III. Compensation for the Board of Directors 2022

The principles governing the compensation of the members of the Board of Directors are set out in Article 21 paragraph 2 of the Articles of Association.

• Articles of Association

All members of the Board of Directors are compensated exclusively in cash. No member of the Board of Directors is currently entitled to any variable compensation or any allocation of option rights or other equity interests (shares or participation certificates) to ensure independent oversight and avoid conflicts of interests. The amount of total compensation paid to the members of the Board of Directors is regularly reviewed by way of external benchmarking and involves a comparison of the level and structure of Board of Directors compensation with, most recently, 15 Swiss listed companies that are similar to Lindt & Sprüngli in terms of size (based on market capitalization, taking into account companies with a market capitalization between 0.4 – 1.7x Lindt & Sprüngli’s market capitalization of approx. CHF 30 bn as of end of 2021) and industry affiliation (understood in a broader sense, approximated by non-financial companies). The peer companies for this benchmark were Alcon, Barry Callebaut, Emmi, Ems-Chemie, Geberit, Givaudan, Kühne + Nagel, Lafarge Holcim, Schindler, SGS, Sonova, Straumann, Swatch, Swisscom, VAT (Peer Group).

The last benchmarking for the Board of Directors compensation was undertaken in 2022 based on data of year end 2021 and confirmed that the current compensation approach is comparable to the approach taken by the Peer Group and that compensation levels are within the targeted range (meaning that they are at the market median or below), hence no changes to the approach and compensation levels were suggested by the CNC after the latest benchmarking. Overall, the compensation level of the non-executive members of the Board of Directors has remained stable for over 25 years. The compensation of the Executive Chairman was reduced over the past three years in order to further align such compensation with market practice.

The non-executive members of the Board of Directors receive compensation in the form of a fixed flat-rate fee of CHF 145,000 per year which is paid out in cash for the preceding term after the respective Annual General Meeting. To steer their focus on the long-term success of the company, all non-executive members of the Board of Directors receive the same fixed compensation, regardless of any committee membership or chairmanship role. During the reporting period, one non-executive member (A. Bulgheroni) additionally received a gross fee of CHF 13,000 (previous year: CHF 28,000, including Caffarel S.p.A., Italy) for his function as chairman of the board of directors of Lindt & Sprüngli S.p.A., Italy.

The Executive Chairman of the Board of Directors receives a fixed compensation in the form of a salary of CHF 2 million per year, which is paid out in cash on a monthly basis in twelve equal installments. The Chairman leads the Board of Directors and coordinates its committees in determining the strategy and overall governance set up of the Group as well as in exercising its oversight and supervision responsibilities. He takes a leading role in designing the Group’s corporate governance. Further, he promotes close collaboration towards achieving sustainable value creation for Lindt & Sprüngli, oversees the Group’s reputation and, together with the CEO, represents the Group externally in the engagement with shareholders and stakeholders. Pursuant to the latest benchmarking, the compensation paid to the Chairman is in line with the remuneration paid to other Executive Chairmen of the Peer Group (see above).

The following compensation was effectively paid to the members of the Board of Directors in the financial years 2021 and 2022.

The amount of CHF 3.2 million approved by the General Meeting of May 4, 2021, as the maximum aggregate amount of compensation for the Board of Directors for the period until the General Meeting 2022 was not exceeded. The same amount of CHF 3.2 million was approved by the General Meeting of April 28, 2022, as the maximum aggregate amount of compensation for the Board of Directors for the period until the General Meeting 2023. The amount effectively paid out for the financial year 2023 will be disclosed in the Annual Report 2023.

No loans and credits were granted to current or past executive or non-executive members of the Board of Directors.