Capital structure

As of December 31, 2022, Chocoladefabriken Lindt & Sprüngli AG had the following capital structure:

Ordinary capital

The ordinary capital is composed of two types of securities:

The registered share has one voting right at the General Meeting, while the bearer participation certificates have no voting rights. Both types of securities have the same rights to dividends and proceeds of a liquidation in proportion to their par value. All securities are fully paid in. No bonus certificates (“Genussscheine”) were issued.

Authorized and conditional capital

The company has a conditional participation capital in a maximum amount of CHF 3,259,450, comprising a maximum of 325,945 bearer participation certificates with a par value of CHF 10 each. Of this maximum total amount, 171,495 participation certificates can be used for employee participation programs, and up to 154,450 participation certificates can be used for capital market transactions. The subscription rights of shareholders and participation certificate holders are excluded. Further information about the conditional participation capital can be found in Article 4bis of the Articles of Association of the company, which are available on the website of Chocoladefabriken Lindt & Sprüngli AG, whereby the above and following information regarding the status of the participation capital and the number of bearer participation certificates, respectively, as of December 31, 2022 are not yet reflected in the currently valid Articles of Association due to the exercise of options and increases out of the conditional participation capital during the year.

• Articles of Association

The ordinary capital can be increased by means of the conditional participation capital by no more than 13.6% up to a maximum of CHF 27,208,910. Besides the conditional participation capital, there is neither a conditional share capital nor an authorized share capital or participation capital.

Changes in capital

During the past three reporting years, the following changes have occurred in the ordinary and conditional capital:

Restrictions on assignability and nominee entries

Both registered shares and participation certificates can be acquired without restrictions. According to Article 3, subsection 6 of the Articles of Association, however, the Board of Directors may refuse full shareholder status to a buyer of registered shares if the number of registered shares held by that buyer exceeds 4% of the total number of registered shares as entered in the commercial register. Moreover, according to Article 685d, subsection 2 of the Swiss Code of Obligations, the Board of Directors may refuse entry into the share register if, on demand by the Board, the buyer does not formally state that the shares are purchased on its own behalf and for its own account.

According to Article 3, subsection 7 of the Articles of Association, legal entities and partnerships related to one another through capital ownership, through voting rights or common management, or otherwise linked, as well as natural persons and legal entities or partnerships acting in concert in regard to a registration restriction, are considered to be one single shareholder. Based on Article 3, subsection 9 of the Articles of Association, the Board of Directors may grant exceptions to these provisions in special cases and adopt suitable provisions for the application of these rules. The implementing provisions for these rules are defined in the regulation of the Board of Directors on “Registration of registered shares and maintaining the share register of Chocoladefabriken Lindt & Sprüngli AG”.

• “Registration of registered shares and maintaining the share register of Chocoladefabriken Lindt & Sprüngli AG”
• Articles of Association

According to these regulations, particularly (1) the intention of a shareholder to acquire a long-term interest in the company or (2) the acquisition of shares as part of a long-term strategic business relationship or a merger, as well as the acquisition or allocation of shares in the course of an acquisition of a particular asset by the company, are treated as special cases within the meaning of Article 3, subsection 9 of the Articles of Association.

In the reporting year, no exceptions were granted. Due to their long-term participation and with regard to the purpose of the Foundations, the Board of Directors had already granted such an exception before the reporting year for the 20.68% of the voting rights held as a group by the “Fonds für Pensionsergänzungen der Chocoladefabriken Lindt & Sprüngli AG”, “Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli AG”, “Lindt Cocoa Foundation”, and “Lindt Chocolate Competence Foundation”, all in Kilchberg, ZH.

A nominee shareholder will be registered in the share register as a shareholder with voting rights up to a maximum of 2% of the registered share capital as entered in the commercial register, provided that such nominee agrees in writing to disclose the name, address, domicile or seat, nationality, and shareholdings of those persons on whose account it holds the shares. Above the limit of 2%, the Board of Directors will enter the shares of a nominee as shares with voting rights in the shareholder register if such nominee discloses – in writing – the name, address, domicile or seat, nationality, and shareholdings of those persons for whose accounts it holds 0.5% or more of the outstanding share capital, whereby the entry per trustor is limited to 4%, respectively to 10%, per nominee. Article 3, subsection 7 of the Articles of Association is also applicable to nominees.

The implementation rules are defined in the Regulations of the Board of Directors “Registration as nominee shareholder of Chocoladefabriken Lindt & Sprüngli AG”.

• “Registration of registered shares and maintaining the share register of Chocoladefabriken Lindt & Sprüngli AG”
• Articles of Association

A revocation of these registration restrictions in Article 3, subsection 6 of the Articles of Association requires pursuant to Article 15, subsection 3 of the Articles of Association a resolution by the shareholders at the General Meeting with a voting majority of at least three quarters of the shares represented.

• Articles of Association

Outstanding options and convertible bonds

Options for bearer participation certificates of Chocoladefabriken Lindt & Sprüngli AG are outstanding only within the scope of the existing employee option plan. Details concerning the number of options issued during the reporting year and previous years, which are either still outstanding or have been exercised, in each case with their corresponding material terms and conditions, are shown in the table below:

All options were granted at a ratio of one option to one participation certificate (1:1). The option rights have an exercise period of maximum seven years from the grant and are subject to blocking periods for exercise (vesting) of three, four and five years, respectively. The exercise price of the options corresponds to the average amount of the closing price of the participation certificates of Chocoladefabriken Lindt & Sprüngli AG on SIX Swiss Exchange during the five trading days before the grant.

In the reporting year 2022, a total of 14,962 of the above listed employee options were exercised (previous year: 22,418). Therefore, the “ordinary” participation capital was increased in 2022 by CHF 149,620, resulting in a corresponding reduction of such portion of the “conditional” participation capital that is reserved for employee participation programs. The 119,001 options outstanding as of December 31, 2022, which have not yet been exercised, correspond to 5% of the total capital. There were no outstanding convertible bonds of Chocoladefabriken Lindt & Sprüngli AG in the reporting year.

Information on participation certificates

Chocoladefabriken Lindt & Sprüngli AG decided in 2020 to stop issuing physical dividend vouchers (coupons) for bearer participation certificates. Holders who keep their participation certificates as certificates in physical form, for example at home or at their bank (in a safe deposit box or in individual custody, “Heimverwahrer”), were and are asked to deliver their participation certificates (including remaining coupons and talons, if any) to their bank of choice in order to have their participation certificates booked into their existing securities account, or one to be opened. For participation certificates that are currently not held as book-entry securities, any future dividends on participation certificates will not automatically be serviced through the banking system, but only according to the applicable requirements of Swiss securities law. Holders of participation certificates held in physical form should be aware that dividends that are not claimed within five years will be allocated to the company.

Holders who already keep their participation certificates in a securities account with their deposit bank are not affected by the change and need not act.

For further information, please refer to the Investor Relations website or contact the Investor Relations Department of the Group on phone number +41 44 716 25 37 or via e-mail investors@lindt.com.