IV. Compensation of the Board of Directors

i. Compensation principles

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:

“The members of the Board of Directors shall be entitled, in addition to reimbursement of their cash outlays, to fixed remuneration not dependent on profits. The Board of Directors may determine that their remuneration shall be paid, in full or in part, in the form of shares or participation certificates. In such case, it shall stipulate the conditions, including the time of the grant and any applicable transfer restrictions. It may stipulate that due to the occurrence of events designated in advance, such as a change in control of the Company, or the termination of an agency agreement, such restrictions may be shortened or cancelled, or that remuneration shall not be due.”

All members of the Board of Directors are currently compensated by means of a fixed fee, which is paid out in cash for the preceding term after the respective Annual General Meeting. No members of the Board of Directors are currently entitled to any variable compensation or any allocation of option rights or other equity interests (shares or participation certificates).

ii. Regular review and benchmarking

The compensation of the members of the Board of Directors is regularly reviewed by means of an external benchmarking. This involves a comparison of the level and structure of compensation of the Board of Directors with other selected listed Swiss companies. This external benchmarking is performed periodically and is based on the most recent available information and data for the respective previous year.

The relevant peer group for the purpose of the benchmarking has been selected from among listed Swiss companies (SMI, SMIM) based on similar size (following market capitalization as of the end of the previous financial year) and industry affiliation (understood in a broader sense, approximated by non-financial companies, but including in particular companies from the consumer goods sector).

The most recent benchmarking for the compensation of the Board of Directors was undertaken in 2023 (based on data as of year-end 2022), with a peer group of 15 listed Swiss non-financial companies similar to Lindt & Sprüngli in terms of size. 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, and VAT.

The compensation of the Executive Chair has been refined over several years to better align with market practice. The latest change (reduction from CHF 2.0 million per year to CHF 1.2 million per year) came into force as of 2023. The recent analyses showed that compensation of the remaining non-executive members of the Board of Directors is clearly below median. Overall, the compensation level of the non-executive members of the Board of Directors has remained stable for over 25 years. Therefore, the CNC will consider adaptation of the compensation structure for non-executive members of the Board of Directors to better align with the market practice in future years. The next regular benchmarking with respect to the compensation of the Board of Directors is scheduled for 2024.

iii. Compensation elements

The non-executive members of the Board of Directors receive compensation in the form of a uniform fixed fee of CHF 145,000 per year. To steer their focus on the long-term success of the Lindt & Sprüngli Group, all non-executive members of the Board of Directors receive the same fixed compensation, regardless of any committee membership or any role as chair of any committee. During the reporting period, one non-executive member (A. Bulgheroni) additionally received a gross fee of CHF 12,600 (previous year: CHF 13,000) for his function as chair of the Board of Directors of Lindt & Sprüngli S.p.A., Italy.

The non-executive Vice-Chair of the Board of Directors receives compensation in the form of a fixed fee of CHF 290,000 per year. The compensation of the Vice-Chair reflects the additional duties and responsibilities with respect to organizational, strategic, and other matters and initiatives in coordination with the Executive Chair.

• Information on the duties and responsibilities of the Vice-Chair

The compensation of the Executive Chair of the Board of Directors was reduced from a fixed compensation of CHF 2.0 million per year in 2022 to a fixed compensation of CHF 1.2 million per year in 2023 and is paid out in the form of a salary in cash on a monthly basis in 12 equal installments. The Chair leads the Board of Directors and coordinates its committees in determining the strategy and overall governance 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 engagement with shareholders and stakeholders.

iv. Compensation 2023

The following compensation was effectively paid to the Chair, the Vice-Chair and the other members of the Board of Directors in the financial years 2022 and 2023.

The amount of CHF 3.2 million 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 was not exceeded. The same amount of CHF 3.2 million was approved by the General Meeting of April 20, 2023, as the maximum aggregate amount of compensation for the Board of Directors for the period until the General Meeting 2024. The amount effectively paid out for the financial year 2024 will be disclosed in the Annual Report 2024.

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