, see “Item 6. Directors, Senior Management and Employees—6.A. Directors and Senior Management”.

1.B. ADVISERS

The Company’s US, English and Dutch legal counsel is Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom.

1.C. AUDITORS

The Company’s auditor is KPMG whose registered office is at 15 Canada Square, Canary Wharf, E14 5GL London, United Kingdom. KPMG is an independent registered public accounting firm, registered with the Public Company Accounting Oversight Board in the United States. See “Item 10. Additional Information—10.G. Statements by Experts”.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [RESERVED]

3.B. CAPITALISATION AND INDEBTEDNESS

The following table sets forth the Group’s capitalisation as of 30 June 2025, on a historical basis and on a pro forma basis to give effect to the Demerger and the Reorganisation related to the Demerger, as if they occurred on 30 June 2025. An explanation of the pro forma adjustments made to the Group’s combined carve-out balance sheet as of 30 June 2025 are discussed in “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Unaudited Pro Forma Combined Carve-Out Financial Information”.

The pro forma adjustments are based on the best information available as of the date of this registration statement and assumptions that management believes are reasonable given the information available as of the date of this registration statement. You should review the following table in conjunction with “Item 5. Operating and Financial Review and Prospects”, the Combined Carve-Out Financial Statements and the accompanying notes thereto, and the Group’s unaudited pro forma financial statements (“Unaudited Pro Forma Combined Carve-Out Financial Information”) included in “Item 5. Operating and Financial Review —5.B. Liquidity and Capital Resources—Unaudited Pro Forma Combined Carve-Out Financial Information”.

The Group is providing the capitalisation table for information purposes only. The capitalisation table may not reflect the capitalisation or financial condition that would have resulted had the Group been operating as an independent, publicly traded company on 30 June 2025 and is not necessarily indicative of the Group’s future capitalisation or financial condition.

TABLE OF CONTENTS

	As of 30 June 2025
	Reported		Pro Forma
	(€ million)
Cash and cash equivalents(1)		49		587
Indebtedness
Unsecured bank loans and overdrafts(2)		39		3,739
Lease liabilities		164		164
Related party loans with Unilever		1		1
Other financial liabilities(3)		145		145
Total indebtedness		349		4,049
Equity
Invested capital		2,737
Share capital, par value €3.50 per share; shares authorised, shares as used and outstanding, pro forma(4)		—		2,143
Share premium		—		9,074
Merger reserve		—		(11,196)
Retained earnings		—		—
Other reserves		98		98
Total shareholders’ equity		2,835		119
Non-controlling interests(5)		27		17
Total equity		2,862		136
Total capitalisation(6)		3,211		4,185

Notes:

(1)

For a description of pro forma adjustments to cash and cash equivalents, see “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Unaudited Pro Forma Combined Carve-Out Financial Information”.

(2)

For information on the Group’s anticipated debt, see “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Capital Resources and Indebtedness”.

(3)

Other financial liabilities includes an option to acquire non-controlling interests from RFM Corporation, the Philippines Joint Venture. The Group owns 50 per cent. + 1 share and, under the terms of the shareholders’ agreement, each year within one month of 31 December, RFM Corporation has the right to require the Group to purchase all or a proportion of RFM’s shares in the joint venture at a price defined in the shareholder agreement. This put option has been valued at the redemption value with subsequent changes in finance costs. The redemption value is derived from a formula defined in the shareholder agreement which uses historical financial information, multipliers, and consumer price index (CPI) adjustments. See “Item 8. Financial Information—8.A. Consolidated Statements and Other Financial Information—Philippines Joint Venture” and “Note 13. Capital and Funding” of the Combined Carve-Out Financial Statements.

(4)

Assuming a distribution ratio of one Share for every five Unilever Shares, the Company is expected to issue 490.7 million Shares with a nominal value per share of €3.50 per share to existing Unilever Shareholders. A further 121.5 million Shares are expected to be issued to Unilever resulting in Unilever retaining a c. 19.9 per cent. shareholding. This equates to an estimated total share capital of €2,143 million.

(5)

The Group’s net assets as of 30 June 2025 includes 15 per cent. of non-controlling interest in relation to Unilever’s Ice Cream Business in Indonesia. The relevant assets and liabilities of Unilever’s Ice Cream Business in Indonesia will be transferred from PT Unilever Indonesia Tbk to a Group Company (PT The Magnum Ice Cream Indonesia, a wholly-owned indirect subsidiary of the Company) on the first business

TABLE OF CONTENTS

day following completion of the Demerger, the minority shareholders will then receive their share of the proceeds via a distribution from Unilever Indonesia. Accordingly, there is a €10 million reduction to the Non-controlling interests.

(6)

Total capitalisation is the sum of total equity and total indebtedness.

The Group expects to incur an immaterial amount of debt issuance costs.

Prior to Admission, and subject to market conditions, the Group, through its wholly-owned subsidiary, Magnum ICC Finance B.V., will consider issuing one or more series of bonds under a newly established medium term note programme. The Group intends to use the proceeds of such bonds to repay some or all of the financial indebtedness owed by the Group to Unilever under an intragroup facility between the Group and Unilever established in connection with the Reorganisation. The proceeds of any bonds issued prior to Admission would be used in place of, or in combination with, the Group drawing down under the Bridge Facility to re-pay existing financial indebtedness of the Group. Consequently, the issuance of the bonds would not have a material impact on the Group’s net debt position as under the provisions of the Term Loan Facilities Agreement such bond proceeds (less reasonable costs and expenses) are required to reduce (in whole or in part) the Group’s anticipated borrowings under the Bridge Facility. Should the Group not receive any bond proceeds prior to Admission, only the Bridge Facility will be used by the Group to finance the repayment of the financial indebtedness owed by the Group to Unilever under the intragroup facility. As is the case with the other financing arrangements currently available to the Group, the bonds will contain customary terms and conditions including a negative pledge. The bonds are not expected to contain any financial covenants nor is any one or more series of bonds which may be issued expected to have an incremental material impact on the finance costs of the Group as presented in the Unaudited Pro Forma Combined Carve-Out Financial Information. Any bond proceeds received by the Group following Admission (less reasonable costs and expenses) shall be required to refinance, and be applied in prepayment of, any borrowings that are outstanding under the Bridge Facility at the time of receipt of such bond proceeds.

3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3.D. RISK FACTORS

The risks described below, together with all other information contained in this registration statement, should be carefully considered in evaluating the Group and the Shares.

Although the Company believes that the risks described below are the material risks concerning the Group’s business and industry, the Demerger and the Shares as of the date of this Registration Statement, they are not the only risks relating to the Group, the Demerger and the Shares. Other risks, events,facts or circumstances not presently known to the Group or that the Group currently deems to be immaterial could, individually or cumulatively, prove to be important and may have a significant negative impact on the Group’s business, financial condition, results of operations or prospects and may also cause the price of the Shares to decline and cause investors to lose all or part of their investment.

Prior to investing in the Shares, prospective investors should carefully consider all of the information in this Registration Statement and, in particular, the risks described below before deciding to invest in the Shares.

Risks Relating to the Group’s Business and Industry

The Group has not previously operated as a stand-alone publicly-listed entity and may be unable to operate efficiently

The Group has not previously operated as a stand-alone publicly-listed entity and it is uncertain how it will perform as such. Following the Demerger, the Group will be responsible for managing all of its corporate affairs. This may result in significant additional expenses, beyond those for which it has budgeted, including expenses related to the creation of the Group’s own financial and administrative support systems and for

TABLE OF CONTENTS

services that will continue to be provided by Unilever to the Group pursuant to transitional service agreements at prices intended to correspond to those obtainable from third parties.

Total costs incurred by the Group in connection with the Demerger are expected to be approximately €800 million, of which approximately 55 per cent. relate to the development and implementation of the global ERP system and other enterprise-wide applications that will upgrade and standardise its information systems. The Group expects that the majority of costs arising in connection with the Demerger have been or will be incurred between FY2024 and FY2026.

In HY2025 and FY2024, the Group incurred transaction-related costs directly attributable to the Demerger of €121 million and €54 million, respectively. These costs are reflected in “Note 2. Segment Information” to the Condensed Combined Carve-Out Financial Statements and “Note 3. Operating costs” of the Combined Carve-Out Financial Statements and include approximately €68 million and €45 million of transaction-related costs for professional fees for HY2025 and FY2024, respectively.

In addition to the costs referenced above, the Group expects to incur recurring operating costs from the date of the Demerger onwards to operate successfully as a stand-alone public listed company following the Demerger, including in technology and infrastructure, and in corporate functions.

The Group is subject to the risk that the actual expenses it incurs in connection with the Demerger are significantly higher than those set out above or otherwise budgeted for, which would have an impact on its profitability and margins. Cost escalation could occur for a number of reasons, including general rates of inflation being higher than anticipated, the fees charged by external service providers for the implantation of one or more of the matters described above being higher than expected, and other matters beyond the Group’s control.

In addition, since the Group will be responsible for managing all of its corporate affairs for the first time following the Demerger, the Group may be exposed to an increased risk of legal, regulatory or civil costs or penalties, and, if such costs or penalties were to arise, this could also have a negative impact on the Group’s margins and profitability.

Significant changes may occur in the Group’s cost structure, management, financing and financial risk management and business operations as a result of operating as a stand-alone publicly-listed entity separate from Unilever. The Group anticipates that its success in managing its business as a stand-alone publicly-listed entity and in successfully implementing its business strategy will depend substantially upon its ability to develop the expertise necessary to comply with the numerous regulatory and other requirements applicable to independent publicly-traded companies. In preparation for the Demerger, the Group has implemented structures (including an internal control environment) which are intended to promote compliance with these requirements. However, as the Group has not previously operated as a stand-alone publicly-listed entity separate from Unilever, it cannot guarantee that these structures will be sufficient, and additional costs may arise which could have a negative impact on the Group’s margins and profitability.

Damage to the Group’s reputation could have a negative impact on the value of its brands

Maintaining and extending recognition and trust in its portfolio of brands and continuously enhancing the value of its brands are critical to the success of the Group’s business. The Group’s portfolio of brands includes four global ice cream “power brands”: the Heartbrand (an “umbrella” brand with numerous well-known sub-brands), Magnum, Ben & Jerry’s and Cornetto, and more than 100 local and regional brands. While the Group has a large portfolio of successful brands, its global power brands contributed 82 per cent. of its revenue in FY2024. Accordingly, any adverse development affecting these brands could disproportionately impact the Group’s performance.

The value of the Group’s brands is based, in large part, on consumer perception and desirability of such brands. Success in promoting and enhancing brand value depends on the Group’s ability to provide high-quality products that align with evolving consumer preferences, the effectiveness of its marketing and advertising initiatives and consistent and sufficient brand, marketing, and research and development investment.

TABLE OF CONTENTS

The Group’s reputation and brand value could diminish significantly as a result of a number of factors, including:

•

if the Group, its brands or its products become subject to adverse public or medical opinion for any reason, even if factually incorrect;

•

any perceived failure by the Group to preserve the quality or enhance the sustainability of its products, processes and packaging;

•

if the Group or any of its suppliers, service providers or partners is perceived to act in an irresponsible or disreputable manner, including with respect to food safety laws, or environmental, social, human capital or governance policies;

•

if the Group or its suppliers are required to carry out product recalls; or

•

if the Group fails to invest in protecting and enforcing its rights against lookalikes or copies of its brands.

Increased negative attention from the media, academics and online influencers, governments and other public figures in any of the above areas could subject the Group to heightened scrutiny. In addition, any actual or perceived failure to address issues of public concern, such as the use of appropriate marketing techniques, the provenance of certain ingredients, the use of sustainable packaging and ensuring sustainability in the supply chain (including with respect to human rights, labour practices and environmental impacts) may materially and adversely impact the value of the Group’s brands.

Volatility in the cost of raw materials and energy may adversely affect the Group’s business, financial condition or results of operations

The Group produces a large number of ice cream products, with ingredients and raw materials that differ from product to product. The Group relies to a varying degree on the sourcing of raw materials from around the world, including commodities such as dairy products, sugar, cocoa, cocoa byproducts, vanilla and vegetable oils. It also relies on energy for the manufacture and distribution of its products. Raw material and energy prices are subject to factors that are difficult to predict, such as economic and political conditions, war and other geopolitical conflicts, currency fluctuations, environmental regulation, changing regulations in relation to land use or labour practices, changing weather patterns/climate change and agricultural disruptions caused by disease or other risks inherent to farming. For example, cocoa has seen historically high market prices, with an increase of 375 per cent. from January 2022 to December 2024. This increase resulted primarily from extreme weather conditions in Ghana and Côte d’Ivoire, where cocoa production is concentrated, exacerbated by social and economic factors. Similarly, the heightened prevalence of cyclones in Madagascar, the world’s largest producer of natural vanilla, has contributed, and may to a greater degree in the future contribute, to increased volatility in vanilla prices. Changes in the price of raw materials and fuel can increase the cost of making, manufacturing, packaging and shipping the Group’s products, which could have a negative impact on its margins or its ability to maintain competitive pricing.

While the Group aims to maintain multiple sources for its key raw materials, certain materials used in the production or distribution of its products are sourced from a limited number of suppliers and/or suppliers who are geographically concentrated, which may exacerbate potential disruptions or cost increases. Additionally, the key commodities that the Group sources are at risk of causing deforestation and biodiversity loss and can be associated with adverse working conditions. Increased government intervention and consumer or activist responses caused by increased focus on climate change, biodiversity, deforestation, water, human rights concerns and other similar issues could also increase raw material prices. For a further discussion of environmental and social issues related to the Group’s raw materials, see “—Environmental and Social Risks—The Group sources key commodities that are associated with the risk of causing deforestation, biodiversity loss and human rights violations in the value chain”.

The Group regularly assesses movements in raw material and energy prices and passes a portion of any cost increases to consumers where it is prudent to do so. However, competitive pressures and issues around consumer affordability may restrict the Group’s ability to pass cost increases on to consumers, in which case these increases will be absorbed by the Group. Competitive pressures may result in the Group increasing promotional offers and/or reducing prices, even in an environment of rising raw material and fuel costs. To the extent the Group is not able to increase prices to offset increased raw material or energy costs, either as a result

TABLE OF CONTENTS

of consumer sensitivity, competitive dynamics or otherwise, or if it is unable to do so in a time-efficient manner, the Group’s margins may be negatively impacted. Similarly, if the Group does pass cost increases to consumers through an increase in prices, this could have an impact on demand for its products, which can place downward pressure on revenue and sales growth. Because of the number of variables involved, it is not possible to quantify the impact of fluctuations in raw materials and energy prices on the Group. However, any of the factors described above could impact the Group’s results of operations, as well as its ability to invest in planned innovations or growth strategies.

The Group utilises hedging arrangements to manage fluctuating commodity, fuel and energy costs, which could have a negative impact on its financial performance

The Group has historically relied upon the Unilever Group to enter into forward purchase and hedging arrangements in an attempt to manage the costs of key raw materials, including dairy, cocoa and sugar, as well as to hedge movements in energy and fuel prices. Following the Reorganisation, the Group expects to enter into these arrangements on its own behalf. As at 31 December 2024, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at €296 million, details of which can be found in “Note 14. Treasury Risk Management” of the Combined Carve-Out Financial Statements. There can be no guarantee that the Group’s efforts will be sufficient to protect the Group from significant or prolonged price volatility in these areas, or that the costs of these hedging arrangements will not outweigh the benefits. For example, the time period covered by a hedging arrangement may not match the time period covered by certain supply arrangements, meaning the protection that is provided by such hedging arrangements may be limited. Similarly, hedging arrangements expose the Group to the risk that raw material, energy and fuel prices may reduce in the future, at a time when the Group’s hedging arrangements have locked it into a higher price range for these inputs. Accordingly, while forward purchase contracts and other hedging arrangements are designed to protect the Group from significant price fluctuations in the supply chain, they can also have a negative impact on the Group’s margins and overall financial performance.

The Group may be unable to anticipate, interpret and successfully respond to changes in consumer preferences or trends, which may result in decreased demand for its products

The success of the Group depends, in part, on its ability to anticipate, identify, interpret and meet the tastes, dietary habits and other preferences of consumers, and to offer products that appeal to those preferences.

The Group markets products across a range of geographic markets, categories, demand moments and consumption occasions, each of which has its own prevailing tastes and preferences. As a result, the Group must be responsive to diverse consumer needs, including with respect to when and how consumers snack and their desire for premium or value offerings. If the Group is not able to effectively produce and market products that meet the desires of consumers in each of its markets, or if the Group is unable to develop products in faster-growing or more profitable categories, occasions and demand moments, its results of operations and competitive positioning may suffer. The Group’s success relies in part on managing this complexity to promote its products successfully and deliver them to consumers where and when they prefer to consume them.

Consumer preferences may also change from time to time for various reasons, including as a result of health and nutritional trends, such as an increased demand for dairy-free and/or low sugar options. The Group must successfully distinguish between short-term trends and fads, on the one hand, and long-term changes in consumer preferences, on the other. If the Group does not accurately predict long-term shifts in consumer preferences, or if it fails to introduce new and improved products to satisfy those preferences, this may have a negative impact on revenue and sales, and on the Group’s ability to meet its growth targets.

The Group’s advertising and marketing efforts could prove to be unsuccessful

The Group relies heavily on marketing and advertising to increase brand visibility with existing and potential consumers and invests a significant amount of resources in marketing and advertising activities, particularly the use of media.

As brand communication models continue to rapidly evolve and new platforms develop, the Group must continue to maintain and grow its presence across existing and new social media and digital communications platforms to advertise its products. The Group’s ability to invest the necessary amount of funds in, and deploy,

TABLE OF CONTENTS

the right product communications, both in terms of messaging content and medium, is critical to the continued strength of its brands and its business.

The Group’s marketing efforts, including those efforts which may seek to leverage the potential of emerging technology solutions, may be unsuccessful for a variety of reasons, including its inability to execute and implement its plans effectively, failure to prioritise and focus brand and marketing investment in the correct markets or in the right brands, consumption occasions, demand moments or price points, failure to successfully utilise data and analytics, failure to allocate appropriate resources to media in an efficient, cost-effective and competitive manner, inaccurate trend forecasting, ineffective or insufficient social media content and failure to appeal to shifting consumer sensibilities and preferences.

Demand for the Group’s products could decrease and its profitability could suffer if the Group fails to promote its product offerings successfully across product categories or reach consumers in an efficient manner. The high cost of media may also hinder the Group from sufficiently advertising its brands to consumers. Following the Demerger, the Group will no longer be able to leverage media buying volume from the Unilever Group, which is expected to increase media costs. This dis-synergy could reduce advertising reach, exacerbating demand challenges. If the Group is unable to effectively market its products, this would have a material adverse effect on revenue and growth prospects.

The Group’s market share and earnings could be adversely affected if it fails to compete effectively

The Group’s competitors operate in and across multiple geographies, and include national, regional and local retailers and manufacturers of ice cream, as well as a large number of relatively small, independently-owned ice cream retailers and grocery retailers that produce private-label ice cream products.

The Group competes primarily on the basis of brand recognition and loyalty, taste, quality, breadth of flavour selection, price, product size and format, as well as shelf space and placement, and promotional activities. Its competitors have in the past implemented, and may in the future implement, various strategies to increase their market positions, such as the launch of new products, discounted pricing and increased M&A activity. Successful innovation depends in part on the Group’s ability to respond to new product introductions and technological advances made by competitors. To maintain its competitive position, the Group expects to increase expenditures on media, advertising, promotions and trade spend, and introduce new products and product line extensions, which may require new production methods, technological improvements and new machinery. If the Group’s competitors produce new products or offer lower prices, new competitors enter the Group’s markets or the Group is unable to distribute its products through existing retailers, it may lose market share.

For example, in the United States, some physical retailers have expanded shelf space for certain formats and product sizes at the expense of shelf space for the large tub category, resulting in the intensification of competition in relevant formats. Competitors may also increase promotional spending in the future, requiring the Group to increase its marketing spend, which may impact profitability. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about trade and consumer acceptance, increased expenditures may not prove successful in maintaining or increasing the Group’s market share and could result in lower sales and profits.

Any of the foregoing could negatively impact the Group’s ability to compete effectively, harm its sales volumes and reduce profitability.

Changes in the retail landscape, and the actions of major retailers and buying groups, can adversely affect the Group’s business

The retail landscape in which the Group operates is continually evolving, including as a result of market consolidation, the growth of digital commerce and the rise of non-traditional grocers with business-to-consumer channels, which will require the Group to continue to adapt to evolving relationships with its existing retail customer base, and to establish relationships with new market entrants. Failure to do so may impact the Group’s ability to market and distribute its products effectively.

Some customers and retailers with which the Group partners to sell its products may seek to increase their own profitability through improved efficiency, lower pricing or increased use of promotional programmes,

TABLE OF CONTENTS

and will assert pressure on the Group to modify its pricing and promotional arrangements in support of these goals. If the Group is unable to use its scale, product innovation and category leadership positions to respond to the demands, its profitability or volume growth could be negatively impacted.

The retail industry is also impacted by the actions and increasing power of large retailers and buying alliances with increased purchasing power, particularly in Europe. Maintaining strong relationships with such retailers and buying alliances is crucial for ensuring that the Group’s brands are well-represented and available for purchase. In a similar vein, the success of the Group’s digital commerce activities depends on its ability to secure and maintain partnerships with key digital commerce retailers and platforms through which the Group sells its products.

The Group has relationships with most of the top five retailers in each of its key markets, including Walmart, Rewe, Tesco and Albertsons. It also maintains important relationships with digital commerce platforms such as Walmart, DoorDash, Uber Eats and Amazon, and with a number of buying alliances throughout Europe. While the Group’s business is not dependent on its relationship with any one of these parties, a failure to maintain strong relationships with these and other retailers, digital commerce platforms and buying alliances in the Group’s key markets may impact the availability of the Group’s products in such markets or the Group’s ability to secure favourable pricing and competitive trade terms. Any of the foregoing could have a material and adverse effect on the Group’s revenue and margins.

The Group regularly enters into licensing arrangements and strategic product partnerships which could prove to be unsuccessful or subject the Group to increased costs or liabilities

The Group grants third parties licences to use its trademarks, patents, designs and/or other proprietary rights in connection with the manufacture, sale or distribution of third-party products. Additionally, the Group develops strategic partnerships with third parties to license its products for use in certain markets to deliver co-branded product innovations. These partnerships are intended to expand the Group’s product portfolio, enhance its marketing efforts and drive increased sales. The Group intends to continue to seek out new value-accretive collaborations and partnerships in the future as part of its growth strategy. While no single licensing arrangement or strategic partnership is material to the Group, revenue from the sale of products that were subject to some form of licensing or strategic partnership arrangement accounted for approximately 10 per cent. of the Group’s revenue for FY2024.

The Group may not achieve the benefits expected from its current licensing arrangements, strategic partnerships or any future collaborations it enters into. In addition, the negotiation process for such arrangements or partnerships may be time-consuming and complex. Should the Group’s existing or new licensing strategic partnerships not be successful or not provide the volume of sales growth anticipated, the Group may be unable to recoup its investment or pursue alternative arrangements.

Such arrangements may also require the Group to comply with certain governance or business practice standards of its partners, which may be more onerous than its own. Additionally, when the Group grants licences to third parties, such parties must comply with the Group’s responsibility partner framework. Failure by either party to comply with, or complete required audits in respect of, such standards may lead to delays in product rollouts or otherwise impact the Group’s ability to obtain new, and maintain existing, licensing arrangements or strategic partnerships, while also leading to negative publicity. In addition, such agreements may be terminable by the Group’s partners, and the Group may not be able to adequately protect its rights under such arrangements. The Group is also subject to the risk that its partners may devote insufficient time and resource to collaborations, which could adversely impact the success of such collaborations.

Any of the foregoing could have a negative impact on the Group’s revenues and margins, and on its ability to fully realise its growth strategy.

The Group is dependent on its senior management and its ability to attract, develop and retain a skilled workforce is essential for the continued success of its business

The success of the business and the Group’s ability to execute its business strategy will depend on the efforts of the executive Directors and the Company’s broader senior management team (the “Senior Management Team”). In anticipation of the Demerger, the Group has made significant investments in senior leadership and

TABLE OF CONTENTS

restructured its management and rewards structures to more closely align with its needs as a stand-alone business. As a result of this investment and restructuring programme, over 85 per cent. of the Group’s top 100 leaders are relatively new to their roles. Significant leadership changes or senior management transitions of this nature involve risk, and if the Group is unable to effectively transition or retain these new leaders, or if some of these new leaders do not perform at the levels expected of them, it could hinder the Group’s strategic planning, business execution and future performance. Furthermore, if the Group’s relationship with one or more of the members of the Senior Management Team ends for any reason (which risk may be heightened for senior leaders who are new to their role), there is no assurance that it will be able to replace them in the short term with people of comparable experience and qualifications. Any material delay in replacing such individuals may have an adverse effect on the Group’s operations and the public perception of the strength of its business.

The Group is also dependent on its ability to attract, hire, develop, motivate and retain a diverse range of skilled employees across the network. The Group has historically faced high levels of competition for, and turnover of, frontline factory employees in certain markets, including in the United States, and these dynamics may continue both in the United States and other markets in which the Group operates. Employee shortages, increased costs associated with heightened competition for employees, or high employee turnover rates may cause the Group’s operating expenses to increase or impact its ability to execute its growth strategy.

The governance structure of Ben & Jerry’s may pose certain risks to the reputation and operations of the Group

Pursuant to the arrangements entered into in connection with the acquisition by Unilever of Ben & Jerry’s in 2000, Ben & Jerry’s, a wholly-owned indirect subsidiary of the Company, maintains a defined purpose board of directors comprising a majority of independent members (the “Ben & Jerry’s Board”).

The rights, powers and authorities of the Ben & Jerry’s Board are limited to those expressly granted to it in the arrangements and include: (i) having primary responsibility over “preserving and enhancing the objectives of the historical social mission” of Ben & Jerry’s; and (ii) having primary responsibility over “safeguarding the integrity of the essential elements of the Ben & Jerry’s brand-name”. Examples of the social mission priorities contemplated by these arrangements at the time of the acquisition included, amongst other things, “packaging improvement efforts” to “achieve a compostable pint”; creating a “sustainability ‘footprint’” to help protect the environment; opposing the use of growth hormones and genetically modified organisms; and donating to philanthropic causes. Although the Ben & Jerry’s social mission objectives have evolved and may evolve from time to time, the evolution must be consistent with Ben & Jerry’s historical social mission, as reflected in this list of priorities. The Group retains primary responsibility for all other matters not related to these social mission priorities or expressly delegated to the Ben & Jerry’s Board, including the financial and operational aspects of the Ben & Jerry’s business.

Notwithstanding the limited responsibilities afforded to the Ben & Jerry’s Board, this unique governance structure introduces certain risks for the Group. There exists the potential for misalignment between decisions taken or public statements made by the Ben & Jerry’s Board, its members or others associated with Ben & Jerry’s (such as the co-founders of Ben & Jerry’s) and the decisions taken or public statements made by the Group, or the Group’s broader strategy and objectives. If the Ben & Jerry’s Board, its members or others associated with Ben & Jerry’s, individually or collectively, decide to pursue or promote certain social initiatives or causes (as they have done in the past), this may lead to increased costs, adverse publicity or legal or operational challenges for the Group. If these initiatives are perceived negatively by the public, they could result in reputational damage, consumer boycotts of products, investor claims or adverse shifts in consumer behaviour.

In addition to taking decisions or making public statements that are inconsistent with the Group’s strategy and objectives, the Ben & Jerry’s Board, its members or others associated with Ben & Jerry’s may also attempt to bring legal claims and make public statements against the Company or other members of the Group (as they have done against Unilever prior to the Demerger) where they may believe or assert that the actions of the Company infringe on their primary responsibilities for the “social mission” or “essential integrity” of the Ben & Jerry’s brand. Such actions could similarly result in reputational damage, consumer boycotts of products, investor claims or adverse shifts in consumer behaviour.

In the latest case brought against Unilever, which is described in detail in “Item 8. Financial Information—8.A. Consolidated Statements and Other Financial Information—Legal Proceedings”, the independent directors

TABLE OF CONTENTS

of the Ben & Jerry’s Board have alleged (on behalf of the Ben & Jerry’s Board and Ben & Jerry’s itself) that Unilever and its wholly-owned subsidiary, Conopco, violated elements of the arrangements governing the relationship between Unilever and Ben & Jerry’s referenced above, as well as certain commitments made by Unilever in a settlement agreement entered into by the parties in 2022 to resolve an earlier lawsuit the Ben & Jerry’s Board brought against Conopco and Unilever (as well as an amendment to that settlement agreement) by (i) refusing to approve the release of certain statements the Ben & Jerry’s Board wished to make in 2023 and 2024 related to the conflict in the Middle East; (ii) withholding their consent to make donations in 2024 to two organisations — Jewish Voice for Peace and the Council on American-Islamic Relations selected by the Ben & Jerry’s Board; and (iii) failing to purchase Palestinian almonds and erecting extracontractual hurdles regarding the purchase of these almonds. They are also seeking a declaration that Unilever and Conopco: (a) impermissibly terminated the former CEO of Ben & Jerry’s; and (b) may not diminish the rights of the Ben & Jerry’s Board in connection with the separation of the Ice Cream Business which is the subject of this registration statement.

The Company, Unilever, Conopco and Ben & Jerry’s HoldCo (a wholly-owned subsidiary of the Company) entered into agreements pursuant to which (amongst other things): (i) all liabilities incurred by the Unilever group in connection with; and (ii) conduct in respect of, the litigation described above (together with other litigation that may be brought by the Ben & Jerry’s Board in the future), will be assumed by the Company and Ben & Jerry’s HoldCo. While the Group expects to incur costs and expend management time and resource in defending or settling the current case, it does not believe this case will have a significant impact on the Group’s financial position or profitability. If the Company is unsuccessful in defending any element of the case, however, this could encourage the independent members of the Ben & Jerry’s Board, or others associated with Ben & Jerry’s, to bring similar claims in the future, which could cause reputational damage to the Group and serve as an on-going distraction to the Group’s management team.

The Group has taken a pro-active approach to finding common ground with the Ben & Jerry’s Board and its members to avoid future conflicts of the type that have arisen in the past. However, following investigations commissioned by the Group and conducted by external advisers, in the opinion of the Group the current chair of the Ben & Jerry’s Board no longer meets the criteria to serve as a member of the Ben & Jerry’s Board. The Group has informed the Ben & Jerry’s Board about the results of the internal investigations. The Group will consider its options depending on the response it receives from the Ben & Jerry’s Board.

As a result of all these factors, there remains an ongoing risk that the statements and actions of the Ben & Jerry’s Board, its members or others associated with Ben & Jerry’s (including the co-founders of Ben & Jerry’s) could adversely impact the Group’s reputation, business, financial condition, and results of operations.

A significant interruption at one or more of the Group’s key manufacturing facilities could have a material adverse effect on its business, financial condition or results of operations

The Group owns and operates 30 manufacturing facilities, which are located across six continents. The Group is particularly reliant on certain of its facilities with greater capacities and/or geographical distribution capabilities. The Group’s manufacturing facilities are responsible for the vast majority of the products produced and distributed by the Group. The operation of these manufacturing facilities could be disrupted for many reasons, including natural hazards (such as earthquakes, extreme weather conditions and floods), water shortages, fires, service or supply disruptions, system failures, workforce actions, political instability and war, or other causes. Interruptions or a loss of operations at any of the Group’s key manufacturing facilities as set out in “Item 4.B. Business Overview—Manufacturing and Logistics”, even for a short period of time, could result in significant production and delivery delays, and in cases where production at a particular manufacturing facility is shut down in full, the elimination of the availability of some of the Group’s products in one or more geographies for a period of time. This could have a significant impact on sales volumes, while also impacting the reputation of the Group and its brands. While the Group may be able to rely on one or more of its other manufacturing facilities with sufficient capacity or capabilities to help alleviate issues caused

TABLE OF CONTENTS

by such disruptions, there may be significant cost and timing delays associated with the use of alternative manufacturing facilities, in particular where such facilities are located in different geographic regions, or where they are typically used for the production of a different suite of products.

In addition, the Group expects to continue to make investments to upgrade its facilities in order to improve production capabilities, increase production lines, enhance the quality of its products and increase the automation and cost-effectiveness. To the extent this investment involves the modification or replacement of existing facilities, this could also lead to manufacturing delays and service interruptions during the period over which work on a particular facility is carried out, which could also have a negative impact on delivery times, product availability and sales volumes.

The Group may encounter challenges in achieving the intended benefits from its supply chain transformation programme, which could affect the Group’s financial performance and its ability to achieve its strategic objectives

The Group is undertaking a comprehensive supply chain transformation programme aimed at addressing inefficiencies in its global supply chain which have historically contributed to higher logistics costs, inconsistent service levels and lower operating margins. Examples of issues that have arisen in the past include operational inefficiencies in the Group’s manufacturing facilities due to limited capital expenditure investments, ageing assets and high fixed costs, and a lack of integrated planning which led to unbalanced inventories. The programme is designed to reduce operating costs by modernising the Group’s assets, reducing overheads and implementing adaptive manufacturing systems to drive improved production capacity, tailor the Group’s distribution footprint to reflect changes in the markets it serves, address supplier concentration, streamline product route-to-market and address issues of over-capacity and under-capacity at certain of its manufacturing facilities.

The complexity of co-ordinating a comprehensive supply chain transformation programme across six continents involves substantial logistical challenges, such as technological integration issues, regulatory hurdles, construction delays, macro-economic or geopolitical issues in one or more jurisdictions where the programme is being implemented (including the imposition of tariffs or other trade restrictions), employee management issues and other related issues. These challenges could lead to service interruption, cost over-runs and delays in the implementation of the programme. They may also require additional investment in construction, technology, human resources and other areas which are beyond what was originally budgeted for the programme, and which could increase the Group’s capital expenditure and operating expenses over the short to medium term. As a result, the Group may be unable to realise the full benefits of this transformation programme in the timeframe anticipated and could experience short-term service disruptions while changes contemplated by the programme are implemented. The success of the programme could also be impacted by issues such as customer acceptance of certain ingredients, processes and packaging used in the production or distribution of the Group’s products. Furthermore, the supply chain transformation programme will continue to require substantial management focus and attention, which could divert management’s attention from other critical business areas, potentially disrupting operations and affecting customer relationships. Employee morale and productivity might also be negatively impacted, risking unwanted attrition which could further delay the realisation of expected benefits and cost savings. Such challenges could raise unanticipated expenses and impact the Group’s goal of achieving significant supply chain enhancements by 2028, which could in turn adversely affect financial performance and operational synergies.

If the Group is unable to manage its inventory forecasting systems and extensive cabinet network, its business, financial condition and results of operations may be materially and adversely affected

The Group is reliant on its inventory management systems in order to forecast its production requirements and to enhance the efficiency of its supply chain. Inventory forecasts enable the Group to meet its internal targets for operating working capital. Accurate forecasts of demand for the Group’s products are necessary to fulfil orders from customers in a timely manner and avoid issues of understocking or overstocking certain products, which could lead to reduced sales volumes or, in the case of over-production, an increase in product spoilage and a negative impact on margins.

The Group may face particular challenges in effectively managing its network of approximately three million freezer cabinets, including over 60,000 AI-equipped smart cabinets. Failure to manage the timely and accurate stocking of its freezer cabinets, including as a result of inadequate algorithms, could also result in

TABLE OF CONTENTS

understocking or overstocking, leading to missed sales opportunities and customer dissatisfaction on the one hand, and the risk of product spoilage on the other. Additionally, failure to place cabinets correctly may necessitate costly adjustments to ensure accessibility and efficient use, any of which could reduce the Group’s sales volume and increase operating expenses.

Product recalls or other issues or concerns with respect to product quality and safety can adversely impact the Group’s business

The Group has in the past recalled, and could in the future recall, products due to product quality or safety issues, including actual or alleged mislabelling, misbranding, spoilage, undeclared allergens, adulteration or contamination. In the past three years, the Group has voluntarily issued four public product recalls which related to cross-packing, foreign bodies, incorrect language on labels and an undeclared allergen. While none of these product recalls had a material impact on the Group’s business, reputation or results of operations, a widespread product recall in the future that relates to a matter of particular public concern, or that requires the Group to take significant action to remedy, could have a significant impact on the Group. For example, a widespread product recall that requires the Group to close one or more of its key manufacturing facilities (even temporarily), to implement significant cleaning or other remediating actions, or to seek alternative sources of supply of its raw materials, could result in adverse publicity, reduce customer confidence and demand for the Group’s products, cause production and delivery disruptions, result in increased costs and damage the Group’s reputation. The Group may also be subject to liability, including litigation or fines, if the products which are the subject of such a recall violate applicable laws or regulations, or in the event they cause injury, illness or death.

Additionally, food safety, traceability (including in respect of product origins, ingredients and their attributes, through all stages of production, processing and distribution), hygiene and the perception by customers that products are safe are key to the reputation of the Group’s brands. The Group is susceptible to local, national and international food contamination, allergy incident or other health and safety issues affecting its products. Such incidents, whether or not they lead to a product recall, could affect consumer confidence and preferences, resulting in reduced purchase of products, or increased costs for the Group.

In addition to product recalls, a significant product liability or other legal judgment or a related regulatory enforcement action against the Group may adversely impact its reputation and profitability. Even if a product liability claim is unsuccessful or is without merit, any perception or allegation of failure to maintain adequate oversight over product quality or safety can result in litigation, government investigations or inquiries or civil or criminal proceedings, all of which may result in fines, penalties, damages or criminal liability. In addition, the Group’s insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the resulting damage to its reputation or brands.

Prolonged negative perceptions concerning health implications of ice cream could lead to an increase in regulation of the food industry or influence consumer preferences, which may adversely impact the Group’s brands, reputation and results of operations

The ice cream industry as a whole is faced with the global challenge of rapidly rising obesity levels. While the Group makes its products available in a range of sizes and varieties designed to meet all needs and health preferences, it is nonetheless subject to the risk of governments taking action that is detrimental to the ice cream industry as a whole. For example, governments in the markets where the Group sells its products may levy additional taxes on products with relatively high calories, sugar, fat content or salt levels or restrictions on ultra-processed foods, or restrict the advertising of products of this type. For example, in 2023, the United Kingdom restricted promotion and in-store placement of high-in-fat, sugar or salt products and in 2024, the state of California enacted a regulation banning artificial colours in products sold in public schools, effective from 2027. Additionally, the Group may be subject to initiatives that limit or prohibit the marketing and advertising of its products. The imposition of new taxes or limitations on the marketing or sale of the Group’s products may reduce overall consumption, lead to negative publicity, or leave consumers with the perception that the Group’s products do not meet their health and wellness needs, resulting in an adverse effect on the Group’s business, financial condition and results of operations.

TABLE OF CONTENTS

Even absent additional regulation, consumers may change their purchasing or consumption habits in response to perceived health concerns. The rise of medical treatments such as prescription weight loss drugs, such as Glucagon-like peptide-1 agonists in the United States and Europe, which may reduce appetite, may also lead to changes in consumption habits and a decrease in average consumption of ice cream, which could lead to a decrease in sales volume in relevant markets.

Any of these dynamics could have an adverse effect on the Group’s brands, reputation and sales.

Adverse political and economic conditions, including sustained recessionary or inflationary conditions, in the countries in which the Group operates may materially and adversely impact its business, financial condition or results of operations

By virtue of its global footprint, the Group’s operations and financial performance are impacted by worldwide geopolitical and economic conditions which may be difficult to predict. Political crises, such as war, social upheaval or unforeseen incidents, can disrupt the Group’s or its suppliers’ and customers’ operations, cause raw material price or fuel volatility, increase the difficulty and cost of transporting supplies and products, and ultimately affect the Group’s operating margins and profitability. For example, ongoing conflicts in Ukraine and the Middle East have intensified market volatility for energy and fuel, impacting the Group’s distribution costs in Europe. Further hikes in energy costs or other disturbances from broader geopolitical conflicts may further impact the Group’s financial performance, or otherwise cause interruptions to the Group’s operations.

Additionally, the imposition of new or increased tariffs or trade restrictions on the Group’s sales or imports (including those that may affect its sourcing operations and the availability of raw materials and commodities) may increase its cost of goods sold. Supply chain disruptions and delays as a result of any new tariff policies or trade restrictions could also negatively impact the Group’s cost of materials and production processes. If geopolitical tensions and trade controls were to increase or disrupt the Group’s business in markets where it has significant sales or operations, including disruptions due to governmental responses to such conflicts (such as the imposition of sanctions, export controls or retaliatory tariffs), such disruptions could adversely impact the Group’s business, financial condition, results of operations and cash flows.

More broadly, adverse economic conditions, such as elevated interest rates, inflationary or recessionary conditions, unemployment levels and other factors influencing consumer spending could reduce demand for the Group’s products or limit its ability to increase or maintain its prices. Such conditions may also harm the Group’s third-party suppliers’ financial performance, negatively impact the ability of the Group’s customers to timely pay their obligations or reduce the Group’s access to capital. While no individual factor discussed in this risk factor has had a material impact on the Group in the past, a combination of the political and macro-economic issues described herein could cause interruptions to the Group’s business or lead to an increase in costs or a decrease in revenue in certain markets in the future.

The Group’s business is seasonal and adverse weather conditions during its peak sales season could have a negative impact on its monthly financial performance

The ice cream business is predictably seasonal, with the months of May to September representing the peak selling season in the Northern Hemisphere. Weather conditions, which may be partially caused or exacerbated by climate change, during the peak season can have a disproportionate impact on the Group’s results of operations within the year, with unseasonably cool or wet weather adversely affecting monthly sales volumes, profits and cash flows. For example, unseasonably low temperatures and higher-than-usual rainfall had a negative impact on the Group’s sales volumes across Europe in the second and third quarter of 2023.

The Group’s business operations could be disrupted if its and/or Unilever’s IT systems and software fail to perform adequately

The Group depends on accurate, timely information and numerical data from key software applications to enable day-to-day decision-making and operate its key business functions, including its supply chain management, product manufacturing and distribution and order processing for a large part of its business operations. Increasing digital interactions with customers, suppliers and consumers place ever greater emphasis on the need for secure and reliable information technology (“IT”) systems and infrastructure.

TABLE OF CONTENTS

Unilever will continue to provide the Group with various IT-dependent services pursuant to the GTSA for a maximum period of 30 months from 1 July 2025. The IT infrastructure on which the Group depends, whether provided by Unilever or otherwise, may be exposed to outages due to fire, floods, acts of war or terrorism, cyber-attack, power loss, industrial action and other similar events. If Unilever is unable to maintain its IT infrastructure during the period of the GTSA, or if the Group is unable to do so in the future, one or more of the Group’s businesses may experience a disruption to, or shutdown of, its systems. Additionally, the IT operations Unilever provides are, and the Group expects its IT operations in the future to be, largely managed through third-party suppliers. Disruptions caused by failures of key software applications, underlying equipment or communication networks, or as a result of any failures in the operations of such third-party suppliers, for whatever reason, could delay day-to-day decision-making, payment processes, manufacturing processes and product deliveries, and could lead to severe damage, including significant financial loss, a need for additional investment, as well as contractual or reputational performance degradation. Moreover, restoring or recreating information that has been lost could be costly, difficult or even impossible. Any such failure of the IT systems on which the Group depends could result in the loss of sales and customers, causing its business or results of operations to suffer. See “—Risks Relating to the Demerger—As the Group establishes its own core IT environment and transitions its data to its own systems, it may incur substantial additional costs and may suffer temporarily reduced quality of IT services or temporary business interruptions”.

Security breaches and attacks against the Group’s and/or Unilever’s technology systems could damage the Group’s reputation and expose it to litigation or regulatory action

Many of the IT systems on which the Group relies, including those provided by Unilever under relevant transitional service arrangements, contain personal, financial or other information pertaining to its suppliers, customers, consumers and employees. These systems also contain proprietary and other confidential information related to the Group’s business, such as business plans, product innovation and designs, and sensitive contractual information.

Similar to many of its competitors, the Unilever Group has been subject to attempts to compromise its IT systems. The techniques and sophistication used to conduct cyber-attacks, as well as the sources and targets of these attacks, change frequently and are often not recognised until such attacks are launched or have been in place for a period of time. The Group incurs, and expects to continue to incur, substantial expense to protect itself against security breaches and their consequences. However, there can be no guarantee that such investments will meaningfully limit the success of future attempts to breach its IT systems.

To the extent the Group’s systems, or the systems of third parties upon which the Group relies, are subject to a substantial interruption or security breach, the Group may incur significant losses and may face litigation and/or regulatory fines, which may be substantial, and may not be fully covered by insurance. Such security breaches could also result in a violation of applicable data privacy legislation, such as the European Union’s General Data Protection Regulation (“GDPR”) and similar legislation in other regions, which could subject the Group to additional fines, litigation and investigations. A significant breach could also damage the Group’s reputation, adversely affecting the value of its brands and the demand for its products. For further detail, see “—Risks Relating to the Group’s Legal and Regulatory Environment—If the Group fails to comply with personal data protection laws it could be subject to adverse publicity, regulatory action and/or private litigation, which could negatively affect its business, financial condition and results of operations”.

Currency fluctuations could adversely impact the financial condition of the Group

Operating internationally involves exposure to movements in currency exchange rates. In particular, the Group is exposed to currency transaction risk in relation to its purchases of raw and product packaging materials whose price may be denominated in, or pegged to, a different currency from the currency earned by the Group on the sales of its products in different geographies.

Additionally, while the Group’s reporting currency is the euro, a significant portion of its assets, liabilities, expenses and revenue are denominated in currencies other than euro, in particular US dollars. Assets, liabilities, expenses and revenue are translated into euro at the applicable exchange rates to prepare the Group’s Financial Statements. Substantial fluctuations in the value of the euro compared to these other currencies (in particular the US dollar) could have a significant effect on the Group’s financial condition and results of operations.

TABLE OF CONTENTS

Currencies in several of the markets in which the Group operates have been subject to significant volatility, hyperinflation and/or devaluation in recent years. For example, the Turkish economy has been designated hyperinflationary since 1 July 2022. Turkey is the Group’s largest market by revenue in its Rest of the World (“RoW”) segment, and consequently the Group is required to apply IAS 29 Financial Reporting in Hyperinflationary Economies to all entities whose functional currency is Turkish lira. For FY2023 and FY2022, the Group recognised a €10 million and €2 million net monetary loss, respectively, as a result of the application of IAS 29.

While the Group has strategies to manage foreign currency fluctuations, including the use of currency hedging arrangements as described in “Note 14. Treasury Risk Management” of the Combined Carve-Out Financial Statements, there is no guarantee such strategies will be sufficient in the future, particularly in the event of global and local market volatility, as a result of which the Group’s results of operations could be materially and adversely impacted. For more information on the impact of exchange rate fluctuations in the Group’s key markets, see “Item 5. Operating and Financial Review—5.A. Operating Results—Results of Geographical Operating Segments—Reconciliation of Non-IFRS Financial Measures”.

Labour disputes could have a material adverse impact on the Group’s business, financial condition or results of operations

The Group may become subject to strikes, work stoppages or other types of labour disputes with its employees in one or more of its major markets or at one or more of its manufacturing facilities. A widespread strike in one or more major markets or at one of the Group’s manufacturing facilities, particularly during its peak selling season or at a factory where products are manufactured for one or more specific markets and there is no readily available substitute factory for such products or markets, could have a significant impact on the operation of the Group’s business and jeopardise its ability to meet its product delivery or service obligations to its customers. Efforts to avert such action through negotiation with groups of employees or unions in the Group’s major markets or manufacturing facilities could result in higher personnel costs, and also divert the time and energy of the Senior Management Team away from routine operational priorities. The Group may also be subject to general country strikes or work stoppages unrelated to its business. For example, strikes by transport workers could result in operational delays or other adverse impacts on production, while strikes or work stoppages at the Group’s suppliers or customers could also impact its supply chain and sales channels, which could have a negative impact on sales volumes and cost of sales.

Failure to maintain satisfactory credit ratings could adversely affect the Group’s liquidity, capital position, borrowing costs and access to capital markets

The Group expects that credit rating agencies will routinely evaluate their ratings of its long-term and short-term debt, which will be based on a number of factors. Whether as a result of its own actions or factors which are beyond the Group’s control, any actual or anticipated changes or downgrades of the Group’s credit rating by a credit rating agency (including any announcement that its ratings are under review for a downgrade) could adversely affect the Group’s liquidity, capital position, borrowing costs, access to capital markets or require the posting of additional collateral under the Group’s derivative contracts.

The Group’s ability to comply with the terms of its debt facilities may be impacted by events beyond the Group’s control

In connection with the Reorganisation and Demerger, the Group has entered into a series of borrowing arrangements with unaffiliated third-party lenders, including: (i) three term loan facilities with a total commitment of €4 billion; and (ii) a revolving credit facility with a total commitment of €1 billion, each as described in “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Capital Resources and Indebtedness”. The Group may in the future enter into additional borrowing arrangements with bank lenders or raise debt finance in the international capital markets or through the establishment of a commercial paper programme. Failure to comply with the terms of the Group’s debt finance arrangements could result in a default under those arrangements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these arrangements and to foreclose upon any collateral securing the debt. This could lead to a downgrade in the Group’s credit

TABLE OF CONTENTS

rating and make it more difficult to access debt finance on favourable terms in the future, which would have a negative impact on the Group’s liquidity and on its ability to pursue its growth strategy.

Impairment of the Group’s goodwill and other intangible assets would result in a reduction in net income

As of 31 December 2024, the Group had €1.4 billion of goodwill, trademarks, software and other intangible assets, which are periodically evaluated for impairment in accordance with current accounting standards. The Group may confront events and circumstances that can lead to an impairment charge, including macroeconomic industry and market conditions, significant adverse shifts in its operating environment or the manner in which an asset is used, pending litigation or other regulatory matters and current or forecasted reductions in net sales, operating income or cash flows associated with the use of an asset. Impairment charges have resulted, and may in the future result, in a reduction in net income.

The Group’s insurance coverage may not be sufficient

The Group maintains insurance of the types and in the amounts it believes are commercially reasonable based on its business and organisation as well as the practice of other actors in its industry. In particular, the Group maintains directors’ and officers’ insurance, workers’ compensation insurance, public and product liability insurance, business interruption insurance, cyber insurance, travel insurance and property insurance as well as certain other insurances as deemed appropriate by the Group.

The Group’s insurance coverage may be insufficient to protect against all losses and costs stemming from operational failures and the Group cannot be certain that such insurance will continue to be available on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. Moreover, insurers may default on claims they are required to pay. The successful assertion of one or more large claims against the Group that exceeds available insurance coverage, or the occurrence of changes in the Group’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on the Group’s margins.

Environmental and Social Risks

The physical impacts of climate change may disrupt the Group’s operations and/or reduce consumer demand for its products

The Group’s operations, workforce and supply chain may be exposed to climate change, particularly changes in the frequency, intensity and/or duration of adverse weather conditions, including storms, drought, flooding, wildfire, other extreme weather events and patterns, and water shortages. Climate change, including natural disasters, extreme weather conditions, and sustained increase in temperatures could pose physical risks to the Group’s facilities resulting in impairment or disruption to its manufacturing and distribution network, disruption to its supply chain (causing delays, shortages or increased prices with respect to sourcing commodities) or changes in demand for its products.

Climate change, and the increased incidence of adverse weather and environmental conditions that result from it, can therefore increase costs for consumers and reduce availability of the Group’s products, both of which could have a negative impact on its earnings and growth prospects. For a discussion of how climate change may impact commodity prices, see “—Volatility in the cost of raw materials and energy may adversely affect the Group’s business, financial condition or results of operations”.

The Group sources key commodities that are associated with the risk of causing deforestation, biodiversity loss and human rights violations in the value chain

The Group directly or indirectly sources certain key commodities, including cocoa, palm oil and soy (which is used to feed cattle), that form part of its supply chain. These commodities are associated with the risk of causing deforestation and biodiversity loss, and can be associated with human rights violations, such as child labour and/or adverse working conditions in the Group’s supply chain. These risks are most likely to arise in the regions/jurisdictions that the Group sources from the most, such as Madagascar in relation to vanilla and Côte d’Ivoire in relation to cocoa. To the extent the Group’s actions, or indeed those of its supply chain partners, contribute to (or are perceived to contribute to) these issues, this can lead to negative public attention

TABLE OF CONTENTS

and scrutiny which can cause reputational harm, as well as legal claims from individuals or regulatory authorities leading to financial penalties, fines and potential prosecution for violation of applicable laws and regulations. In addition, this can lead to regulatory intervention aimed at curbing the production of certain raw materials in certain regions and to a negative effect on ecosystem services potentially impacting yields, which could cause interruptions to the Group’s supply chain. This could lead to increased costs, delays in obtaining necessary raw materials and other operational issues. All of these issues could have a significant impact on the Group’s margins, profitability, competitive position and growth prospects.

The Group is subject to changes in environmental regulations, which could impact its margins

The Group is subject to increased focus by federal, state and local regulatory and legislative bodies globally regarding environmental policies relating to climate change, greenhouse gas (“GHG”) emissions (including carbon pricing or a carbon tax), energy consumption, ESG reporting obligations and other sustainability matters (such as single-use plastics and deforestation). New legal and regulatory requirements have increased, and could continue to increase, the Group’s operating costs for key inputs such as energy or packaging through taxes or regulations, including taxes on specific packaging material types. Increasing regulation of carbon taxes could also substantially increase the Group’s product supply chain and distribution costs. In addition, the Group may be subject to fines under the EU’s Green Claims Directive if its products do not meet the required environmental labelling standards.

Even if the Group makes changes to align with such legal or regulatory requirements, it may still be subject to significant penalties or potential litigation if such laws and regulations are interpreted and applied in a manner inconsistent with the Group’s practices. Additionally, the Group might not effectively address increased attention from the media, holders of Shares (“Shareholders”), activists and other stakeholders on climate change and related environmental sustainability and social matters, including deforestation, biodiversity, land use, water use, packaging (including plastic) and human rights concerns and its reputation and competitive positioning may be harmed.

Increasing concerns about the environmental impact of plastic waste could result in reduced demand for the Group’s products and increased production and distribution costs

There are increasing concerns among consumers, governments and other stakeholders about the damaging impact of the proliferation and accumulation of plastic waste in the environment, particularly in the world’s waterways, lakes and oceans. The Group uses a significant amount of plastic to package its products which, while largely recyclable, may not be regularly recovered and recycled, including as a result of lack of collection and recycling infrastructure, low economic value or consumer recycling habits. If the Group does not, or is perceived not to, act responsibly to address plastic materials recoverability and recycling concerns, its corporate image and brand reputation could be damaged, which may cause consumers to reduce or discontinue consumption of some of its products. In addition, in response to environmental concerns, governmental entities around the world have adopted or are considering adopting regulations and policies, including single-use plastic bans and other plastic taxes, designed to mandate or encourage plastic packaging waste reduction and an increase of recycling rates or, in some cases, restricting or even prohibiting the use of plastic containers or packaging materials.

Both consumer and customer responses to the environmental impact of plastic waste and emerging regulation by governments to tax or ban the use of certain plastics require the Group to find solutions to reduce the amount of plastic it uses; increase recycling post-consumer use; and source recycled plastic for use in its packaging. At this stage, the Company’s approach is to respond to regulatory requirements applicable to plastic packaging on a market-by-market basis, given the fragmented regulation in this area. Further policies may be developed as necessary. The Group also depends on the work of its industry partners to create and improve recycling infrastructures throughout the world. In addition to the risk of being unable to find appropriate replacement materials, the cost of recycled plastic or other alternative packaging materials could significantly increase in the foreseeable future due to high demand, and this could impact the Group’s business performance. The Group could also be exposed to higher costs as a result of taxes or fines if it is unable to comply with plastic regulations, which would further impact its profitability and reputation.

TABLE OF CONTENTS

Risks Relating to the Group’s Legal and Regulatory Environment

The Group is required to comply with numerous, complex, constantly evolving legal and regulatory requirements in multiple jurisdictions, and could suffer financial, operational or reputational loss due to non-compliance

The Group operates in 80 countries around the world, by virtue of which the Group is subject to complex, overlapping and rapidly evolving laws, regulations and licensing requirements, including in relation to product composition, manufacturing, storage, handling, packaging, labelling, advertising, employment and occupational health and safety, environmental and social (including human rights, labour practices and environmental impacts) and governance matters and reporting. Such laws may vary significantly from jurisdiction to jurisdiction, and are subject to continual changes in scope, breadth and interpretation.

The Group is also required to maintain various approvals, licences and permits in accordance with the relevant laws and regulations in jurisdictions in which it operates.

By way of example, the Group is subject to extensive food safety regulations and is subject to governmental food processing controls in each of the countries in which it operates, including Regulation EC/178/2002 for European Union Member States, the Food, Drug, and Cosmetic Act (US), Codex Alimentarius (international standard) and the ASEAN Food Safety Regulatory Framework. The Group is also regularly inspected by various national and local regulatory authorities, including food safety authorities, with the frequency and intensity often based on a risk assessment of the Group’s production processes.

The Group is also subject to extensive advertising and marketing regulations in each of its markets, including national advertising and marketing regulations that are aligned to the ICC Code of Advertising Practices, and European regulations on trade and marketing applicable to the ice cream industry, such as Regulation (EU) No 1151/2012 and Directive 2005/29/EC which bans misleading claims regarding ingredients, production methods or health benefits of certain foods.

Additionally, the Group is also subject to environmental and health and safety regulations, plastics and packaging regulations, and sustainability reporting obligations. Environmental and health and safety regulations include the Health and Safety at Work Act 1974 and the Control of Major Accident Hazards Regulations 2015 in the UK; Regulation EC 1907/2006 for Registration, Evaluation, Authorisation and Restriction of Chemicals and Industrial Emissions Directive in Europe; and the Clean Air Act and the Occupational Safety and Health Act in the United States and govern, among other things, air emissions and the discharge of wastewater and other pollutants, the handling and disposal of hazardous materials, and the cleanup of contamination in the environment. A more detailed discussion of the regulations to which the Group is subject is set out in “Item 4. Information on the Company—4.B. Business Overview—Regulatory Overview”.

Taken together, the universe of regulations to which the Group is subject gives rise to risks for the Group. Failure to comply with applicable legislation or regulation in the Group’s key markets, including with respect to required approvals, licences or permits, may impact the Group’s ability to operate its business in that market, or damage its reputation, and expose it to potential fines, damages, injunctions, product recalls or criminal sanctions. Furthermore, existing regulations are subject to change, which could lead to increasing compliance costs for the Group as it adapts its business to ensure ongoing compliance with changes in regulation, or delay or prevent the execution of its strategic plans or increase the cost of implementing such plans.

Failure to obtain, maintain or successfully enforce its IP or rights to confidential information, or claims of infringement by third parties, could materially and adversely impact the Group’s business

The Group’s most material IP assets are its brands, in particular Ben & Jerry’s, Cornetto, Magnum and the Heartbrand, which are wholly owned by the Group. The protection of the Group’s IP rights in relation to these brands is critical to its business. In addition, the Group relies on trademarks, trade names, domain names, copyrights, design rights, patents, trade secrets, know-how, confidential information and other IP rights, and agreements with its employees, customers, suppliers and other parties, to protect its extensive portfolio of brands, products, packaging, manufacturing processes and other technologies. If the Group fails to obtain and maintain sufficient IP and confidential information protection for its current and future products

TABLE OF CONTENTS

and technologies or is unable to enforce such protections against third parties, its business could be materially and adversely affected.

As the Group continues to expand its product portfolio, it expects to file additional applications for new IP rights. Such applications may not be successful, and the Group may be required to pursue lengthy and expensive processes in an attempt to obtain such rights. If the Group is unable to protect its new or existing IP rights, its competitors may be able to utilise its proprietary designs, technologies and innovations, materially impacting the Group’s competitiveness. In addition, the Group may be subject to claims and other legal proceedings against it by competitors claiming infringement or other violation of their IP rights. Such litigation is complex and expensive, and outcomes are difficult to predict. As a result of such claims, the Group may be subject to damages, costs and other financial remedies and liabilities, and be required to seek licences from third parties, which may not be available on satisfactory terms or at all. The Group may also be subject to injunctions which require the Group to stop selling certain products or using certain technologies, which could have a material adverse effect on the Group’s revenue and ability to grow the business.

The Group could be subject to adverse tax rulings and to changes in tax laws, regulations and interpretations

Tax laws and regulations are complex and subject to varying interpretations, and the Group is subject to regular review and audit by the tax authorities in the jurisdictions in which it operates. In addition, the determination of the Group’s income tax provisions and other tax liabilities requires significant judgement, and there are many transactions and calculations, including in respect of intragroup transactions, where the ultimate tax determination is uncertain. Any adverse outcome of a tax review or audit, or a disagreement by a relevant tax authority in relation to judgements taken by the Group, could result in additional tax payments or penalties, which could be significant. For example, the Group is currently subject to a number of pending tax assessment matters, particularly in Brazil, where such assessments can result in significant losses. In FY2024, the Group disclosed a contingent liability of €98 million related to its ongoing tax assessments in Brazil. There also remains the possibility of further material tax assessments related to the same matter for periods not yet assessed. Although the Group believes that the judgements and determinations it makes relating to its tax position are reasonable, disagreements with tax authorities could materially affect the Group’s results of operations in the periods for which such judgements and determinations are made.

In addition, tax is a complex and evolving area where laws and regulations are changing regularly, leading to the risk of unexpected tax exposure. For example, multi-jurisdictional legislative changes continue to be enacted in response to the guidelines provided by the Organisation for Economic Co-operation and Development to address base erosion and profit shifting, including the enactment of a global minimum tax — “Pillar Two” — in each EU member state, the UK and multiple other jurisdictions in which the Group operates. The UK and the EU are considering further potential tax reform — for example, the proposed reform of UK law in relation to transfer pricing, permanent establishment and diverted profits tax.

Furthermore, US tax authorities continue to issue various forms of guidance, including notices of proposed rulemaking and United States Treasury regulations, implementing and clarifying aspects of significant reforms to the United States Internal Revenue Code introduced under the 2017 Tax Cuts and Jobs Act, the 2022 Inflation Reduction Act and the 2025 “One Big Beautiful Bill Act”.

Taken together, adverse tax rulings and changes in tax laws, regulations and interpretations could increase tax uncertainty, increase the Group’s effective tax rate and lead to the imposition of fines and penalties.

The Group may be exposed to risks in relation to compliance with anti-corruption, economic sanctions and other laws and regulations in the jurisdictions where it conducts its business

The Group is required to comply with the laws and regulations of the various jurisdictions in which it conducts its business. This may expose it to risks in relation to compliance with anti-corruption, economic sanctions and other laws and regulations, including, but not limited to, the Dutch Criminal Code (Wetboek van Strafrecht), the US Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, and economic sanctions programmes, including those administered by the United Nations, the European Union and the Office of Foreign Assets Control in the United States. Violations of applicable anti-corruption and economic sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing

TABLE OF CONTENTS

contracts) and revocations or restrictions of licences, as well as criminal fines and imprisonment. In addition, any major violations could have an impact on the Group’s reputation and consequently on its ability to win future business.

If the Group fails to comply with personal data protection laws it could be subject to adverse publicity, regulatory action and/or private litigation, which could negatively affect its business, financial condition and results of operations

In the ordinary course of the Group’s business, it receives, processes, transmits and stores information relating to identifiable individuals (“personal data”), such as consumers, customers/distributors, vendors, employees and job applicants, site visitors, and website/app users. This includes identification and contact details, behavioural and transactional data, employment and compliance records, biometric and CCTV data, and information related to complaints, recalls, and legal obligations. Consequently, the Group is subject to complex and evolving laws, rules, regulations, orders and directives relating to the collection, use, retention, security, processing and transfer of personally identifiable information across multiple jurisdictions. In particular, the processing of personal data is regulated in the United Kingdom and the European Union by the GDPR and in the United States by the California Consumer Privacy Act, among others.

Failure to comply with any of these laws or regulations may increase the Group’s costs, subject it to expensive and disruptive government investigations, result in substantial fines or result in lawsuits and claims against the Group to the extent these laws include a private right of action. For example, GDPR imposes stringent data protection obligations that can result in high compliance burdens, including that the Group demonstrate its compliance with data protection principles. GDPR imposes potential fines of up to the higher of €20 million or 4 per cent. of global annual net revenue and confers a private right of action on certain individuals and associations. Compliance with GDPR and other applicable international privacy, cybersecurity and related laws can be costly and time consuming. Any changes to laws and the introduction of such laws in other jurisdictions may subject the Group to, among other things, additional costs and expenses, and has required and may in the future require costly changes to the Group’s business practices and security systems, policies, procedures and practices. Data privacy laws may also be inconsistent from jurisdiction to jurisdiction. There can be no assurance that the Group’s security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices the Group has implemented or may implement in the future will prevent the improper disclosure of personal data. Improper disclosure of personal data could harm the Group’s reputation, result in a violation of applicable privacy and other laws, and subject the Group to private consumer, business partner, or litigation and governmental investigations and proceedings, any of which could result in the Group being exposed to material civil or criminal liability.

The Group is subject to risks associated with the enforcement of antitrust and competition laws

The Group is subject to various antitrust and competition rules and regulations in the countries in which it operates. These laws and regulations evolve and change, and their interpretation, application and enforcement can also change, be unpredictable or be affected by changing political or social pressures.

The Group’s business activities have been, and may in the future be, subject to investigations, regulatory actions or inquiries involving alleged violations of antitrust and competition laws, certain of which remain ongoing. The most material ongoing anti-trust and competition law disputes to which the Group is subject are set out below:

•

in December 2017, the AGCM fined Unilever Italia MKT Operations S.R.L (the Ice Cream Business of which now forms part of the Group) €60.7 million for alleged imposition of exclusivity and abuse of dominant position. The Italian Council of State (Consiglio di Stato) upheld the fine. The fine was paid in 2018 and an appeal to the Italian Cassation Court (Corte di Cassazione) is ongoing. A decision is expected in 2025 or 2026; and

•

in March 2021, the Turkish Competition Authority (Rekabet Kurumu, the “RK”) fined Unilever Sanayi ve Ticaret Türk A.Ş. (the Ice Cream Business of which now forms part of the Group) TRY 360 million for allegedly establishing exclusivity obligations and offering allegedly abusive rebates. The RK also imposed a “Cooler Rule Obligation” whereby outlets with an indoor commercial surface of less than or equal to 100m²

TABLE OF CONTENTS

with no non-Unilever freezer cabinet available to consumers can decide to leave 30 per cent. of the Unilever freezer cabinet space available for competitor products. This case is the subject of an appeal petition before the Regional Administrative Court and a decision is expected in 2025 or 2026.

A successful antitrust/competition law challenge against the Group could result in the imposition of significant fines by one or more authorities, and/or in decisions preventing the Group from further expanding its business, and/or third parties (such as competitors and customers) initiating civil litigation claiming damages caused by anticompetitive practices. Further, if one jurisdiction imposes or proposes to impose new requirements or restrictions on the Group’s business, other jurisdictions may follow. Rulings by government agencies and courts on antitrust/competition matters, whether or not valid or subject to appeal, could result in civil penalties, regulatory fines, mitigation or significant capital expenditures or could require changes in the Group’s business practices, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

If the above or any currently unknown lawsuits or investigations relating to violations of antitrust and competition laws are decided unfavourably for the Group, its business, financial condition and results of operations could materially suffer.

Litigation, disputes and regulatory investigations may materially and adversely affect the Group’s business, financial condition, results of operations and prospects

The Group’s business activities are, and may in the future be, subject to legal proceedings, disputes and regulatory and governmental investigations in various contexts, including consumer fraud actions, competitor and regulatory challenges to product and marketing claims, competition law investigations, product liability and quality claims, human resources claims, contractual disputes and other disputes or claims arising in the ordinary course of its business operations. These legal actions, disputes and investigations may relate to aspects of the Group’s businesses and operations that are specific to the Group, or that are common to companies that operate in the Group’s markets, and this risk may be enhanced in circumstances where the Group is operating in new markets. Legal actions and disputes may arise under contracts, regulations or from a course of conduct taken by the Group, and may be class actions.

Although the Group has developed and implemented a set of standards, controls, and policies and procedures that are tailored to the specific requirements of the Group and the regulatory regimes of the jurisdictions in which it operates, there is no guarantee that those standards, controls, and policies and procedures will totally shield the Group from liability, and the Group remains exposed to the risk of potential civil and/or criminal actions leading to damages, fines and sanctions. For example, the risk of consumer fraud class actions, competitor, regulatory and governmental challenges to product and marketing claims, and product liability lawsuits remains significant. Governmental agencies such as the United States Federal Trade Commission (the “FTC”) are very active in oversight of consumer products as they seek to prevent consumer fraud. The FTC may have changing enforcement priorities in this area, for example, the use of expert endorsements/testimonials and environmental marketing claims. Consumer fraud actions, and competitor, regulatory and governmental challenges to product and marketing claims, and class-action lawsuits affecting the Group have the potential to do significant damage to the Group’s reputation and materially and adversely affect the results of its operations and financial condition.

Given the large or indeterminate amounts of damages sometimes sought by claimants, other sanctions that might be imposed (including the Group no longer being able to use key claims) and the inherent unpredictability of litigation and disputes, it is possible that an adverse outcome to any litigation, dispute, government or regulatory investigation could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. For more information on the legal proceedings to which the Group has been subject, see “Item 8. Financial Information—8.A. Consolidated Statements and Other Financial Information—Legal Proceedings”.

If the Company loses its status as a “foreign private issuer” under the US federal securities laws, it will incur significant costs and require significant management resource in order to comply with the US rules applicable to a “US domestic” issuer

As a foreign private issuer, the Company will be permitted to follow certain home country corporate governance practices instead of those otherwise required by the NYSE for US domestic issuers. For instance,

TABLE OF CONTENTS

the Company may follow Dutch home country practices with respect to, among other things, composition and function of the committees of its Board, certain quorum requirements and other general corporate governance matters. In addition, in certain instances, the Company may choose to follow its home country law, instead of the NYSE rules applicable to US domestic issuers that would require that the Company obtains shareholder approval for certain dilutive events, such as an issuance that will result in a change of control of the Company, certain transactions other than a public offering involving issuances of a 20 per cent. or more interest in the Company and certain acquisitions of the stock or assets of another company.

In the future, the Company would lose its foreign private issuer status if a majority of its shares are owned by US residents and: (i) a majority of its directors or executive officers are US citizens or residents; (ii) more than 50 per cent. of its assets are located in the United States; or (iii) its business is administered principally in the United States. The regulatory and compliance costs to the Company under US securities laws as a US domestic issuer would be significantly more than costs the Company incurs as a foreign private issuer. If the Company is not a foreign private issuer, it would be required to file periodic reports and registration statements on US domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. The Company would also have to mandatorily comply with US federal proxy requirements, and its executive officers, directors and principal Shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the US Exchange Act. Further, the Company would under current SEC rules be required to prepare its financial statements in accordance with US generally accepted accounting principles and modify certain of its policies to comply with corporate governance practices associated with US domestic issuers. In addition, the Company may lose its ability to rely upon exemptions from certain corporate governance requirements of the NYSE that are available to foreign private issuers. Such transition and modifications would involve additional costs and may divert management’s attention from other business concerns.

Risks Relating to the Demerger

The Group may not achieve any or all of the expected benefits of the Demerger, and the Demerger could adversely impact the Group’s business, results of operations or financial condition

The Group may be unable to realise all the potential benefits that it expects to achieve from the Demerger. These benefits include the Group’s ability to focus on its own strategic and operational plans, cost savings from a lean and efficient company setup, and a more efficient allocation of capital which is expected to increase the Group’s earnings and profitability.

The Group may not achieve these or other anticipated benefits of the Demerger for a variety of reasons. For example, following the Demerger, the Group will no longer benefit from being a fully integrated part of Unilever’s business operations. The Group may lose business opportunities that it previously enjoyed because its customers took into consideration other business opportunities relating to the broader Unilever Group in contracting with it in relation to ice cream. Furthermore, the Group may need to renegotiate with its suppliers and customers and the Group cannot guarantee that the same contractual terms will be maintained for such agreements. There can be no guarantee that when the existing contractual arrangements with these suppliers and customers expire, the Group will be able to obtain pricing and payment terms on the same basis as its previous arrangements, or at all.

If Unilever fails to perform its obligations under any of the transitional services arrangements it has entered into with the Group, the Group may be unable to obtain replacement agreements with unrelated parties in a timely manner or on similar terms

The Group has entered into the GTSA, whereby Unilever will provide the Group with certain operational services, including IT infrastructure and support services, financial services and support, operations management services, distribution services, the use of offices and facilities, logistics and supply-chain management. In addition, the Group has also entered into a variety of Local OMAs and manufacturing agreements, pursuant to which Unilever provides the Group with certain raw and packaging materials for incorporation in, as well as manufacturing services for the production of, ice cream products. If Unilever fails to perform its obligations under any of these arrangements, the Group would need to find substitutes to provide such services, which could be costly and time consuming. While the Group believes it would be able to

TABLE OF CONTENTS

obtain replacement agreements with unrelated third parties within a reasonable amount of time in order to carry on its business independently, there is no guarantee that the Group will be able to obtain replacement agreements with such third parties without some element of delay or on terms that are comparable to its existing arrangements with Unilever. In such cases, the Group may incur proportionately higher costs for these services, or experience disruption to its operations while replacement services are sourced.

The transitional services arrangements entered into between Unilever and the Group may prove to be insufficient for all the Group’s needs following the Demerger

As a fully integrated part of Unilever, the Group has historically relied on Unilever’s resources in relation to, among other things, financial and administrative matters, as well as services related to taxes, legal and contract management, IT, corporate communications, procurement, human resources, internal audit, compliance, real estate, cyber-security, accounting, and financing (including treasury, guarantees, insurance and pension management). Under the GTSA and the Local OMAs, Unilever will continue to provide some of these services to the Group for a maximum period of 30 months from 1 July 2025. However, the services provided by Unilever under the GTSA and the Local OMAs may prove to be insufficient to cover all of the Group’s needs in these areas during the periods these agreements are in effect, or they may not fully capture the organisational and commercial benefits the Group’s business enjoyed as a fully integrated part of Unilever. Any gap or inefficiencies experienced by the Group in relation to the provision of these services by Unilever could lead to operational delays and increases in costs as the Group finds alternative suppliers or service providers to fill these gaps.

The Group has incurred and will continue to incur significant costs in connection with the Demerger and incremental costs as an independent, publicly-traded company

The Group expects the Demerger process to continue to be complex and time-consuming. The Group needs to establish or expand its own corporate functions, including facilities, insurance, logistics, quality, compliance, finance, human resources, benefits administration, procurement support, information technology, legal, corporate strategy, corporate governance, other professional services and general commercial support functions. In particular, the Group will be subject to increased regulatory obligations as a result of being listed, and its Senior Management Team will need to devote a substantial amount of time to ensure that the Group complies with all of these requirements, which may divert their attention from operating and growing the Group’s business. For example, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as well as regulations subsequently adopted by the SEC and the NYSE, has imposed various requirements on public companies, including rules regarding corporate governance practices. Sarbanes-Oxley requires, among other things, that the Group maintain and periodically evaluate its internal controls over financial reporting and disclosure controls and procedures. The Group and the Senior Management Team will have to perform system and process evaluation and testing of its respective internal controls over financial reporting to allow it and the Group’s reporting accountants to report on the effectiveness of the Group’s internal controls over financial reporting, as required by section 404 of Sarbanes-Oxley.

The Group also needs to make investments or hire additional employees to operate without the same access to Unilever’s existing operational and administrative infrastructure. The Group expects to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Unilever historically provided prior to the Demerger. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than the Group’s estimate, and the timing of the incurrence of these costs is subject to change. Any failure or significant downtime in the Group’s own financial, administrative or other support systems, or in the Unilever financial, administrative or other support systems during the transitional period during which Unilever provides the Group with support, could adversely affect its business, results of operations or financial condition, such as by preventing the Group from paying its suppliers and employees, executing business combinations and foreign currency transactions, or performing administrative or other services on a timely basis.

The Group’s Financial Statements may not necessarily reflect the results that the Group would have achieved as an independent, publicly traded company or may not be a reliable indicator of its future results

Prior to 1 July 2025, the Group did not operate as a stand-alone group. Accordingly, the Financial Statements included in this registration statement do not necessarily reflect what the results of the Group would have been

TABLE OF CONTENTS

had it operated as a stand-alone group during the period under review. The historical financial information has been derived from Unilever’s historical financial and company information, with certain adjustments being made. In order to reflect the assets, liabilities, income and expenses that fall within the perimeter of the Group, various combination rules as well as a series of assumptions and estimates have been applied.

For example, the Financial Statements include the assets, liabilities, revenue and expenses that the management of Unilever determined are specifically or primarily identifiable as belonging to the Group, as well as certain indirect incurred costs. These allocations have been determined on a basis that both Unilever and the Group consider to be a reasonable reflection of the utilisation of services provided to, or the benefit received by, the Group during the periods presented. The reasonable reflection is primarily based on revenues generated by the Group as compared to Unilever.

Had the Group operated independently during the periods presented, the level of costs incurred would have been different and would have been influenced by a number of factors including the chosen organisational structure, the functions that are outsourced as opposed to performed by employees, and by other strategic decisions taken by the Group. The value of the assets and liabilities the Group assumes in connection with the Demerger could ultimately be materially different from the attributions as calculated by the management of Unilever for the purposes of preparing the Financial Statements, which could adversely affect the Group’s reported results in the future.

The Group is subject to tax risks due to the Reorganisation

The Reorganisation and the grouping of activities and assets that shall form part of the Group were implemented by way of three separate demergers under Dutch law and comparable measures under the laws of other jurisdictions as well as certain carve-out measures. In the course of carrying out the Reorganisation, a multitude of assets have been transferred. As a general rule, the taxes arising in the course of the Reorganisation shall be borne by the entity which owes such taxes as the statutory taxpayer. For example, in the event that the Group was separated by way of reverse carve-out measures, the tax burden and risks which result from such measures or relate to the carved-out business remain with entities of the Group. It is possible that the envisaged tax treatment of such measures will be challenged by the tax authorities and that additional taxes, for instance income taxes, value-added tax (“VAT”), stamp duties or de-grouping charges, will be assessed, for example due to a denial of certain exemptions or of input VAT-deductions, or a different valuation of the transferred assets, or that loss-carry-forwards will be utilised as a consequence of such measures which could result in a reduction of deferred tax assets.

For a transitional period, there may also be tax inefficiencies associated with the need to initially set up the corporate and/or business structure (including, among others, the conclusion or transfer of customer contracts) and with the transfer of assets in certain jurisdictions. There are some jurisdictions in which the Group will operate via newly-created permanent establishments which need to become registered for tax purposes. While this process is either substantially progressed or has been completed in many instances, there is a risk that in some jurisdictions this process may take longer than expected to complete due to factors beyond the Group’s control. In addition, there may also be tax inefficiencies associated with the interim operating model of the Group for a transitional period in respect of the services or other support provided by Unilever, which are set out in further detail in “Reorganisation and Demerger—Reorganisation”, because such services or other support that is currently being provided by Unilever may no longer be provided on a tax neutral basis pursuant to certain tax grouping or other related party regimes following the Demerger.

As the Group establishes its own core IT environment and transitions its data to its own systems, it may incur substantial additional costs and may suffer temporarily reduced quality of IT services or temporary business interruptions

Under the terms of the GTSA, Unilever will continue to provide certain IT services to the Group, including enterprise applications (including finance and enterprise resource planning (“ERP”), customer relationship management, human resources, procurement and other systems), a core infrastructure (including hosting, networking, voice platform, email and collaboration systems), end-user computing, service integration and management, information security and local IT systems (for use at manufacturing facilities and offices). However, the Group will install and implement its own IT environment to support its critical business functions and will transition the services provided under the GTSA. The Group may incur temporary interruptions in

TABLE OF CONTENTS

business operations and financing services if it cannot transition effectively from Unilever’s existing transactional and operational systems and infrastructure and the services that support these functions as it replaces these systems with its own. In particular, the Group is in the process of developing and implementing a global ERP system and other enterprise-wide applications that will upgrade and standardise its information systems. ERP implementations are inherently complex and time-consuming projects that involve substantial expenditure on system software, implementation activities and business process reengineering.

The implementation of the Group’s ERP system and other IT systems is expected to occur in phases over the next two to three years, and the Group may experience delays and increased costs beyond those for which it has budgeted as part of the implementation of these systems.

Any interruptions as the Group implements new systems and replaces part of Unilever’s IT services, or failure to anticipate the necessary readiness and training needs, or the Group’s failure to replace Unilever’s services effectively and efficiently, could disrupt its business and expose it to liability to third parties. It could also lead to increased costs, which would have a negative impact on the Group’s margins and profitability.

If the Demerger does not qualify for its intended US federal income tax treatment, US Shareholders could be subject to tax in connection with the receipt of Shares

The receipt by US Shareholders (as defined under “Item 10. Additional Information—10.E. Taxation —Certain US Federal Income Tax Considerations”) of Shares pursuant to the Demerger is intended to qualify for non-recognition treatment for US federal income tax purposes. Unilever has received a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) and an opinion from its tax adviser, Linklaters LLP, to the effect that, among other things, the Demerger will qualify for non-recognition treatment, including for its shareholders, for US federal income tax purposes. The private letter ruling and the opinion of Linklaters LLP (the “Tax Opinion”) are based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of Unilever and the Company (including those relating to the past and future conduct of Unilever and the Company). If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if Unilever or the Company breach any of their respective representations or covenants contained in any of the Demerger-related agreements and documents or in any documents relating to the private letter ruling and/or the Tax Opinion, such private letter ruling and/or the Tax Opinion may be invalid and the conclusions reached therein could be jeopardised. If the Demerger were determined not to qualify for non-recognition treatment for US federal income tax purposes, each US Shareholder generally would be treated as receiving a distribution taxable as a dividend in an amount equal to the fair market value of the Shares received, as described under “Item 10. Additional Information—10.E. Taxation—Certain US Federal Income Tax Considerations—Demerger”. A US Shareholder that receives a distribution taxable as a dividend must include the gross amount of such distribution as part of its taxable income on the day such distribution is received. For the avoidance of doubt, this risk factor only applies to US Shareholders who receive their Shares pursuant to the Demerger. It does not impact future purchasers of the Shares.

The Group could have significant indemnity obligations to Unilever if the Demerger or the internal restructuring were to fail to qualify for tax-free treatment for US federal income tax purposes

If the Demerger were determined not to qualify as a tax-free transaction for US federal income tax purposes, Unilever generally would recognise a gain with respect to the Demerger for US federal income tax purposes. Because Unilever is not a US taxpayer, Unilever would not be subject to US federal income taxation with respect to such gain. However, the failure of the Demerger to qualify as a tax-free transaction for US federal income tax purposes could affect the tax-free status of certain US steps of the Reorganisation, which, in turn, would result in adverse US federal income tax consequences to the Unilever Group.

Under the Tax Matters Agreement (as defined herein), the Company has generally agreed to indemnify Unilever for taxes and related losses it suffers as a result of the Demerger or certain US steps of the Reorganisation failing to qualify as tax-free transactions for US federal income tax purposes if the taxes and related losses are attributable to actions taken (or the failure to take certain actions) by the Group that would:

(a)

be inconsistent with or cause to be untrue any statement, information, covenant, or representation in the IRS ruling request, the Tax Opinion and any other related materials; or

TABLE OF CONTENTS

(b)

result in the direct or indirect acquisitions of shares or assets of the Group (including, for example, a takeover of the Company and regardless of whether the Company consents to such acquisitions).

Although the Company does not currently anticipate taking (or failing to take) the above actions and has generally agreed not to take (or to fail to take) such actions, if the Company’s indemnity obligations are triggered, the amounts payable by the Company to Unilever pursuant to these indemnity obligations (which would equal the US federal income tax liabilities incurred by the Unilever Group, including related expenses, if the Demerger or certain US steps of the Reorganisation were to fail to qualify as tax-free transactions for US federal income tax purposes) could be substantial, which could materially adversely affect its financial position.

The Tax Matters Agreement will restrict the Company’s ability to engage in certain transactions

In the Tax Matters Agreement, the Company has agreed not to take certain actions that could cause the Demerger or certain US steps of the Reorganisation to fail to qualify for tax-free treatment for US federal income tax purposes. Under the Tax Matters Agreement, the Company will be restricted from engaging in certain acquisition, merger, liquidation, sale, and stock redemption transactions during the two-year period following the completion of the Demerger, unless (i) the Company obtains a tax opinion from a qualified adviser (or a ruling from the IRS) that such action will not affect the tax-free treatment of the Demerger or the internal restructuring or (ii) the Company and Unilever agree otherwise. Although the Company does not currently anticipate that these restrictions would have a material adverse impact on the Company, these restrictions may reduce the Company’s ability to engage in certain business transactions that might otherwise be advantageous, such as engaging in certain acquisition, merger, liquidation, sale, and stock redemption transactions during the two-year period following the completion of the Demerger, unless certain requirements are met. For more information on the Tax Matters Agreement, see “Item 10. Additional Information—Material Contracts—Tax Matters Agreement”.

The Group’s joint venture partner in the Philippines has a recurring right to require the Group to acquire its stake in the joint venture companies

In the Philippines, the Group’s business is predominantly conducted through Magnum RFM Ice Cream, Inc., which is a joint venture between a Group Company and RFM Corporation (“RFM”) (the “Philippines Joint Venture”).

Under the terms of the shareholders agreement for the Philippines Joint Venture (the “Philippines JV Agreement”), each year, within one month of 31 December, RFM has the right to require the relevant Group Company to purchase all or a proportion of RFM’s shares in the Philippines Joint Venture companies pursuant to a put option, at a price to be calculated in accordance with the “formula” set out in the Philippines JV Agreement. This formula takes into account various financial performance metrics of the Philippines Joint Venture. This put option has been exercisable on an annual basis since the Philippines Joint Venture was established, but has never been exercised by RFM. The value of this option is included on the Group’s balance sheet as at 30 June 2025 as a non-current financial liability of €145 million, and is reflected in “Note 4. Financial Instruments” of the Condensed Combined Carve-Out Financial Statements in the line item “Other financial liabilities”. While RFM agreed to waive its right to exercise this option in connection with the Demerger, the option may become exercisable again in the future. Should RFM exercise its right to require the Group to acquire its stake in the Philippines Joint Venture, it would require the Group to raise the funds necessary to make this acquisition, which could have a negative impact on short-term liquidity, and potentially divert funds from other attractive business opportunities that the Group would otherwise pursue at that time.

Risks Relating to the Shares

There is no existing market for the Shares and an active trading market for the Shares may not develop or be sustained

Prior to Admission, there has been no public trading market for the Shares. Although the Company intends to apply to: (i) Euronext Amsterdam N.V. for the admission of the Shares to listing and trading on Euronext Amsterdam; (ii) the FCA for the admission of the Shares to the Equity Shares (Commercial Companies)

TABLE OF CONTENTS

category of the Official List; (iii) the LSE for admission to trading on the Main Market; and (iv) the NYSE for the admission of the Shares to listing and trading on the NYSE, the Group can give no assurance that an active trading market for the Shares will develop or, if developed, can be sustained following Admission. If an active trading market does not develop or is not sustained, the liquidity and trading price of the Shares could be materially adversely affected, and investors may have difficulty selling their Shares.

The listing of the Shares in three different jurisdictions may adversely affect the liquidity and price of the Shares

The Shares will be admitted to listing and trading on Euronext Amsterdam, the LSE and the NYSE. The Company’s multiple listings may adversely affect liquidity and trading prices for the Shares on one or more of the exchanges as a result of circumstances that may be beyond the Group’s control. For example, the multiple listings may increase share price volatility as trading will be split between three markets, resulting in less liquidity on each exchange than if the Shares were listed on only one or two exchanges. Different liquidity levels, trading volumes, market conditions and regulatory conditions (including the imposition of capital controls) on the exchanges may result in different prevailing prices. Any decrease in the price of the Shares on one exchange could cause a decrease in the trading price of the Shares on another exchange. Investors could seek to sell or buy the Shares to take advantage of any price differences between the markets through a practice known as arbitrage. Any arbitrage activity could create unexpected volatility in both the prices and the volumes of the Shares available for trading on the exchanges. In addition, investors may not be able to sell or buy the Shares on an exchange in case of a technological malfunction or other failure, which may increase the risk of arbitrage activities.

The value of the Shares may fluctuate significantly

The value of the Shares may fluctuate significantly as a result of a large number of factors, including, but not limited to, those referred to in this “Item 3. Key Information—3.D. Risk Factors” section, as well as period-to-period variations in operating results or changes in revenue or profit estimates by the Group, industry participants or financial analysts. The value of the Shares could also be affected by developments unrelated to the Group’s operating performance, such as the operating and share price performance of other companies that investors may consider comparable to the Group, speculation about the Group in the press or investment community, strategic actions by competitors, including acquisitions and/or restructurings, changes in market conditions and regulatory changes in any number of countries, whether or not the Group derives significant revenue therefrom.

The Shares will not be eligible for inclusion in the FTSE UK Index Series Indexation (which includes the FTSE 100, FTSE 250, FTSE 350 and FTSE All-Share indices). As a result, certain institutional investors and index-tracking funds that base their investment decisions on index inclusion may be less likely to invest in the Shares. This exclusion could reduce demand for the Shares, which could negatively impact their trading price, trading volumes, and overall liquidity. Consequently, the Shares could be less attractive to a broader range of investors, and the market price of the Shares could be adversely affected.

The market price of the Shares could be negatively affected by sales of Shares, or the perception that such sales could occur

Following Admission, Unilever will own (directly or indirectly) approximately 19.9 per cent. of the Company’s issued share capital. Some Shareholders, including some of the Company’s larger Shareholders, such as Unilever, may sell their Shares for a variety of reasons, including, among others, the Group’s business profile or market capitalisation as a stand-alone company, changes in such Shareholders’ investment objectives, or a determination by such Shareholders that holding Shares is impractical or difficult due to listing, tax, or other considerations. Shareholders, including Unilever, will not be subject to lock-up arrangements post the Demerger. The sale of a substantial number of Shares by Unilever in the public market, or the perception that these sales may occur, may depress the market price of the Shares and could impair the Company’s ability to raise capital through the issuance of additional Shares or negatively impact the market price of Shares.

The issuance of additional Shares in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute other shareholdings

The rights of Shareholders are governed by Dutch law, the Company’s articles of association as they will be in effect following amendment effective as of the Demerger (the “Articles of Association”) and other internal

TABLE OF CONTENTS

rules. In the event of an increase in the Company’s share capital, Shareholders are generally entitled to full pre-emptive rights unless these rights are limited or excluded either by virtue of Dutch law, by a resolution of the general meeting (the “General Meeting”), or by a resolution of the Company’s board of directors (bestuur) (the “Board”) (if the Board has been designated by the General Meeting or the Articles of Association for this purpose). The Board is expected to be designated by the General Meeting prior to Admission, for a period expiring on the earlier of: (i) the date falling six months following the conclusion of the Company’s 2026 Annual General Meeting; and (ii) the date of renewal of this authorisation, to issue Shares or grant rights to subscribe for Shares in the capital of the Company and to limit or exclude the pre-emptive rights. Pursuant to this designation, the Board may resolve to issue Shares or grant rights to subscribe for Shares up to a maximum of 10 per cent. of the number of Shares issued as of the date of Admission and limit or exclude pre-emptive rights in relation thereto. Such authority can also be used for issuances/grants in connection with share plans adopted or operated by the Group (including in respect of executive members of the Board).

The Group may seek to raise financing to fund future acquisitions and other growth opportunities, to invest in its business, or for general corporate purposes. The Company may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional Shares or securities convertible into Shares. As a result, Shareholders may suffer dilution in their economic and voting rights, or the price of the Shares may be adversely affected. Upon liquidation, holders of any debt securities issued, and lenders with respect to other borrowings, would receive a distribution of the Company’s available assets prior to the holders of the Shares. Any debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. The Company’s decision to issue equity securities in any future offering will depend on market conditions and other factors beyond the Company’s control, which may adversely affect the amount, timing and nature of the Company’s future offerings.

Shareholders may not receive dividends or other distributions from the Company

The Group’s financial condition and results of operations are dependent on its trading performance. There can be no assurance that the Company will pay dividends or make other payments to shareholders in the future, notwithstanding its stated dividend policy, which is expected to be in the range of 40 to 60 per cent. of net income after adjusting items and paid annually. Any decision to declare and pay dividends or make other payments to shareholders in the future will be made at the discretion of the Board and will depend on, amongst other things, applicable law, regulation, restrictions, the Group’s financial position, regulatory capital requirements, working capital requirements, finance costs, general economic conditions and other factors the Board deems significant from time to time.

Under Dutch law, the Company may only pay a dividend or make another payment to its shareholders after the adoption of the annual accounts by the General Meeting that show that the dividend or payment is allowed, or, in the case of an interim dividend, it appears from an interim statement of assets signed by the Board. Such a dividend or payment will only be allowed under the Dutch Civil Code to the extent that the Company’s equity exceeds the sum of the paid-up and called-up share capital, increased by the reserves required to be maintained by either Dutch law or the Articles of Association. Once the annual accounts are available, the Board will determine whether the Company is able to, or should (in its discretion), make distributions in accordance with Dutch law. As the Company is a holding company with no business operations of its own, its ability to satisfy these requirements and pay dividends and make other payments to its shareholders will therefore depend on the future profitability of operating subsidiaries within the Group and the ability to distribute or dividend profits from those operating subsidiaries up the Group structure to the Company. For further information, see “—The Company is a holding company with no business operations of its own and depends on its subsidiaries for cash, including in order to pay dividends and make other payments to shareholders”.

The Company is a holding company with no business operations of its own and depends on its subsidiaries for cash, including in order to pay dividends and make other payments to shareholders

The Company is a group holding company with no independent operations and is dependent on earnings and distributions of funds from its operating subsidiaries for cash, including in order to pay dividends and make other payments to Shareholders. The amount and timing of such distributions to the Company from its

TABLE OF CONTENTS

operating subsidiaries will depend on the laws of those operating subsidiaries’ respective jurisdictions, their operating performance, as well as any financing arrangements entered into by them which restrict their ability to make distributions.

The rights and responsibilities of Shareholders are governed by Dutch law and will differ in some respect from the rights and obligations of shareholders under the laws of other jurisdictions and the shareholder rights under Dutch law may not be as clearly established as the rights of a shareholder established under the laws of some other jurisdictions

The Company will exist under the laws of the Netherlands as a public limited liability company (naamloze vennootschap). Accordingly, the Company’s corporate structure as well as the rights and obligations of its Shareholders may be different from the rights and obligations of shareholders of companies incorporated or organised under the laws of other jurisdictions. For example, resolutions of the General Meeting may be taken with majorities different from the majorities required for adoption of equivalent resolutions in companies organised under the laws of other jurisdictions. Additionally, in fulfilling their responsibilities, the Board must act in the interest of the Company and the business connected with it and give specific attention to the relevant interests of all the Company’s stakeholders, which in addition to Shareholders includes customers, employees, lenders and suppliers. Any action to contest any of the Company’s corporate actions must be filed with, and will be reviewed by, a Dutch court, in accordance with Dutch law. As such, the exercise of certain rights by Shareholders outside the Netherlands may be more costly than the exercise of rights in a company organised under the laws of other jurisdictions.

In particular, in the case of a future issuance of new Shares, Shareholders are generally entitled to full pre-emptive rights unless these rights are limited or excluded either by virtue of Dutch law, by a resolution of the General Meeting, or by a resolution of another corporate body authorised by the General Meeting or the Articles of Association for this purpose for a specified period not exceeding five years. The Board is expected to be designated by the General Meeting, for a period expiring on the earlier of: (i) the date falling six months following the conclusion of the Company’s 2026 Annual General Meeting; and (ii) the date of renewal of this authorisation, to limit or exclude pre-emptive rights subject to the limits as set out in this registration statement. The securities laws of certain jurisdictions may restrict the ability of Shareholders in those jurisdictions to exercise their pre-emptive rights for new Shares unless the Company complies with local requirements. If these Shareholders are not able to exercise pre-emptive rights, then they may not receive the economic benefit of such rights and could suffer dilution.

If securities or industry analysts cease publishing research or reports on the Company’s business or if any such analysts publish inaccurate or unfavourable research about the Company’s business, the trading volume and price of the Shares could decline

The trading market for the Shares will be affected by the research and reports that securities or industry analysts publish about the Company’s business or industry. If one or more of the analysts covering the Company recommends selling the Shares or publishes inaccurate or unfavourable research about the Company’s business or industry, the price of the Shares could be adversely affected. If one or more of the analysts ceases publishing research or reports on the Company’s business or industry or fails to publish research or reports on the Company regularly, there could be a decline in demand for the Shares, which could cause their price and trading volume to be adversely affected.

ITEM 4: INFORMATION ON THE COMPANY

4.A. HISTORY AND DEVELOPMENT OF THE COMPANY

General Corporate Information

The Company was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, with its corporate seat in Amsterdam, The Netherlands, and registered with the Dutch Chamber of Commerce under number 97035467. The Company was incorporated on 15 April 2025 under the name The Magnum Ice Cream Company B.V. Shortly prior to Admission, the Company will be converted into a public company with limited liability (naamloze

TABLE OF CONTENTS

vennootschap) under the laws of the Netherlands and its legal and commercial name will be The Magnum Ice Cream Company N.V. Following the Demerger, the principal activity of the Company will be to act as the ultimate holding company of the Group. The Company is domiciled in the Netherlands with its registered and head office at Reguliersdwarsstraat 63, 1017 BK Amsterdam, The Netherlands (Tel. +31 61 158 5067). The Company’s legal entity identifier is 25490052LLF3XH6G9847. The Company’s website is www.corporate.magnumicecream.com. The information on the Company’s website does not form part of this registration statement.

History and Development of the Company

In 1913, an entrepreneurial butcher named Thomas Wall decided to counteract the summer dip in sales of sausages by branching out into selling ice cream. World War I put his idea on hold. But when Lever Brothers Ltd purchased the business in 1922 and large commercial freezers began arriving from the United States, the Wall’s ice cream brand, and Unilever’s Ice Cream Business, were brought to life.

Over the next century, the Group continued to expand through a combination of organic growth and strategic acquisitions, focusing primarily on at-home consumption, and cementing its position as a global market-leader. The following graphic provides an overview of important events in the development of the Group’s business:

On 1 July 2025, the Group was established as a stand-alone corporate group within the Unilever Group, becoming the world’s largest pureplay ice cream group.

Capital Expenditure and Divestitures

See “Item 5. Operating and Financial Review—5.B. Liquidity and Capital Resources—Capital Expenditure”.

TABLE OF CONTENTS

Public Information

See “Item 10. Additional Information—10.H. Documents on Display”.

4.B. BUSINESS OVERVIEW

Item 4.B. should be read in conjunction with “Presentation of Financial and Other Information—Market and Industry Data” for further information on the use of market and industry data in this registration statement.

Key Highlights

The Group is a global market-leader in ice cream across developed and emerging markets, operating in 80 countries. Accounting for approximately 21 per cent. of the global retail ice cream market in 2024, the Group is the largest ice cream company by retail sales in the world.2 It is number one by retail sales in nine of its ten largest markets (being the United States3, Turkey, Germany, the United Kingdom, Mexico, Italy, France, the Philippines and Indonesia)4 and number two in China.5

With a rich history spanning over a century, the Group has built a portfolio of household names, including global power brands: the Heartbrand (an “umbrella” brand with numerous well-known sub-brands), Magnum, Ben & Jerry’s and Cornetto, and local heroes, such as Breyers, Klondike and Popsicle. Through its brand portfolio, the Group offers ice cream products addressing the full value spectrum, and all consumption occasions and demand moments, offering tastes and product formats specifically curated to regional consumer preferences.

The Group owns, manufactures and sells ice cream brands and products that are tailored for both at-home and away-from-home consumption. The Group’s strong positions in both categories are supported by its fleet of approximately three million freezer cabinets, including over 60,000 AI-equipped smart freezer cabinets. In 2024, the Group had a leading position by retail sales across most of the top five retailers in its key markets, including Walmart, Rewe, Tesco and Albertsons.6 Additionally, the Group had a leading position by retail sales in several of the largest and fastest growing pure-play dCom groups and quick commerce platforms, including Walmart, DoorDash, UberEats and JD.com.7

Technology is at the core of the Group’s strategy to engage with consumers across all consumption occasions. Its marketing model focuses on demand creation, and is based on a deep understanding of consumer occasions and local dynamics, complemented by dynamic benchmark pricing, which refers to the ongoing practice of benchmarking the Group’s prices against those of its peers, and adjusting the Group’s prices accordingly. The Group utilises a technology-powered, social-first activation strategy to generate relevant advertising content at speed. Its innovation focus, supported by 12 research, design and innovation (“RD&I”) centres and underpinned by a comprehensive innovation ecosystem, enables the Group to consistently deliver product, packaging and process improvements, and maintain a competitive edge in a rapidly evolving marketplace.

The Group’s global operations are supported by an end-to-end supply chain and production footprint, consisting of 30 manufacturing facilities, approximately 200 distribution centres, 327 production lines and more than 2,150 distributors, across six continents. Its global scale of production and supply chain provide significant economies of scale and agility, and enable local-for-local production and distribution.

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for economic ownership of brands in each market.

Company analysis based on Circana as of MAT August 2025.

The Group’s top ten markets are based on the Group’s FY2023 revenue.

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices (excluding US).

Company analysis partially based on NIQ FY24 Data and customer confirmations for US, Germany, UK, Mexico, France.

NIQ FY24 Data.

TABLE OF CONTENTS

The Group organises its business into four geographic regions: (i) Europe and Australia and New Zealand (“ANZ”); (ii) Americas; (iii) Asia; and (iv) Middle East, Turkey, South Asia and Africa (“METSA”). For the purpose of financial reporting, such regions are aggregated into three reportable segments of:

•

Europe and ANZ: representing Europe (which includes the United Kingdom and Ireland), Australia and New Zealand;

•

Americas: representing North America and South America; and

•

Rest of the World (“RoW”): representing Africa, Asia and the Middle East (which includes Turkey).

The operating segments, METSA and Asia, are combined into the RoW reportable segment due to their economic similarities and shared key business characteristics.

The Group was recently reorganised and established as a stand-alone corporate group within the Unilever Group. Since 1 July 2025, the Group has operated separately from the Unilever Group, apart from certain areas where the Unilever Group continues to provide services through transitional services agreements, which are expected to continue for a maximum period of 30 months from 1 July 2025, unless the Group terminates them earlier. This period includes a three-month “ramp down phase”. This “ramp down phase” is a period in which the services provided by the Unilever Group through the transitional services agreements will run in parallel with any new arrangements that the Group has put in place to replace the services being provided by the Unilever Group to ensure a smooth transition to successor operators and to wind down the services being provided on the Unilever Group’s systems. In addition, the transfers of certain assets, liabilities, and companies that formed part of Unilever’s global Ice Cream Business to the Group have been deferred until after the Demerger and Admission, in order to comply with applicable law and to obtain necessary regulatory clearances. For more information on the Reorganisation and related matters, see “Reorganisation and Demerger”.

Market Overview

This section includes information sourced from various third parties. For further information on the treatment of third-party information and statements based on the Group’s own estimates, insights, opinions or proprietary information, see “Presentation of Financial Information and Other Information—Market and Industry Data” above.

This section describes the characteristics, market developments, key trends and competitive landscape in the global ice cream market. The historical growth rates in this section have been presented based on financials translated to euro at prevailing exchange rates in each year unless otherwise specified. The forecast growth rates in this section have been presented based on constant 2024 exchange rates unless otherwise specified. Market size data is based on the manufacturer selling price (“MSP”) i.e. sales at ex-factory price, calculated exclusive of sales tax, VAT, retailer, and wholesaler mark-ups and other customary adjustments. The figures presented throughout this section reflect sales at MSP unless indicated otherwise.

Within this section, unless specified otherwise, any references to market size (global, regional or segmental) are presented in euro based on the average exchange rates between local currencies and euro in 2024. Similarly, unless specified otherwise, any references to market growth (global, regional or segmental) are presented on a 2024 FX basis.

Global Ice Cream Market Overview

The global ice cream market is estimated at €75 billion as of 31 December 2024.8

The Group estimates the global ice cream market to have grown at a compound annual growth rate (“CAGR”) of 3.7 per cent. in the ten-year period from 2014 to 2024.9 Historical growth has been relatively stable, with an exception in 2020, when lockdown measures from the Covid-19 pandemic led to a notable drop in ice cream

Total 2024 market size of €75 billion based on Company analysis of third-party market data.

Company projection based on analysis of Euromonitor, Snacks 2026 edition, Retail Value Sales (MSP) in EUR, y-o-y ex. rates, current prices. CAGR data based on retail and foodservice sales combined.

TABLE OF CONTENTS

sales particularly in certain emerging market countries. Thereafter, however, the global ice cream market resumed positive growth, surpassing the prior peak in 2019 by 2022, and continued to grow in each of 2023 and 2024.

Looking ahead, the Group expects the global ice cream market to grow at a CAGR of 3 to 4 per cent. in the five-year period between 2024 and 2029, to reach a total value of approximately €90 billion.10 Drivers for growth are expected to differ across markets, some of which are described in this section.

In the Group’s view, the global ice cream market forms part of the wider global “snacking occasions” market, which includes products that consumers seek out on various consumption occasions, and which often include ice cream. The Group includes in this category: savoury snacks; confectionery; sweet biscuits; snack bars; and fruit snacks, and estimates this market to be worth around €470 billion as of 31 December 2024.11

[MISSING IMAGE: bc_globalmarket-4clr.jpg]

Source: Includes foodservice. Company analysis of third-party market data.

Key Elements of the Global Ice Cream Market

Geography

The key regions for the Group in terms of ice cream sales are: (i) Europe and ANZ, representing Europe (which includes the United Kingdom and Ireland), Australia and New Zealand; (ii) Americas representing North America and South America; and (iii) Rest of the World (“RoW”), representing Africa, Asia and the Middle East (which includes Turkey).

Company projection based on analysis of third-party market data.

Total 2024 market size of €470 billion based on third-party market data.

TABLE OF CONTENTS

•

Europe and ANZ ice cream market accounted for €24.8 billion of sales in 2024, or 33 per cent. of the global ice cream market.12

•

Americas ice cream market accounted for €25.0 billion of sales in 2024, or 33 per cent. of the global ice cream market.12

•

RoW ice cream market accounted for €25.2 billion of sales in 2024, or 34 per cent. of the global ice cream market.12

Globally, the countries which represent the Group’s ten largest national markets (the United States, Turkey, Germany, the United Kingdom, Mexico, Italy, China, France, the Philippines and Indonesia)13 are estimated to account for €37 billion of ice cream sales in 2024, representing approximately 50 per cent. of the global ice cream market.12

Income

The Group also considers the global ice cream market in two categories based on per capita income: (i) developed markets; and (ii) emerging markets.14

•

Developed markets — according to Company analysis, the ice cream market in developed markets accounted for €49 billion of sales in 2024 (approximately 65 per cent. of the global ice cream market). This market is estimated to have grown at a CAGR of 4.4 per cent. from 2014 to 2024 and is forecast to grow at a CAGR of 2 to 3 per cent. from 2024 to 2029.15

•

Emerging markets — according to Company analysis, the ice cream market in emerging markets accounted for €26 billion of sales in 2024 (approximately 35 per cent. of the global ice cream market). The market is estimated to have grown at a CAGR of 2.6 per cent. from 2014 to 2024 and is forecast to grow at a CAGR of 5 to 6 per cent. from 2024 to 2029.15

Developed and emerging markets have significantly different ice cream consumption patterns. On average, per capita ice cream consumption in 2024 was 8.1 litres across developed markets compared with 1.3 litres across emerging markets.16 Retail outlet density is also significantly different across these markets, with 216 outlets per million people across developed markets compared with 146 outlets per million people across emerging markets.17

Includes foodservice. Company analysis partially based on Euromonitor, Snacks 2026 edition, Retail Value Sales (MSP) in EUR, y-o-y ex. rates, current prices.

The Group’s top ten markets are based on the Group’s FY2023 revenue.

The Group defines developed markets to consist of countries with per capita GDP of at least $35,000 for 2024 on 2024 average exchange rates, based on IMF data, and emerging markets to consist of the remaining countries.

Company projection based on analysis of third-party market data.

Company analysis based on third-party market data.

Company analysis based on Global Data, Euromonitor and IMF market data.

TABLE OF CONTENTS

According to Company analysis, at-home represented €31.1 billion by sales in 2024 (approximately 41 per cent. of the global ice cream market). The category is estimated to have grown at a CAGR of 3.8 per cent. from 2014 to 2024 and is forecast to grow at a CAGR of approximately 3 per cent. from 2024 to 2029.18

Away-from-home

Away-from-home consumption represents products targeted for away-from-home consumption that are generally intended to be consumed “on-the-go” through a single serving, including ice cream sticks, bars and cones. These products are distributed mainly through a broad range of smaller retailers, including newsagents, food service outlets, gas stations, leisure centres and convenience stores.

According to Company analysis, away-from-home represented €40.6 billion by sales in 2024 (approximately 54 per cent. of the global ice cream market). The category is estimated to have grown at a CAGR of 2.9 per cent. from 2014 to 2024 and is forecast to grow at a CAGR of 3 to 4 per cent. from 2024 to 2029.18

Market Size19

Digital commerce

Over the past decade, digital commerce has emerged as a rapidly growing and increasingly important avenue for the sale of ice cream products targeted for both at-home and away-from-home consumption. Digital commerce represents the distribution of products through a range of online retail customers, broadly grouped into three categories:

Company projection based on analysis of third-party market data.

The ice cream market is often divided into three segments: at-home, away-from-home, and digital commerce. When the market is analysed in this way, products sold through large retailers are classified as at-home, products sold through smaller convenience stores and food outlets are classified as away-from-home, and products sold through digital commerce platforms are classified in their own segment. As a practical matter, products sold through digital commerce platforms can be consumed at home or away from home, which is why the table above presents the D-commerce segment as sitting across both the at-home and the away-from-home segment.

TABLE OF CONTENTS

•

Omnichannel, pureplayer and rapid grocery delivery: Distribution of ice cream products as a part of rapid or planned grocery home delivery, achieved through partnership with retailers and pure-play delivery providers. Examples include the online delivery services of Walmart, Kroger, Tesco, Amazon and Leclerc; and quick commerce platforms like Zepto, PandaMart and Flink;

•

On-demand meal delivery: Distribution of ice cream products as an add-on with meal delivery, achieved through partnership with meal delivery services. Examples include UberEats, JustEat Takeaway, DoorDash and Quick Service Restaurant (“QSR”) applications; and

•

On-demand ice cream delivery: Distribution of ice cream products through virtual stores. Examples include Grab, Swiggy, iFood, Pinduoduo and Meituan.

According to Company analysis, digital commerce accounted for €3.4 billion of ice cream sales in 2024 (approximately 4 per cent. of the global ice cream market). The digital commerce market is estimated to have grown at a CAGR of 26.6 per cent. from 2014 to 2024 and is forecast to grow at a CAGR of 8 to 10 per cent. from 2024 to 2029.20 Given higher expected growth than the overall market, the Group believes that digital commerce will become an increasingly important avenue for the sale of ice cream.

Price

The global ice cream market can be segmented by the price positioning of each specific product. Although the segmentation is highly dependent on individual market and price points of other products in the broader snacking categories, the Group categorises ice cream products into the following three segments:

•

Value: Defined as ice cream products priced at 80 per cent. or below the estimated average ice cream price of the relevant country;

•

Mainstream: Defined as ice cream products priced between 80 per cent. and 120 per cent. of the estimated average ice cream price of the relevant country; and

•

Premium: Defined as ice cream products priced at a minimum of 120 per cent. above the estimated average ice cream price of the relevant country.

Key Market Growth Drivers

As mentioned above, the Group expects the global ice cream market to grow at a CAGR of 3 to 4 per cent. in the five-year period between 2024 and 2029, with higher growth expected in emerging markets as compared with developed markets.20

However, given that each national and regional market is characterised by distinct macroeconomic and demographic conditions, as well as consumption patterns and competitive dynamics, the Group expects that the medium-term growth for each market will be driven by different factors. Some, but not all, of the drivers that are expected to affect growth in the global ice cream market include:

•

Rising disposable income: Globally, countries experience a wide range of ice cream consumption per capita, and based on Company analysis, this is positively correlated with GDP per capita. Based on a sample group of developed markets including Australia, Germany, Sweden, the United Kingdom and the United States, average per capita ice cream consumption was 11.0 litres in 2024, whereas a group of emerging markets including Brazil, India, Indonesia, Mexico and the Philippines had an average per capita ice cream consumption of 1.4 litres in the same year.21 The Group believes that rising income levels will be a factor in increasing per capita ice cream consumption for the relevant markets.

•

Increasing penetration of fridge freezers: According to Company analysis, certain markets, particularly emerging markets with lower income, have seen ice cream consumption rising consistently with increasing penetration of fridge freezers in households. As an example, in India, per capita ice cream consumption rose from 0.2 litres to 0.6 litres between 2010 and 2024, while fridge freezer penetration rates increased from

Company projection based on analysis of third-party market data.

TABLE OF CONTENTS

18 per cent. to 47 per cent. in the same period.21 The Group believes that this effect will continue to have a positive impact on certain markets’ ice cream consumption trajectory.

•

Growth in ice cream freezer cabinets: According to Company analysis, estimated at-home ice cream consumption is positively correlated with the number of retail outlets per 1,000 people, based on a sample of ten selected emerging and developed markets.22 More concretely, the Group believes that growth in ice cream freezer cabinets will result in greater availability of products, leading to additional away-from-home consumption.

•

Digital commerce platforms: In the past decade, the proliferation of online delivery platforms, and in particular, the “quick commerce” platforms that allow consumers to order fast grocery delivery, as well as food delivery platforms that offer ice cream as part of the menu, have caused digital commerce to become the fastest growing market for ice cream. The Group expects that the speed and convenience of ice cream delivery through these platforms will contribute to creating new consumption occasions and bring incremental growth to the category.

•

Premiumisation: According to Company analysis, amongst a sample of 18 developed markets, the “premium” ice cream segment expanded disproportionately from 2016 to 2024, thereby increasing share in the overall ice cream market from 36 per cent. to 41 per cent.22 The Group expects that growing consumer willingness to pay higher prices for higher quality products, particularly in developed markets, is expected to support growth in the value of the ice cream market by raising per-unit price of ice cream consumed.

•

New consumption occasions: Changing lifestyles and preferences have led to the emergence of new consumption occasions, such as on-the-go consumption, late night snacking and premium indulgence experiences. The enduring impulse purchase nature of ice cream supports consumption, which is further enhanced by its emergence as a snacking and dessert option.

Global Ice Cream Category Competitive Landscape

The following sub-section provides the Group’s view on the competitive landscape of the ice cream market. Market share data is based on the Retail Sales category and excludes the foodservice category due to data availability. Market share data is sourced from Euromonitor through December 2024 and has been adjusted in accordance with management’s assessment of the economic ownership of brands within specific markets.

Competitive Landscape

The ice cream industry is highly competitive and dynamic, with an emphasis on quality, taste, price, brand reputation, brand differentiation, variety of products, advertising, product packaging and design, supermarket and grocery shelf space and away-from-home distribution capabilities through freezer cabinets. Success in the market is also predicated on continuous innovation and ability to create new consumption occasions.

The global ice cream market has few global competitors that are solely focused on ice cream, with the top two companies globally representing 32 per cent. of total retail sales.23

Froneri, who is the Group’s largest competitor globally, primarily offers ice cream products through licence agreements and private label manufacturing. While global multi-category consumer packaged goods companies also operate within the ice cream industry, they do so at a more limited scale, and in some cases through partnership agreements.

In specific regions, the Group also competes with local companies, such as Ferrero in the United States, General Mills in Europe, and Yili and Mengniu Dairy in China, as well as private label offerings.

Company analysis based on third-party market data.

Company analysis based on analysis of third-party market data.

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for the economic ownership of manufacturing in each market where a brand has split ownership globally between multiple economic owners.

TABLE OF CONTENTS

The graphic below sets out the share of global ice cream sales by key company for 2024.

RPS Sales Share (%)

Source: Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for the economic ownership of manufacturing in each market where a brand has split ownership globally between multiple economic owners.

Note:

(1)

Market share attributable to Froneri reflects branded products, and excludes private label manufacturing sales.

Competitive Strengths

The Group believes it benefits from the following key competitive strengths:

Largest ice cream company in the world with strong positions in each of its regions

The Group is the largest ice cream company in the world. Based on Euromonitor and management estimates, the Group had a global market share of 21 per cent. in 2024 (based on RSP sales), compared with the largest competitor which had an estimated market share of 11 per cent.24 The Group estimates that the remaining global ice cream market is fragmented, spread between divisions of multinational snacking and confectionary companies, and a long tail of local competitors.

The Group also has a strong market position at regional and national levels. On a regional level, based on market data and management estimates, the Group had a leading position by retail sales in each of its key geographic regions: Americas (19 per cent. market share), Europe and ANZ (31 per cent. market share) and RoW (11 per cent. market share) in 2024.25 On a national level, the Group estimates that it was number one by

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for economic ownership of brands in each market.

Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices (excluding US).

TABLE OF CONTENTS

retail sales in nine of its top ten markets in 2024, including the United States26 and Mexico in Americas; Germany, the United Kingdom, Italy and France in Europe and ANZ; and Indonesia, the Philippines and Turkey in RoW.27

Whilst the global ice cream market includes local markets with distinct competitive dynamics, there is no other company with the breadth and depth of presence that the Group has, as demonstrated by the Group’s global market share.28 The Group believes that its market position underscores its strength in the ice cream industry and enables it to pursue growth and productivity strategies that would otherwise not be feasible.

Over 100 years of ice cream expertise and heritage

The Group has a history spanning over a century, starting from the founding of Breyers in 1866. Many of its brands have heritage of several decades, including Wall’s (1922), Cornetto (1959), Twister (1982), Ben & Jerry’s (1978) and Magnum (1989). Additionally, the Group also has a long history expanding into international markets, such as its expansion into Malaysia in 1980 and Turkey in 1990.

Throughout its history, the Group has led innovation on the product category which has influenced when and how ice cream is consumed worldwide today. The Group’s innovation track-record started early in its history, with the introduction of Popsicle as a frozen, flavoured ice snack on a stick that could be consumed without a utensil. In the 1980s and 1990s, Ben & Jerry’s drove growth in the market for premium ice cream offered in pint-sized and smaller containers, which have subsequently become a staple in supermarkets worldwide.

The Group believes that its long history of innovation in the global ice cream market and its strong heritage brands spanning multiple decades gives it a strong brand recognition and loyalty across generations.

Four global power brands representing full spectrum of consumption occasions

The Group’s four global power brands — the Heartbrand, Magnum, Ben & Jerry’s and Cornetto — comprise four of the top five brands globally by retail sales in 2024.29 These four brands form the core of the Group’s operations worldwide and allow the Group to cater to a variety of consumption occasions by targeting distinct price points, formats and flavours.

The Heartbrand, the Group’s largest brand, operates as a brand family which encompasses a number of sub-brands in a wide range of formats, price points, flavours and branding. This ranges from Carte d’Or, known for its tubs for at-home consumption, to Calippo, which uses a frozen push-up design with refreshing fruit flavours, to Golden Gaytime, an iconic Australian ice cream with a combination of toffee and vanilla ice cream on a wooden stick.

The Magnum brand, positioned in the premium price segment, is predominantly consumed away-from-home. It is known for its thick chocolate coating with the signature cracking when bitten into, which adds to the indulgent experience for consumers. Magnum is also driving category growth through bite-size formats, such as Bon Bons, expanding desirability and occasions.

While Ben & Jerry’s is also priced in the premium segment; unlike the Magnum brand, it focuses on at-home consumption through the pint format, and is distinguished by its chunky, indulgent ice cream with bold flavours. Its use of candy, cookies, sauces and rich bases, as well as its whimsical and pop culture-driven branding, contributes to its appeal to consumers.

Company analysis based on Circana as of MAT August 2025.

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices (excluding US).

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for economic ownership of brands in each market.

Company analysis partially based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices. The Heartbrand is not listed as a global brand name in Euromonitor’s data and its position is calculated based on the Group’s internal classification.

TABLE OF CONTENTS

Cornetto, known for its wafer cone format with the distinct chocolate-filled tip at the bottom of the cone, with aerated, soft ice cream texture, is primarily consumed away-from-home. Cornetto is positioned as an accessible, everyday treat, straddling between mainstream and premium price segments.

Together, the Group’s four global power brands significantly contribute to revenue across the Group’s geographic regions and enable the Group to meet the full spectrum of tastes, product formats, occasions and price points in each of the markets in which it operates.

Portfolio of best-in-class brands, including local and specialty brands

The breadth of the Group’s brand portfolio is further enhanced by a range of specialty and local brands. These brands complement the four global power brands in the relevant geographies and/or for particular consumption occasions, and allow the Group to capture a broader segment of overall ice cream demand.

The Group’s locally focused brands include brands with significant heritage and recognition in their respective markets. For example, Breyers and Popsicle are both iconic brands in the United States with a century of heritage, focusing on at-home and away-from-home consumption, respectively. Weis is an Australian brand founded in 1957 which is known for its fruit and cream bars.

The Group’s specialty brands focus on distinct demand characteristics, consumption occasions or consumer demographics. For example, in the United States, Yasso is known for pioneering Greek yogurt bars that combine indulgent flavours with better-for-you nutritional values. Founded in 2009, Yasso was the first brand to market in this category and has led a rapid expansion of the category. The Group acquired the brand in 2023 and believes there is significant potential to expand the brand internationally.

Talenti, which launched in 2003 and was acquired by the Group in 2014, is a specialty brand distinguished by a traditional Italian gelato-making techniques, where ingredients are slow cooked in small batches, which results in a dense, velvety texture that sets it apart from conventional ice cream. More recently, Talenti launched products which feature multiple layers, known as “Talenti Layers”, which requires a specialised production technique. Whilst the brand is currently focused on the United States, the Group believes that there is potential to expand the footprint of the brand to other premium ice cream markets.

Through its four global power brands and its specialty and local brands, the Group believes that it has a best-in-class portfolio of owned brands in the global ice cream market. Unlike its largest competitor, which primarily licenses its brands, the Group primarily operates through owned brands. The Group believes that its ownership of brands allows it to test and introduce new products quickly, further improving its ability to set industry trends and both influence and adapt to changing consumer preferences.

Market-leading capabilities and innovation

The Group boasts a rich portfolio of intellectual property, including approximately 1,000 patent cases, more than 150 research agreements, 71 trade secrets and 125 registered design families. The Group believes that its scientific expertise and intellectual property portfolio leads to world-class capabilities for production, selling systems, packaging and assembly, each of which contributes to its competitive strength.

In particular, product innovation and specialised manufacturing capabilities are at the core of the Group’s strengths. This ranges from its expertise in using premium ingredients and blending to create unique flavour combinations consistently, to microstructure control and forming techniques that allow the Group to create unique textural experience in many of its products. From chunky elements incorporated into a swirl of complementary flavours in a Ben & Jerry’s pint, to the signature crack of the Belgian chocolate coating of the classic Magnum bar, to the multi-layered pints of Talenti, the Group leverages its advanced production technique to bring to market innovative and desirable products for consumers.

The Group also benefits from its expertise in forming techniques, which enables it to market a wide range of product formats catering to distinct consumption occasions. Through Cornetto, the Group pioneered the mass-produced ice cream cone category by using the technique of coating the inside of the cone with a layer of chocolate. Additionally, Calippo brought the distinct frozen push-up design to the ice cream market.

TABLE OF CONTENTS

Omnichannel leadership

The Group has a market leading position in both at-home and away-from-home consumption30 and is well positioned to capitalise on the rapidly growing digital commerce (“dCom”) channel.31 For at-home consumption, the Group maintains a close relationship with key retailers such as supermarket chains across the world. The Group estimates that it is amongst the largest ice cream sellers in each of the key supermarket chains around the world, and is the largest seller amongst a large number of key retail chains32 in markets such as:

•

United States — Walmart, Publix, Albertsons and Ahold Delhaize;

•

Germany — Edeka, Rewe, Aldi and Markant;

•

United Kingdom — Tesco, Sainsbury’s, Asda, Co-operative and Morrisons;

•

Mexico — BodegaAurrera, Walmart, Sofiana and Chedraui; and

•

France — Cooperative U (Enseigne) and Auchan.

The Group’s strong position in away-from-home consumption is supported by its approximately three million ice cream cabinets around the world. The Group estimates that it has an overall market share of approximately 30 per cent.30

Additionally, the Group has experienced notable success in increasing sales through the fast-growing dCom channel. In particular, the Group estimates that it has a leading position by retail sales in several of the largest and fastest growing pure-play dCom groups and quick commerce platforms, including JD.com, Amazon, Pinduoduo, Ocado, Doordash and Delivery Hero.33 The Group believes that the convenience of dCom will propel continued rapid growth of the platforms, and that it is well-positioned to benefit from such growth.

Global supply chain based on local-for-local production

The Group’s operations are supported by a comprehensive global supply chain with 30 manufacturing facilities, approximately 200 distribution centres, 327 production lines and 2,150 distributors, across six continents. The Group’s manufacturing facilities are geographically distributed to support its key areas of operations, including six sites in North America (Sikeston and Covington representing the Group’s largest and second largest ice cream manufacturing facilities worldwide, respectively), 11 in Europe, six in Asia, three in the Middle East, two in South Africa, one in Africa and one in Australia.

The Group’s manufacturing and distribution footprint allows it to pursue a local-for-local production principle in most of its largest markets. For example, in Turkey, the second largest national market for the Group, the Group’s operations are supported by two manufacturing facilities, one in Konya (in Anatolia) and one in Çorlu (in European Turkey). Together with 86 cold storage facilities located across the country, these two manufacturing facilities support a one-day lead time from production for the majority of the country by area, and a two-day lead time for the eastern section of the country.

In connection with the Group’s separation from Unilever, it has embarked on a comprehensive supply chain transformation programme, which is aimed at fully exploiting the potential of its supply chain fundamentals. The Group believes that through this programme, it will be able to unlock additional savings and efficiency through improving balance inventories and service rates, optimising its supplier pool, increasing asset utilisation and streamlining its route-to-market.

Company analysis based on third-party market data.

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices (excluding US).

Based on 2024 revenue, Company analysis partially based on NIQ FY24 Data and customer confirmations for US, Germany, UK, Mexico, France.

Company analysis partially based on NIQ FY24 Data and customer confirmations.

TABLE OF CONTENTS

Revamped front-line first organisation with a new winning culture, and incentives aligned to growth strategy

As part of Unilever, the Group has undergone and, as a stand-alone entity, will continue to undergo, a number of commercial re-sets designed to make it fit for its new purpose and position the Group to take a leading role in the global snacking industry. Central to this transformation is the revitalisation of talent, including a new senior team with extensive food and beverage experience and proven track records in delivering success at publicly listed companies. The Group’s senior leadership team is well-equipped to leverage its many years of combined industry expertise to advance the Group’s strategic objectives. The team is supported by increased depth of leadership across the whole of the organisation, with dedicated general management of each of the Group’s business units who run the business end-to-end. By empowering local leadership, management can be more agile, with strategies and execution tailored to local consumer needs and trends. Coupled with this, the Group has launched renewed incentive arrangements aligned to the delivery of clearly defined growth and other strategic objectives. The Group’s commitment to aligning incentives with shareholder and other stakeholder interests reflects its focus on sustainable long-term value creation.

The Group has embraced a technology-enabled, frontline-first approach that empowers its workforce to excel. New systems and key performance indicators have been crafted to fit the Group’s operational and financial needs. The Group is fostering a winning culture marked by a significant increase in performance intensity, which not only strengthens the Group’s market position but also enhances its capacity for sustainable growth, while aligning with the Company’s broader goals of prosperity and community alignment.

Strategy: Re-founding Ice Cream

From the time the Group started operating as a separate business unit within Unilever in July 2022, it has begun to re-establish itself as a separate, focused, independent global category leader34 with the strategic control and operating focus to build a better-performing business. Ice cream is a growing €75 billion35 market with upside in the €470 billion35 snacking market with above average fast moving consumer goods return on invested capital.

As a separate business unit, and now as a standalone company, the Group is building a sharper, faster, and more accountable business, already delivering results through early productivity gains (such as automation upgrades at 21 manufacturing facilities in FY2024 contributing to a 23 per cent. reduction in food waste), a more efficient organisation (characterised by the removal of a layer of management and redeployment of personnel) and stronger in-market execution supported by revamped local management teams with end-to-end accountability.

The Group’s strategy centres on five interconnected levers:

•

Building a portfolio that drives value and penetration (through new consumption occasions and innovation);

•

Expanding availability, reach and execution;

•

Unlocking productivity to drive margin and growth;

•

ESG strategy focused on building resilience, enabling innovation, and protecting licence to operate; and

•

Organisation and Culture: Built for focus, speed, and accountability, without compromising business integrity.

While the Group will continue to face challenges in the execution of its strategy, it is now operating with greater pace, a clear strategy, proven leadership and a strong platform for reinvestment. Since becoming a separate business unit, the Group has invested significantly in its cabinet fleet and its supply chain in order to drive growth and productivity.36 The Group is now confident in its ability to build a structurally improved ice cream business, one positioned for sustainable competitive growth, stronger margins and long-term value

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices, adjusted for economic ownership of brands in each market.

Company analysis based on third-party market data.

Between FY2022 and FY2024, the Group made €892 million worth of capital expenditure investment in its cabinet fleet and supply chain.

TABLE OF CONTENTS

creation. The discussion below provides more details around the Group’s growth strategy. For a discussion of the challenges that might prevent the Group from executing its growth strategy successfully, see “Risk Factors”.

Building a Portfolio That Drives Value and Penetration

As a standalone company, the Group has redeveloped its growth model, not simply by launching new products, but by unlocking new consumption occasions, reshaping its portfolio and focusing innovation on scalable, high-return platforms. Whereas the Group’s growth model was historically more focused on growing in the premium segment of the industry, the Group’s re-developed growth model focuses on the entire pricing pyramid within the industry, and is built on leveraging its brands to grow consumption occasions and increase penetration within those occasions. By expanding the focus of the growth model beyond the premium segment, and growing occasions within the industry, the Group expects to accelerate growth, expand margins and keep the consumer at the core of the Group’s strategy.

Expanding consumption occasions through innovation

The Group is shifting from a brand-first model to an occasion-led growth engine focused on where, when and why consumers choose ice cream. By identifying key moments like weekday indulgences, BBQs, road trips, couch moments, or family gatherings, the Group designs its products, route-to-market and activations that meet consumers in the moments that matter.

The Group structures its occasion strategy around five distinct demand moments:

•

Indulgent delights: Premium experiences from brands like Magnum, Ben & Jerry’s, and Talenti, using proprietary textures and layered formats to elevate indulgence.

•

Refresh & revive: Light and refreshing formats for both adults and kids, often seasonal or impulse-driven, led by brands like Twister and Calippo.

•

Fuel up: Bite-sized, convenient formats for on-the-go and sharing snacking, including innovations like Magnum Bon Bons and snack bars.

•

Bonding & sharing: Social and family formats that make ice cream part of everyday and festival rituals, from premium tubs to accessible multi-packs.

•

Mindful choices: Health-forward options that balance taste and nutrition, playing in spaces like “high protein” through brands like Yasso.

This framework ensures that the Group’s innovation and communication are not only category-relevant but also occasion-right.

Competing across the full price pyramid to grow both margin and penetration

The Group’s portfolio is built to compete across the full price pyramid, from affordable, everyday formats to premium indulgent offerings, enabling the Group to serve all consumers across occasions, channels and income levels.

Premium offerings drive pricing power, margin mix and brand distinctiveness. Accessible formats support broad penetration and frequency, helping the Group win in mass channels driving volume efficiencies in its manufacturing facilities.

The Group supports this approach with a sophisticated country-specific, occasion-based pricing strategy, positioning the Group’s products not just within the ice cream category norms, but against the broader snacking market.

Focusing innovation on scalable disruptive platforms

The Group is moving from an innovation strategy focused on flavour renovations to a model that emphasises value per launch. The Group’s focus is on disruptive formats that unlock new usage occasions, have pricing power, and deliver scale across markets, such as Magnum Bon Bons.

TABLE OF CONTENTS

The Group is investing in scalable innovation platforms, including:

•

Premium indulgence: Multi-textured formats like Magnum Brownie and seven-layer sticks that elevate sensory experience.

•

Better-for-you snacks: Health-forward options like Yasso, 70 per cent. fruit sorbets and adult refreshment.

•

Format-led expansion: Portable and occasion-driven formats such as micro-treats, snack bars and bite-size, opening up new occasions like on-the-go snacking.

With an improved RD&I focus, dedicated category teams and faster test-and-learn cycles, the Group is building long-term market-making platforms, not just one-off novelties.

Expanding Availability, Reach and Execution

The Group’s growth is shaped not only by what it sells, but by where and how its products appear, because in ice cream, availability is everything. It is an impulse-driven category, one in which cold chain access, product visibility and speed to shelf determine sales. This is why the Group is transforming its go-to-market model to: expand access, strengthen execution and drive demand across every channel.

A dedicated salesforce built for ice cream

One of the most significant changes the Group has made is the deployment of an enlarged, dedicated ice cream sales team.

The sales team has three clear mandates:

•

To expand distribution, particularly in underpenetrated outlets;

•

To reduce out-of-stocks by improving availability and execution; and

•

To create perfect stores and shelves.

The impact of these mandates is already visible through broader coverage, improved store compliance and a more reliable presence across markets.

Elevating retail execution with the right tools and terms

Grocery retail is the Group’s largest commercial channel, and the Group is transforming how it operates within the channel to drive more profitable category growth.

The Group is strengthening its end-to-end revenue growth management (“RGM”) system, with smarter pack-price architecture, promotion design and occasion-based assortment strategies, tailored by channel. These tools are being rolled out market-by-market to drive margin and conversion.

In parallel, the Group is redefining its trade terms, moving towards agreements that are designed to fully reflect the economics of ice cream. As part of Unilever, the Group’s trade terms were negotiated by Unilever in order to accommodate a variety of consumer goods, many of which had different characteristics from ice cream. As a stand-alone business, the Group is free to negotiate trade terms that are tailored to the specific needs of an ice cream business. Trade terms touch all areas of the business, including the timing of deliveries, structure of promotions, replenishment costs, freezer space, cold chain logistics and seasonal dynamics.

These upgrades to the Group’s trading terms are not just improving execution, they are changing how the Group grows. By combining occasion-led innovation, sharper RGM and ice cream-specific trade structures, the Group aims to become market-makers with its customers, growing the category and creating the conditions for both sides to win.

Optimising cabinet fleet to drive away-from-home growth

At the heart of the Group’s away-from-home model is a global fleet of approximately three million freezer cabinets, a physical distribution network that gives the Group unparalleled access to consumers across parks, beaches, petrol stations and independent stores.

TABLE OF CONTENTS

The Group is modernising this fleet by deploying smarter, energy-efficient units, using outlet-level data to target high-potential locations and improving service efficiency to reduce mislocated cabinets and boost sales per cabinet.

The Group has embedded new technologies to turn its cabinets from static assets into intelligent sales agents, including:

•

in-cabinet cameras enabling real-time stock visibility for faster replenishment;

•

a mobile app that lets shopkeepers in certain jurisdictions scan cabinets and receive AI-generated order suggestions, with similar technology deployed to allow on-the-ground personnel from the Company to assess replenishment needs; and

•

machine learning models that combine sales and weather data to forecast demand and thereby facilitate efficient and accurate cabinet re-stocking.

Over the next one to three years, the Group aims to equip an increasing proportion of its fleet and its personnel with these technologies, enhancing availability, improving conversion and strengthening route economics, with the aim of digitising its entire cabinet fleet by 2035.

Away-from-home is margin-accretive to the Group’s business, and its cabinet strategy is central to unlocking the full potential of the freezer fleet, turning a traditional asset base into a modern, data-enabled growth engine. The Group plans to grow its cabinet fleet by approximately 2 per cent. per year.

Building a winning model in digital commerce

Digital commerce is the Group’s fastest-growing channel, with approximately 28 per cent. sales growth CAGR from 2016 to 2024. Historically underpenetrated due to delivery and cold chain constraints, the retail landscape is shifting fast as consumers embrace mobile-first, on-demand shopping, opening up new potential for impulse categories.

The Group is building the infrastructure to lead in this new landscape, including:

•

strategic partnerships with digital commerce and delivery platforms;

•

optimised pack design, content and digital shelf architecture; and

•

precision marketing powered by partner data to drive conversion and repeat.

The Group’s goal is not just to transact, but to build brand equity and category relevance in digital-first environments. For many, especially younger, urban consumers, digital is where the Group’s brands are discovered, shared and bought.

The Group sees digital not just as a channel, but as a multiplier, expanding reach, deepening engagement and creating new paths to purchase that drive disproportionate value over time.

Expanding brands internationally

The Group’s brand portfolio gives it a powerful platform to expand internationally, with proven propositions, strong equities and clear white space in many markets.

The Group has a successful track record in scaling brands internationally. For example, Ben & Jerry’s expanded from 26 to 46 countries between 2010 and 2024, delivering approximately 7 per cent. CAGR, well ahead of global category growth. This was driven by a repeatable model, combining strong brand equity, disciplined entry and local execution.

The Group sees further upside in:

•

Yasso: A frozen yogurt brand (high protein, lower calorie), well-suited to markets with rising demand for mindful snacking.

TABLE OF CONTENTS

•

Talenti: The leading US gelato brand,37 offering super premium indulgence through artisan-style products and transparent packaging.

The Group’s approach is not about exporting products, but scaling market-ready systems. With a leaner structure, faster decision-making and locally empowered teams, the Group is extending its brand footprint and unlocking new paths to growth.

Unlocking Productivity to Fuel Margin and Growth

As a standalone company, the Group is reshaping how it operates, structurally, commercially and technologically, to unlock margin expansion and reinvest for growth. The Group’s productivity programme was launched in 2024 and is targeting €500 million in savings over the medium term by leveraging efficiency across three core levers:

•

Supply chain transformation;

•

Overheads reduction; and

•

Tech-enabled operations.

Supply chain transformation

The Group’s supply chain transformation programme addresses the realities of the ice cream category from seasonality, energy intensity and frozen logistics to manufacturing complexity. As a standalone business, the Group is executing strategic pivots across five areas:

•

The Group is streamlining stock keeping units (“SKUs”) to reduce complexity while preserving category and price tier coverage, and targeting a 20 per cent. increase in equipment efficiency, a 20 per cent. reduction in waste, and reallocating approximately 25 per cent. of supply chain capital expenditure towards productivity-linked projects.

•

The Group is improving procurement through competitive buying, risk management, and end-to-end value chain simplification.

•

On the planning side, the Group aims to improve forecast accuracy by enhancing governance, segmentation and AI adoption.

•

The Group’s manufacturing and logistics networks are being rebalanced to reduce cost-per-tonne and improve seasonal responsiveness.

•

The Group is embedding a lean, end-to-end supply chain model with capability hubs to reduce overheads and improve capital return on investment.

These changes are expected to generate approximately €350 to €380 million in medium-term run-rate savings as part of the €500 million productivity programme.

Overheads reduction

Since the carve-out process began, the Group has rebuilt its organisation around leaner, accountable teams. This includes a frontline-first model with decentralised P&L ownership in 23 markets, a HQ focused on strategy and capital allocation, and tech-enabled support functions to drive de-layering. These design principles, and future productivity improvement enabled by technology investments, are delivering an organisation that is more efficient as a standalone ice cream business than as part of a larger multi-category group. The Group is targeting a reduction in overheads as a percentage of revenue of 1.5 per cent. by 2028, and to generate approximately €70 to €100 million in medium-term run-rate savings as part of the €500 million productivity programme.

Tech-enabled productivity

The Group is building a scalable technology stack to drive growth and efficiency. This includes consolidating multiple legacy ERPs into a single global platform, standardising data and processes for real time decision

Circana CY’24 Sales.

TABLE OF CONTENTS

making, and setting up capability hubs in Mexico and Poland. These changes are expected to generate approximately €30 to €50 million in medium-term run-rate savings as part of the €500 million productivity programme.

Sustainability Strategy

The Group’s sustainability strategy is focused on its material sustainability matters relating to climate, sourcing of raw materials, plastics and salient human rights. It will build on existing programmes, such as energy-efficient cabinets, responsible sourcing of cocoa and its award-winning vanilla value chain programme, to build business resilience and achieve greater positive outcomes for society. The Group’s sustainability strategy and targets will be refined over time through ongoing engagement with its stakeholders while taking into account evolving compliance obligations.

Organisation and Culture: Built for Focus, Speed, and Accountability

The Group has been deliberately designed for a standalone future with the structure, leadership, and culture to drive growth, accountability and long-term value creation.

The Group operates across three reportable segments, divided into 23 performance units with full end-to-end ownership. This structure encourages a growth mind-set and culture of accountability by providing local management teams fulsome control over their performance units, with tailored performance targets and an incentive structure that rewards long-term value creation. Local management teams are not constrained by budget allocations that are spread across multiple categories (as was the case before the Reorganisation) — they are incentivised to find new outlets to grow sales volumes, and to act with speed and agility. The local management teams are supported by a lean corporate centre focused on strategy, capital allocation, compliance and governance. Compared to the Group’s prior structure, it has removed one management layer, reducing headcount while improving execution and decision speed.

This structural reset has been matched by a refresh in the Group’s management team: over 85 per cent. of the Group’s top 100 leaders are new to their roles, bringing energy, focus and alignment, as well as extensive food and beverage experience and proven track records in delivering success at publicly listed companies. All members of the Senior Management Team will have completed at least one full season prior to the Demerger and are all empowered with clear mandates, decentralised decision rights and outcome-based incentives.

The Group’s culture is defined by “The Ice Cream Way”, driving performance, consumer focus and execution discipline, ensuring accountability and integrity. These principles are embedded in leadership, performance management and daily operations, with incentives fully aligned to deliver the Group’s growth objectives.

Key Brands

The Group’s extensive brand portfolio covers the global ice cream market across the full spectrum of demand moments and pricing categories, all of which drive the Group’s strategy.

The Group’s brand portfolio is led by its four power brands: the Heartbrand (an “umbrella” brand with numerous well-known sub-brands), Magnum, Ben & Jerry’s and Cornetto. Complementing these global power brands, the Group’s extensive portfolio also includes more than 100 local and regional brands, including sub-brands of the Heartbrand, and high-growth and occasion-led brands, many of which are a local market-leader in their respective markets. These brands significantly contribute to the Group’s global position, showcasing both established local presence and dynamic growth profiles.

As of 31 December 2024, more than 90 per cent. of the Group’s revenue came from its portfolio, with the remaining 10 per cent. from value accretive licensed products.

Global power brands

The Group’s global power brands: the Heartbrand, Magnum, Ben & Jerry’s and Cornetto, combined, accounted for €6.5 billion, or 82 per cent., of the Group’s revenue for FY2024. These brands benefit from unparalleled market recognition and consumer loyalty. The following table provides a snapshot of these power brands.

TABLE OF CONTENTS

The Heartbrand (Wall’s) (“Everyone’s happy”)

Founded in 1913 by Thomas Wall, Wall’s first ventured into the ice cream market in the early 1920s alongside its acquisition by Unilever and the advent of large commercial freezers. At its inception, Wall’s was distributed primarily via bicycle cart, pioneering ice cream sales for away-from-home consumption and revolutionising the way ice cream is sold. Today, the Heartbrand is the most prominent global ice cream brand, selling over 1 billion ice creams annually in more than 70 countries. Known for its diverse portfolio of more than 40 sub-brands (including Solero, Calippo, Carte d’Or and Twister), the Heartbrand’s branded products are well-diversified across demand occasions, price points and formats. In 2024, the Heartbrand held leading positions by retail sales in 21 countries, including Germany, Turkey, the Philippines, Mexico, Indonesia, Brazil, the Netherlands and Italy.38 In FY2024, the Heartbrand’s products contributed €2.8 billion to Group revenue for the period.

Magnum (“True to pleasure”)

Launched in 1989, Magnum was the first chocolate-coated hand-held ice cream created as the world’s first premium ice cream for adults. Today, Magnum is a leading global brand, selling 1 billion units annually in more than 65 countries around the world. Magnum ice cream pints, bites and sticks are made from highest quality ingredients to match its premium market positioning, focusing primarily on “indulgent” occasions and demand moments. Magnum is the number one brand in eleven countries, including France, Spain and the United Kingdom.39 In FY2024, Magnum contributed €1.8 billion to Group revenue for the period.

Ben & Jerry’s (“Peace, love & ice cream”)

Ben & Jerry’s was established in 1978, when Ben Cohen and Jerry Greenfield opened their first ice cream scoop shop in Burlington, Vermont. After expanding across the United States and in Europe, the company was acquired by Unilever in 2000 and continued to expand its geographic reach under Unilever’s ownership. Today, Ben & Jerry’s is the second largest ice cream brand by sales in the United States.40 In the United Kingdom, Ben & Jerry’s is the second largest ice cream brand by sales.39 It is sold in over 45 countries across the world. Ben & Jerry’s iconic ice cream range includes more than 98 flavours, available in dairy, non-dairy and gluten-free options, primarily targeting indulgent occasions supported by strong premium market positioning. In FY2024, Ben & Jerry’s contributed €1.1 billion to Group revenue for the period. Unlike the other brands within the Group’s portfolio, Ben & Jerry’s is subject to a bespoke governance arrangement, whereby the board of directors of Ben & Jerry’s Homemade Inc. (a subsidiary of the Company) includes independently appointed directors and retains primary responsibility for the brand’s “social mission” and “brand integrity”. For further details of this governance arrangement, see “Item 6. Directors, Senior Managers and Employees”.

Cornetto (“Unwrap your summer”)

Cornetto was launched in 1959 as the world’s first mass-marketed ice cream cone and acquired by Unilever in 1976. Leveraging strong consumer recognition developed over decades, the Group has successfully expanded

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices. The Heartbrand is not listed as a global brand name in Euromonitor’s data and its position is calculated based on the Group’s internal classification.

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices.

Company analysis based on Circana CY’24 Sales.

TABLE OF CONTENTS

its Cornetto offerings to include a diverse range of flavours and formats, featuring full-sized cones, minis and bites all centred around the classic Cornetto cone. Cornetto is sold in over 50 countries across the world and holds the number five position by sales globally, with the number one position in Italy and the number two position in the Philippines and Austria.41 In FY2024, Cornetto contributed €0.7 billion to Group revenue for the period.

Local heroes, high-growth brands and partnerships

The Group’s diverse local brand portfolio, including the sub-brands of the Heartbrand, complements the strength of its power brands, featuring over 100 highly-recognisable brands that play strategic roles within their respective markets. These range from local and regional leaders with decades of heritage and established brand recognition, to high-growth and occasion-specific brands. Collectively, these local heroes and high growth brands reinforce the Group’s leadership across emerging and developed markets globally. They enable the Group to offer distinct value propositions aimed at addressing specific consumption occasions, formats and price points, and filling “white space” in the markets in which the Group operates. The Group’s key brand categories falling outside its power brands include:

•

Local heroes: Iconic brands such as Breyers, Klondike and Popsicle, benefit from strong heritage, deep brand awareness and product innovation. The Group’s local heroes contributed €1.5 billion to Group revenue for FY2024, and accounted for 8 per cent of retail ice cream sales in the United States in that year.42

•

Better-for-you: These brands are dedicated to promoting lifestyle nutrition, and serve to expand the Group’s portfolio into new categories and formats like fibre, dairy-free, hydration-enhancing and sugar-free products. This category includes premier frozen yogurt brand Yasso. The acquisition of Yasso has enabled the Group to unlock growth into new categories and formats in lifestyle nutrition, capturing market share amongst rapidly emerging consumer trends. Between FY2022 and FY2024, Yasso sales grew at a CAGR of approximately 20 per cent., demonstrating significant market opportunity in the category.

•

Ultimate indulgence: These are fast-growing premium brands such as Talenti, the Group’s premium gelato offerings. These brands provide opportunities to expand geographically and enhance ultra-premium offerings that drive growth, particularly in developed markets. With Talenti, the Group occupies the top position in the US super premium gelato segment.43 Between FY2022 and FY2024, Talenti sales grew at a CAGR of approximately 3.5 per cent. and offers significant opportunity for cross-border expansion.

•

Brand partnerships and licences: The Group partners with renowned brands to deliver collaborative innovations. For example, the Group has successfully launched partnerships with iconic snacking brands to introduce innovative ice cream products. The Group’s partnership and licencing arrangements facilitate geographical expansion and penetration of new and select consumption occasions, such as snacking, on-the-go treats and day-out delights.

Products and Customers

Products

The Group sells products for at-home and away-from-home consumption, though many products lend themselves to both categories. Examples of products targeted towards at-home consumption include ice cream tubs, pints and multi-packs of ice cream cones, sticks, and bars. These products are defined as larger sized, multi-serving products more suitable for at-home consumption. Examples of products targeted for away-from-home consumption include single portions of ice cream cones, sticks, bars and mini cups (which are generally intended to be consumed “on-the-go” after purchase by the consumer).

Products targeted for at-home-consumption are typically sold through larger retail outlets such as hypermarkets, supermarkets and convenience stores (including the likes of Walmart, Albertsons, Edeka, Aldi,

Company analysis based on Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices.

NIQ FY24 Data.

Circana CY’24 Sales.

TABLE OF CONTENTS

Tesco, Sainsbury’s, Asda, BodegaAurrera and Carrefour, to name a few), whereas products targeted for away-from-home consumption are typically sold through smaller retail establishments, such as convenience stores (including, among others, 7-Eleven, Speedway and Couche-Tard), newsagents, gas stations, food service outlets and other strategically relevant locations (like leisure centres), where the Group’s freezer cabinets are strategically placed and stocked with the Group’s products. The majority of the Group’s products, whether targeted for at-home or away-from-home consumption, are also sold through the Group’s fast growing digital commerce business, which is described in more detail below.

Customer arrangements

The Group’s contracts with supermarkets and other large retailers are typically governed by annual business plans which, in many markets, also include pricing terms that are reviewed annually. In Europe, contractual arrangements with large retailers are often negotiated on a multi-country basis with customers that operate in more than one country in the region, or with buying alliances created by customers from different countries. Some retailers operating in the same country will also form in-country buying alliances with whom the Group will contract. As part of its overall arrangements with larger retail customers and retail alliances, the Group will often enter into one or more agreements for the provision of services from the retailer or retailers back to the Group, which could include services relating to the provision of data or market intelligence, or commitments around promoting the sale of the Group’s products.

In the US market, the Group also employs a “concessionaire model” for the sale of products targeted for away-from-home consumption. The model is based on a direct store delivery model and provides each concessionaire with the exclusive rights to sell certain of the Group’s products in a specific geographic region. These arrangements encourage concessionaires to invest in long-term sustainable growth in their region. The Group has arrangements in place with 16 concessionaries which represent approximately 75 per cent. of volume of ice cream targeted for away-from-home consumption sold in the United States.

The Group also contracts with “club stores”, such as Costco and Sam’s Club, to effectively sell its products to consumers. A common feature of its arrangements with club stores includes wholesale agreements, whereby the Group supplies products in larger bulk quantities but at discounted prices and limited-time promotions or member-only products that drive traffic to the store and encourage bulk buying.

In all of its markets, the Group will sometimes provide financial incentives to its customers to assist in the distribution and promotion of its products to the consumer. In certain markets, these incentives include, among other things, volume-based rebates, growth-based rebates, product placement fees, pricing discounts, promotions and displays. New product support includes targeted consumer and retailer incentives and direct marketplace support, such as point-of-purchase materials, product placement fees, media and advertising.

Cabinet fleet

The Group is able to drive market penetration and volume growth through its extensive network of ice cream freezer cabinets, which are deployed at large and small retail locations, targeting both at-home and away-from-home consumption. The Group owns, freely loans and maintains approximately three million freezer cabinets across its markets, representing an estimated 30 per cent. of ice cream freezer cabinets worldwide.44 The Group has experienced a direct correlation between freezer penetration and both volume and market share growth, in particular in developing markets. Management believes that this significant freezer penetration therefore represents a unique competitive opportunity for the Group.

The Group has also recently begun imbedding AI-enabled digital monitors into its freezer cabinets, which provide real-time data insights to retailers, while also monitoring stock levels, and immediately triggering replenishment when stocks run low, enhancing in-store execution. Unlike a more traditional cabinet, which lacks automated insights and relies on manual checks and ordering, the AI-enabled cabinet continuously captures images of its contents, identifies SKUs and assesses stock levels. The information is processed through specialised AI software that translates visual data into actionable, SKU-level insights and auto-generates replenishment orders, reducing out-of-stocks and improving sales effectiveness.

Company analysis based on third-party market data.

TABLE OF CONTENTS

The AI used by the Group in respect of its cabinet fleet primarily comprises computer vision algorithms embedded in four deployment models: (i) retrofit camera hardware, (ii) original equipment manufacturer (OEM) factory-fitted systems, (iii) mobile snapshot applications (referred to as a snapshot model) and (iv) marketing insight solutions, each of which is described below:

•

Retrofit camera hardware — Retrofit camera hardware can be retrofitted into existing cabinets. The integrated camera records images inside the cabinet on a regular basis (with varying frequency depending on whether it is high season or not), and translates the images into SKU-level data analytics, which can be sent directly to a desired location. The integrated camera also provides location and temperature alerts, average fill level per cabinet, share of shelf and lost opportunity data, all of which can be used by the Company and retailers alike to optimise stocking strategies.

•

OEM factory-fitted systems — OEM factory-fitted systems refers to the camera hardware described above, in circumstances where it is installed in new cabinets rather than being retrofitted into existing cabinets.

•

Mobile snapshot applications (snapshot model) — The snapshot model enables a salesperson to record an image of a cabinet by mobile phone, which image is automatically sent for processing via an application and is translated into SKU-level data analytics which, like in the case of the camera hardware, can be sent directly to a desired location. Like the camera, the snapshot model also provides average fill level per cabinet, share of shelf and lost opportunity data.

•

Marketing insight solutions — Marketing insight solutions use data analytics to help the Company and retailers alike better understand consumer behaviour, market trends, and product performance. This model makes use of an external camera which captures images of each transaction, and automatically applies data analytics for the purpose of assessing consumer behaviour relating to levels of demand generally, product pulls at different times of day, temperature gauging, door open/close times and other decision-useful information for the Company and retailers.

As of 31 December 2024, the Group had over 60,000 AI-enabled smart freezer cabinets installed at retailers across the world. A key pillar of the Group’s strategy involves the continued upgrading of its cabinet fleet from both a technology and a sustainability perspective, which is described above under “—Strategy: Re-founding Ice Cream”.

Digital Commerce

The majority of the Group’s products are available and distributed through three digital commerce businesses in more than 30 countries, catering to various on-demand consumer needs.

The Group intends to continue to grow its digital commerce business through partnerships with grocery retailers, QSR chains and rapid delivery platforms, in order to address additional consumption occasions.

Geographical Regions Based on the Group’s Reportable Segments

The Group reports its results across three segments: (i) Europe and ANZ; (ii) Americas; and (iii) RoW. See “Note 2. Segment information” of the Combined Carve-Out Financial Statements and “Item 5. Operating and Financial Review—5.A. Operating Results—Results of Geographical Operating Segments” for detailed financial information on the Group’s reporting segments.

Across these regions, 69 per cent. of Group revenue was generated from developed markets in HY2025, with the remaining 31 per cent generated from emerging markets. In FY2024, 70 per cent. of Group revenue was generated from developed markets, with the remaining 30 per cent. generated from emerging markets. The following graphics set out the percentage of revenue generated by each of the Group’s geographic regions in HY2025 and FY2024.

TABLE OF CONTENTS

	HY2025			FY2024

Europe and ANZ

The Group’s largest geographical region by revenue is Europe and ANZ, comprising the Group’s sales in more than 38 countries, including Germany, the United Kingdom, Italy, France, Australia, Spain, the Netherlands and Sweden, among others. The Group generated revenue of €1.9 billion (or 41 per cent. of Group revenue) and €3.1 billion (or 39 per cent. of Group revenue) from the Europe and ANZ region in HY2025 and FY2024, respectively.

In HY2025 and FY2024, 97 per cent. of the Group’s revenue in the region was derived from its highly recognised power brands. In FY2024, Magnum ranked number one by sales in the United Kingdom, France, Spain, Switzerland and Austria, while the Heartbrand ranked number one by sales in Germany, Italy and the Netherlands.45

The region derives the majority of its revenue from at-home consumption, where the Group was the leading ice cream retailer by sales in major grocery retailers in Germany, the United Kingdom and France in 2024.46 The Group also generates a significant amount of revenue from away-from-home consumption (contributing approximately one third of revenue in both HY2025 and FY2024), supported by approximately 900,000 freezer cabinets in the region.

Americas

The Americas region is the Group’s second largest by revenue, comprising its sales in 12 countries, including the United States, Mexico, Brazil and Canada, among others. The Group generated revenue of €1.5 billion (or 33 per cent. of Group revenue) and €2.9 billion (or 36 per cent. of Group revenue) from the Americas region in HY2025 and FY2024, respectively, the majority of which came from the United States.

With a population exceeding 1 billion, the Americas region comprises diverse local market landscapes across North and South America. In the United States, the world’s largest ice cream market, the Group’s portfolio caters to a broad spectrum of consumers and demand moments, focusing on premium and super-premium products. In FY2024, the Group had a 22 per cent. share of retail sales in the United States, as well as the number two ranked brand, Ben & Jerry’s.47

In the United States, the Group generates the majority of its revenue from at-home consumption, supported by leading sales across a majority of the top grocery retailers in the region.48 In South America, the Group derives the majority of its sales from away-from-home consumption, and is particularly well-positioned in high growth markets such as Mexico, Brazil and Ecuador.

Company data.

Company analysis partially based on NIQ FY24 Data and customer confirmations.

Circana CY’24 Sales.

Based on 2024 revenue, Company analysis partially based on NIQ FY24 Data and customer confirmations.

TABLE OF CONTENTS

RoW

The Group generated revenue of €1.1 billion (or 26 per cent. of Group revenue) and €2 billion (or 25 per cent. of Group revenue) from the RoW region in HY2025 and FY2024, respectively. The Group derives the majority of its revenue in the RoW region from away-from-home consumption, which accounted for 71 per cent. and 68 per cent. of RoW revenue in HY2025 and FY2024, respectively, driven primarily by strong cabinet penetration and expansive distribution capabilities. The Group’s largest markets in the RoW region are Turkey, China, the Philippines and Indonesia.

In Turkey, the Group’s leading market in the RoW region, the Group had an over 80 per cent. market share in FY2024.49 The Group’s primary brands in Turkey are the Heartbrand and Cornetto, which ranked the first and third brands, respectively, by retail sales in Turkey.50 Turkey contributed €361 million and €649 million of the Group’s total RoW revenue in HY2025 and FY2024, respectively. Sales in Turkey are driven, in part, by the Group’s significant cabinet penetration, which surpassed 300,000 in FY2024.

In China, the Group generates the majority of its revenue from strong away-from-home consumption, supported by a robust innovation programme and efficient distribution networks. The Group’s primary brands in China are Cornetto and Magnum, which are ranked the fourth and fifth brands in the country by retail sales in 2024.51 The Group generated €270 million and €317 million in revenue from China in HY2025 and FY2024, respectively.

In Indonesia, the Philippines, Thailand and Malaysia, the Group ranks first amongst ice cream retailers by retail sales according to Euromonitor. In Indonesia and the Philippines, the Group’s third and fourth largest markets in the region, the Group is reinvesting in building a larger presence by leveraging its brand strength and market development knowledge to further drive penetration and consumption.

Other key markets in the RoW segment include Israel and Pakistan, where the Group ranks first by retail sales, and South Africa, where the group ranks second by retail sales as of FY2024.51 Once the Group acquires Unilever’s Ice Cream Business in India, which is expected to occur in 2026, India will also represent a key market in the RoW segment. See “Reorganisation and Demerger—Reorganisation—Deferred Territories— India”.

In the short to medium term, the Group intends to focus on creating affordable supply chains in Pakistan while improving availability through distribution to stimulate consumption. The Group also aims to secure early market entry in highly populous countries like Nigeria, Ethiopia, Egypt, Bangladesh and countries across the Middle East currently exhibiting nascent levels of ice cream consumption.

Manufacturing and Logistics

Materials and suppliers

The Group sources raw materials, packaging and other materials from a comprehensive network of approximately 2,000 third-party suppliers. The primary raw materials used in the production of the Group’s ice cream are dairy products, sugar, cocoa, cocoa byproducts, vanilla and vegetable oils. The Group produces wafer cones in some key locations and sources cones, fruits and inclusions such as nuts, confetti and pralines from third-party suppliers. The Group has identified multiple suppliers for most of these raw materials to ensure supply security, and it purchases supplies on a Group-wide basis to maximise economies of scale. The supply of cocoa remains geographically concentrated in West Africa, in particular Ghana and Côte d’Ivoire, while the supply of vanilla remains geographically concentrated in Madagascar. For scarce commodities, such as cocoa and vanilla, the Group is focused on diversifying the country of origin of its supply to ensure resilience against supply chain challenges in specific countries.

NIQ FY24 Data, excluding discounters.

Euromonitor, Snacks 2026 edition, Retail Value Sales (RSP) in EUR, y-o-y ex. rates, current prices.

TABLE OF CONTENTS

The majority of the Group’s contracts with suppliers for raw materials are governed by annual or bi-annual purchase agreements with termination rights for service failures, quality issues and unpredictable events. When such purchase agreements are due to expire, the Group prepares and sends invitations for tenders to new and existing suppliers. For certain strategic, high value raw materials, such as cocoa and vanilla, the Group enters into multi-year contracts with suppliers to ensure resilience against supply chain disruptions and pricing volatility. Additionally, the Group takes actions to reduce overall material expenses and exposure to commodity price fluctuations, including through the use of forward purchase and fixed-price contracts. The Group opportunistically enters into these arrangements when it believes favourable prices can be secured for specified future periods or when customer prices are contracted ahead of time, reducing exposure to near-term price fluctuations.

Warehousing, distribution and route-to-market models

The Group primarily relies on third parties for: (i) the shipping of raw materials from origin to central hubs; (ii) the transportation of raw materials from central hubs to manufacturing facilities; and (iii) transportation of products from the manufacturing facilities to distribution centres (“DCs”) and then to retail distribution points in each country where products are sold.

The Group utilises a highly distributed network of DCs which are either owned or leased from third-party logistics partners, where it serves as an anchor tenant. The majority of the Group’s inventory is stored at the DCs until the time of distribution. Additionally, the Group contracts specialised cold chain third-party providers for the transportation of its products from DCs to its customers. For international exports, the Group contracts with international carriers to export its products from exporting manufacturing facilities into the various markets in which the Group operates.

For large supermarkets and retailers, the Group distributes products from its central DCs directly to its customers’ warehouses. For smaller retail stores, the Group distributes its products either through distributors (concessionaries) or directly through its last-mile logistics network.

Manufacturing facilities

The Group’s products are manufactured at its 30 manufacturing facilities, which are located across six continents. The Group owns, leases or has a right to use all of its facilities, other than a portion of the facility at Minto, Australia, for which the Group is in the process of agreeing a renewal lease with the relevant landowner as at the date of this registration statement and which it expects to have agreed prior to Admission (but continues to operate uninterrupted in the interim). Following the completion of the Demerger, it is expected that Unilever’s Ice Cream Business in India will be transferred to the Group as further described in “Reorganisation and Demerger—Reorganisation—Deferred Territories—India”. Upon completion of the transfer of the Ice Cream Business in India, the Group will have a total of 33 manufacturing facilities.

The Group’s manufacturing footprint is geographically aligned with its key markets around the world, which allows products to be regionally sourced and more easily tailored to local needs. The Group’s manufacturing units are responsible for the production and packaging of its products, and ensuring that the Group’s products are delivered at the right quality, cost and time, in order for the supply to satisfy the demand generation activity for its business.

The majority of the Group’s manufacturing facilities meet the standards of the International Organization for Standardization (ISO), an international industrial and commercial standard-setting body.

The illustration below provides an overview of the facilities owned or operated by the Group during FY2024 (including India, which is a deferred territory, as discussed elsewhere herein).

TABLE OF CONTENTS

The below table provides additional details on the Group’s material manufacturing facilities:

Location	Products Produced	Capacity (millions of litres/year)		Total sq. metres (thousands)
Sikeston North (USA)	Jars, Tubs, Pints, Moulded Sticks and Extruded Sticks and Extruded Stickless		239		321
Covington (USA)	Jars, Tubs, Moulded Sticks and Extruded Stickless		217		330
Çorlu IC (Turkey)	Tubs, Pints, Moulded Sticks, Extruded Sticks, Extruded Stickless, Cones, Cups, Logs and Wafer Cones		238		65
Heppenheim (Germany)	Tubs, Moulded Sticks, Extruded Sticks, Extruded Bites, Cups and Logs		186		114
Pasig IC (Philippines)	Tubs, Moulded Sticks, Cones and Cups		141		28
Gloucester (United Kingdom)	Tubs, Pints, Moulded Sticks, Extruded Sticks, Cones, Cups and Logs		121		100
Caivano (Italy)	Tubs, Moulded Sticks, Extruded Sticks, Cones and Wafer Cones		164		167
Cikarang IC (Indonesia)	Tubs, Moulded Sticks, Extruded Sticks, Extruded Bites, Cones and Cups		116		60
Minburi IC (Thailand)	Tubs, Moulded Sticks, Extruded Sticks, Extruded Bites, Cones and Cups		102		38
Konya IC (Turkey)	Tubs, Pints, Moulded Sticks, Extruded Sticks, Cones and Wafer Cones		139		297
Tultitlan IC (Mexico)	Tubs, Pints, Moulded Sticks, Extruded Sticks, Extruded Stickless and Cones		99		110
VT Saint Albans (USA)	Tubs and Pints		94		17
Veszprem (Hungary)	Tubs, Pints, Extruded Sticks, Extruded Stickless and Cones		120		73
Banino (Poland)	Tubs and Extruded Sticks		134		190
Lahore ICF (Pakistan)	Tubs, Moulded Sticks, Extruded Sticks, Extruded Stickless, Cups and Cones		88		150
Hellendoorn (Netherlands)	Moulded Stickless, Pints and Cups		75		28

TABLE OF CONTENTS

The Group’s key manufacturing facilities typically run with an average capacity utilisation of around 70 per cent.

Inventory

The Group’s supply chain, combined with its ERP solution, is designed to maintain sufficient quantities of desired finished products available to meet the needs of customers and consumers, while optimising inventory throughout the supply chain.

The supply chain is triggered by the demand for products from each of the markets in which the Group operates. The Group’s marketing and demand planning units use tech-enabled solutions to review forward demand and capacity constraints in order to create demand forecasts. These demand forecasts are collected by the inventory planning units, reviewed for production capacities and then submitted to the manufacturing facilities, and the aggregate of these forecasts is used as the basis for the Group’s production planning. Through inventory visibility in the Group’s supply chain, manufacturing facilities can optimise their production planning, while ensuring optimised service levels. The Group maintains flexibility in its manufacturing facilities in order to ensure it can meet demand on a timely basis.

Technology-enabled Marketing and Demand Creation

Management believes that the Group has an opportunity to build on its world-class brand portfolio through a modern, technology-empowered marketing approach designed to drive relevance, reach and growth at scale. The Group’s marketing strategy is anchored in four key pillars:

•

Brand superiority: The Group elevates brand equity through a superior product experience, increased distribution coverage and consistent messaging that reinforces each brand’s distinctive role.

•

Occasion and need-based demand creation: The Group aligns product offerings to real consumer occasions and demand moments, whether emotional, seasonal or functional, using data-driven insights to unlock incremental growth opportunities.

•

Technology-powered, social-first activation: By harnessing emerging technologies, the Group generates dynamic, occasion-relevant content at speed. Social media and influencer-led strategies allow the Group to connect with culture, engage diverse audiences and optimise performance in real time.

•

Smart innovation and pricing architecture: The Group develops innovations that are both meaningful and commercially sharp, leveraging insights to optimise format, pack and pricing strategies reflecting local market dynamics.

The Group believes that its product research provides a thorough understanding of its markets, which, coupled with key differentiators such as superior brand recognition, strong development resources, customer service and support capabilities, broad geographic reach and large-scale production resources, contributes to enhancing its marketing capabilities and solidifying its position as a preferred supplier in the industry. Superior service is also critical in the industry. The Group approaches sales and marketing with sales teams possessing specialised product and regional market knowledge, as well as product development personnel who co-ordinate development activities. The Group’s scale enables the dedication of certain sales and marketing efforts to particular products, customers, or geographic regions, developing expertise that is valued by customers. Many customer relationships stem from existing connections of owners or management of companies the Group has acquired, with retained owners often continuing to play key roles in those relationships.

Sales representatives are trained to maintain a general familiarity with all products, enabling the Group to leverage cross-selling opportunities. This training has led to sales personnel developing a deep understanding of the product lines, in addition to the specific operations and needs of individual customers. This expertise allows the Group to cultivate profitable new business, develop highly effective partnering initiatives with key customers, meet or exceed customer needs and expectations regarding product quality and innovation and differentiate its products from competitors.

TABLE OF CONTENTS

Innovation, Research, Food Safety and Compliance

Product research, design and innovation

The Group’s RD&I development facilities comprise a comprehensive network of 12 RD&I centres, integrating a combination of dedicated sites and shared sites operated pursuant to long-term lease agreements with Unilever, all designed to bolster a wide array of functions and foster innovation.

Key components of the Group’s RD&I network include:

•

The Group’s global innovation lab and advanced manufacturing centre for design and rapid prototyping located in the UK.

•

The Group’s five innovation and experience centres located in the United States, Mexico, the United Kingdom (with a creative kitchen and experience centre co-located at the Group’s Netherlands headquarters), Turkey and Thailand.

•

The Group’s six innovation centres located in other strategic markets, including the United States, Brazil, Israel, Indonesia, China and Australia.

The Group leverages its RD&I facilities and significant in-house expertise to ensure the sustained vitality of its brands and enable it to proactively meet its customers’ and end consumers’ needs. Over the last three fiscal years, the Group has made significant investments in its dedicated RD&I function, with a focus on leveraging science and technology to deliver market-leading capabilities across several key areas: (i) product safety, quality and nutrition; (ii) product microstructure and designer components; (iii) precision engineering; (iv) intelligent selling systems; (v) impactful packaging; and (vi) design for experience accelerated by the latest digital tools across the full spectrum of the product life cycle, each as further described below:

•

Safety, quality and nutrition: The Group utilises the latest methods and protocols for assessment of food safety with its full portfolio adhering to applicable standards and regulations. In addition, the Group has established a nutrition strategy whereby it utilises the latest scientific and technological developments in the food industry to deliver products with responsible nutritional content.

•

Product structure and designer components: The RD&I function leverages its expertise to develop new ice cream formulations and market-leading innovations in texture, format and taste. The Group utilises the latest developments in biotechnology and physics to create unique formats and tastes. Additionally, the Group has developed predictive models that help design and test new ice cream recipes, allowing real-time virtual design of ice cream formulations.

•

Precision engineering: The Group uses advanced manufacturing techniques and modular digital lines to enable rapid prototyping, allowing for fast development and roll-out of new proprietary formats and features. The Group’s engineering teams also apply robotics, digital vision and state of the art software solutions to digitise and operate its manufacturing facilities with maximum efficiency.

•

Intelligent selling systems: The Group makes extensive use of digital technology for real-time monitoring and automation, as well as targeted investment in carbon reduction technologies to drive increasing supply chain efficiency and sustainability.

•

Impactful packaging: The Group employs pioneering packaging designs that amplify consumer experience while ensuring safety and recyclability.

•

Design for experience: The Group employs methods that are grounded in neuroscience to design superior and multisensorial experiences for consumers. The Group’s innovation process is also enhanced by the use of consumer data to improve its market intelligence.

The Group has a strong ecosystem supporting the development of new and alternative ingredients, formulations, manufacturing equipment, packaging and freezer cabinets. The Group achieves intellectual property generation and speed-to-market by utilising specialist internal and external expertise and resources. The Group’s RD&I ecosystem includes: academic experts; ingredient, equipment and packaging suppliers; RD&I service providers; and consumer research and design agencies. The Group has built world-class innovation partnerships across key strategic areas, such as vanilla, chocolate and flavour, driving superior

TABLE OF CONTENTS

consumer experiences. The Group will continue to expand its ecosystem to include new partners where necessary to drive growth.

Food safety, quality and compliance

The Group has a comprehensive food safety and quality programme to ensure products are safe, high-quality and fully compliant with applicable regulations. This includes stringent food safety and quality requirements for raw material and supplier approval, product design and development, as well as for manufacturing and cold chain management. Rigorous processes are also in place for on-pack labelling and claims management, to ensure compliance with applicable regulations whilst providing the clarity and transparency needed for consumers.

In addition, verification mechanisms (such as the monitoring of raw materials and suppliers; internal auditing and external certification of the Group’s manufacturing facilities; and focused regulatory compliance audits) provide ongoing assurance that the Group’s food safety and quality programme is properly implemented “end-to-end” and remains effective at all times.

The Group’s quality control and assurance programmes are designed to enable strict compliance with all applicable government mandates regarding the safe manufacture of foods. Quality control policies and procedures are strictly monitored and enforced at all of the Group’s manufacturing facilities. All plants ensure product consistency to a designed standard of product quality.

The Group is subject to extensive food safety regulations and is subject to governmental food processing controls in each of the countries in which it operates, including Regulation EC/178/2002 for European Union Member States, the Food Safety Modernization Act (US), Codex Alimentarius (international standard) and the ASEAN Food Safety Regulatory Framework. The Group is also regularly inspected by various national and local regulatory authorities. For a more detailed discussion of the regulatory frameworks under which the group operates, please see “—Regulatory Overview—Food safety regulations” below.

Intellectual Property

Intellectual property (“IP”), including trademarks, trade names, domain names, copyrights, design rights, patents, trade secrets and confidential information, amongst other things, is an important part of the Group’s business, and IP assets are, in the aggregate, of material importance to the Group’s business. The Group’s most material IP assets are its power brands, in particular Ben & Jerry’s, Cornetto, Magnum and the Heartbrand, as well as the Group’s other major brands, including Calippo and Twister, and their associated logos, which are wholly owned by the Group. The Group believes that it has taken, and will continue to take, appropriate available legal steps to protect its IP, including registering its trademarks on multiple registries worldwide.

The Group uses all of its major trademarks and it renews the registrations for such trademarks for as long as the Group uses them. In accordance with the applicable laws and regulations of each relevant jurisdiction, the Group’s patents have a defined duration of typically 20 years and must be renewed within this 20-year period (after which they cannot be further renewed).

Information Technology

The Group currently uses a number of Unilever IT systems for operational, business and technology support under the terms of the GTSA. Unilever’s IT systems provide support for the Group in the areas of IT infrastructure and support services, financial services and support, operations management services, distribution services, logistics and supply-chain management. Such transitional services agreements are expected to remain in place for a maximum period of 30 months from 1 July 2025, which includes a three-month ramp down phase. For more information on the GTSA, see “Item 10. Additional Information—10.C. Material Contracts—Global Transitional Services Agreement”.

For the duration of the GTSA, the Group will continue to rely on Unilever’s SAP platform to manage and operate its key business functions, including its supply chain management, product manufacturing and distribution and order processing for a large part of its business operations. IT operations are primarily managed by third parties, with automated reporting and accounting solutions through an ERP solution on an SAP platform. These solutions provide the Group with central insight into inventory, manufacturing and sales

TABLE OF CONTENTS

data across its segments. In the event of a failure of Unilever’s IT systems, Unilever maintains back-up systems and disaster recovery plans. Through the GTSA, the Group has access to Unilever’s back-up systems and disaster recovery plans in the event of a failure of Unilever’s IT systems. In regard to the independent IT systems that the Group maintains, the Group has contracted business continuity management with the relevant suppliers to ensure business continuity and disaster recovery.

The Group is in the process of developing a modern-purpose ERP to replace its current technology stack, with functional systems specially developed to meet the Group’s needs as a stand-alone business. The new technology stack focuses on establishing a robust, scalable and efficient technological foundation to support the Group’s growth and innovation-first strategy.

The Group’s technology strategy is underpinned by the following core principles:

•

Co-ownership of digital transformation: Collaborate across units for improved growth through flexible, reusable solutions.

•

Driven by top talent: Cultivate leading internal talent in data, AI, cloud, architecture and engineering.

•

Data-driven decisions and insights: Business decisions guided by timely and accurate data insights.

•

Security, compliance, governance and privacy by design: Secure data with comprehensive governance and legal compliance tactics.

•

Sustainable footprint: Technology practices that align with sustainable values.

•

Agile cloud infrastructure: All services via cloud enabling business agility while controlling costs.

•

Ecosystem of digital applications: Build cross-functional applications integrated into a modern, ERP core supporting business operations and innovation.

Implementation of this strategy will involve deploying the Group’s new technology stack through a phased approach, ensuring minimal disruption to business operations, aligned with the timeline for exiting the GTSA. The introduction of new technologies will be managed under the oversight of the Chief Technology and Information Officer, helping to navigate the complexities of implementation and to foster a culture of continuous improvement, innovation and compliance.

Information Security

The Group has taken a number of steps to secure its information as well as the information of its consumers, customers and employees. The Group engages with third parties that monitor the Group’s information security, which is overseen by the Group’s Cyber Information Security Officer.

Sustainability

The Group’s sustainability strategy is focused on managing impacts and risks to strengthen the Group’s resilience, unlock innovation and drive business performance. The Group intends to build on its approach over time with a focus on material sustainability matters relating to climate, sourcing of key commodities, salient human rights and plastics.

The Group has a Net Zero ambition by 2050. It is in the process of defining the scope of this ambition, developing its climate strategy and considering climate target setting options (including GHG emission reduction targets). Its most significant sources of GHG emissions relate to the use of cabinets and the sourcing of key commodities, such as cocoa, dairy and vanilla. The Group is implementing measures to improve the efficiency of its ice cream cabinets and is engaging with key suppliers to progress initiatives to reduce GHG emissions.

The Group responsibly sources key commodities, such as cocoa, vanilla, dairy and palm oil, in accordance with relevant current and incoming regulations such as the EU Deforestation Regulation. The majority of cocoa, vanilla, dairy and palm oil purchased by the Group is certified under various voluntary regimes. The Group purchases Fairtrade and Rainforest Alliance certified cocoa and vanilla, dairy verified through the Sustainable Agriculture Initiative’s Sustainable Dairy Partnership, and RSPO-certified palm oil. The Rainforest Alliance Sustainable Agriculture Standard for certified farmers sets criteria on environmental,

TABLE OF CONTENTS

social and economic sustainability standards. Commodities which are Fairtrade certified must meet certain environmental, social and economic criteria, including that producers receive the Fairtrade Minimum Price and the Fairtrade Premium (an additional sum of money to be used to invest in improving social, economic and environmental conditions).

The Group has performed a salient human rights assessment and is developing its social strategy, which will build on existing initiatives and programmes. The Group has programmes in place to help protect workers in the supply chain, such as the child and forced labour risk mitigation programmes with cocoa suppliers, cooperatives and farmers in Côte d’Ivoire and Ghana, and the Vanilla for Change programme in Madagascar to help vanilla farmers improve livelihoods and resilience.

The Group will develop a market-specific approach to packaging regulation and plastic taxes where relevant, building on its strong track-record in packaging innovation. For example, the Group has successfully introduced plant-based tubs and lids for Ben & Jerry’s in the EU.

The Group’s approach to product innovation is developed in alignment with the changing regulatory landscape and stakeholder expectations in relation to nutrition, labelling and marketing. The Group seeks to align to industry standards regarding responsible marketing to consumers. For example, the Group seeks to align to the full ICC Advertising and Marketing Communication Code (the “ICC Code”), which aims to ensure all marketing communications are legal, decent, honest and truthful in order to build consumer trust. Its product innovation is based on evolving consumer preferences, and includes offering healthier alternatives, such as reduced sugar and mini-portion product varieties.

The Group’s sustainability strategy is developed by a dedicated team of sustainability experts. Central coordination will be complemented at a functional and business unit level by the incorporation of sustainability objectives into the Group’s operational and performance targets, ensuring sustainability is embedded across the organisation and is managed to drive value for all stakeholders.

The Group has developed an advocacy strategy that focuses on engagement in the legislative and regulatory agenda for the Group, including sustainability-related matters such as climate.

Human Capital

Inclusion

The Group believes that a workforce that brings a wealth of lived and professional experiences, skills and perspectives will drive business growth by better representing the consumers it serves. The Group will also place effort behind inclusion programmes that help its employee value proposition (its ability to attract the best talent) by ensuring it has programmes in place that create a thriving and inclusive company representing people from all communities and backgrounds.

Culture

In early 2025 the Group launched “The Ice Cream Way”, an articulation of its company culture through six values and underlying behaviours. This cultural identity prioritises what makes the Group unique as a company and where it needs to excel: having passion and expertise for the ice cream category, being industry disrupters and creating an open, transparent working environment. The Group’s cultural values will be driven through investment in leadership programmes and employee workshops throughout the organisation.

Wellbeing

Providing support for the wellbeing and health of its workforce is in line with the Group’s culture and sustainability strategy and is essential in attracting and retaining employees of the highest calibre. The Group will offer competitive packages of benefits and services that will be focused on improving wellbeing and work/life integration.

Regulatory Overview

The following is a summary of the regulatory landscape applicable to the Group’s business in the key markets in which it operates.

TABLE OF CONTENTS

Food safety regulations

The Group is subject to extensive food safety regulations and is subject to governmental food processing controls in each of the countries in which it operates, including Regulation EC/178/2002 for European Union Member States, the Food, Drug, and Cosmetic Act (US), Codex Alimentarius (international standard) and the ASEAN Food Safety Regulatory Framework. The Group is also regularly inspected by various national and local regulatory authorities.

In the United States, the US Food and Drug Administration (the “FDA”) regulates food products pursuant to the Food, Drug, and Cosmetic Act (“FDCA”), as amended by the Food Safety Modernization Act. The FDCA governs the manufacturing, composition and ingredients, labelling, packaging and safety of food. The FDCA requires that certain nutrient and product information appear on product labels and that the labels and labelling be truthful, not misleading. In particular, the FDCA contains specific labelling requirements pertaining to nutrient content claims about specific nutrients (such as saturated fat and protein) and the “healthy” nutrient content claim. The FDCA further prohibits the distribution of food products that are adulterated or misbranded and provides the FDA with mandatory recall authority over mislabelled or misbranded food products. The Food Safety Modernization Act, which amended the FDCA, contains additional requirements intended to enhance food safety and prevent food contamination, including more frequent inspections and increased record-keeping and traceability requirements.

In Europe, Regulation EC/178/2002 provides the framework for a unified approach to food safety and all Member States have implemented the requirements into national law, creating a harmonised approach to food safety across the European market. Among the other major requirements of Regulation EC/178/2002 are Article 17, which imposes a general obligation on food business operators to ensure that the operations under their control satisfy the relevant food law requirements and an obligation to verify that such requirements are met, and Article 18, which imposes a mandatory traceability requirement along the food chain. The traceability requirement applies to all food, animal feed, food-producing animals and all types of food chain operators including in the farming, processing, transport, storage, distribution and retail sectors. The Group has implemented careful internal recording systems to ensure that it complies with this requirement. In addition to the general requirements of Regulation EC/178/2002, the Group is subject to the specific food hygiene legislation, such as Regulation (EC) No 852/2004, which outlines hygiene requirements for all food businesses including ice cream production, along with hazard analysis and critical control points (“HACCP”), which has been implemented in all of the Group’s operating divisions and plants. Further, the Group is regularly inspected by various national and local regulatory authorities. Regulatory oversight is enforced through regular inspections conducted by both national and local food safety authorities, with the frequency and intensity often based on risk assessment of the Group’s production processes.

The ice cream products category is also subject to various product composition and labelling regulations in Europe. Regulation (EU) No 1169/2011 governs food information to consumers, including mandatory nutritional declarations, allergen labelling, and ingredient listing. Directive 2000/36/EC establishes standards for cocoa and chocolate products, defining minimum cocoa content requirements and permitted additives, which applies to chocolate-based ice creams and toppings, requiring careful formulation to meet legal definitions. Regulation (EC) No 1333/2008 controls the use of food additives, including stabilisers, emulsifiers and colourings commonly used in ice cream. Regulation (EC) No 853/2004 sets specific rules for food products of animal origin, including dairy ingredients used in ice cream production, as well as the requirements for the sourcing, processing, and handling of milk, cream and other dairy components.

Advertising and marketing regulations

The majority of countries in which the Group operates have implemented national advertising and marketing regulations that are aligned to the ICC Code. Additionally, in the United States, the National Advertising Division (the “NAD”), an industry-sponsored self-regulatory system, permits competitors to resolve disputes over advertising claims by applying FTC guidelines and rules, as well as prior self-regulatory decisions by the NAD. The NAD may refer matters to the FTC or other agencies for further action if a company does not implement the NAD’s recommendations.

There are numerous European regulations on trade and marketing applicable to the ice cream sector. Regulation (EU) No 1151/2012 protects quality schemes for agricultural products and food, including

TABLE OF CONTENTS

Protected Designation of Origin (PDO), which is relevant for specialty ice creams. Directive 2005/29/EC prohibits unfair business-to-consumer commercial practices, including misleading marketing claims. In particular, this directive prohibits unfair business-to-consumer commercial practices, banning misleading claims regarding ingredients, production methods or health benefits. Furthermore, Directive 2005/29/EC contains regulations pertaining to comparative advertising and requirements for substantiation of claims (e.g. “artisanal”, “homemade”, or “traditional”).

Additionally, various regulators have adopted, or are considering adopting, regulations on environmental marketing claims, including but not limited to the use of “sustainable”, “environmentally-friendly”, “climate friendly”, “green”, “eco-friendly”, “organic”, “recyclable” or similar language in product marketing. There are also increasing regulations on the provenance, composition, or production methods of products to reflect environmental and/or social concerns, which may require the Group to change suppliers, disrupt its business operations, incur additional compliance costs or otherwise impact its reputation or business.

Environmental and health and safety regulations

The Group is subject to a number of local, national and international laws and other requirements relating to the protection of the environment and the safety and health of personnel and the public. These requirements relate to a broad range of the Group’s activities, including:

•

the discharge of pollutants into the air and water;

•

the identification, generation, storage, handling, transportation, disposal, record-keeping, labelling reporting of, and emergency response in connection with, hazardous materials (including asbestos) associated with the Group’s operations;

•

noise emissions from the Group’s facilities; and

•

safety and health standards, practices and procedures that apply to the workplace and the operation of the Group’s facilities.

In order to comply with these requirements, the Group may need to commit financial and other resources from time to time to (i) construct or acquire new equipment, (ii) acquire or amend permits to authorise facility operations, (iii) modify, upgrade or replace existing and proposed equipment, (iv) provide safety equipment to employees, (v) clean up or decommission waste management facilities, and (vi) adopt appropriate policies and procedures.

If the Group does not comply with environmental and health and safety requirements that apply to its operations, regulatory agencies could seek to impose civil, administrative and/or criminal liabilities, as well as seek to curtail the Group’s operations. In particular, the presence of hazardous materials at the Group’s facilities may expose it to potential liabilities associated with the cleanup of contaminated soil and groundwater, and the Group could be liable for (i) the costs of responding to and remediating any release of hazardous materials, and (ii) the restoration of natural resources damaged by any such release, among other related responsibilities.

Under some circumstances, private parties could also seek to impose civil fines or penalties for violations of environmental laws or recover monetary damages, including those relating to property damage or personal injury. In relation to health and safety, private parties could also seek to impose civil fines or penalties for violations of health and safety laws or recover monetary damages, including those relating to personal injury.

Sustainability reporting regulations

The Group is subject to a number of sustainability-related reporting requirements. At a high level, these requirements will require the Group to publish information covering a broad range of environmental, social and governance topics (including details of material sustainability-related impacts, risks and opportunities and whether its business is “environmentally sustainable” under EU rules). Sustainability disclosures may also be subject to assurance, which is currently the case for the EU sustainability disclosure regime. Sustainability disclosure regimes continue to be developed across a range of jurisdictions, and it is likely that the Group will become subject to additional disclosure obligations in the coming years, such as potential reporting obligations in relation to the UK’s draft Sustainability Reporting Standards. In addition, new regulatory frameworks are

TABLE OF CONTENTS

being introduced which will not only require reporting on material sustainability risks and impacts but also require compliance with due diligence obligations (which may lead to internal assessments and changes to the Group’s environmental and human rights due diligence processes and supplier frameworks).

In order to comply with these requirements, the Group will continue to (i) identify applicable requirements in all of the jurisdictions in which it operates; (ii) conduct the required assessments (including material assessments); (iii) produce clear and considered disclosures in compliance with relevant rules; and (iv) engage with relevant third parties (including assurers).

Plastics and packaging regulations

The Group is subject to a number of national and international obligations in relation to plastic packaging and waste, including bans on certain single use plastic products in Europe and the UK and taxes on the production and import of certain plastic packaging with less than 30 per cent. recycled content in the UK. Member states of the United Nations are negotiating an international agreement to address plastic pollution through its entire life cycle. When adopted, this is likely to affect how the Group uses plastics in its operations and products.

In order to comply with these requirements, the Group may need to commit financial and other resources from time to time to: (i) update existing plastics and packaging processes and procedures; and (ii) modify, upgrade or replace existing and proposed packaging equipment.

Carbon pricing

Increasingly, regimes are being developed which could apply to the Group (directly or indirectly) and impose a price on carbon. The aim of carbon pricing regimes is to capture the external costs of GHG emissions in relation to certain goods and services and encourage emitters to reduce the amount of GHGs emitted into the atmosphere. The implementation of such regimes could lead to increased direct and indirect costs for the Group, including costs of sales linked to raw materials, production, and distribution emissions.

Seasonality

For a discussion on the impact of seasonality on the Group, see “Item 5. Operating and Financial Review—5.A. Operating Results—Key Factors Affecting Results of Operations—Seasonality”.

4.C. ORGANISATIONAL STRUCTURE

Following the Demerger, the Company will be the ultimate holding company of the Group. For additional information on the structure of the Group following the separation, see “Reorganisation and Demerger—Reorganisation—Establishment of the Group”.

The Group will operate through various subsidiaries. The following table provides an overview of the Group’s significant subsidiaries anticipated as at Admission, which constitute the key holding companies and finance companies for the Group generally (including the holding company of the Group’s Dutch business and the US-incorporated holding company of the Group’s US business). Owing to its global footprint, the Group does not have any individually significant operating subsidiaries. These significant subsidiaries will be directly and indirectly held through intermediate holding companies.

TABLE OF CONTENTS

Significant Subsidiary	Interest	Jurisdiction of Incorporation
Holding/Finance Companies
The Magnum Ice Cream Company HoldCo Netherlands B.V.	100%	The Netherlands
The Magnum Ice Cream Company NewCo Netherlands B.V.	100%	The Netherlands
Magnum ICC Finance B.V.	100%	The Netherlands
The Magnum Ice Cream Company HoldCo 1 Netherlands B.V.	100%	The Netherlands
The Magnum Ice Cream Company HoldCo 3 Netherlands B.V.	100%	The Netherlands
The Magnum Ice Cream Company HoldCo 4 Netherlands B.V.	100%	The Netherlands
The Magnum ICC US SpinCo, LLC	100%	Delaware, US

4.D. PROPERTY, PLANTS AND EQUIPMENT

The Group’s ice cream products are primarily manufactured at its 30 manufacturing facilities as described in “—Manufacturing and Logistics”.

In addition, the Group owns or rents warehousing and office space (including renting its headquarters located in Amsterdam). In addition to warehouses and office space, the Group rents premises for its RD&I centres and land for its manufacturing facilities. See “—Manufacturing and Logistics” for further information on the Group’s warehousing and distribution operations and “Note 8. Property, plant and equipment” of the Combined Carve-Out Financial Statements for historical financial information on its property, plant and equipment provisions.

The Group believes that its facilities are maintained in good condition and are generally suitable and of sufficient capacity to support its current business operations.

There are no major encumbrances on any of the Group’s material properties.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the financial condition and results of operations of the Group should be read in conjunction with the Financial Statements, including the notes thereto, which are included elsewhere in this registration statement. Except as otherwise stated, this Operating and Financial Review is based on the audited Combined Carve-Out Financial Statements and the unaudited Condensed Combined Carve-Out Financial Statements, which have been prepared in accordance with IFRS and IAS 34 respectively. The following discussion contains forward-looking statements that reflect the current view of the Group’s management and involve risks. The Group’s future results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, without limitation, those discussed below and elsewhere in this registration statement, particularly in “Item 3. Key Information—3.D. Risk Factors”.

5.A. OPERATING RESULTS

Overview

The Group reports its results across three segments:

•

Europe and ANZ: representing Europe (which includes the United Kingdom and Ireland), Australia and New Zealand;

•

Americas: representing North America and South America; and

•

Rest of the World: representing Africa, Asia and the Middle East (which includes Turkey).

For more information on the Group’s operations and market positioning, see “Item 4. Information on the Company—4.B. Business Overview”.

Key Factors Affecting Results of Operations

The Group’s results of operations and financial condition are affected by a variety of factors. Set out below is a discussion of the most significant factors that have affected the Group’s financial results during the periods

TABLE OF CONTENTS

under review and which the Group currently expects to affect its financial results in the future. Factors other than those presented below could also have a significant impact on the Group’s results of operations and financial condition in the future.

Innovation

The Group’s sales and profits depend in part on its ability to identify and offer products that appeal to changing consumer needs and preferences. The Group believes that its depth of consumer insights, coupled with industry-leading innovation capabilities and intellectual property portfolio has enabled it to deliver products, formats and concepts that reflect a broad range of ice cream consumption occasions, demand moments and consumer price points. The launch of new products is typically supported by marketing investments to create awareness and strengthen brand equity for those products and brands in the markets in which they are sold.

The Group’s consistent investment in research and development has contributed to the sustained vitality of its brands. Research and development costs, which are recognised in the Group’s combined carve-out income statement and condensed combined carve-out income statement within selling, general and administrative expenses and include staff costs, material costs, depreciation of property, plant and equipment, patent costs and other costs directly attributable to research and development activities, amounted to €46 million and €45 million in HY2025 and HY2024, respectively, and €92 million, €92 million and €95 million in FY2024, FY2023 and FY2022, respectively. As a percentage of revenue, research and development costs remained stable for the period under review, representing 1 per cent. in both HY2025 and HY2024, and 1.2 per cent. in each of FY2024, FY2023 and FY2022. The Group’s focus area during this period included expanding its range by launching several premium, market-making innovations designed to bring new experiences to consumers while also meeting evolving snacking habits, including the introduction of “micro” formats catering to consumer demand for smaller, more frequent eating throughout the day, ultimately resulting in the launch of Magnum’s bite-sized Bon Bons in 12 of the Group’s markets in FY2024. In addition, the Group has maintained both local and global relevance through various flavour innovations, such as the “Dubai chocolate” trend, the launch of Magnum Chocolate con Chile in Mexico, the global launch of Magnum Fantasia and the Cornetto Classic “Unwrap It” campaign.

The Group’s strategic investments also extend to innovation of its route to market, including through the development and piloting of new cabinets which include AI, image recognition and vending capabilities.

Management of the supply chain network

The Group has a comprehensive global supply chain network, comprising 30 manufacturing facilities, approximately 200 distribution centres, 327 production lines and more than 2,150 distributors, across six continents. This extensive network provides a competitive advantage to the Group across key geographies, in an industry with significant barriers to entry requiring high upfront investments.

As it transitions to a stand-alone company, the Group aims to capitalise on opportunities to strengthen its supply chain by investing in local logistics, expanding manufacturing capacity, and streamlining inventory systems. These initiatives are expected to unlock incremental revenue, optimise costs, strengthen operating margins and improve working capital.

To that end, in 2024 the Group started to implement a multi-year supply chain transformation programme aimed at enhancing service levels, driving operational efficiency, reducing waste, and significantly lowering the cost to serve (particularly across key markets in Europe and the United States). The programme prioritises balancing inventories, optimising the supplier base through dual sourcing, and streamlining product route-to-market, with a focus on local-for-local production.

In FY2024 and HY2025, these initiatives yielded significant savings as part of the Group’s broader productivity programme. The saving were reinvested strategically to enhance automation and upgrade factory operations. Notably, the Group expanded its Magnum production lines at its factory in Turkey. It also strengthened manufacturing capabilities and increased its investment in quality and safety measures. These investments reduced product quality issues and food safety incidents across its manufacturing facilities. During FY2024, the Group completed automation upgrades at 21 manufacturing facilities, which has improved overall efficiency and contributed to a 23 per cent. reduction in food waste compared to the prior year. Overall, the

TABLE OF CONTENTS

changes being implemented as part of the supply chain transformation programme are expected to generate approximately €350 million to €380 million in medium-term run rate savings.

Continued improvements are anticipated to unlock further synergies across its operational footprint, underpinning the Group’s commitment to achieving significant supply chain enhancements by 2028.

Changes in prices of raw materials, packaging and energy

A significant portion of the Group’s cost of sales are attributed to the purchase of: (i) raw materials essential for ice cream manufacturing, including dairy products, sugar, cocoa, cocoa byproducts, vanilla and vegetable oils; (ii) packaging materials, including sticks, wrappers and tubs; and (iii) energy. The cost of these commodities and materials depends on various factors beyond the Group’s control, including, but not limited to, global supply chain disruptions, currency fluctuations, weather patterns and geopolitical developments.

For instance, the market price of cocoa increased sharply during the periods under review, by 375 per cent. between FY2022 and FY2024. This increase was primarily due to a supply deficit driven by adverse weather conditions and other issues, including ageing trees and a crop virus in Ghana and Côte d’Ivoire (which collectively produce 80 per cent. of global cocoa). This was exacerbated by social and economic factors. The Europe and ANZ segment has a particularly high exposure to the price of cocoa due to the demand and share of Magnum sales in this region.

The Group aims to minimise the impact of material and energy price fluctuations by effectively managing its material and fuel costs, including through the use of fixed-price contracts over a price horizon between six months and nine months, with forward hedging via financial derivatives used to cover any purchase demand exposure not covered by such fixed-price contracts. Notwithstanding these hedging arrangements, material and energy price fluctuations have nonetheless impacted the Group’s margins over the period under review. For example, although the full impacts of the increased cost of cocoa in FY2023 and FY2024 were delayed by existing forward hedging contracts, this price increase had the effect of increasing cost of sales per kilolitre by 1.6 per cent. in FY2024 compared to FY2023 (1.3 per cent. in HY2025 compared to HY2024), which, in isolation, had a negative impact on margins. The Group may continue to face significant increases in material costs in the second half of FY2025 and beyond as the benefits of hedging and other mitigating measures unwind.

In order to protect profit margins, the Group regularly assesses movements in material prices and aims to adjust the prices of its products where it is prudent to do so. The Group also builds strategic reserves of materials when prices are favourable, thus securing supply against unforeseen market volatility.

In FY2024, the Group made progress in diversifying its supplier base and incorporating more sustainable sourcing practices to ensure supply and pricing stability. The Group has placed supplier partnerships at the core of its procurement approach, promoting transparent and responsible supply chains which allow the Group to negotiate favourable terms and secure high-quality materials, while also maintaining a diverse supplier base. This sourcing strategy specifically emphasises responsible sourcing principles for key raw materials such as cocoa, vanilla, and dairy.

Seasonality

The ice cream business is seasonal, with a significant portion of the Group’s annual sales occurring during the summer months in the Northern Hemisphere. The impacts of seasonality on the Group’s results are relatively stable each year. For FY2024, FY2023 and FY2022, 47 per cent., 47 per cent. and 48 per cent., respectively, of revenue was generated during the four-month period from 1 May to 31 August.

The impact of seasonality differs across the Group’s markets, with certain markets being more seasonal than others or subject to the impacts of seasonality at different times of the year. For example, the Group’s most seasonal markets are in Europe, notably Italy and Spain, as well as Turkey, where revenue tends to be stronger during the spring and summer seasons in the second and third quarters of each year. Conversely, with the exception of China, volumes in Asia are generally less impacted by seasonality. The impact of seasonality is also dependent on the proportion of away-from-home sales and at-home consumption in the market. For example, the United States is not very seasonal, as most of the ice cream consumption happens at home.

TABLE OF CONTENTS

As part of the improvements to its supply chain contemplated by its supply chain transformation programme, the Group aims to enhance product availability and minimise waste, supporting efficient and timely deliveries that align stock levels with consumer demand. This approach, alongside prudent liquidity management, will enable the Group to effectively manage seasonal working capital shifts.

Weather trends

Weather conditions have a significant impact on sales volumes, particularly in the summer months. High temperatures, extended hours of sunshine and prolonged periods of warm weather positively influence consumer demand, boosting the Group’s sales volumes and revenue. Conversely, unseasonably cool or wet weather, particularly during the spring and summer months, can adversely affect monthly sales volumes and profits. In the periods under review, the Group experienced variable weather patterns that impacted sales differently across regions. For example, unseasonably low temperatures and higher-than-usual rainfall impacted the Group’s sales volumes across Europe in the second and third quarter of 2023. The breadth of the Group’s geographic footprint and product portfolio, however, acts as a natural hedge against the impacts of such adverse weather trends.

Foreign currency and exchange rates

The Group operates globally with subsidiaries in various countries, and incurs transactions denominated in a variety of currencies. Accordingly, fluctuations in currency exchange rates can impact its results of operations. These impacts can take the form of transaction effects, or translation effects, which result from converting assets, liabilities and operating results denominated in foreign currencies into euro for reporting purposes.

Individual group companies incur foreign currency transactions resulting from their commercial activities, such as procurement of commodities and recognition of monetary assets and liabilities. Foreign currency transactions in individual group companies are translated into their functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these transactions, and from translation of monetary assets and liabilities at year-end exchange rates, are recognised in the Group’s combined carve-out income statement and condensed combined carve-out income statement.

The Group has historically benefited from Unilever hedging foreign exchange exposures on behalf of its group companies, which included the Group. Accordingly, as the derivative contracts are held at the Unilever level, and the Group is not a party to the contracts, such derivatives are not recognised in the combined carve-out balance sheet. However, a proportional allocation of the realised gains and losses on foreign exchange derivatives has been recognised in the Group’s combined carve-out income statement.

In preparing the Group’s financial statements, the balances in individual group companies are translated from their functional currency into euros. Apart from the financial statements of group companies in hyperinflationary economies, transactions reflected in the Group’s combined carve-out income statement, and combined carve-out cash flow statement, and all other movements in assets and liabilities, are translated at average rates of exchange as a proxy for the transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated at year-end exchange rates.

The Group’s other comprehensive income includes a foreign currency retranslation loss of €236 million in HY2025 compared to a gain of €71 million in HY2024, and a gain of €137 million in FY2024 compared to a foreign currency retranslation loss of €50 million in FY2023. These foreign currency retranslation gains and losses are reflected in the combined carve-out statement of comprehensive income and condensed combined carve-out statement of comprehensive income.

Hyper-inflationary economy in Turkey

The Turkish economy has been classified as hyperinflationary for the periods under review under IFRS (IAS 29). The application of IAS 29 includes: (i) the adjustment of historical cost of non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date; (ii) the adjustment of the Group’s combined carve-out income statement at the period-end foreign exchange rate instead of an average rate; and (iii) adjustment of the Group’s combined carve-out income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets

TABLE OF CONTENTS

and liabilities in local currency. As a result of the application of IAS 29 to all entities whose functional currency is Turkish lira, the Group recognised the following adjustments to historical cost figures for the periods indicated.

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Total asset increase		6		23		42		8		88
Revenue increase		(24)		13		79		20		13
Operating profit increase/(reduction)		(11)		(6)		7		1		(2)
Net monetary gain/(loss)		27		16		—		(10)		(2)

Re-focused investment priorities following the Demerger

The Group’s separation from the Unilever Group provides the strategic opportunity to reconfigure its operations, focusing on improving financial performance and operational efficiency. The Group will employ a distinct operating model focused on unlocking opportunities for value creation and margins improvement, underpinned by a new, focused leadership team and management structure, alongside improvements to its global cold supply chain. Management believes this will enable the Group to establish a robust foundation for future growth and strengthen margins.

In anticipation of the Demerger, the Group has onboarded a senior team with extensive food and beverage experience and proven track records in delivering success at publicly listed companies. To support a greater focus on financial performance, the Group has introduced dedicated general management of each of the Group’s regional and performance management units to run the business end-to-end. This strategic shift will enable the Group to fully leverage its brand portfolio to grow the market and capture additional market share across performance management units.

Demerger and transition to stand-alone company

In preparation for the Demerger, the Group has taken numerous actions to ensure readiness to function as an independent, publicly listed company.

In FY2024, the Group incurred transaction-related costs directly attributable to the Demerger of €54 million. These costs are reflected in “Note 3. Operating costs” of the Combined Carve-Out Financial Statements and include approximately €45 million of transaction-related costs for professional fees. In HY2025, the Group incurred transaction-related costs directly attributable to the Demerger of €121 million, including approximately €68 million of transaction-related costs for professional fees.

The Group has historically benefited from negotiated arrangements with third-party suppliers, distributors, licensors, lessors, other business partners and/or counterparties as part of the larger Unilever Group. While certain of these arrangements will change as a result of the Demerger, the cost impact is not expected to be material.

Current Trading

Overview

The Group’s revenue declined slightly in the quarter ended 30 September 2025 compared to the same period last year due to a negative currency impact. Organic sales grew by mid-single digits, mainly driven by an

TABLE OF CONTENTS

increase in prices, with volumes remaining broadly flat compared to the same period in the prior year. Growth over the period was driven by successful innovation and continued strong execution. Year-to-date OSG was strong at mid-single digits, balanced between OVG and OPG.

Regional Performance

The Group achieved a strong performance in its Rest of World52 segment, with double-digit OSG in that segment offsetting lower OSG in Europe & ANZ and Americas, following high prior year comparators and softer market growth in those regions.

Europe & ANZ

OSG was broadly flat compared to the same period last year, as a result of a strong prior year comparator, which was driven by solid performance in Benelux, DACH and Eastern Europe. A low single-digit decline in OVG was offset by the positive impact of OPG in response to raw material price inflation. Year-to-date OSG remained strong with a good balance between volume growth and price growth.

Americas

OSG was down very slightly compared to the same period last year. Positive OVG was driven by competitive pricing and successful innovations, while OPG was negative. Year-to-date OSG was in the low single digits with positive contribution from both volume and price.

Rest of World

OSG increased significantly as a result of positive volume growth and OPG. This was driven by increased product availability through expansion of cabinets, successful consumer-relevant innovations and strong customer and distributor partnerships. Indonesia, Turkey and Pakistan each delivered double-digit OSG in the quarter. Year-to-date OSG was similarly strong with growth well-balanced between volume and price.

Description of Key Line Items

Revenue

Revenue comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include intercompany sales within the Group. The Group provides a variety of discounts to its customers, including rebates, price reductions and incentives, promotional couponing, and trade communication costs, all of which are based on contractual arrangements with each customer and are excluded from revenue.

Operating profit

Operating profit comprises the income from business activities, after deducting operating costs from revenue. Operating costs include cost of sales, selling, general and administrative expenses, restructuring costs, acquisition and disposal-related costs, impairment costs, gains or losses from the disposal of group companies and other items classified separately considered by management to be significant and outside the course of normal operations. For further information on operating costs, see “Note 3. Operating costs” of the Combined Carve-Out Financial Statements.

Cost of sales

Cost of sales includes: (i) the cost of inventories sold during the period, comprising raw and packaging materials and goods purchased for resale as well as related production costs; and (ii) distribution costs.

Raw and packaging materials comprise costs associated with the procurement of raw materials, such as dairy products, sugar, cocoa, cocoa byproducts, vanilla and vegetable oils, the costs of packaging materials, such as

For the purposes of financial reporting after Admission, the Group intends to refer to “Rest of World” as “AMEA”, which stands for “Asia, Middle East and Africa”.

TABLE OF CONTENTS

sticks, wrappers and tubs, and the cost of inward freights and transporting such materials to the point of manufacture or packaging. Goods purchased for resale include the cost of finished ice cream products purchased from third parties for resale by the Group.

Production costs comprise costs associated with converting raw materials into finished ice cream products, including factory-related production costs such as labour, energy, depreciation, repair and maintenance at the Group’s manufacturing facilities.

Distribution costs comprise the cost of storing and shipping goods from point of manufacturing to customer’s warehouses.

Selling, general and administrative expenses

Selling, general and administrative expenses comprise advertising and promotion costs and overheads.

Advertising and promotion costs are incurred for the purpose of building and maintaining brand equity and awareness, and include media, advertising production, promotional materials, engagement with consumers and point-of-sale investments.

Overheads comprise staff costs associated with sales activities and central functions such as finance, human resources, and research and development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment, patent costs and other costs directly attributable to research and development activities.

Net finance costs

Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations. Finance income relates to income on cash and cash equivalents. Finance costs include interest costs in relation to financial liabilities. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities.

Borrowing costs are recognised using the effective interest method.

Taxation

Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the combined carve-out income statement except to the extent that it relates to items recognised directly in equity or net parent investment.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.

Total tax in the combined carve-out income statement will differ from the income tax paid in the combined carve-out cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date. Both combined carve-out income statement tax movements and combined carve-out balance sheet amounts relating to the Group’s dedicated entities have been included in the Combined Carve-Out Financial Statements in line with amounts reported in the full Unilever Group financial statements.

Legal entities with both Group and non-Group related operations have been aggregated by jurisdiction for the purposes of calculating tax movements and balances. Amounts included in the Group’s combined carve-out income statement have been calculated by applying a Group adjusted jurisdictional effective tax rate to the carve-out pre-tax result for these entities within that jurisdiction. Amounts included on the balance sheet in respect of deferred tax have been calculated either by reference to the proportion of the pre-tax assets or liabilities that give rise to the associated deferred item or applying the appropriate statutory jurisdictional tax rate to the pre-tax asset or liability carrying value. No current tax balances have been included for entities with both Group and non-Group operations on the basis that the legal obligation to settle will remain with the existing Unilever Group, unless the legal entity is transferring.

The Group’s computed rate of tax for the periods under review was 25.5 per cent. in HY2025 and 24.7 per cent. in HY2024, and 25.1 per cent. in FY2024, 25.2 per cent. in FY2023 and 24.4 per cent. in FY2022. The

TABLE OF CONTENTS

computed rate of tax is the average of the standard rate of tax applicable in the countries in which the Group operates, weighted by the amount of profit before taxation generated in each of those countries. The Group’s effective tax rate, accounting for incentive tax credits, expenses not deductible for tax purposes, the impact of withholding tax and income tax reserve adjustments was 20.7 per cent. and 24.7 per cent. in HY2025 and HY2024, respectively, and 20.3 per cent., 28.4 per cent. and 24.6 per cent. for FY2024, FY2023 and FY2022, respectively.

Description of Non-IFRS Financial Measures

In considering the financial performance of the Group, management analyses certain measures not defined by, or calculated in accordance with, IFRS, including organic sales growth (“OSG”), organic volume growth (“OVG”), organic price growth (“OPG”), Adjusted EBITDA, free cash flow (“FCF”), free cash flow conversion (“FCF conversion”), net debt (“Net Debt”) and adjusted return on invested capital (“Adjusted ROIC”). Management believes this information, along with comparable IFRS measurements, is useful to investors because it provides a basis for measuring the Group’s operating performance. Management uses these financial measures, along with the most directly comparable IFRS financial measures, in evaluating the Group’s operating performance and value creation. The non-IFRS financial measures presented in this registration statement may not be comparable to other similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as a substitute for, financial information presented in compliance with IFRS. Wherever appropriate and practical, reconciliations to comparable IFRS measures are provided. For a reconciliation of the closest measures prepared in accordance with IFRS to the applicable non-IFRS measures, see “—Results of Geographical Operating Segments—Reconciliation of Non-IFRS Financial Measures”.

OSG

OSG refers to the increase in revenue for the period, excluding any change in revenue resulting from disposals, changes in currency and price growth in excess of 26 per cent. in hyperinflationary economies. Inflation of 26 per cent. per year compounded over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. The impact of disposals is excluded from OSG for a period of 12 calendar months from the applicable closing date.

OSG includes increases or decreases in sales of an acquired business immediately following the business combination, unless a reliable historical baseline is not available for the 12 months prior to the acquisition, in which case sales during the first 12 months of the acquisition are excluded from OSG.

The Group believes this measure provides valuable additional information on the organic sales performance of the business and it is a key measure used internally.

OVG

OVG is part of OSG and means, for the applicable period, the increase in revenue in such period calculated as the sum of: (i) the increase in revenue attributable to the volume of products sold; and (ii) the increase in revenue attributable to the composition of products sold during such period. OVG therefore excludes any impact on OSG due to changes in prices.

OPG

OPG is part of OSG and means, for the applicable period, the increase in revenue attributable to changes in prices during the period. OPG therefore excludes the impact to OSG due to: (i) the volume of products sold; and (ii) the composition of products sold during the period. In determining changes in price, the Group excludes the impact of price growth in excess of 26 per cent. per year in hyperinflationary economies as explained in OSG above.

Adjusting items

Several non-IFRS measures are adjusted to exclude items defined as adjusting. Management considers adjusting items to be significant, or unusual or non-recurring in nature and so believe that separately identifying them helps in understanding the financial performance of the Group from period to period.

Adjusting items within operating profit are:

•

gains or losses on business disposals which arise from business disposal projects;

TABLE OF CONTENTS

•

acquisition and disposal-related costs which are costs that are directly attributable to a business acquisition or disposal project;

•

restructuring costs which are costs that are directly attributable to a restructuring project. Management defines a restructuring project as a strategic, major initiative that delivers cost savings and materially changes either the scope of the business or the manner in which the business is conducted;

•

impairments of assets which includes impairments of goodwill, intangible assets, and property, plant and equipment; and

•

other approved items which are any additional matters considered by management to be significant and outside the course of normal operations.

Adjusting items not in operating profit but within net profit are net monetary gain/(loss) arising from hyperinflationary economies and significant and unusual items in net finance cost and taxation.

Adjusted EBITDA

Adjusted EBITDA is defined as operating profit before the impact of depreciation, amortisation and adjusting items within operating profit. This measure is used to evaluate the performance of the Group and its segments. The Group’s management believes this measure provides useful information in understanding and evaluating the Group’s operating results.

FCF

FCF is defined as net cash flow from operating activities, less net capital expenditure and net interest payments. It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from FCF. FCF reflects an additional way of viewing the Group’s liquidity that management believes is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund the Group’s strategic initiatives, including acquisitions, if any.

FCF conversion

FCF conversion is defined as FCF excluding cash impact of tax on disposal as a proportion of net profit, excluding profit and loss on disposal, and income from non-current investments. Management uses FCF conversion as it reflects the Group’s ability to convert profit into cash.

Net Debt

Net Debt is defined as the excess of total financial liabilities over cash and cash equivalents, other current financial assets and non-current financial asset derivatives that relate to financial liabilities. Management believes Net Debt provides valuable additional information on the summary presentation of the Group’s net financial liabilities and is a measure in common use elsewhere.

Adjusted ROIC

Adjusted ROIC is calculated as operating profit after taxation net of adjusting items divided by the annual average of invested capital for the period which are goodwill, intangible assets, property, plant and equipment, inventories, trade and other current receivables, and trade payables and other current liabilities. Adjusted ROIC is a measure of the return generated on capital invested by the Group. Management believes this provides a measure for long-term value creation and encourages compounding reinvestment within the business and discipline around acquisitions with low returns and long payback.

TABLE OF CONTENTS

Results of Operations

The following table presents the Group’s combined carve-out income statement for the periods indicated.

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Revenue		4,503		4,394		7,947		7,618		7,506
Operating profit		569		608		764		742		737
Net finance costs		(10)		(10)		(17)		(20)		(35)
Pensions and similar obligations		(5)		(6)		(12)		(11)		(7)
Finance income		3		1		2		1		1
Finance costs		(8)		(5)		(7)		(10)		(29)
Net monetary gain/(loss) arising from hyperinflationary economies		27		16		—		(10)		(2)
Profit before taxation		586		614		747		712		700
Taxation		(122)		(152)		(152)		(203)		(173)
Net profit		464		462		595		509		527

The discussion below presents a comparison of: (i) costs of sales; (ii) selling, general and administrative expenses; and (iii) adjusting items in connection with the comparison of operating profit for the periods presented. For more information on these measures, see “Note 3. Operating costs” of the Combined Carve-Out Financial Statements. In addition, the discussion below references OSG and Adjusted EBITDA, which are non-IFRS financial measures. See “—Description of Non-IFRS Financial Measures” for detailed the definitions of OSG, Adjusted EBITDA and other non-IFRS financial measures, and an explanation of why the Group’s management believes such metrics provide useful information to investors regarding the Group’s financial condition and results of operations. For a reconciliation of these measures to their nearest IFRS measure, see “—Results of Geographical Operating Segments—Reconciliation of Non-IFRS Financial Measures”. For additional information on Adjusted EBITDA, see “Note 2. Segment information” of the Combined Carve-Out Financial Statements.

Comparison of Results of Operations for HY2025 and HY2024

Revenue

Revenue was €4,503 million in HY2025 compared to €4,394 million in HY2024, representing growth of 2.5 per cent. (or an increase of €109 million). Revenue growth was driven by OSG contribution of 5.8 per cent., partially offset by a negative currency impact of 3.0 per cent. The OSG growth reflected improved customer relationships in Europe, stronger trade investments leading to enhanced market presence in Asia, favourable weather conditions in Northwestern Europe, continued momentum in the Turkish market, continued strong performance from Yasso following its integration (which delivered a €38 million increase in revenue), and product development and innovation including Bon Bons which initially launched in FY2024 and continued global expansion into HY2025. These factors resulted in an OSG contribution that was balanced between price and volume growth.

Operating profit and Adjusted EBITDA

Cost of sales

Cost of sales was €2,887 million in HY2025 compared to €2,774 million in HY2024, representing an increase of 4.1 per cent. (or €113 million). The cost of materials increased by €119 million, primarily as a result of higher sales volume and continued price inflation in cocoa (an increase of approximately 54 per cent. as compared to HY2024). This increase was slightly offset by a €6 million decrease in other supply chain costs, largely due to improved efficiencies in production and distribution as a result of reduction in SKU complexity, increased automation in factories and the redesign of the distribution network in the Americas.

TABLE OF CONTENTS

Selling, general and administrative expenses

Selling, general and administrative expenses were €950 million in HY2025 compared to €965 million in HY2024, representing a decrease of 1.6 per cent. (or €15 million). This decrease was primarily driven by a €19 million reduction in advertising and promotion spend, as a result of favourable foreign currency movements of €24 million. Excluding the impacts of foreign currency movements, advertising and promotion spend increased by €5 million in HY2025, primarily due to campaign activations in Turkey and increased social and digital campaigns in China.

Adjusting items

Adjusting items were €97 million in HY2025 compared to €47 million in HY2024, representing an increase of 106.4 per cent. (or €50 million). This increase was primarily driven by a €111 million increase in acquisition and disposal-related costs resulting from the separation, partially offset by a €63 million reduction in restructuring costs. The primary driver of this reduction related to the redeployment of a greater number of employees in HY2025 who were due to exit the Group at the end of FY2024 than was originally provisioned, which resulted in a net credit of €43 million.

Operating profit and Adjusted EBITDA

Operating profit was €569 million in HY2025 compared to €608 million in HY2024, representing a decrease of 6.4 per cent. (or €39 million). This decrease was driven by growth in revenue being more than offset by increases in cost of sales, selling, general and administrative expenses, and adjusting items as described above.

Adjusted EBITDA was €853 million in HY2025 compared to €849 million in HY2024, representing an increase of 0.5 per cent. (or €4 million). The increase in operating profit after adjusting items (€11 million) was partially offset by a small increase in depreciation and amortisation (€7 million).

Net finance costs

Net finance costs were €10 million in HY2025 compared to €10 million in HY2024, representing no change. Finance income increased by €2 million in HY2025, driven by higher interest on deposit and bank accounts in Turkey. This increase was fully offset by a higher interest cost resulting from new lease agreements.

Taxation

Taxation was €122 million in HY2025 compared to €152 million in HY2024, representing a decrease of 19.7 per cent. (or €30 million). This decrease was primarily driven by favourable prior year adjustments (€20 million), higher incentive tax credits in various countries (€4 million) and a decrease in withholding taxes (€4 million).

Net profit

Net profit was €464 million in HY2025 compared to €462 million in HY2024, representing an increase of 0.4 per cent. (or €2 million). This increase was the result of a €39 million decrease in operating profit, a €30 million reduction in taxation, and a €11 million increase in net monetary gain arising from hyperinflationary markets (HY2025: €27 million gain; HY2024: €16 million gain).

Comparison of Results of Operations for FY2024 and FY2023

Revenue

Revenue was €7,947 million in FY2024 compared to €7,618 in FY2023, representing growth of 4.3 per cent. (or an increase of €329 million). Revenue growth was driven by OSG contribution of 2.8 per cent. and the impact of the Yasso acquisition, which contributed a further 1.4 per cent. Consumer relevant innovations, including new snacking formats, along with operational improvements such as a more efficient go-to-market strategy, improved distribution and optimised promotional activities, contributed to an OSG balanced between price and volume growth.

TABLE OF CONTENTS

Operating profit and Adjusted EBITDA

Cost of sales

Cost of sales was €5,173 million in FY2024 compared to €5,022 million in FY2023, representing an increase of 3.0 per cent. (or €151 million). This increase was primarily driven by rising sales volume (contributing approximately €70 million) and inflation in the price of cocoa (contributing approximately €100 million). These factors were partially offset by €70 million of productivity savings. The productivity savings primarily comprised reduction of more than 20 per cent. in business waste and product complexity. This was achieved, in part, through a 4 per cent. reduction in product lines, whereby the Group removed less popular items from production while continuing to deliver strong innovations.

Selling, general and administrative expenses

Selling, general and administrative expenses were €1,810 million in FY2024 compared to €1,742 million in FY2023, representing an increase of 3.9 per cent. (or €68 million). This increase was primarily driven by a €47 million increase in advertising spend to support growing markets and new premium innovations, and a €41 million increase in employee costs mainly driven by inflation, which were partially offset by other items within overheads.

Adjusting items

Adjusting items were €200 million in FY2024 compared to €112 million in FY2023, representing an increase of 79 per cent. (or €88 million). This increase was primarily driven by a €63 million increase in restructuring costs related the Group’s productivity programme and supply chain transformation initiatives. Acquisition and disposal-related costs within adjusting items increased by €14 million in FY2024 from FY2023. This primarily reflected separation-related costs, compared to FY2023, when such costs were mainly driven by the Yasso acquisition.

Operating profit and Adjusted EBITDA

Operating profit was €764 million in FY2024 compared to €742 million in FY2023, representing an increase of 3.0 per cent. (or €22 million). This increase was driven by growth in revenue offset by increases in cost of sales, selling, general and administrative expenses, and adjusting items as described above.

Adjusted EBITDA was €1,340 million in FY2024 compared to €1,211 million in FY2023, representing an increase of 10.7 per cent. (or €129 million). This increase was driven by growth in operating profit after adjusting items (€110 million) and a small increase in depreciation and amortisation (€19 million).

Net finance costs

Net finance costs were €17 million in FY2024 compared to €20 million in FY2023, representing a decrease of 15 per cent. (or €3 million). This decrease was primarily driven by a €6 million reduction in fair value of the Philippines put option, as described in “Note 13B. Financial Liabilities” of the Combined Carve-Out Financial Statements.

Taxation

Taxation was €152 million in FY2024 compared to €203 million in FY2023, representing a decrease of 25.1 per cent. (or €51 million). This decrease was primarily driven by a lower effective tax rate due to favourable tax audit settlements and prior year true-ups in FY2024, which was partially offset by a reduction in the effect of hyperinflationary adjustments in Turkey. In FY2024, there were significant favourable settlements and true-ups (€30 million), compared with adverse impacts with FY2023.

Net profit

Net profit was €595 million in FY2024 compared to €509 million in FY2023, representing an increase of 16.9 per cent. (or €86 million). The €86 million increase was driven by the €51 million reduction in taxation, a

TABLE OF CONTENTS

€22 million increase in operating profit and the €3 million reduction in net finance costs described above, as well as a €10 million positive impact from net monetary loss arising from hyperinflationary markets (FY2024: nil; FY2023: €10 million loss).

Comparison of Results of Operations for FY2023 and FY2022

Revenue

Revenue was €7,618 million in FY2023 compared to €7,506 million in FY2022, representing an increase of 1.5 per cent. (or €112 million). The contribution from OSG of 2.5 per cent. and the Yasso acquisition of 0.9 per cent. was partially offset by the negative impact of currency related items (1.9 per cent.). The OSG contribution was primarily driven by high price increases across all segments to offset inflation and maintain margins across all brands, with the greatest impact being seen in Europe and ANZ. The positive price impact was largely offset by a decline in volume (primarily in Europe).

Operating profit

Cost of sales

Cost of sales was €5,022 million in FY2023 compared to €4,940 million in FY2022, representing an increase of 1.7 per cent. (or €82 million). While volumes declined by approximately 7 per cent. in FY2023, cost of sales increased, primarily resulting from high price inflation in key commodities and higher production costs. The average unit prices for the commodities, including dairy, sugar and cocoa, increased by more than 30 per cent. between FY2022 and FY2023. The increase in production costs (4.2 per cent. in FY2023 compared to FY2022) was largely due to labour inflation, higher depreciation from new line investments and higher repair and maintenance costs, partially offset by a reduction in utilities as global fuel and energy prices declined.

Selling, general and administrative expenses

Selling, general and administrative expenses were €1,742 million in FY2023 compared to €1,693 million in FY2022, representing an increase of 2.9 per cent. (or €49 million). This increase was primarily due to increased advertising and promotion spend across segments to drive volume and support new innovations in key markets and increases in other expenses largely due to hyperinflation in Turkey.

Adjusting items

Adjusting items were €112 million in FY2023 compared to €136 million in FY2022, representing a decrease of 17.6 per cent. (or €24 million). This decrease was largely driven by a €34 million reduction in restructuring costs as additional costs were incurred in FY2022 resulting from the Compass reorganisation programme. Acquisition and disposal-related costs were €36 million higher, largely driven by the Yasso acquisition. This was mostly offset by a €30 million favourable movement year-on-year from the release of an unutilised legal provision by Unilever, which was partially allocated to the Group.

Operating profit and Adjusted EBITDA

Operating profit was €742 million in FY2023 compared to €737 million in FY2022, representing an increase of 0.7 per cent. (or €5 million). This increase was driven by growth in revenue offset by increases in cost of sales, selling, general and administrative expenses, and adjusting items as described above.

Adjusted EBITDA was €1,211 million in FY2023 compared to €1,245 million in FY2022, representing a decrease of 2.7 per cent. (or €34 million). This reduction was driven by the €19 million decrease in adjusted operating profit described above as well as a €15 million reduction in depreciation and amortisation.

Net finance costs

Net finance costs were €20 million in FY2023 compared to €35 million in FY2022, representing a decrease of 42.9 per cent. (or €15 million). This decrease was primarily driven by the remeasurement of the Philippines

TABLE OF CONTENTS

put option, which resulted in a €22 million loss in finance costs in FY2022 compared to a nil effect in FY2023. This decrease was slightly offset by increases in pension interest and interest on lease liabilities.

Taxation

Taxation was €203 million in FY2023 compared to €173 million in FY2022, representing an increase of 17.3 per cent. (or €30 million). The increase in tax between FY2022 and FY2023 was due to a number of factors including (i) a €10 million increase due to an overall increase in profitability and a relative increase in profits in countries taxed at higher rates, and (ii) changes in irrecoverable withholding taxes, incentive tax credits and non-deductible expenses. Irrecoverable withholding taxes were a benefit of €1 million in FY2022 and a cost of €7 million in FY2023. The benefit of incentive tax credits decreased from €25 million in FY2022 to €19 million in FY2023. Non-deductible expenses increased from €10 million in FY2022 to €15 million in FY2023, primarily as a result of the deferred consideration for the Yasso acquisition.

Net profit

Net profit was €509 million in FY2023 compared to €527 million in FY2022, representing a decrease of 3.4 per cent. (or €18 million). The decrease was primarily driven by a €30 million increase in taxation and €8 million higher net monetary loss arising from hyperinflationary economies, partly offset by a €5 million increase in operating profit and €15 million reduction in net finance costs.

Results of Geographical Operating Segments

Comparison of Segment Results for HY2025 and HY2024

The following table sets out the Group’s revenue and Adjusted EBITDA for HY2025 and HY2024 by reporting segments.

	Europe and ANZ				Americas				RoW				Total
	HY2025		HY2024		HY2025		HY2024		HY2025		HY2024		HY2025		HY2024
	(€ million)
Revenue		1,861		1,756		1,479		1,518		1,163		1,120		4,503		4,394
Adjusted EBITDA(1)		320		324		229		221		304		304		853		849

Note:

(1)

Adjusted EBITDA represents the Group’s measure of segment profit or loss. For the definition of Adjusted EBITDA, see “—Operating Results—Description of Non-IFRS Financial Measures—Adjusted EBITDA”, and for a reconciliation of the closest measure prepared in accordance with IFRS (operating profit) to Adjusted EBITDA, see “—Reconciliation of Non-IFRS Financial Measures—Adjusted EBITDA”.

Europe and ANZ

Revenue

The Group’s revenue attributable to Europe and ANZ was €1,861 million in HY2025 compared to €1,756 million in HY2024, representing an increase of 6.0 per cent. (or €105 million). OSG contributed 6.1 per cent. The strong revenue growth in Europe and ANZ was driven by volume and price following effective pricing strategies across key markets, improved customer relationships in France and favourable weather conditions in Northwestern Europe. In Italy, revenue decreased in HY2025 due to local competition and in Australia revenue decreased in HY2025 due to the difficulty of importing stock, coupled with market decline.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to Europe and ANZ was €320 million in FY HY2025 compared to €324 million in HY2024, representing a decrease of 1.2 per cent. (or €4 million). This decrease was largely driven by the high material cost inflation, particularly in cocoa and dairy, offsetting revenue growth.

TABLE OF CONTENTS

Americas

Revenue

The Group’s revenue attributable to the Americas was €1,479 million in HY2025 compared to €1,518 million in HY2024, representing a decrease of 2.6 per cent. (or €39 million). Contribution from OSG of 1.8 per cent. was more than offset by a negative impact from currency (4.3 per cent.). The United States was a major source of revenue growth, with revenue increasing by €15 million in HY2025 (2.7 per cent. OSG). This was primarily due to the ongoing integration of Yasso, which delivered a €38 million increase in revenue. Strong organic growth in Mexico, reflected by a 3.8 per cent. OSG in HY2025 driven by price increases, was more than offset by an unfavourable foreign currency impact. In Brazil, market decline resulted in volume and revenue loss.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to the Americas was €229 million in HY2025 compared to €221 million in HY2024, representing an increase of 3.6 per cent. (or €8 million). This increase was primarily driven by reduced advertising and promotion expenses resulting from currency translation effects and the differences in the timing of innovation launches.

RoW

Revenue

The Group’s revenue attributable to the RoW was €1,163 million in HY2025 compared to €1,120 million in HY2024, representing an increase of 3.8 per cent. (or €43 million). OSG contributed 10.7 per cent., partially offset by a negative currency impact of 6.2 per cent. Turkey continued to grow in volume with strong innovations and cabinet investment, as well as in price due to high price increases under the hyperinflationary environment, all of which resulted in a €12 increase in revenue. China, Pakistan and the Philippines delivered strong revenue growth driven by volume. Higher trade investments, cabinet deployment, strong innovations and earlier new product launches enabled better market presence and strong volume growth in these markets.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to the RoW was €304 million in HY2025 compared to €304 million in HY2024, representing no change. Revenue growth was offset by raw material cost inflation in cocoa, trade investments in Asia and slightly higher selling, general and administrative expenses.

Comparison of Segment Results for FY2024 and FY2023

The following table sets out the Group’s revenue and Adjusted EBITDA for FY2024 and FY2023 by reporting segments.

	Europe and ANZ				Americas				RoW				Total
	FY2024		FY2023		FY2024		FY2023		FY2024		FY2023		FY2024		FY2023
	(€ million)
Revenue		3,109		3,019		2,887		2,750		1,951		1,849		7,947		7,618
Adjusted EBITDA(1)		454		431		425		368		461		412		1,340		1,211

Note:

(1)

TABLE OF CONTENTS

Europe and ANZ

Revenue

The Group’s revenue attributable to Europe and ANZ was €3,109 million in FY2024 compared to €3,019 million in FY2023, representing an increase of 3.0 per cent. (or €90 million). OSG contributed 2.6 per cent. and currency had a further positive impact of 0.4 per cent on revenue growth. Europe and ANZ saw strong performance across markets, notably Germany and Eastern Europe, driven by strong consumer-relevant innovations. This was primarily the result of the launch of Magnum Euphoria, Chill & Wonder and Bon Bons, optimised pricing and promotional plans and stronger customer partnerships. Strong growth across most markets was partially offset by weaker performance in Italy as a result of a reduction in the concession network and in France due to the use of a pricing model that was not adequately matched to consumer expectation. This mismatch led to a consumer trend towards purchasing lower priced products from both the Group and its competitors, which collectively had a downward impact on revenue.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to Europe and ANZ was €454 million in FY2024 compared to €431 million in FY2023, representing an increase of 5.3 per cent. (or €23 million). This increase was driven by revenue growth, limited raw material inflation aside from cocoa, and supply chain cost savings delivered through product reformulations, stock keeping unit (SKU) rationalisation and logistics optimisation. This was partially offset by an increase in selling, general and administrative expenses due to higher marketing spend and general salary inflation.

Americas

Revenue

The Group’s revenue attributable to the Americas was €2,887 million in FY2024 compared to €2,750 million in FY2023, representing an increase of 5.0 per cent. (or €137 million). Contribution from OSG of 2.0 per cent. and the Yasso acquisition of 3.9 per cent. was partially offset by a negative impact from currency (0.9 per cent.). Growth was driven by strong performance in Mexico and improved performance in the United States, where new innovations were well received by consumers as the Group adjusted advertising and promotions to be more competitive with key snacking peers, strengthened customer partnerships, increased distribution and integrated the Yasso acquisition. This was partially offset by Brazil following a decline in the overall market partially driven by flooding in the year, and execution challenges as well as electricity shortages in Ecuador.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to the Americas was €425 million in FY2024 compared to €368 million in FY2023, representing an increase of 15.5 per cent. (or €57 million). This increase was driven by revenue growth and operational efficiencies delivered through product rationalisation, improved logistics and business waste savings, as well as shifting the product portfolio to higher margin products and brands. This was slightly offset by an increase in selling, general and administrative expenses, fully attributable to higher advertising and promotion spend.

RoW

Revenue

The Group’s revenue attributable to the RoW was €1,951 million in FY2024 compared to €1,849 million in FY2023, representing an increase of 5.5 per cent. (or €102 million). OSG contributed 4.7 per cent. and currency related items contributed 0.8 per cent. Growth was driven by Turkey, which saw strong volume growth, supported by a wide range of innovations, distribution gains and warm weather. Excluding Turkey, ROW experienced a decrease in revenue, primarily driven by China, as a result of weak consumer demand and high trade stock levels, and Israel, where one of the Group’s factories was temporarily closed due to rising tensions in the region. This was slightly offset by a volume driven growth in the Philippines as a result of price adjustments and strong innovations.

TABLE OF CONTENTS

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to the RoW was €461 million in FY2024 compared to €412 million in FY2023, representing an increase of 11.9 per cent. (or €49 million). This increase was largely driven by strong growth in Turkey (where the Group experienced high margins), and margin improvement in China and Indonesia, both due to reduced supply chain costs from the Group’s supply chain transformation programme. This was slightly offset by an increase in selling, general and administrative expenses, largely driven by higher marketing spends and overheads in Turkey.

Comparison of Segment Results for FY2023 and FY2022

The following table sets out the Group’s revenue and Adjusted EBITDA for FY2023 and FY2022 by reporting segments.

	Europe and ANZ				Americas				RoW				Total
	FY2023		FY2022		FY2023		FY2022		FY2023		FY2022		FY2023		FY2022
	(€ million)
Revenue		3,019		3,028		2,750		2,647		1,849		1,831		7,618		7,506
Adjusted EBITDA(1)		431		477		368		333		412		435		1,211		1,245

Note:

(1)

Europe and ANZ

Revenue

The Group’s revenue attributable to Europe and ANZ was €3,019 million in FY2023 compared to €3,028 million in FY2022, representing a decrease of 0.3 per cent. (or €9 million). OSG contribution of 0.7 per cent. was more than offset by a negative currency effect (1.0 per cent.). Growth was driven by double digit price increases which were implemented in response to high commodity costs. Pricing gains were almost fully offset by a decrease in volumes, resulting from reduced consumer demand and the loss of distribution in some markets, particularly in France due to extended retailer negotiations.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to Europe and ANZ was €431 million in FY2023 compared to €477 million in FY2022, representing a decrease of 9.6 per cent. (or €46 million). This decrease was largely driven by high inflation that was experienced in the first half of FY2023 in fuel and raw material prices, particularly sugar and dairy. Although the Group increased the prices of its products during this period, the adverse impact of inflation was not fully mitigated through pricing adjustments. The reduced economies of scale from volume loss had a further negative impact on profitability. The selling, general and administrative expenses increased, driven by the stepped-up advertising and promotion spend in key markets to maintain market share.

Americas

Revenue

The Group’s revenue attributable to the Americas was €2,750 million in FY2023 compared to €2,647 million in FY2022, representing an increase of 3.9 per cent. (or €103 million). Contribution from OSG of 2.7 per cent. and the Yasso acquisition of 2.5 per cent. was partially offset by a negative currency impact (1.3 per cent.)

TABLE OF CONTENTS

resulting from the US dollar depreciating against the euro. Growth was driven by price increases implemented to mitigate cost inflation and the increased focus on premium brands (particularly in the United States, Mexico and Brazil), partially offset by volume losses.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to the Americas was €368 million in FY2023 compared to €333 million in FY2022, representing an increase of 10.5 per cent. (or €35 million). This increase was largely driven by the inflation on supply chain costs being mitigated through price increases, shifting the portfolio to premium brands and higher margin products, and the acquisition of Yasso in August 2023. This was partially offset by higher selling, general and administrative expenses, particularly due to higher advertising and promotion spend in Mexico to support double digit growth and increase in overheads.

RoW

Revenue

The Group’s revenue attributable to the RoW was €1,849 million in FY2023 compared to €1,831 million in FY2022, representing an increase of 1.0 per cent. (or €18 million). Contribution from OSG of 5.3 per cent. was mostly offset by a negative currency effect of 4.1 per cent. (primarily due to currency devaluations in China, Pakistan, Indonesia, Israel and Turkey). Strong price and volume growth in Turkey was partially offset by a decline in other markets, particularly driven by volume loss in China as consumers shifted to cheaper alternatives.

Adjusted EBITDA

The Group’s Adjusted EBITDA attributable to the RoW was €412 million in FY2023 compared to €435 million in FY2022, representing a decrease of 5.3 per cent. (or €23 million). The Adjusted EBITDA increase from Turkey driven by revenue growth and profitability improvement was more than offset by a decline in the rest of the region. This decrease was primarily driven by lower margins in China as consumer preferences shifted to lower margin brands in response to higher prices, and cost inflation not being fully recovered through pricing in Philippines and Thailand with considerations on consumer affordability. The selling, general and administrative expenses remained largely unchanged.

Reconciliation of Non-IFRS Financial Measures

The sections below provide reconciliations of the closest measures prepared in accordance with IFRS to the non-IFRS measures used by the Group.

The Group uses “constant rate” and “organic” measures primarily for internal performance analysis and targeting purposes. The Group presents certain items, percentages and movements, using constant exchange rates, which do not include the impact of fluctuations in foreign currency exchange rates. Constant currency values are calculated by translating both the current and the prior period local currency amounts using the prior year average exchange rates into euro, except for the local currency of entities that operate in hyperinflationary economies. These currencies are translated into euro using the prior year closing exchange rate before the application of IAS 29. The table below shows exchange rate movements in the Group’s key markets.

	Annual average rate in(1)
	FY2024		FY2023		FY2022
	(€ million)
US dollar (€1 = US$)		1.085		1.081		1.050
UK pound sterling (€1 = GBP)		0.848		0.870		0.851
Mexican peso (€1 = MXN)		19.589		19.169		21.178
Turkish lira (€1 = TRY)		36.671		31.625		19.300

Note:

(1)

Except for the local currency of entities that operate in hyperinflationary economies, which includes the Turkish lira, these currencies are translated into euro using the prior year closing exchange rate before the application of IAS 29.

TABLE OF CONTENTS

OSG

The following table presents a reconciliation of changes in the IFRS measure of revenue to OSG for the periods indicated. For the methodology used by the Company to calculate OSG, see footnote 5 below:

	HY2025		HY2024		FY2024		FY2023		FY2022
Revenue (€ million)		4,503		4,394		7,947		7,618		7,506
Revenue growth(1) (%)		2.5		2.1		4.3		1.5		13.3
Effect of acquisitions(2) (%)		—		2.1		1.4		0.9		—
Effect of disposals(3) (%)		(0.1)		—		—		—		—
Effect of currency-related items(4) (%)		(3.0)		0.7		—		(1.9)		4.9
of which:
Exchange rate changes (%)		(4.1)		(1.3)		(1.8)		(4.7)		3.2
Extreme price growth in hyperinflationary markets (%)		1.1		2.1		1.8		3.0		1.6
OSG(5)(6) (%)		5.8		(0.7)		2.8		2.5		8.1
of which:
OVG (%)(7)		3.5		(1.7)		1.1		(6.5)		(1.1)
OPG (%)(7)		2.1		1.1		1.7		9.7		9.3

Notes:

(1)

Revenue growth is calculated as current year revenue minus prior year revenue divided by prior year revenue.

(2)

Effect of acquisitions is calculated using constant exchange rates and is the difference between revenue growth and what revenue growth would have been if the revenue associated with acquisitions was removed from the current year. This excludes the change in revenue of the acquisitions compared to their historical base, if this change has been included in the OSG.

(3)

Effect of disposals is calculated using constant exchange rates and is the difference between revenue growth and what revenue growth would have been if the revenue associated with disposals was removed from the prior year.

(4)

Effect of currency-related items is comprised of the effect of foreign currency exchange rate movements on revenue growth and price growth in excess of 26 per cent. per year in hyperinflationary economies which is excluded from OSG. The calculation of effect of currency-related items is as follows: Effect of currency-related items = [(1+Effect of exchange rate changes) multiplied by (1+Effect of extreme price growth in hyperinflationary markets)] minus 1. There may be minor discrepancies between the number arrived at through the application of this calculation and the final figure set out above, which is as a result of rounding.

(5)

For the definition of OSG, see “—Operating Results—Description of Non-IFRS Financial Measures— OSG”. OSG is revenue growth adjusted to remove the impacts of acquisitions, disposals and the impact of currency-related items (being movements in exchange rates and extreme price growth in hyperinflationary markets). The calculation of OSG is as follows: (1 plus revenue growth) divided by [(1 plus effect of acquisitions) multiplied by (1 plus effect of disposals) multiplied by (1 plus effect of currency-related items)] minus 1. There may be minor discrepancies between the number arrived at through the application of this calculation and the final figure set out above, which is as a result of rounding. The reconciliation of OSG to revenue is as set out in the table above.

(6)

OPG in excess of 26 per cent. per year in hyperinflationary economies has been excluded when calculating the OSG in the tables above, and an equal and opposite amount is shown as extreme price growth in hyperinflationary markets.

(7)

For the definitions of OVG and OPG, see “—Operating Results—Description of Non-IFRS Financial Measures—OVG” and “—Operating Results—Description of Non-IFRS Financial Measures—OPG”. OVG and OPG are multiplied on a compounded basis to arrive at OSG through application of the following formula: OSG equals (1 plus OVG) multiplied by (1 plus OPG) minus 1.

TABLE OF CONTENTS

Adjusting items

Several non-IFRS measures are adjusted to exclude items defined as adjusting. The following table sets out the calculation of adjusting items for the periods indicated.

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Acquisition and disposal-related costs(1)		(121)		(10)		(64)		(50)		(14)
Restructuring costs(2)		26		(37)		(137)		(74)		(108)
Other		(2)		—		1		12		(14)
Total adjusting items(3)		97		47		200		112		136

Notes:

(1)

HY2025, HY2024 and FY2024 comprises the charge relating to the separation. FY2023 included a charge of €38 million related to the revaluation of the earnout liability of Yasso.

(2)

HY2025 comprises a net release of €43 million related to the restructuring provision, which was partially offset by charges of €17 million related to supply chain projects and other corporate initiatives. FY2024 includes restructuring costs of €54 million relating to the separation, and a cost of €16 million (FY2023: €18 million and FY2022: €nil) for supply chain transformation projects. FY2022 restructuring costs consist of various strategic organisational change programmes, such as the Compass reorganisation.

(3)

For the definition of adjusting items, see “—Operating Results—Description of Non-IFRS Financial Measures—Adjusting items”. For additional information, see “Note 3. Operating costs” of the Combined Carve-Out Financial Statements.

Adjusted EBITDA

The following table sets out a reconciliation of net profit to Adjusted EBITDA for the periods indicated:

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€million)
Net profit		464		462		595		509		527
Net finance costs		10		10		17		20		35
Net monetary gain/(loss) arising from hyperinflationary economies		(27)		(16)		—		10		2
Taxation		122		152		152		203		173
Operating profit		569		608		764		742		737
Depreciation and amortisation		187		194		376		357		372
Adjusting items(1)		97		47		200		112		136
Adjusted EBITDA(2)		853		849		1,340		1,211		1,245

Notes:

(1)

For the definition of adjusting items, see “—Operating Results—Description of Non-IFRS Financial Measures—Adjusting items”, and for a calculation of adjusting items, see “—Reconciliation of Non-IFRS Financial Measures—Adjusting items”.

(2)

For the definition of Adjusted EBITDA, see “—Operating Results—Description of Non-IFRS Financial Measures—Adjusted EBITDA”. For additional information, see “Note 3. Operating costs” of the Combined Carve-Out Financial Statements.

TABLE OF CONTENTS

FCF

The following table sets out a reconciliation of net cash flow from operating activities to FCF for the periods indicated:

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Net cash flow from operating activities		276		379		1,113		914		721
Net capital expenditure(1)		(133)		(113)		(299)		(253)		(258)
Net interest paid		(5)		(4)		(11)		(9)		(6)
FCF(2)		138		262		803		652		457
Net cash flow (used in)/from investing activities		(129)		(174)		(359)		(854)		(258)
Net cash flow used in financing activities		(164)		(223)		(737)		(51)		(470)

Notes:

(1)

Comprises the addition of: (a) purchase of intangible assets; (b) purchase of property, plant and equipment; and (c) disposal of property, plant and equipment.

(2)

For the definition of FCF, see “—Operating Results—Description of Non-IFRS Financial Measures—FCF”.

FCF conversion

The following table sets out a reconciliation of net cash flow from operating activities to FCF conversion for the periods indicated:

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Net cash flow from operating activities		276		379		1,113		914		721
FCF		138		262		803		652		457
Cash impact of tax on disposal		—		—		—		—		—
FCF excluding cash impact of tax on disposal		138		262		803		652		457
Net profit		464		462		595		509		527
Loss/(gain) on disposal of group companies		—		—		—		—		—
Other (income)/loss from non-current investments and associates		—		—		—		—		—
Tax on gain on disposal of group companies		—		—		—		—		—
Net profit excluding profit and loss on disposal, and income from non-current investments		464		462		595		509		527
Cash conversion from operating activities (%)		86		117		211		225		160
FCF conversion(1) (%)		30		57		135		128		87

Note:

(1)

For the definition of FCF conversion, see “—Operating Results—Description of Non-IFRS Financial Measures—FCF conversion”. FCF conversion is calculated as FCF excluding cash impact of tax on disposal divided by net profit, excluding profit and loss on disposal, and income from non-current investments.

TABLE OF CONTENTS

Net Debt

The following table sets out a reconciliation of total financial liabilities to Net Debt for the periods indicated:

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Total financial liabilities		(349)		(361)		(333)		(348)		(339)
Current		(89)		(104)		(85)		(73)		(73)
Non-current		(260)		(257)		(248)		(275)		(266)
Cash and cash equivalents		49		39		70		52		44
Other current financial assets		—		—		—		—		—
Non-current financial asset derivatives that relate to financial liabilities		—		—		—		—		—
Net debt(1)		(300)		(322)		(263)		(296)		(295)

Note:

(1)

For the definition of Net Debt, see “—Operating Results—Description of Non-IFRS Financial Measures—Net Debt”.

Adjusted ROIC

The following table sets out a reconciliation of net profit to Adjusted ROIC for the periods indicated:

	FY2024		FY2023		FY2022
	(€ million unless otherwise indicated)
Net profit		595		509		527
Net finance costs		17		20		35
Net monetary loss arising from hyperinflationary economies		—		10		2
Taxation on finance costs(1)		(3)		(6)		(9)
Operating profit after taxation		609		533		555
Adjusting items within operating profit(2)		200		112		136
Tax impact of adjusting items(3)		(56)		(45)		(9)
Operating profit after taxation net of adjusting items		753		600		682
Goodwill		585		558		272
Intangible assets		793		754		381
Property, plant and equipment		2,355		2,234		2,246
Inventories		920		915		991
Trade and other current receivables		635		540		587
Trade payables and other current liabilities		(1,818)		(1,826)		(1,864)
Period-end invested capital		3,470		3,175		2,613
Average invested capital for the period(4)		3,323		2,894		2,434
ROIC (%)		18.3%		18.4%		22.8%
Adjusted ROIC(5) (%)		22.7%		20.7%		28.0%

Notes:

(1)

Taxation on finance cost is calculated as net finance cost multiplied by the effective tax rate of 20.3 per cent. for FY2024 (FY2023: 28.4 per cent. and FY2022: 24.6 per cent.). Net monetary loss is not taxable.

TABLE OF CONTENTS

(2)

(3)

Tax impact of adjusting items includes tax on adjusting times within operating profit and other adjusting tax items such as the impact of deferred tax adjustments from the application of IAS 29.

(4)

Average invested capital for the period is calculated as the sum of opening and closing balances for the period divided by two.

(5)

For the definition of Adjusted ROIC, see “—Operating Results—Description of Non-IFRS Financial Measures—Adjusted ROIC”. Adjusted ROIC is calculated as operating profit after taxation net of adjusting items divided by the annual average of invested capital for the period.

5.B. LIQUIDITY AND CAPITAL RESOURCES

Working Capital Statement

In the opinion of the Company, the Group’s working capital is sufficient for the Group’s present requirements; that is for at least 12 months following the date of this registration statement.

Cash Flows

The following table presents the primary components of the Group’s cash flows for each of the periods indicated.

	HY2025		HY2024		FY2024		FY2023		FY2022
	(€ million)
Net cash flow from operating activities		276		379		1,113		914		721
Net cash flow used in investing activities		(129)		(174)		(359)		(854)		(258)
Net cash flow used in financing activities		(164)		(223)		(737)		(51)		(470)
Net increase/(decrease) in cash and cash equivalents		(17)		(18)		17		9		(7)
Cash and cash equivalents at the beginning of the year		67		50		50		43		51
Effects of foreign exchange rate changes		(5)		(1)		—		(2)		(1)
Cash and cash equivalents at the end of the year		45(1)		31		67(1)		50		43

Note:

(1)

As of 30 June 2025, cash and cash equivalents were primarily held in Philippine peso, Brazilian real and Turkish lira.

Net cash flow from operating activities

Net cash flow from operating activities was €276 million in HY2025 compared to €379 million in HY2024, representing a decrease of 27.2 per cent. (or €103 million). This decrease was primarily driven by a reduction in operating profit (€39 million), an increase in working capital outflow (€56 million), an increase in outflows from provisions less payments (€53 million) during HY2025 and partially offset by a decrease in taxes paid (€38 million). The €56 million increase in working capital outflows were predominantly driven by higher levels of inventory due to organic growth, inflation and the impact of product mix. The €53 million increase in outflows from provisions less payments was primarily due to the release of a restructuring provision (as the release of the restructuring provision offset the non-cash income included in operating profit). The income tax decrease was due to a lower effective tax rate primarily resulting from favourable prior year true-ups in HY2025 as explained above. The reduction in operating profit was primarily driven by the increase in acquisition and disposal related costs arising from separation.

Net cash flow from operating activities was €1,113 million in FY2024 compared to €914 million in FY2023, representing an increase of 21.8 per cent. (or €199 million). During this period, €90 million of the improvement was driven by a decrease in income tax paid. The income tax decrease was primarily due to a lower effective

TABLE OF CONTENTS

tax rate resulting from favourable tax audit settlements and prior year true-ups in FY2024, which was partially offset by a reduction in the effect of hyperinflationary adjustments in Turkey. In FY2024, there were significant favourable settlements and true-ups, compared with adverse impacts in FY2023.53 A further €55 million improvement in net cash flow from operations resulted from a €41 million cash inflow from provisions less payments which compared to an outflow of €14 million in FY2023. The inflow in FY2024 related to an increase in provisions for overhead reduction as part of the Group’s broader productivity programme. Working capital inflows of €70 million in FY2024 were broadly in line with FY2023, which recorded a working capital inflow of €56 million. The cash inflow from trade payables and other liabilities increased by €54 million in FY2024 from FY2023. This increase was largely attributable to higher dairy and cocoa prices, extended supplier payment terms in the Americas, and hyperinflation in Turkey. The corresponding impact on inventory value was offset by operational improvements, particularly in the Americas, which reduced inventory volumes.

Net cash flow from operating activities was €914 million in FY2023 compared to €721 million in FY2022, representing an increase of 26.8 per cent. (or €193 million). This increase was primarily driven by favourable working capital movements, of €56 million compared to an outflow of €273 million in FY2023. The movement in inventory resulted in a €54 million cash inflow in FY2023 compared to an outflow of €228 million in FY2022. In FY2022, inventory levels were intentionally increased to enhance supply security, support customer services, and mitigate fluctuations in production demand, which led to an outflow during this period. In FY2023, inventory levels were reduced following operational improvements in the supply chain. Trade and other receivables generated a cash inflow of €30 million in FY2023, compared to a €196 million outflow in FY2022. The outflow in FY2022 was driven by the significant increase in revenue in FY2022 compared to FY2021. For trade and other payables, there was a €28 million cash outflow in FY2023, compared to a €151 million inflow in FY2022. The inflow in FY2022 mainly related to payables arising from an inventory build-up in that year, which was largely reversed in FY2023. The cash inflow from working capital movement was partially offset by an increase of €108 million in income tax paid. This increase was primarily attributable to a higher current tax charge, reflecting a higher effective tax rate. The higher effective tax rate resulted from a relative increase in profits in countries with higher tax rates, an increase in non-deductible expenses, irrecoverable withholding taxes, and the impact of tax audit settlements. These factors were partially offset by the effect of hyperinflationary adjustments in Turkey.

Net cash flow used in investing activities

Net cash flow used in investing activities was €129 million in HY2025 compared to €174 million in HY2024, representing a decrease of 25.9 per cent. (or €45 million). This decrease was driven by the €61 million contingent consideration outflow for the Yasso acquisition in HY2024, which did not repeat in HY2025, partially offset by a €22 million increase in capital expenditures.

Net cash flow used in investing activities was €359 million in FY2024 compared to €854 million in FY2023, representing a decrease of 58.0 per cent. (or €495 million). This decrease was primarily driven by the cash outflow resulting from the consideration paid for the Yasso acquisition in FY2023 (€604 million). Partially offsetting the decrease were €61 million in cash outflows for the settlement of deferred consideration related to the Yasso acquisition in FY2024, as well as €43 million in higher purchases of property, plant and equipment, driven by increased investment in cabinets and vehicles for product distribution.

Net cash flow used in investing activities was €854 million in FY2023 compared to €258 million in FY2022, representing an increase of €596 million. This increase was primarily driven by the €604 million net outflow resulting from the consideration paid for the Yasso acquisition in FY2023.

Net cash flow used in financing activities

Net cash flow used in financing activities was €164 million in HY2025 compared to €223 million in HY2024, representing a decrease of €59 million. In HY2025 and HY2024, net cash flow used in financing activities primarily represented the capital elements of lease payments and other transactions with Unilever and owners of non-controlling interests. The decrease in net outflow year-on-year was primarily driven by other transactions with Unilever.

True-ups are adjustments from the positions taken for reporting which may be based on estimates to the figures in the final submitted tax returns.

TABLE OF CONTENTS

Net cash flow used in financing activities was €737 million in FY2024 compared to €51 million in FY2023, representing an increase of €686 million. In FY2024 and FY2023, net cash flow used in financing activities primarily represented other transactions, including cash pooling arrangements, with Unilever and owners of non-controlling interests. In FY2024, this primarily consisted of a net outflow through the cash pooling arrangements to Unilever of the free cash flow generated by the Group. In FY2023, this primarily consisted of a small net inflow due to the consideration paid for the Yasso acquisition, which offset the free cash generated by the Group.

Net cash flow used in financing activities was €51 million in FY2023 compared to €470 million in FY2022, representing a decrease of 89.1 per cent. (or €419 million). As with FY2024 and FY2023, net cash flow used in financing activities represented other transactions, including cash pooling arrangements, with Unilever and owners of non-controlling interests. In FY2022, this consisted of a net outflow through the cash pooling arrangement to Unilever of the free cash flow generated by the Group.

Capital Resources and Indebtedness

See “Item 3. Key Information—3.B. Capitalisation and Indebtedness” for details relating to the Group’s capitalisation and indebtedness as of the dates indicated therein. Further details of the capital resources of the Group are set out in the summaries below.

The Group’s liquidity requirements primarily relate to its working capital requirements, funding its operating expenses and capital expenditures, implementing its growth strategies, and servicing its ongoing debt obligations.

Historically, the Group primarily relied on cash flows generated from its operations and funding from Unilever, as part of the Unilever Group, to meet its liquidity needs. In connection with the Reorganisation and Demerger, the Group has entered into a series of borrowing arrangements with unaffiliated third-party lenders, including: (i) three term loan facilities; and (ii) a revolving credit facility, as described below. These facilities remain undrawn as at the date of this registration statement.

Term loan facilities

Magnum ICC Finance B.V. (as borrower) and The Magnum Ice Cream Company HoldCo Netherlands B.V. (as guarantor) (each, a wholly-owned subsidiary of the Company) entered into a term loan facilities agreement on 28 August 2025 (the “Term Loan Facilities Agreement”) (the facilities to be provided thereunder being the “Term Loan Facilities”). The commitments under the Term Loan Facilities are provided by unaffiliated third-party lenders.

The Term Loan Facilities comprise:

•

a bridge term loan facility (the “Bridge Facility”) denominated in euro, with a commitment of €3 billion available for the refinancing of financial indebtedness owed by Group Companies to the Unilever Group, and for the financing or refinancing of the consideration for the transfer of Unilever’s Ice Cream Business in Indonesia (see “Reorganisation and Demerger—Overview—Deferred Territories—Indonesia”). The Bridge Facility is provided on a certain funds basis until the date of the Demerger. The Bridge Facility has an initial maturity date of one year from the date of the Term Loan Facilities Agreement, subject to two extension options of six months each which can be exercised by the Company in its sole discretion, subject to no event of default continuing and the repeating representations being true in all material respects, in each case under the Term Loan Facilities Agreement;

•

a term loan facility (the “India Term Loan Facility”) denominated in euro, with a commitment of €300 million available for the financing or refinancing of the consideration for the transfer of the Unilever Group’s shares in Kwality Wall’s India, once those shares are received by the relevant Unilever Group Company (see “Reorganisation and Demerger—Overview—Deferred Territories—India”). The India Term Loan Facility is provided on a certain funds basis for a period of 18 months from the date of the Term Loan Facilities Agreement. The India Term Loan Facility has a maturity date of three years from the date of the Term Loan Facilities Agreement; and

TABLE OF CONTENTS

•

a working capital term loan facility (the “Working Capital Term Loan Facility”) denominated in euro (with optional currencies of US dollars and Pounds Sterling), with a commitment of €700 million available for general corporate purposes and with a maturity date of three years from the date of the Term Loan Facilities Agreement.

Prior to Admission, Magnum ICC Finance B.V.’s obligations under the Term Loan Facilities Agreement are only to be guaranteed by The Magnum Ice Cream Company HoldCo Netherlands B.V. Following the Demerger, the Company will accede to the Term Loan Facilities Agreement as an additional guarantor of Magnum ICC Finance B.V.’s obligations thereunder. Following its accession as guarantor under the Term Loan Facilities Agreement, the Company will guarantee the obligations of any other member of the Group that accedes to the Term Loan Facilities Agreement as an additional borrower.

Any loan drawn under the any of the Term Loan Facilities will bear interest at a rate equal to the aggregate of: (i) EURIBOR (in respect of loans drawn in euro), Compounded SOFR (in respect of loans drawn in US dollars) or Compounded SONIA (in respect of loans drawn in Pounds Sterling); and (ii) a margin between 0.35 and 1.70 per cent. subject to a margin grid which is based on duration for the Bridge Facility, and between 0.75 and 1.30 per cent. subject to a margin grid which is based on the Group’s long-term credit rating for the India Term Loan Facility and Working Capital Term Loan Facility.

The Term Loan Facilities Agreement requires Magnum ICC Finance B.V. and The Magnum Ice Cream Company HoldCo Netherlands B.V. (and, on and from its accession as an additional guarantor, the Company) to make certain customary representations and warranties at various times throughout the term of the agreement. While the Term Loan Facilities Agreement does not contain any financial covenants, it contains a customary negative pledge and restrictions on disposals, as well as other customary covenants of an administrative or operational nature. The Term Loan Facilities Agreement also contains customary events of default, including cross-default and acceleration provisions.

Revolving credit facility

Magnum ICC Finance B.V. (as borrower) and The Magnum Ice Cream Company HoldCo Netherlands B.V. (as guarantor) entered into a syndicated revolving credit facility agreement on 28 August 2025 (the “Revolving Credit Facility Agreement”) (the revolving credit facility provided thereunder being the “Revolving Credit Facility” and the swingline facilities as a sub-limit within the Revolving Credit Facility provided thereunder being the “Swingline Facility”). The commitments under the Revolving Credit Facility and the Swingline Facility are provided by unaffiliated third-party lenders.

The Revolving Credit Facility comprises:

•

a multicurrency facility denominated in euro (with optional currencies of US dollars and Pounds Sterling), and a commitment of €1 billion available for general corporate purposes with an initial maturity date of five years from the date of the Revolving Credit Facility Agreement, subject to two extension options of one year each which can be requested by the Company and which each lender can in its sole discretion, agree to or not; and

•

a €500 million Swingline Facility and a US$500 million Swingline Facility each operating as a sublimit within the Revolving Credit Facility with the purpose of refinancing euro or US dollar commercial paper programmes, respectively, that the Group plans to establish.

Prior to Admission, Magnum ICC Finance B.V.’s obligations under the Revolving Credit Facility Agreement are only guaranteed by The Magnum Ice Cream Company HoldCo Netherlands B.V. Following the Demerger, the Company will accede to the Revolving Credit Facility Agreement as an additional guarantor of Magnum ICC Finance B.V.’s obligations thereunder. Following its accession as guarantor under the Revolving Credit Facility Agreement, the Company will guarantee the obligations of any other member of the Group that accedes to the Revolving Credit Facility Agreement as an additional borrower.

Any loan drawn under the Revolving Credit Facility will bear interest at a rate equal to the aggregate of: (i) EURIBOR (in respect of loans drawn in euro) or Compounded SOFR (in respect of loans drawn in US dollars) or Compounded SONIA (in respect of loans drawn in Pounds Sterling); and (ii) a margin of between 0.20 and 0.75 per cent., subject to a margin grid which is based on the Group’s long-term credit rating.

TABLE OF CONTENTS

Any loan drawn under the Swingline Facilities will bear an interest rate of: (i) the aggregate of (x) enhanced €STR and (y) margin in relation to the Euro Swingline Facility; and (ii) the higher of (x) the commercial lending rate in US dollars and (y) 0.50 per cent. per annum over the Federal Funds Rate in relation to the US dollar Swingline Facility.

The Revolving Credit Facility Agreement requires Magnum ICC Finance B.V. and The Magnum Ice Cream Company HoldCo Netherlands B.V. (and, on and from its accession as an additional guarantor, the Company) to make certain customary representations and warranties at various times throughout the term of the Revolving Credit Facility Agreement. While the Revolving Credit Facility Agreement does not contain any financial covenants, it contains a customary negative pledge and restrictions on disposals, as well as other customary covenants of an administrative or operational nature.

The Revolving Credit Facility Agreement also contains customary events of default, including cross-default and acceleration provisions.

Treasury policies and future financing plans

The Group is developing its treasury policies in order to optimise its capital structure following the Demerger.

Prior to Admission, and subject to market conditions, the Group, through its wholly-owned subsidiary, Magnum ICC Finance B.V., will consider issuing one or more series of bonds under a newly established medium term note programme. The Group intends to use the proceeds of such bonds to repay some or all of the financial indebtedness owed by the Group to Unilever under an intragroup facility between the Group and Unilever established in connection with the Reorganisation. The proceeds of any bonds issued prior to Admission would be used in place of, or in combination with, the Group drawing down under the Bridge Facility to re-pay existing financial indebtedness of the Group. Consequently, the issuance of the bonds would not have a material impact on the Group’s net debt position as under the provisions of the Term Loan Facilities Agreement such bond proceeds (less reasonable costs and expenses) are required to reduce (in whole or in part) the Group’s anticipated borrowings under the Bridge Facility. Should the Group not receive any bond proceeds prior to Admission, only the Bridge Facility will be used by the Group to finance the repayment of the financial indebtedness owed by the Group to Unilever under the intragroup facility. As is the case with the other financing arrangements currently available to the Group, the bonds would contain customary terms and conditions including a negative pledge. The bonds are not expected to contain any financial covenants nor is any one or more series of bonds which may be issued expected to have an incremental material impact on the finance costs of the Group as presented in the Unaudited Pro Forma Combined Carve-Out Financial Information. Any bond proceeds received by the Group following Admission (less reasonable costs and expenses) will be required to refinance, and be applied in prepayment of, any borrowings that are outstanding under the Bridge Facility at the time of receipt of such bond proceeds.

Following Admission, the Group will continue to explore a range of financing options depending on market conditions.

Capital Expenditure

The Group’s capital expenditure investment is intended to drive growth, productivity and maintenance, including owned asset additions. Capital expenditure was financed by investment from Unilever during the periods under review.

Capital expenditure amounted to €150 million in HY2025, €128 million in HY2024, €321 million in FY2024, €278 million in FY2023 and €293 million in FY2022. The principal capital expenditure during the period under review related to investments in the Group’s supply chain and its cabinets. The principal capital expenditure during the period under review related to investments in the Group’s supply chain and its cabinets. The stepped-up investment in FY2024 compared to FY2023 included: (i) a return to growth in the Group’s cabinet fleet size after several years of decline; (ii) capacity investments in key sites including expanded Magnum production lines at the Group’s factories in Turkey and Europe; (iii) investments in quality and safety measures, resulting in a reduction in product quality and food safety issues; and (iv) other cost saving initiatives, including the insourcing of Yasso’s operations following its acquisition.

TABLE OF CONTENTS

Commitments and Contingent Liabilities

Commitments

Commitments consist of lease commitments and other commitments. Lease commitments are the future cash out flows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low value assets, leases which are less than 12 months, variable leases, extension and termination options and leases not yet commenced but which the Group has committed to. Other commitments principally comprise commitments under contracts to purchase materials and services. They do not include capital commitments to purchase property, plant and equipment, which are reported in “Note 8B. Leased assets” of the Combined Carve-Out Financial Statements. As of 31 December 2024, the Group’s capital commitments to purchase property, plant and equipment totalled €43 million. The following table summarises the Group’s contractual obligations for the periods indicated as of 31 December 2024.

	Within 1 year		Later than 1 year but not less than 5 years		Later than 5 years		Total
	(€ million)
Leases		7		15		1		23
Other commitments		13		5		2		20

Contingent liabilities

The Group has various contingent liabilities. Contingent liabilities arise in respect of litigation against Ice Cream Business companies, investigations by competition, regulatory and fiscal authorities and obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in respect of fiscal matters in Brazil, with no other contingent liability being individually material. See “Risk Factors—The Group could be subject to adverse tax rulings and to changes in tax laws, regulations and interpretations”. For more information on contingent liabilities, see “Note 18. Commitments and contingent liabilities” of the Combined Carve-Out Financial Statements.

The following table presents the Group’s contingent liabilities for the periods indicated:

	As of 31 December
	FY2024		FY2023		FY2022
	(€ million)
Brazil tax assessments		98		117		100
Other contingent liabilities		5		5		10
Total contingent liabilities		103		122		110

Qualitative and Quantitative Disclosures about Financial Risks

The Group is exposed to a number of financial risks that arise from its use of financial instruments. These include liquidity risk, market risk (including currency risk, commodity price risk and interest rate risk) and credit risk. For more information on the Group’s exposure to these financial risks and how the Group manages them, see “Note 14. Treasury Risk Management” of the Combined Carve-Out Financial Statements.

Unaudited Pro Forma Combined Carve-Out Financial Information

The following Unaudited Pro Forma Combined Carve-Out Financial Information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects”, the Combined Carve-Out Financial Statements and the Condensed Combined Carve-Out Financial Statements and the accompanying notes included in “Item 18. Financial Statements”.

The following Unaudited Pro Forma Combined Carve-Out Financial Information consists of:

TABLE OF CONTENTS

•

The unaudited pro forma combined statements of operations for the six months to 30 June 2025 and the year ended 31 December 2024 and;

•

An unaudited pro forma combined balance sheet as of 30 June 2025.

The following Unaudited Pro Forma Combined Carve-Out Financial Information is presented to illustrate the effects of the Demerger in accordance with Article 11 of Regulation S-X.

The unaudited pro forma income statement of the Group for the year ended 31 December 2024 and for the six months ended 30 June 2025 have been prepared to illustrate the impact of the Demerger on the income statement of the Group as if it had taken place on 1 January 2024. The unaudited pro forma balance sheet as of 30 June 2025 has been prepared to illustrate the impact of the Demerger on the net assets of the Group as if it had taken place on 30 June 2025.

The Unaudited Pro Forma Combined Carve-Out Financial Information has been prepared to include transaction accounting adjustments to reflect the financial condition and results of operations of the Group as if it were a separate stand-alone entity. While the historical combined carved-out financial statements reflect the historical financial results of the Group, the Unaudited Pro Forma Combined Carve-Out Financial Information gives effect to the Demerger of that business into an independent, publicly traded company.

The Unaudited Pro Forma Combined Carve-Out Financial Information gives effect to the following:

•

the Term Loan Facilities;

•

the Reorganisation;

•

the Demerger, including the resultant change in capital structure; and

•

the impact of the aforementioned adjustments on the Group’s income tax expense using statutory tax rates.

The Unaudited Pro Forma Combined Carve-Out Financial Information does not purport to project the future financial position or operating results of the Group following the completion of the Demerger and does not include adjustments to reflect any potential synergies or dis-synergies that may result from the Demerger.

Unaudited Pro Forma Combined Carve-Out Income Statements for HY2025 and FY2024

	Historical Income Statement for the six months ended 30 June 2025(1)		Term Loan Facilities(2)		Pro forma Income Statement for the six months ended 30 June 2025(4)(5)(6)
	(€ million)
Revenue		4,503				4,503
Operating Profit		569				569
Net finance costs		(10)		(67)		(77)
Pensions and similar obligations		(5)				(5)
Finance income		3				3
Finance costs		(8)		(67)		(75)
Net monetary gain/(loss) arising from hyperinflationary economies		27				27
Profit before taxation		586		(67)		519
Taxation		(122)		17		(105)
Net profit		464		(50)		414
Attributable to:
Non-controlling interests		10				10
Parent investment		454		(50)		404
Earnings per share
Basic and diluted earnings per share (€)(3)						0.68

TABLE OF CONTENTS

	Historical Income Statement for the year ended 31 December 2024(1)		Term Loan Facilities (2)		Reorganisation(3)		Pro forma Income Statement for the year ended 31 December 2024(5)(6)(7)
	(€ million)
Revenue		7,947						7,947
Operating Profit		764				(29)		735
Net finance costs		(17)		(134)				(151)
Pensions and similar obligations		(12)						(12)
Finance income		2						2
Finance costs		(7)		(134)				(141)
Profit before taxation		747		(134)		(29)		584
Taxation		(152)		35				(117)
Net profit		595		(99)		(29)		467
Attributable to:
Non-controlling interests		16						16
Parent investment		579		(99)		(29)		451
Earnings per share
Basic and diluted earnings per share (€)(4)								0.76

Notes:

(1)

The Condensed Combined Carve-Out Income Statement for the first half ended 30 June 2025 and the Combined Carve-Out Income Statement for the year ended 31 December 2024 have been extracted without material adjustment from the Condensed Combined Carve-Out Financial Statements for HY2025 and the Combined Carve-Out Financial Statements for FY2024 as set out in “Item 18. Financial Statements”.

(2)

Term Loan Facilities: The Group has entered into a term loan facilities agreement (the “Term Loan Facilities Agreement”) (the facilities to be provided thereunder being the “Term Loan Facilities”). The Term Loan Facilities comprise:

•

a bridge term loan facility (the “Bridge Facility”) denominated in euro, with a commitment of €3,000 million available for the refinancing of financial indebtedness owed by Group Companies to the Unilever Group, and for the financing or refinancing of the consideration for the transfer of Unilever’s Ice Cream Business in Indonesia (see “Demerger Overview—Reorganisation—Deferred Territories—Indonesia”). For an explanation of potential drawings under the Bridge Facility, please see below;

•

a working capital term loan facility (the “Working Capital Term Loan Facility”) denominated in Euro, with a commitment of €700 million available for general corporate purposes and with a maturity date of three years from the date of the Term Loan Facilities Agreement. This is expected to be drawn in full at the Demerger date; and

•

a term loan facility (the “India Term Loan Facility”) denominated in Euro, with a commitment of €300 million available for the financing or refinancing of the consideration for the transfer of the Unilever Group’s shares in Kwality Wall’s India. This item has not been reflected in the Pro Forma financial statements above as it will not be drawn at the Demerger date, and the acquisition of Kwality Wall’s India is not assumed to occur until FY2026.

The Group has also entered into a syndicated revolving credit facility agreement (the “Revolving Credit Facility Agreement”, the revolving credit facility provided thereunder being the “Revolving Credit Facility”). This item has not been reflected in the Unaudited Pro Forma Combined Carve-Out Financial Information as it will not be drawn at the Demerger date.

TABLE OF CONTENTS

The Group expects to incur an immaterial amount of debt issuance costs.

Prior to Admission, and subject to market conditions, the Group, through its wholly-owned subsidiary, Magnum ICC Finance B.V., will consider issuing one or more series of bonds under a newly established medium term note programme. The Group intends to use the proceeds of such bonds to repay some or all of the financial indebtedness owed by the Group to Unilever under an intragroup facility between the Group and Unilever established in connection with the Reorganisation. The proceeds of any bonds issued prior to Admission would be used in place of, or in combination with, the Group drawing down under the Bridge Facility to re-pay existing financial indebtedness of the Group. Consequently, the issuance of the bonds would not have a material impact on the Group’s net debt position as under the provisions of the Term Loan Facilities Agreement such bond proceeds (less reasonable costs and expenses) are required to reduce (in whole or in part) the Group’s anticipated borrowings under the Bridge Facility. Should the Group not receive any bond proceeds prior to Admission, only the Bridge Facility will be used by the Group to finance the repayment of the financial indebtedness owed by the Group to Unilever under the intragroup facility. As is the case with the other financing arrangements currently available to the Group, the bonds will contain customary terms and conditions including a negative pledge. The bonds are not expected to contain any financial covenants nor is any one or more series of bonds which may be issued expected to have an incremental material impact on the finance costs of the Group as presented herein. Any bond proceeds received by the Group following Admission (less reasonable costs and expenses) shall be required to refinance, and be applied in prepayment of, any borrowings that are outstanding under the Bridge Facility at the time of receipt of such bond proceeds.

For the purpose of preparation of the Unaudited Pro Forma Combined Carve-Out Financial Information, an average annual interest rate of 3.623 per cent. has been assumed for the six months ended 30 June 2025 and the year ended 31 December 2024.

The assumed constant interest rate is based on the terms of the Term Loan Facilities of a EURIBOR rate, which for the purposes of the Unaudited Pro Forma Combined Carve-Out Financial Information is assumed as 2.074 per cent., plus:

•

For the Bridge Facility, an increasing margin each quarter of between 0.35 per cent. and 1.70 per cent.; and

•

For the Working Capital Term Loan Facility, a margin of 0.90 per cent., based on the credit rating applied to The Magnum Ice Cream Company B.V.’s long-term unsecured and non-credit enhanced debt obligations, which at the time of this pro forma is assumed to be as follows: (i)Moody’s: Baa2; and (ii) S&P: BBB.

The Unaudited Pro Forma Combined Carve-Out Financial Information reflects estimated interest expense of €67 million for the six months ended 30 June 2025 and €134 million for the year ended 31 December 2024.

The Unaudited Pro Forma Combined Carve-Out Financial Information does not take into consideration any possible refinancing of the Term Loan Facilities that may occur post-Demerger.

A ⅛ per cent. change to the annual interest rate would change interest expense by less than €3 million for the six months ended 30 June 2025 and €5 million for the year ended 31 December 2024.

The associated tax effect has been calculated by applying the Dutch statutory corporate income tax rate of 25.8 per cent. to the additional finance costs.

(3)

Reorganisation:

(a)

As a result of the transfer of assets and liabilities under the Reorganisation there is an amount of €29 million of indirect taxes which has been paid to the relevant local tax authorities which is not recoverable, and as such has been expensed. Irrecoverable indirect taxes are not deductible for corporation tax.

This balance was funded by Unilever by way of a related party loan that was then capitalised and, accordingly, there is an equal and opposite entry to Invested Capital.

TABLE OF CONTENTS

(b)

The Group’s historical income statements for the year ended 31 December 2024 and the six months ended 30 June 2025 include 15 per cent. of non-controlling interest in relation to Unilever’s Ice Cream Business in Indonesia. The relevant assets and liabilities of Unilever’s Ice Cream Business in Indonesia will be transferred from PT Unilever Indonesia Tbk to a Group Company (PT The Magnum Ice Cream Indonesia, a wholly-owned indirect subsidiary of the Company) on the first business day following completion of the Demerger, the minority shareholders will then receive their share of the proceeds via a distribution from Unilever Indonesia. The impact of this on the Net profit attributable to: Non-controlling interests is not expected to be material.

(4)

Earnings per share: The number of ordinary shares used to compute basic earnings per share for the six months ended 30 June 2025 and the year ended 31 December 2024 is based on the number of Shares to be issued to consummate the transaction, being 612.2 million Shares. This assumes a distribution ratio of one Share for every five Unilever Shares, the Company is expected to issue 490.7 million Shares with a nominal value per share of €3.50 to existing Unilever Shareholders. A further 121.5 million Shares are expected to be issued to Unilever resulting in Unilever retaining a c. 19.9 per cent. shareholding.

The actual future impact of potential dilution from share plans will depend on various factors, including post-Demerger share price, extent of any new share options awarded, employees who may change employment from one company to another and is not reflected in this pro forma financial information.

(5)

The Unaudited Pro Forma Combined Carve-Out Financial Information does not reflect any additional charges resulting from the global transitional services agreement (the “GTSA”) with Unilever as the incremental impact is not material on the results of the Group in the presented periods.

(6)

The historical income statement includes transaction-related costs directly attributable to the Demerger, including professional fees and costs relating to the separation and establishment of the standalone Group, of €121 million for the period to 30 June 2025 and €54 million in the year to 31 December 2024. For the period from 1 July 2025 to the date of the Demerger transaction-related costs for professional fees and other costs directly attributable to the Demerger have been borne by the Unilever Group. No pro forma adjustment is made in the Unaudited Pro Forma Combined Carve-Out Financial Information for these costs.

(7)

The Unaudited Pro Forma Combined Carve-Out Financial Information does not reflect any changes in the trading results of the Group since 30 June 2025 or 31 December 2024. None of the adjustments in the Unaudited Pro Forma Combined Carve-Out Income Statements, with the exception of the interest expense, are expected to have a continuing effect on the Group.

TABLE OF CONTENTS

Unaudited Pro Forma Combined Carve-Out Balance Sheet as at 30 June 2025

	Historical Balance Sheet as at 30 June 2025(1)		Term Loan Facilities(2)		Reorganisation(3)		Demerger(4)		Pro forma Balance Sheet as at 30 June 2025(5)
	(€ million)
Assets
Non-current assets
Goodwill		531								531
Intangible assets		716								716
Property, plant and equipment		2,258								2,258
Pension asset for funded schemes in surplus		40								40
Deferred tax assets		126				475				601
Other non-current assets		29								29
Total non-current assets		3,700		—		475		—		4,175
Current assets
Inventories		1,054								1,054
Trade and other current receivables		1,388				1,180				2,568
Current tax assets		8								8
Cash and cash equivalents		49		3,700		(3,162)				587
Assets held for sale		3								3
Total current assets		2,502		3,700		(1,982)		—		4,220
Total assets		6,202		3,700		(1,507)		—		8,395
Liabilities and equity
Current liabilities
Financial liabilities		89								89
Trade payables and other current liabilities		2,535				1,264				3,799
Current tax liabilities		20								20
Provisions		35								35
Liabilities held for sale		1								1
Total current liabilities		2,680		—		1,264		—		3,944
Non-current liabilities
Financial liabilities		260		3,700				—		3,960
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit		1								1
Unfunded schemes		87								87
Provisions		40								40
Deferred tax liabilities		262				(45)				217
Other non-current liabilities		10		—						10
Total non-current liabilities		660		3,700		(45)		—		4,315
Total liabilities		3,340		3,700		1,219		—		8,259
Equity
Invested Capital		2,737				(2,726)		(11)		—
Share Capital								2,143		2,143
Share Premium								9,074		9,074
Merger Reserve						10		(11,206)		(11,196)
Retained earnings										—
Other reserves		98								98
Non-controlling interests		27				(10)				17
Total equity		2,862		—		(2,726)		—		136
Total liabilities and equity		6,202		3,700		(1,507)		—		8,395

TABLE OF CONTENTS

Notes:

(1)

The Condensed Combined Carve-Out Balance Sheet as at 30 June 2025 has been extracted without material adjustment from the Condensed Combined Carve-Out Financial Statements for HY2025 as set out in “Item 18. Financial Statements”.

(2)

•

The Group expects to incur an immaterial amount of debt issuance costs.

Prior to Admission, and subject to market conditions, the Group, through its wholly-owned subsidiary, Magnum ICC Finance B.V., will consider issuing one or more series of bonds under a newly established medium term note programme. The Group intends to use the proceeds of such bonds to repay some or all of the financial indebtedness owed by the Group to Unilever under an intragroup facility between the Group and Unilever established in connection with the Reorganisation. The proceeds of any bonds issued prior to Admission would be used in place of, or in combination with, the Group drawing down under the Bridge Facility to re-pay existing financial indebtedness of the Group. Consequently, the issuance of the bonds would not have a material impact on the Group’s net debt position as under the provisions of the Term Loan Facilities Agreement such bond proceeds (less reasonable costs and expenses) are required to reduce (in whole or in part) the Group’s anticipated borrowings under the Bridge Facility. Should the Group not receive any bond proceeds prior to Admission, only the Bridge Facility will be used by the Group to finance the repayment of the financial indebtedness owed by the Group to Unilever under the intragroup facility. As is the case with the other financing arrangements currently available to the Group, the bonds will contain customary terms and conditions including a negative pledge. The bonds are not expected to contain any financial covenants nor is any one or more series of bonds which may be issued expected to have an incremental material impact on the finance costs of the Group as presented herein. Any bond proceeds received by the Group following Admission (less reasonable costs and expenses) shall be required to refinance, and be applied in prepayment of, any borrowings that are outstanding under the Bridge Facility at the time of receipt of such bond proceeds.

(3)

The Reorganisation:

(a)

As part of the Reorganisation and prior to the Demerger, an estimated consideration of €9,716 million became payable by the relevant Group Companies to the relevant Unilever Group Companies, resulting in additional related party loans with Unilever of €9,716 million. These will be reflected as movements in invested capital in the financial statements of the Group for the year ended 31 December 2025.

TABLE OF CONTENTS

€304 million of indirect taxes were paid to local tax authorities as a result of the transfer of assets and liabilities under the Reorganisation. €275 million of these indirect taxes are deemed to be recoverable from local tax authorities through the relevant indirect tax returns in each jurisdiction. There is an equal and opposite amount due to Unilever, who funded the payments made.

The liability to Unilever and the corresponding receivable from local tax authorities are presented gross (as they are with different counterparties), within “Trade payables and other current liabilities” and “Trade and other current receivables”, respectively.

Separately, there is an amount of €29 million of indirect taxes which has been paid to the relevant local tax authorities which is not recoverable, and as such has been expensed, this balance was funded by Unilever by way of a related party loan that was then capitalised and, accordingly, there is an equal and opposite entry to Invested Capital.

These balances are in addition to the €905 million Inventory Subsidy and €989 million Inventory Accrual described below.

The proceeds from the Term Loan Facilities described above will be used to repay €3,162 million of these loans and the remaining balance is to be capitalised. Accordingly, these items result in a reduction of Invested Capital of €3,162 million equal to the amount of the related party loan repayment. The final amount repaid to Unilever will ultimately be determined by the trading performance of the Group up to the date of the Demerger.

As part of the Reorganisation, the Group expects an estimated net deferred tax asset of €520 million to arise on the transfers of assets and liabilities. This includes the impact of tax base adjustments and is subject to completion of the purchase price allocation exercise in certain jurisdictions. The estimated net deferred tax asset of €520 million is based on the applicable statutory tax rate with respect to the estimated purchase price allocation in certain jurisdictions. The effective tax rate of the Group could be significantly different (either higher or lower) depending on post-transaction activities, including cash needs, the geographical mix of income and changes in tax law.

(b)

Inventory-related adjustments:

The inventory arrangements during the Transitional Period result in two pro forma adjustments.

(i)

The Inventory Accrual: Upon the Demerger, in many territories, the legal title for inventory has not passed from Unilever to the Group. Accordingly, a liability is recognised (the “Inventory Accrual”) of €989 million to Unilever with an offset to Invested Capital. This reflects the fact that during the Transitional Period, the Group does not have legal title for all inventory and will need to acquire that inventory at the end of the Transitional Period.

(ii)

The Inventory Subsidy: On 1 July 2025 the Group made a payment (the “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 that it retains legal title for. This subsidy is a one-time payment which will be repaid at the end of the Transitional Period. Unilever is obligated to repay the Inventory Subsidy at the end of the Transitional Period in an amount equal to the initial value of the Inventory Subsidy. The Inventory Subsidy was funded by Unilever by way of a related party loan that was then capitalised and, accordingly, there is an equal and opposite entry to Invested Capital.

The Inventory Accrual and the Inventory Subsidy amounts are not equal as the Inventory Accrual is calculated from the inventory balances as at the historical balance sheet date, whereas the Inventory Subsidy is calculated from an average of the inventory held over FY2024.

Under IFRS, the Inventory Accrual cannot be offset against the Inventory Subsidy receivable as they are held with different Unilever legal entities. However, economically they will be settled at the same time, at the end of the Transitional Period.

(c)

TABLE OF CONTENTS

there is a €10 million reduction to the Non-controlling interests, with an equal and opposite adjustment to the Merger Reserve.

(4)

The Demerger:

(a)

Creation of share premium and share capital: Assuming a distribution ratio of one Share for every five Unilever Shares, the Company is expected to issue 490.7 million Shares with a nominal value per Share of €3.50 to existing Unilever Shareholders. A further 121.5 million Shares are expected to be issued to Unilever resulting in Unilever retaining a c. 19.9 per cent. shareholding. This equates to an estimated total share capital of €2,143 million. The total Shares issued have an estimated fair value of €11,217 million (based on the consideration paid at the time of the Reorganisation, adjusted for net debt). The difference between the estimated fair value of the Shares issued and the nominal value of the Shares issued (estimated to be €2,143 million) is recognised as share premium (€9,074 million).

(b)

Merger Reserve: Upon the Demerger, a Merger Reserve is created comprising the difference between the estimated fair value of the Shares issued (€11,217 million, described above) and the net book value of the business immediately prior to the Demerger (€11 million net liabilities, described below).

(c)

Reclassification of Invested Capital: After reflecting the Reorganisation adjustments as explained above, upon the Demerger the remaining balance of invested capital of €11 million will be reclassified to a Merger Reserve.

(d)

The Group’s net assets as of 30 June 2025 excludes the operations of Unilever’s Ice Cream Business in India (currently owned by Hindustan Unilever Limited, a Unilever Group Company). A local demerger is currently being undertaken, which once completed will result in the Ice Cream Business in India being held by a stand-alone entity which is expected be listed on the Bombay Stock Exchange and the National Stock Exchange of India. Completion of this demerger is anticipated for January 2026 and is subject to satisfaction of certain conditions. Once complete, the demerger would result in an estimated 61.9 per cent. of the issued equity shares in Kwality Wall’s India being owned by entities within the Group. The revenue of Unilever’s Ice Cream Business in India for the year ended 31 December 2024 was €185 million and the operating profit was €9 million.

(e)

The Group’s net assets as of 30 June 2025 excludes the operations of Unilever’s Ice Cream Business in Portugal. On 18 October 2025, the shareholders of Unilever Fima, Lda. (“Unilever Fima”) (a Unilever Group Company indirectly held 55 per cent. by the Unilever Group) signed an agreement to demerge Unilever Fima’s ice cream marketing and sales operations business in Portugal (the “Portugal MSO Business”) to UL Ice Cream Commercial, Lda. (“IC MSO Portugal”) and subsequently sell their shares in IC MSO Portugal (which will then own the Portugal MSO Business) to The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“TMICC Holdco 1”) (the “Portugal Share Sale”). On the same date, a Unilever Group Company (indirectly held 55 per cent. by the Unilever Group) signed an agreement to sell (conditional on the completion of the sale of IC MSO Portugal to TMICC Holdco 1) its ice cream sourcing unit business operating at the factory site in Santa Iria de Azóia to a company to be incorporated, expected to be named UL Ice Cream Manufacturing, Lda. (which will be a wholly-owned subsidiary of IC MSO Portugal) (the “Portugal Asset Sale”).

The consideration for these acquisitions will be based on an aggregate enterprise value equal to €165 million subject to customary completion adjustments. The consideration payable by the Group pursuant to the Portugal SPA and the Portugal APA will be funded from the Working Capital Term Loan Facility. The Portugal Share Sale is expected to complete during the first half of 2026, whilst the Portugal Asset Sale is expected to complete within three years, given the time-period expected to receive the relevant licenses. The revenue of the Ice Cream Business of Unilever Fima for the year ended 31 December 2024 was €92 million and the operating profit was €9 million. Following the completion of these acquisitions the Group will indirectly hold 100 per cent. of the Ice Cream Business of Unilever Fima. No adjustment has been reflected in the pro forma in relation to the Portugal Share Sale or the Portugal Asset sale given the uncertainty around the timing of the completion.

(5)

The Unaudited Pro Forma Combined Carve-Out Financial Information does not reflect any changes in the financial position of the Group since 30 June 2025. None of the adjustments in the Unaudited Pro Forma Combined Carve-Out Balance Sheet are expected to have a continuing effect on the Group.

100

TABLE OF CONTENTS

5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC.

See “Innovation, Research, Food Safety and Compliance” in “Item 4. Information on the Company— 4.B. Business Overview”.

5.D. TREND INFORMATION

For a discussion of trend information, see “—Key Factors Affecting Results of Operation”.

5.E. CRITICAL ACCOUNTING ESTIMATES

The Group’s reported financial condition and results of operations are sensitive to the accounting principles, methods and assumptions that are the basis for its Combined Carve-Out Financial Statements. The Group’s accounting policies, the judgements that management makes in the creation and application of these policies, and the sensitivities of reported results to changes in accounting policies and assumptions are factors to be considered along with the Combined Carve-Out Financial Statements. For a detailed discussion of its significant accounting policies and estimates, see “Note 1. Basis of preparation, accounting policies, estimates and judgements” of the Combined Carve-Out Financial Statements which are incorporated by reference in this registration statement as described in “Presentation of Financial and Other Information”.

The preparation of financial statements requires management to make estimates and judgements in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future period affected. See “Item 3. Key Information—3.D. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. DIRECTORS AND SENIOR MANAGEMENT

Prior to the date of the Demerger, the Unilever Group (as the sole current shareholder of the Company) elected the Directors until the Company’s 2026 Annual General Meeting. The Directors and Senior Management Team set out below are the Directors and Senior Management Team who, as of the date of this registration statement, have been so appointed.

Board of Directors

The Directors, their principal functions within the Company and titles, together with a brief description of their management experience and expertise and principal business activities outside the Company, are set out below. The business address of each of the Directors (in such capacity) is Reguliersdwarsstraat 63, 1017 BK Amsterdam, The Netherlands.

101

TABLE OF CONTENTS

All Directors stand for annual re-election by Shareholders at the Company’s annual General Meeting.

Name

Age

Position

Date of
Appointment
to Board

Jean-François van Boxmeer

Chair

23 September 2025

Peter ter Kulve

Chief Executive Officer

23 September 2025

Abhijit Bhattacharya

Chief Financial Officer

23 September 2025

Melissa Bethell