16 Equity

Share capital

On 31 December 2023, the capital amounted to €2.7 million, consisting of 265.7 million ordinary shares. All DSM-Firmenich AG shares have a nominal value of €0.01 each. The outstanding shares provide an entitlement of one vote per share at the General Meeting of Shareholders. All rights attached to the company’s shares held by the Group (treasury shares) are suspended until those shares are reissued.

In 2023, a total of 167.3 million DSM N.V. shares were exchanged for DSM-Firmenich AG shares (ratio 1:1), 6.7 million new shares were issued and placed in the stock market, and 91.7 million DSM-Firmenich AG new shares were granted to the former Firmenich owners. All shares issued are fully paid.

A number of 6.7 million DSM N.V. shares were not tendered; the company has commenced a statutory buy-out procedure to acquire these shares, and recognized a liability of €649 million at the end of the reporting period.

Prior to the merger, Koninklijke DSM N.V. was the parent of the Group. The changes in the number of issued and outstanding shares in 2022 and 2023 until 8 May are shown in the following table.

On 28 April 2023, 44.0 million outstanding Cumulative preference shares A Koninklijke DSM N.V. were repurchased for the amount of €256 million. On 31 May 2023, all Cumulative preference shares A and C were canceled.

As of the completion of the merger, DSM-Firmenich AG is the new parent of the Group. The changes in the number of issued and outstanding shares starting 8 May are shown in the following table.

Share premium

The share premium increased by €11,260 million mainly due to the issuance of new shares (€11,758 million), partly offset by the dividend distribution out of share premium on 6 July 2023 of €425 million by DSM-Firmenich AG.

Treasury shares

In 2023, the Group did not repurchase own shares to fulfill its obligations under the share-based compensation plans. At 31 December 2023, dsm-firmenich possessed 0.4 million ordinary shares, or 0.15% of the share capital, for servicing share-option rights and share plans. The average purchase price of the ordinary treasury shares as at 31 December 2023 was €112.34.

Other reserves in Shareholders’ equity

The increase in the Translation reserve in 2023 is mainly caused by a weakening of the euro against the Swiss franc versus a strengthening against the US dollar and Chinese renminbi. As a consequence, the total value of the subsidiaries increased, which led to a positive exchange difference of €144 million.

Additional information on the reserves is provided in Note 6 Share capital to the Parent company financial statements.

Dividend

Prior to the merger, dividend was paid to the holders of cumulative preference shares A and of non-tendered ordinary shares of Koninklijke DSM N.V. In the subsequent period, the Group paid a dividend to the holders of ordinary shares of DSM-Firmenich AG.

Deeply subordinated fixed rate resettable perpetual notes

Firmenich International SA issued deeply subordinated fixed rate resettable perpetual notes for the amount of €750 million on 3 June 2020 with a coupon of 3.75% payable annually at the sole discretion of the issuer until the first reset date i.e. 3 September 2025. Thereafter, the interest rate is reset every 5 years. In 2023, the remuneration on the deeply subordinated fixed rate resettable perpetual notes amounts to €28 million. In accordance with the provisions of IAS 32 Financial Instruments – Presentation, this instrument is accounted for in equity.