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Barry Callebaut successfully places new shares

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June 14, 2013

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  • Barry Callebaut places 318,858 new shares at a price of CHF 875.00 per share
  • Gross proceeds of the share placement of CHF 279 million (c. USD 300 million)
  • Proceeds to be used to partly finance the acquisition of Petra Foods’ Cocoa Ingredients Division
  • Jacobs Holding AG purchased 159,790 new shares at the bookbuilding price of the share offering
  • New shares expected to start trading on SIX Swiss Exchange on June 18, 2013

Zurich/Switzerland, June 14, 2013 – Barry Callebaut, the world’s leading manufacturer of high-quality cocoa and chocolate products, has successfully priced its offering of new shares which was announced yesterday. Barry Callebaut has placed the new shares via an accelerated bookbuild procedure by way of a private placement in Switzerland and outside of Switzerland in accordance with applicable securities laws. The offering has priced at CHF 875.00 per share.

Barry Callebaut will issue 318,858 new registered shares resulting in gross proceeds for the Company of CHF 279 million. Barry Callebaut’s nominal share capital is expected to be increased by 6.2% to CHF 102,092,758.80 through the issuance of the new shares on June 17, 2013. The proceeds from the share placement are intended to partly finance the acquisition of the Cocoa Ingredients Division from Petra Foods, Singapore as announced on December 12, 2012.

Jacobs Holding AG, the majority shareholder of Barry Callebaut AG, has purchased 159,790 new shares at the bookbuilding price of the share offering and has agreed to a lock-up period starting today and ending 180 days following the settlement date. Barry Callebaut has also agreed to enter into a lock-up period starting today and ending 180 days following the settlement date.

Trading in the new shares on SIX Swiss Exchange is expected to commence on June 18, 2013 and the settlement of the new shares is expected to take place on the same day.

Victor Balli, CFO said: "Similar to the successful bond transaction, which was significantly oversubscribed, we managed to do the book building in a short period and noticed a healthy appetite from different types of institutional investors. Moreover, the new shares are issued at CHF 875.00, which represents a discount of less than 1% compared to today’s opening price (CHF 883.00) and only 2% compared to the closing price prior to the launch of the transaction (CHF 893.00). This is a clear testimony of the trust institutional investors place in Barry Callebaut’s fundamentals and our business model."

Credit Suisse is acting as Sole Bookrunner and Joint Lead Manager and Societe Generale Corporate & Investment Banking is acting as Joint Lead Manager in the share placement.

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This press release has been prepared solely for purposes of complying with the ad-hoc disclosure rules of SIX Swiss Exchange Ltd. and is for information only. It does not constitute an offer or invitation to sell, or a solicitation of an offer to buy shares in Barry Callebaut AG (the "Shares") in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Shares will solely be offered by way of a private placement to selected qualified investors who do not purchase the Shares with the intention to distribute them to the public and without any public advertisement.

This press release does not constitute (i) an offering prospectus, and no securities will be offered directly or indirectly to the public, within the meaning of Art. 652a of the Swiss Code of Obligations, (ii) a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules, nor (iii) a prospectus within the meaning of the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003 (the "Prospectus Directive").

The shares that are the subject of the placement are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospectus Directive), which includes legal entities which are regulated by the Financial Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "FPO") and high net worth entities falling within Article 49(2)(a) to (d) of the FPO.

IN ADDITION, THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THAT ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THAT ACT.

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Barry Callebaut (www.barry-callebaut.com):
With annual sales of about CHF 4.8 billion (EUR 4.0 billion / USD 5.2 billion) in fiscal year 2011/12, Zurich-based Barry Callebaut is the world’s leading manufacturer of high-quality cocoa and chocolate – from the cocoa bean to the finest chocolate product. Barry Callebaut operates out of 30 countries, runs more than 45 production facilities and employs a diverse and dedicated workforce of about 6,000 people. Barry Callebaut serves the entire food industry focusing on industrial food manufacturers, artisans and professional users of chocolate (such as chocolatiers, pastry chefs or bakers), the latter with its two global brands Callebaut® and Cacao Barry®. Barry Callebaut is the global leader in cocoa and chocolate innovations and provides a comprehensive range of services in the fields of product development, processing, training and marketing. Cost leadership is another important reason why global as well as local food manufacturers work together with Barry Callebaut. Through its Cocoa Horizons initiative and research activities, the company engages with farmers, farmer organizations and other partners to help ensure future supplies of cocoa and improve farmer livelihoods.

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Contacts

for investors and financial analysts:

for the media:

Evelyn Nassar

Raphael Wermuth

Head of Investor Relations

Head of Media Relations

Barry Callebaut AG

Barry Callebaut AG

Phone: +41 43 204 04 23

Phone: +41 43 204 04 58

evelyn_nassar@barry-callebaut.com

raphael_wermuth@barry-callebaut.com