Lindt : 2024 Annual Report

About this update from Chocoladefabriken Lindt & Spruengli Ag

Key Figures The Lindt & Sprüngli Group achieved strong financial results, exceeding its EBIT margin guidance for the financial year, despite a challenging environment. In 2024, Lindt & Sprüngli grew both in value and volume, gaining market share globally to establish the Group as one of the fastest-growing chocolate manufacturers. Group Sales (CHF) EBIT (CHF) 5.47bn 884m Organic sales growth EBIT margin +7.8% 16.2% Free cash flow (CHF) 635m Free cash flow margin Volume/Mix growth 11.6% +1.5% Number of employees 14,973 Sales CHF billion (organic growth) 2024 5.47 7.8% 2023 5.20 10.3% 2022 4.97 10.8% 2021 4.59 13.3% 2020 4.02 -6.1% Operating profit (EBIT) CHF million (in % of sales) 2024 884 16.2% 2023 813 15.6% 2022 745 15.0% 2021 645 14.1% 2020 420 10.5% Contents Strategic Report Letter to Shareholders 2 Our Markets 6 Global Retail 24 Focus Chapter 180 Years Anniversary 26 Corporate Governance Group structure and shareholders 48 Capital Structure 49 Board of Directors 51 Organization of the Board of Directors 56 Committees of the Board of Directors 56 Group Management 64 Compensation, equity participation, and loans 65 Shareholders' rights of participation 65 Change in control and defensive 66 Financial Report measures Consolidated Financial Statements Statutory auditor 66 of the Lindt & Sprüngli Group 91 Closed periods 67 Notes to the Consolidated Financial Cyber security 68 Statements 97 Report of the Statutory Auditor on the Shareholder information 68 Consolidated Financial Statements 131 Financial Statements of Compensation Report Chocoladefabriken Lindt & Sprüngli AG 136 Letter from the Chair of CNC 70 Proposal for the Distribution of Available Retained Earnings and the 2024 At a glance 71 Reserves 140 Compensation governance 74 Report of the Statutory Auditor on the Financial Statements 141 Compensation of the Board of Directors 77 Compensation of the Group 78 Supplementary Information Management Five-Year Overview 145 Participations 85 Addresses of the Lindt & Sprüngli Group 147 Other compensation-related aspects 86 Information 149 External mandates 86 Report of the statutory auditor 88 Our Markets The Lindt & Sprüngli Group once again achieved strong organic growth of 7.8%, reaching CHF 5.47 billion. All regions contributed to this growth, with Europe retaining its position as the largest region by sales value. Focus Chapter In 2025, we celebrate our 180th anniversary. From our origins in Switzerland, we have expanded to Europe, North America, and beyond. Our Focus Chapter presents key milestones and notable figures from our journey. 5-Year Overview Lindt & Sprüngli consistently achieved strong organic growth over the past five years, further strengthening its global market position and establishing the Group as one of the fastest-growing chocolate manufacturers. Page 6 Page 27 Page 146 Read more here Read more here Read more here 1 Letter to Shareholders 2024 Adalbert Lechner CEO of the Lindt & Sprüngli Group Ernst Tanner Executive Chairman of the Board of Directors of the Lindt & Sprüngli Group Commitment to Highest Quality Despite a challenging environment, Lindt & Sprüngli achieved solid financial results, exceeding its EBIT margin guidance for the financial year. In 2024, Lindt & Sprüngli grew in both value and volume, positioning it as one of the fastest-growing chocolate manufacturers and thereby gaining market share globally. Letter to Shareholders 2024 continued Dear Shareholders, The Lindt & Sprüngli Group looks back on a challenging year characterized by record-high cocoa costs, substantial price increases, and weakened consumer sentiment. The cocoa market was volatile in the reporting year, with cocoa prices remaining at a historic high by the end of 2024. Offsetting the high cocoa costs forced us to adjust our pricing, which will be further required in 2025. Despite cost pressure, we stay committed to the high quality of our premium products. We continued to invest in our infrastructure and production network. According to market research data, the global chocolate market grew by 4.7% in value-partly driven by manufacturers' price increases-while shrinking by -3.0% in volume in 2024. It is, therefore, encouraging that we continued to grow both in value and volume in 2024, making Lindt & Sprüngli one of the fastest- growing chocolate manufacturers, hence growing market share in volume and value. In this context, volume/mix grew by 1.5%. During the second half of 2024, consumer sentiment recovered slightly - even though still on a low level. We gained market share in almost all markets and noticed a shift in consumer behavior from quantity to quality and towards premium chocolate. This development offers us opportunities as a premium manufacturer, which we will continue to seize. In 2025, we will celebrate our 180 th anniversary, from our beginnings in Switzerland, then expanding to Europe, North America, and the Rest of the World. Our impressive history shows our ability to spot and respond to trends as they are developing, thanks to a deep understanding of our consumers. Our history is also a testimonial to our robustness and resilience despite challenging market conditions. In our Focus chapter, we have compiled the most important milestones and most significant characters from 180 years of Lindt & Sprüngli. Strong organic growth across markets In 2024, Lindt & Sprüngli grew organically by 7.8% to CHF 5.47 billion (previous year: CHF 5.20 billion). Sales growth in Swiss Francs was 5.1%. Currency effects impacted the result by -2.7%, mainly due to the weaker US dollar and Euro. All regions contributed to sales growth, especially "Europe", with substantial organic sales growth of 9.5%, and the "Rest of the World", with double-digit organic sales growth of 10.0%. Organic sales growth in "North America" was solid at 5.0% despite a subdued chocolate market characterized by declining volume and flat value growth. Performance in North America was particularly affected by a shift of Easter orders into 2023, reflecting the earlier Easter date in 2024 and the de-stocking by major retail customers in the first half of 2024. Excluding these one-off effects, the organic growth rate would have been 6.0%. Lindt & Sprüngli's operating profit (EBIT) increased by 8.7% year-on-year to CHF 884.2 million, with an EBIT margin of 16.2% (previous year: CHF 813.1 million, EBIT margin: 15.6%). Continued tight cost control, efficiency gains, process optimization, price increases to offset higher cocoa costs, and a one-time impact from a successful US legal case contributed to the increased profitability. This resulted in a net income of CHF 672.3 million (previous year: CHF 671.4 million) with a return on sales of 12.3%. Without the one-time tax impact in 2023, net income would have increased substantially. Free cash flow came in at CHF 635.3 million, representing a solid free cash flow margin of 11.6%. Investments in future growth Those strong results allowed us to increase our investments by 8.1% to CHF 313 million, mainly in infrastructure development and new stores. The expansion of our cocoa mass factory in Olten, Switzerland - our most significant large-scale project - opened as planned in May 2024 to ensure the sustainable supply of our European production sites. The capacity expansion of the Lindt & Sprüngli production site in Stratham, USA, is progressing as planned. Furthermore, we invested in an improved Enterprise Resource Planning (ERP) system, which is rolling out in the first subsidiaries in 2025, to better coordinate processes across the group, improve data quality, and better inform decision-making. In July 2024, we opened the Lindt & Sprüngli Asia Pacific Logistics and Packaging Center in Shanghai, China. With this new supply chain hub, we can store our products for Asia Pacific locally in a temperature-controlled warehouse and pack the final product on-site based on customer orders. The resulting speed of delivery, product availability, and product freshness will improve customer service in local markets and increase competitiveness in the region. Strong balance sheet and dividend increase Our balance sheet remained robust in 2024. As at December 31, 2024, the equity ratio stood at 52.8% (previous year: 54.2%), which allows us to share the company's success with our shareholders by increasing the dividend for the 29th time in a row. At the 127th Annual General Meeting on April 16, 2025, the Board of Directors will propose a distribution of CHF 1,500 (previous year: CHF 1,400) per registered share and CHF 150 (previous year: CHF 140) per participation certificate. With our strong balance sheet, the Board of Directors decided at its July 22, 2024, meeting to start a new buyback program for Lindt & Sprüngli registered shares (RS) and participation certificates (PC), up to CHF 500 million. The buyback started on August 2, 2024, and will last until July 31, 2026, at the latest. A separate trading line was opened for the buyback on the SIX Swiss Exchange AG, for the registered shares and the participation certificates. The Board of Directors intends to propose a capital reduction by canceling the repurchased registered shares and participation certificates at future Annual General Meetings. 3 Letter to Shareholders 2024 continued Rapid expansion in the retail business Global Retail, where we operate stores under the Lindt, Ghirardelli, and Russell Stover brands made significant gains in the reporting year, with substantial double-digit growth from physical retail stores in all markets and overproportioned growth in our e-shops. In Global Retail, sales in our own stores and e-shops developed strongly in all markets with an overall 16.7% growth. Over the year, we expanded our retail network to 568 stores by the end of 2024 (previous year: 523 stores). The Global Travel Retail business, where Lindt products are sold in duty-free shops, grew by 9.3% in the reporting year, particularly in the APAC, MEIA, and LATAM regions. " We gained market share in most markets and we noticed a shift in consumer behavior from quantity to quality. This development offers us opportunities as a premium manufacturer, which we will continue to seize." Ernst Tanner Executive Chairman of the Board of Directors of the Lindt & Sprüngli Group Continued growth in all regions The results for the three regions reflect the group's solid 2024 figures, with continued organic growth and market share gains. "Europe" posted the highest sales with CHF 2.59 billion (previous year: CHF 2.41 billion), growing organically by an excellent 9.5%. Lindt & Sprüngli achieved double-digit growth in many European markets, especially in the UK, Central Eastern Europe, France, and Benelux. Other core markets like Germany, Italy, and Switzerland contributed to the results with solid mid- single-digit growth. In 2024, "North America" increased sales to CHF 2.15 billion (previous year: CHF 2.11 billion), an organic growth of 5.0%. Performance in North America was influenced by a shift of Easter orders into 2023, reflecting the earlier Easter date in 2024 and the de-stocking by major retail customers in the first half of 2024. Excluding these one-off effects, the organic growth rate would have been 6.0%. As expected, our business in North America gained momentum in the second half of 2024, despite a weak chocolate market with a declining volume development and flat value. Lindt & Sprüngli in the USA and Canada posted solid single-digit growth and gained further market shares. Ghirardelli also showed a strong performance, growing high single digits and gaining market share as well. Russell Stover faced a slight decline in sales in a challenging market. "Rest of the World" achieved organic sales growth of 10.0% to CHF 0.72 billion (previous year: CHF 0.68 billion), with excellent development in core markets like Brazil, Japan, and China at double-digit growth rates. Business in Australia fell slightly short of expectations due to reduced promotional activities with a large retail partner earlier in the year, which we expect to normalize again in 2025. In 2024, our subsidiary in Chile became operational and celebrated the opening of its first two stores. 2024 also saw the opening of the first Lindt stores in Mexico and New Zealand. Please refer to this report's Markets chapter for further information on our individual market performance. Core products and innovation drive growth In 2024, the trend toward gifting, pralines, and hollow figures continued. Key growth drivers were Lindor and Excellence with strong organic growth and market share gains in all regions. Our innovation pipeline remains robust, with numerous new product launches. Product innovations included the rollout of the Excellence Pailleté range, Excellence Pistachio, and new Lindor flavors such as Tiramisu. As consumers are increasingly willing to spend more on personalized and premium gifts, including seasonal special editions and distinctive gift boxes, we have introduced various packaging options for Lindor at different price points. To respond to the growing trend towards textured foods, we launched the Choco Wafer in selected pilot markets in 2023 and rolled it out in various other markets in 2024. The launch of the crispy Choco Wafer was so successful that we are already expanding production capacity after its first full year on the market. At the end of 2024, we introduced our handmade Lindt Dubai Chocolate in a limited edition in our own retail stores. The overwhelming success of this flavor has prompted us to develop the Lindt Dubai Style Chocolate with a similar recipe for rollout in wholesale. " Despite cost pressure, we stay committed to the high quality of our premium products and continue to invest in our brands and production network." Adalbert Lechner CEO of the Lindt & Sprüngli Group 4 Letter to Shareholders 2024 continued Measurable achievements in sustainability In 2024, Lindt & Sprüngli continued to make progress towards its sustainability targets. Our Sustainability Plan paved the way for some measurable achievement in the face of industry-wide challenges. Building on our recognized responsible sourcing endeavors, we continued to advance our efforts to reduce negative social and environmental impacts. By the end of 2024, we were sourcing more than 82% of our priority raw and packaging materials through responsible sourcing programs, meeting our responsible sourcing target one year ahead of schedule. For cocoa, this figure was above 84%. 100% of our cocoa beans are already being sourced through the Lindt & Sprüngli Farming Program or other responsible sourcing programs. We aim to reach 100% for all our cocoa products, including butter, powder, and chocolate mass, by the end of 2025. In 2024, we made significant progress across the Group in developing our decarbonization roadmap, which aims to guide us to our goal of net zero greenhouse gas emissions by 2050. Decarbonization plans submitted by subsidiaries were consolidated at Group level. The key focus areas remain cocoa, dairy, packaging, transportation, and energy. In addition, we completed our Climate Risk Assessment. Sustainability is a core component of our business strategy. Hence, we have already been reviewing future priorities related to our sustainability strategy. Since most of our targets will come to completion by the end of 2025, we are currently evaluating these to further develop and strengthen our approach, with the objective of defining a clear path for the years beyond 2025. Please refer to our Sustainability Report 2024 for a detailed overview of our sustainability targets and actions in 2024. Outlook We are entering the new financial year with strong momentum. By consistently reinforcing the value of our premium products, we aim to increase household penetration, gain market share, and increase visibility in our wholesale and retail channels. For 2025, we expect the trend from quantity to quality consumption of premium chocolates to continue, supporting our long-term strategy as a market leader in this category. Consequently, we will continue to invest in our infrastructure and innovation pipeline to meet future growth. Based on the necessary price adjustments, Lindt & Sprüngli expects increased organic growth of 7-9% in 2025 and an improved operating profit margin of 20-40 basis points. For the years after 2025, the Group continues to reiterate its strategic medium- to long-term organic sales growth targets of 6-8% with an improvement in the operating profit margin of 20-40 basis points per year. We extend our sincere gratitude to all the employees of the Lindt & Sprüngli Group. Their dedication is essential to our success. They have navigated the many challenges of the past year with remarkable team spirit. We are proud of their passion and unwavering commitment to delighting our consumers with chocolate. We want to thank you, our shareholders, for your trust. We look forward to welcoming many of you at the upcoming Annual General Meeting, which will take place on Wednesday, April 16, 2025, at our traditional venue, the Kongresshaus in Zurich. Cocoa costs drive price adjustments The continuously record-high prices for our primary raw material, cocoa, remained the biggest challenge in 2024, while prices for other raw materials like sugar, milk, hazelnuts, and packaging have remained stable. Even though the El Niño weather phenomenon has subsided over the year, diseases affecting cocoa trees, such as the Swollen Shoot Virus, continue to lead to significant crop failures, thereby keeping cocoa prices at a very high level. We have partly offset high cocoa costs through efficiency gains and tight cost control. To further compensate for the high costs of cocoa, we have to adapt our pricing group-wide again in 2025. Ernst Tanner Executive Chairman of the Board of Directors of the Lindt & Sprüngli Group Adalbert Lechner CEO of the Lindt & Sprüngli Group 5 Our Markets Strong growth in all markets The Lindt & Sprüngli Group once again achieved strong organic growth of 7.8%, reaching CHF 5.47 billion. All regions contributed to this growth, with Europe retaining its position as the largest region by sales value. We achieved double-digit growth in several European markets, especially in the UK, Central Eastern Europe, France, and Benelux. As anticipated, business in North America gained new momentum in the second half of 2024. Lindt & Sprüngli in the USA and Canada, along with Ghirardelli, posted solid single-digit growth and gained further market shares. In the "Rest of the World", we saw excellent performance in core markets like Brazil, Japan, and China at double-digit growth rates. The success is particularly noteworthy in the Global Retail organization, where significant growth was achieved in both physical and digital Lindt Shops. In 2024, we successfully gained global market share in both value and volume. Our key franchises, Lindor, Excellence, and Gold Bunny, drove growth. In all regions, the key franchise Lindor, the largest brand in our range, continued to achieve impressive sales figures and double-digit organic growth. In the reporting year, we maintained our marketing spending and launched several successful campaigns, such as the Valentine's Day TV campaign in several markets, which focussed on chocolate gifting opportunities on this special day, the "Gold Bunny Golden Trail" campaign in the UK; and a new Ghirardelli campaign in the USA. While traditional TV advertising remains a vital marketing pillar, we are also seeing a shift toward digital and social media platforms. Accordingly, we have made considerable investments to expand our presence on YouTube. Lindt & Sprüngli Group Sales 2024 CHF 5.47bn For the first time in 2024, Lindor secured an advertisement placement in the Super Bowl, which had a record-breaking viewership of 124 million viewers (47% female). This was the second-largest audience in US television history, outdone only by the Apollo moon landing in 1969. A subsequent evaluation showed that our brand awareness increased by 3% and brand preference by an impressive 11%. As brand awareness rises, our brand equity strengthens, encouraging consumers to pay a premium for our high-quality products. Our exquisite Lindor pralines in exclusive gift packaging are frequently favored for visits from friends, family celebrations during Easter and Christmas, and small thank-you gifts. Seasonal sales, driven by Easter and Christmas, significantly boosted growth. From the Lindt Gold Bunny to the Lindor Truffle, our products were highly sought after for gifting. Sales across all distribution channels - including Global Retail, where we operate stores under the Lindt, Ghirardelli, and Russell Stover brands, as well as online - performed exceptionally well, highlighting the value consumers place on personal connection, a wide variety of gifting options, and the unique experience offered in our physical stores. 6 Our Markets continued Europe 2024 saw a slowly rising consumer confidence, especially in Europe. Accordingly, we achieved double-digit growth in many European markets, especially in the UK, Central Eastern Europe, France, and Benelux. North America Our business in North America grew solidly in the reporting year, gaining significant market share. Lindt & Sprüngli consolidated its position as market leader in the premium segment in the region. Rest of the World In the emerging markets, we achieved strong organic growth, particularly in Brazil, Japan, and China. We expanded our Retail network to include New Zealand and Chile. 7 Our Markets continued Europe In "Europe", our largest region, Lindt & Sprüngli achieved sales of CHF 2.59 billion and organic growth of 9.5%. The UK, Central Eastern Europe, France, and Benelux, contributed to this strong result with double-digit growth. 8

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