Group & capital structure and shares

Group structure

DSM-Firmenich AG and Group companies

DSM-Firmenich AG is the parent company of the dsm-firmenich Group (the ‘Group’ or ‘dsm-firmenich’). DSM-Firmenich AG is a Company organized under Swiss law with its registered office at Wurmisweg 576, 4303 Kaiseraugst, Switzerland. The Group’s operating businesses are organized into four Business Units: Perfumery & Beauty, Taste, Texture & Health, Health, Nutrition & Care and Animal Nutrition & Health. The principal subsidiaries of the Group are shown in Note 3 to the Parent company financial statements.

Significant Shareholders

Shareholdings of 3% or more in the Company must be disclosed to the Dutch Authority for the Financial Markets (AFM). Information about substantial holdings and gross short position of shares can be found here.

Cross-shareholdings

As at 31 December 2023, DSM-Firmenich AG had no cross-shareholdings.

Capital structure

Share capital

As at 31 December 2023, the share capital of DSM-Firmenich AG amounted to €2,656,763.88, divided into 265,676,388 fully paid-up registered shares with a par value of €0.01 each. In addition, the Company has conditional capital of €132,838.19 (corresponding to 13,283,819 registered shares with a par value of €0.01 each) for employee benefit plans and equity-linked financing instruments.

For the period until 18 April 2028, the Company has a capital band authorizing the Board of Directors to conduct one or more capital increases within an upper limit of €265,676.39 (corresponding to 26,567,639 registered shares with a par value of €0.01). The upper limit is reduced to the extent that new shares are issued under the conditional capital. For a description of the terms and conditions of the issuance of conditional and capital increases under the capital band, please refer to Art. 3a, 3b and 3c of the Articles of Association.

Shares are listed on Euronext Amsterdam under symbol DSFIR (ISIN CH1216478797). In the United States, a sponsored unlisted American Depositary Receipts (ADR) program is offered by Deutsche Bank Trust Co. Americas under symbol DR (ISIN US7802491081), with four ADRs representing the value of one share.

Multi-deposit structure

The shares have a multi-deposit structure in which they are deposited in the central security depositories (CSDs) of both the Netherlands and Switzerland. This means that the shares can be held either via Euroclear Nederland (‘Euronext shares’; ISIN CH1216478797) or via the Company’s share register at SIX SIS in Switzerland (‘SIX SIS shares’; ISIN CH1267772122).

The shares can only be traded on Euronext Amsterdam. Settlement of the shares is possible through the facilities of Euroclear Nederland. SIX SIS shares can be exchanged into Euronext Shares and vice-versa at any time.

If requested by a Shareholder, the Company facilitates, through ABN AMRO Bank N.V. Corporate Broking & Issuer Services (email: contact.dsm-firmenich@nl.abnamro.com, telephone +31 20 6286070), the transfer of their shares from the facilities of Euroclear Nederland to the facilities of SIX SIS, and vice versa. Shareholders wishing to do so should contact their custodian bank or broker, which has to contact ABN AMRO, to affect such transfers.

Changes in capital

Since the completion of the merger, there have been no changes to the Company’s share capital. For changes in the share capital prior to the completion of the merger, please refer to  Note 6 Share capital to the Parent company financial statements.

Convertible bonds and options

There are no bonds, warrants or options or other securities granting rights to shares other than options and share units (PSUs and RSUs) granted under equity-based participation plan of employees.

Merger-related accelerated book-building and dividend

Accelerated book-building

On 25 May 2023, the Company executed a share placement of 6,696,477 ordinary shares. These shares, representing approximately 2.5% of the Company’s share capital, were sold to institutional investors, at a price of €109.50 per share. The Company intends to use these total proceeds of €733 million to fund the cash consideration payable in relation to the buy-out procedure of the DSM Shareholders that had not tendered.

Dividend

On 29 June 2023, as part of the settlement of the merger of DSM and Firmenich, the Extraordinary General Meeting approved the payment of a dividend per share in the amount of €1.60. The dividend was fully paid out of the reserve from capital contributions. The dividend payment was paid without deduction of any Swiss withholding tax.

Share price

From the First Trading Date until the end of 2023 the share price decreased by 22%. The highest price in that period was €120.72 (24 April 2023), the lowest one €76.13 (24 October 2023).

Share price development