Our ref: RZ\JMCK\02 3000 0083Partner: Ross ZaurriniDirect line: +61 2 9258 6840Email: ross. zaurrini@ashurst. comContact: John McKellar, LawyerDirect line: +61292585694Email: john. mckellar@ashurst. com

11 March 2015

BY EMAIL and HAND

Ashurst Australia

Level 36, Grosvenor Place

225 George Street

Sydney NSW 2000Australia

GPO Box 9938

Sydney NSW 2001Australia

Tel +61 2 9258 6000Fax +61 2 9258 6999DX 388 Sydneywww.ashurst. com

Richard ChadwickGeneral ManagerAdjudication BranchAustralian Competition & Consumer CommissionLevel 20175 Pitt StreetSydney NSW 2000

askrst

Dear Mr Chadwick

Form G - Notification of exclusive dealing by Lindt & Sprungli (Australia) Pty Ltd

We enclose on behalf of Lindt & Sprungli (Australia) Pty Ltd a Form G - Notification of exclusivedealing.

We also enclose a cheque for $100 as payment of the applicable lodgement fee.

If you have any questions in relation to this notification, please contact Ross Zaurrini on +61 29258 6840 or John McKellar on +61 2 9258 5694

Yours faithfully

A^rs-f- As7W/q

Ross ZaurriniPartner

John McKellarLawyer

Enc

AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN PAPUA NEW GUINEASAUDI ARABIA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA

Ashurst Australia (ABN 75 304 2S6 095) Is a general partnership constituted under the laws of the Australian Capital Territory and Is part of theAshurst Group. The Ashurst Group has an office In each of the places listed above.234120852.01

c^IMiCTiSJMISSIONi

Form G

Commonwealth of AustraliaCompetition and Consumer Act 2010- subsection 93 (1)NOTIFICATION OF EXCLUSIVE DEALING

To the Australian Competition and Consumer Commission;

Notice is hereby given, in accordance with subsection 93 (1) of the Competition andConsumer Act 2010, of particulars of conduct or of proposed conduct of a kindreferred to subsections 47-(2), (3), (4), (5), (6), (7), (8) or (9) of that Act in which theperson giving notice engages or proposes to engage,PLEASE FOLLOW DIRECTIONS ON BACK OF THIS FORM

1. Applicant

(a) Name of person giving notice:(Refer to direction 2)

Lindt & Sprungli (Australia) Pty Ltd ABN 43 079 224 892 (Lindt)

(b) Short description of business carried on by that person:(Refer to direction 3)

Lindt distributes premium chocolate products to retailers across Australia.It also sells Lindt products directly to end consumers through Lindt brandedcafes located in Sydney and Melbourne.

(c) Address in Australia for service of documents on that person:C/0- Ashurst Australia

Level 35, 225 George Street, Sydney NSW 2000

2. Notified arrangement

(a) Description of the goods or services in relation to the supply or acquisitionof which this notice relates:

This notice relates to the supply of:

. Lindt Lindor Sea Salt Caramel products (611439 Sea Salt Caramel

l54g Gift Box or 611438 Sea S&lt Caramel 130g Bag) (Lindt LindorSea Salt Caramel products) at Woolworths stores nationally; and

f a major prize to the winner of the proposed Lindt promotion, consistingof:

o two (2) return economy flights (including any applicableairport/airline taxes) from the winner's nearest capital city toZurich, Switzerland;

o ten (10) nights minimum three (3) star accommodation (twinshare) in Zurich for two (2) adults [Hotel);

i11 MAR 2015

Page I of 8

o attendance at a "Meet and Greet with Rodger Federer" event(details to be confirmed, subject to Roger Federer'savailability);

o participation in a Lindt chocolate workshop at the Lindt headoffice in Kilchberg; and

o transfers to and from an airport in Zurich to the Hotel(Major Prize).

. runner up prizes to runners up of the proposed Lindt promotion, eachconsisting of a one-year supply of Lindt Lindor chocolate badscomprising one (1) delivery valued at AU$1, 120 (RRP) (includingGST) (Runner Up Prize).

(b) Description of the conduct or proposed conduct:(Refer to direction 5)

Lindt is proposing to run a promotion in conjunction with Woolworths inwhich eligible customers who purchase Lindt Lindor Sea Salt Caramelproducts from any Woolworths store will be entitled to submit an entry intoa competition to win the Major Prize and Runner Up Prizes (Promotion),The winner and the runners up will be chosen based on their answer to thequestion: "In 25 words or less tell us why is Sea Salt Caramel the perfectmatch for Lindor?",

The Promotion will only be open to eligible customers who purchase LindtLindor Sea Salt Caramel products at a Woolworths store, and will not beopen to customers who do not purchase Lindt Lindor Sea Salt Caramelproducts or who purchase Lindt Lindor Sea Salt Caramel products from aretailer other than Woolworths.

Accordingly, the conduct is at risk of being characterised as Lindt:

. supplying or offering to supply an opportunity to win the Major Prizeor a Runner Up Prize on condition that a customer acquire a Lindt

Lindor Sea Salt Caramel product from Woolworths; or

. refusing to supply an opportunity to win the Major Prize or a RunnerUp Prize for the reason that a customer has not acquired a Lindt Lindor

Sea Salt Caramel product from Woolworths.

Importantly, the Promotion is completely voluntary. Customers purchasingLindt Lindor Sea Salt Caramel products from a Woolworths store are at

liberty to ignore the Promotion and do not need to submit an entry

Further details are provided in the Annexure attached.

Page 2 of 8

3. Persons, or classes of persons, affected or likely to be affected by thenotified conduct

(a) Class or classes of persons to which the conduct relates:(Refer to direction 5)

Customers who purchase Lindt Lindor Sea Salt Caramel products fromWoolworths during the promotional period (see the Annexure for furtherdetails).

(b) Number of those persons ;

(i) At present time:

Not applicable.

(ii) Estimated within the next year'(Refer to direction 6)

Not known to Lindt but likely to be more than 75, 000.

(c) Where number of persons stated in item 3 (b) (i) is less than 50, their namesand addresses:

N/A

4. Public benefit claims

(a) Arguments in support of notification:(Refer to direction 7)

The notified conduct will resuh in a number of public benefits:

i. Consumers will be given the opportunity to win valuable prizes,including the opportunity to win a trip for two to Switzerland to meetRoger Federer (accommodation and flights included) and participationin a Lindt chocolate workshop at the Lindt head office in Kilchberg (orone of 55 runner up prizes).

Competitors of Lindt may be encouraged to offer similar promotionaldeals to end consumers, thus fostering competition and innovation in

product offerings.

Competitors of Woolworths may be encouraged to procure similarpromotional deals for their customers, similarly fostering competitionand innovation in product offerings.

(b) Facts and evidence relied upon in support of these claims:

As discussed above.

5. Market definition

Provide a description of the market(s) in which the goods or servicesdescribed at 2 (a) are supplied or acquired and other affected markets

11.

111.

Page 3 of 8

11.

including: significant suppliers and acquirers; substitutes available for therelevant goods or services; any restriction on the supply or acquisition ofthe relevant goods or services (for example geographic or legal restrictions):(Refer to direction 8)

The proposed conduct relates to the following market(s):

the market(s) in which chocolate products are supplied to retailers; and

the market(s) in which chocolate products are supplied to endconsumers,

6. Public detriments

(a)

11.

Detriments to the public resulting or likely to result from the notification, inparticular the likely effect ofthe'notified conduct on the prices of the goodsor services described at 2 (a) above and the prices of goods or services inother affected markets:(Refer to direction 9)

The proposed conduct will not result in any detriment, as:

i. The Promotion is voluntary - consumers can choose not to enter thePromotion, that is, not logon to www. lindt. com and complete the entryform.

Consumers are under no obligation to purchase Lindt Lindor Sea SaltCaramel products from Woolworths and could instead purchase theseproducts from a range of other retailers including Coles, IGA and avariety of other smaller retailers,

Consumers can choose to purchase competing chocolate products madeby other chocolate distributors (such as Mars and Cadbury), which arewidely available in supermarkets and convenience stores.

The Promotion will have no detrimental effect on competition betweenchocolate manufacturers or retailers. Other chocolate distributors willstill be able to arrange trade promotions with Woolworths or anynumber of other retailers if they choose to do so.

(b) Facts and evidence relevant to these detriments;

As discussed above.

111.

IV.

Page 4 of 8

7. Further information

(a) Name, postal address and contact telephone details of the person authorisedto provide additional information in relation to this notification:

Ross Zaurrini

Partner

Ashurst Australia

Level 41, 225 George Street,

SYDNEY, NSW 2000

Dated., n ^ . /-s

Signed by/on behalf of the applicant

... 0^^^. <1..(Signature)

,^L/^ ... ^C^Q?. ^...

(Full Name)

Lindt & Sprungli (Australia) Pty Ltd ABN 43 079 224 892(Organisation)

-/^^ ?^r. /^.^,^ ^.(Position in Organisation)

i11 MAR 2015

Page 5 of 8

DIRECTIONS

1. In lodging this form, applicants must include all information, including supportingevidence that they wish the Commission to take into account in assessing theirnotification.

Where there is insufficient space on this form to furnish Ihe required information,the information is to be shown on separate sheets, numbered consecutively andsigned by or on behalf of the applicant.

2. If the notice is given by or on behalf of a corporation, the name of the corporationis to be inserted in item 1 (a), not the name of the person signing the notice, andthe notice is to be signed by a person authorised by the corporation to do so,

3. Describe that part of the business of the person giving the notice in the course ofthe which the conduct is engaged in.

4. If particulars of a condition or of a reason of the type referred to in section 47 ofthe Competition and Consumer Act 2010 have been reduced in whole or in part towriting, a copy of the writing is to be provided with the notice.

5. Describe the business or consumers likely to be affected by the conduct.

6. State an estimate of the highest number of persons with whom the entity givingthe notice is likely to deal in the course of engaging in the conduct at any timeduring the next year.

7. Provide details of those public benefits claimed to result or to be likely to resultfrom the proposed conduct including quantification of those benefits wherepossible,

8, Provide details of the market(s) likely to be affected by the notified conduct, inparticular having regard to goods or semces that may be substitutes for the goodor service that is the subject matter of the notification.

9, Provide details of the detriments to the public which may result from the proposedconduct including quantification of those detriments where possible.

Page 6 of 8

ANNEXURENOTIFIED CONDUCT

The notified conduct is in respect of a trade promotion Lindt proposes to run inconjunction with Woolworths in which eligible customers who purchase Lindt LindorSea Salt Caramel products from Woolworths during the promotional period will begiven the opportunity to enter a competition in which a winner and runners up will beadjudged and awarded prizes.

Entry is open to Australian residents aged 18 years and over who are available totravel to Switzerland for 10 nights during July - December 2015.

The Promotion will commence at 9.00am Australian Eastern Standard Time (AEST)on 27 April 2015 and end at 11.59pm AEST on 17 May 2015 (Promotional Period).

To enter, eligible entrants must complete the following two (2) steps during thePromotional Period:

a) purchase one (1) Lindt Lindor Sea Salt Caramel product from any Woolworthsstore nationally; and

b) visit www.Iindt.com (Websife), follow the prompts to the Promotion entrypage, complete all of the requested details including full name, date of birth,fiitl residential address, valid email address, telephone number, and respond tothe following question: "In 25 words or less fell us why is Sea Salt Caramelthe perfect match for Lmdor?" (Competition Question), and submit the fullycompleted entry form. Entrants can access the Website via a computer or viaa compatible mobile phone or tablet.

Multiple entries are permitted, Only one (1) entry is permitted per one (1) LindtLindor Sea Salt Caramel product purchased during the Promotional Period, Eachentry must be submitted separately and in accordance with the relevant terms andconditions.

Entrants must retain a copy of their purchase receipt(s) for each entry as proof ofpurchase.

Judging of all valid, eligible entries submitted during the Promotional Period will takeplace on 21 May 2015 at 2pm AEST at Level 7, 299 Elizabeth Street, Sydney, NSW2000 (Judging).

All eligible entries will be assessed in the Judging process.

The best answer to the Competition Question will win the Major Prize (Winner). Thesecond (2nd) to fifty-sixth (56th) best answers to the Competition Question will eachwin a Runner Up Prize (Runners Up).

The Winner and the Runners Up will be notified by telephone and email on or before26 May 2015. The Winner and Runners Up names will be published in The Avsiralianon 15 June 2015,

Page 7 of 8

The Major Prize must be taken during July - December 2015, with the exact traveldates to be determined and confirmed by Lindt closer to the actual travel dates andsubject to booking and flight availability.

Each Runner Up Prize will be delivered to the nominated residential address of theRunner Up, as provided in the Runner Up's entry form. The Runner Up Prizes will bedelivered to the Runners Up on or before 19 June 2015.

If Lindt is unable to contact the Winner or any of the Runners Up to claim fulfilmentof the Major Prize or Runner Up Prizes (as applicable) within 14 days of the Judging,that Winner or Runner Up (as applicable) will forego their prize in its entirety and therelevant prize will be awarded to the next best entry as assessed by the judges duringthe Judging.

If any prize (or part of any prize) is unavailable, Lindt, in its discretion, reserves theright to substitute the prize (or that part of the prize) with a prize to the equal valueand/or specification, subject to any written directions from a regulatory authority,

If Roger Federer is unavailable for the Meet and Greet in Switzerland due to anyreason beyond the reasonable control of Lindt, Lindt reserves the right to cancel theMeet and Greet component of the Major Prize.

All relevant terms and conditions for the Promotion (including for the collection andhandling of personal information) will be available on the Website,

Page 8 of 8