IBERSOL | Integrated Management Report | 2025
CONSOLIDATED FINANCIAL STATEMENTS 3.2. Risks of development and franchise agreements In previous years, the Group signed development contracts with Taco Bell, KFC (for Portugal and Spain) and Pret a Manger (Portugal and Spain). These development contracts guarantee the right and obligation to open new restaurants (in exceptional circumstances, such as the pandemic crisis, readjustments to the development programs were agreed upon). In case of non-fulfillment of the open- ing plans foreseen in these contracts the franchisors may terminate the respective development contracts. On 31 December 2025, the Group had not completed all of the store openings outlined in its brand development plans, thereby incurring the contractual penalties set forth. Ibersol’s management considers the risk of contract termination to be remote. In addition, the development agreements provide for requirements and conditions to be met prior to the sale of the controlling interest of the subsidiary that operates the agreement, the issuance of capital instruments and/or change of control in those subsidiaries, as well as the sale of the business or restaurants owned by said subsidiaries, which include, among others: the prior agreement of the franchisors, information obligations and several transfer procedures, possible payment of charges or fees, as well as the right of first refusal in favor of the franchisors. The franchise contracts in relation to some international brands foresee the possibility of termination in case of change of control of Ibersol SGPS, S.A. without the franchisor’s prior agreement. In the restaurants where it operates with international brands, the group enters into long-term franchise contracts: 10 years in the case of Pizza Hut, Taco Bell and KFC and up to 12 years in the case of Prêt A Manger, renewable for another 10 years at the franchisee’s option, as long as certain obligations are met. It has been the practice for these contracts to be renewed upon expiration. However, nothing obliges franchisors to do so, so there may be the risk of non-renewal. In these contracts it is normal to pay an “Initial Fee” at the beginning of each contract and a “Renewal Fee” at the end of the initial period, in addition to an operating and marketing royalty on sales made. 3.3. Quality and food safety risks Ibersol Group’s quality department is responsible for identifying and ensuring control of food quality and safety risks. Thus, various prevention and control measures are implemented for different areas of the Group’s business. In this context, some measures stand out, such as: ensuring the implemented Traceability System and the control of the Production Process in the units, through the HACCP (Hazard Analysis & Critical Control Points) System. 382
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