CAPITAL STRUCTURE

As of December 31, 2014, Chocoladefabriken Lindt & Sprüngli AG presents the following capital structure:

ORDINARY CAPITAL—The ordinary capital is composed of two types of securities:

* 136,111 registered shares par value of CHF 100.− each.
** 956,066 bearer participation certificates par value of CHF 10.− each.

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

Authorized and conditional capital—The Group possesses a total conditional capital of CHF 5,289,060. The conditional capital comprises a total of 528,906 bearer participation certificates with a par value of CHF 10.– each. As of December 31, 2014, of this total, the remaining 174,456 are reserved for employee stock option programs; and 354,450 participation certificates are reserved for capital market transactions. Further information about auhtorized and conditional capital can be found in article 4bis of the Articles of Association which are available on the Website of Chocoladefabriken Lindt & Sprüngli AG.

www.lindt-spruengli.com/fileadmin/user_upload/corporate/user_upload/Investors/AOA/Articles_of_Association_E.pdf

There is no other authorized capital apart from the conditional capital.

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

Number of securities, status as at December 31.

* Registered shares (RS) par value CHF 100.–
** Bearer participation certificates (PC), par value CHF 10.–

Restrictions regarding 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 shares held by that buyer exceeds 4 % of the total of registered shares as entered in the commercial register. Moreover, according to article 685d, subsection 2 OR (Swiss Code of Obligations), the Board of Directors may refuse entry into the share register if upon demand by the Board the buyer does not formally state that the shares are purchased on his own behalf and on his own account.

According to article 3, subsection 7 of the Articles of Association, corporate bodies and partnerships, who are interrelated to one another through capital ownership, through voting rights or common management, or who are otherwise linked, as well as natural persons and legal entities or partnerships who act 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 make 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 keeping the share register of Chocoladefabriken Lindt & Sprüngli AG.”

www.lindt-spruengli.com/fileadmin/user_upload/corporate/user_upload/Investors/BOR/Sharehoder_Registry_Regulations_and_applications_EN.pdf

According to these provisions, in particular (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, together with the acquisition or allocation of shares on the occasion of the acquisition by the company of a particular asset, are treated as special cases within the meaning of article 3, subsection 9 of the Articles of Association.

In the year under review, no exceptions were granted. Based on the long-term participation and with regard to the purpose of the Foundation, the Board of Directors already granted such an exception prior to the year under re-view for the 20.3 % of the voting rights of the “Fonds für Pensionsergänzungen (fund for pension supplements) of Chocoladefabriken Lindt & Sprüngli AG,” “Finanzie- rungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli Aktiengesellschaft,” “Lindt Cocoa Foundation,” and “Lindt Chocolate Competence Foundation,” all Kilchberg ZH.

A nominee shareholder will be granted full shareholder status for a maximum of 2 % of the registered share capital as entered in the commercial register, if such nominee discloses in writing name, address, domicile or seat, nationality, and shareholdings of those persons on whose account he holds the shares. Over the limit of 2 %, the Board of Directors will enter the shares of a nominee as voting shares in the shareholder register if such nominee discloses, in writing, name, address, domicile or seat, nationality, and shareholdings of those persons for which accounts he holds 0.5 % or more of the then outstanding share capital, whereby entry per trustor is limited to 4 %, respectively to 10 % per nominee collectively. Article 3, subsection 7 of the Articles of Association is applicable to nominees likewise.

The regulations to these rules are defined in the Regulations of the Board of Directors “Registration of registered shares and keeping of the share register of Chocoladefabriken Lindt & Sprüngli AG.”

www.lindt-spruengli.com/fileadmin/user_upload/corporate/user_upload/Investors/BOR/Sharehoder_Registry_Regulations_and_applications_EN.pdf

A revocation of these restrictions regarding the assignability requires a resolution by the shareholders at the General Meeting with a voting majority of at least three quarters of the shares represented.

Outstanding options and convertible bonds—Options on bearer participation certificates of Chocoladefabriken Lindt & Sprüngli AG are only outstanding within the scope of the existing employee option plan. Details concerning the number of options issued and still outstanding with the corresponding terms and conditions are shown in the table below:

The options were granted at a ratio of one option to one participation certificate (1:1). The options can be exercised for a maximum of seven years after the grant and are subject to a blocking period of three, four and five years respectively. The strike price is equivalent to a five-day average of the closing daily prices of the share on the Swiss stock market prior to the date of issue.

In 2014, a total of 30,755 of the above employee options were exercised (previous year: 53,076). Therefore, the “ordinary” participation capital was increased in 2014 by CHF 307,550 by the corresponding reduction in the “conditional” participation capital reserved for the employee stock option programs. The 144,425 options outstanding as of December 31, 2014, and not yet exercised are equivalent to 6.2 % of the total capital. There are no outstanding convertible bonds of Chocoladefabriken Lindt & Sprüngli AG.