Compensation of the Board of Directors

Set-up of the compensation of the Board of Directors

Our remuneration approach is designed to engage qualified independent directors who possess the required balance of personal skills, competencies, and experience. To ensure that we provide a fair and competitive remuneration, we conduct regular benchmarking. It is market practice to review the remuneration of the Board of Directors against practices in the country of domicile, so the companies included in the Swiss Market Index (SMI) serve as the benchmark (excluding companies whose compensation levels are considered materially higher than the SMI companies). The fees set are below the median of the reference group.

The remuneration consists of a Base Fee and Committee Fees to ensure that Members of the Board of Directors utilize their skills and competences to the maximum extent and to reflect the nature of their responsibilities and time spent. The Chair receives no fees concerning his participation in any Committee. To safeguard independence, fees are not linked to the achievement of any predefined individual or company performance targets. The fees for the Members of the Board of Directors are set and paid in CHF.

Annual Base and Committee Fees are set as included in the table below.

To align the interests of the Members of the Board of Directors with other stakeholders, half of the Base Fee is awarded in Restricted Share Units (RSUs) i.e., the right to receive a dsm-firmenich share at vesting. It is explicitly noted that RSUs are not tied to any individual or company performance targets. The grant of RSUs is subject to the following guidelines:

• The number of RSUs to be granted will be calculated considering the share price at the grant date (i.e., the day after the AGM of the relevant year)
• RSUs do not carry voting rights and do not provide eligibility for dividend payments
• Vesting and holding period: three years, starting at grant date
• The possibility to conduct a sell-to-cover transaction at vesting to settle taxes due at the respective moment in time
• Upon leaving the Board, all outstanding RSUs recorded as unvested at termination date shall vest, subject to a holding obligation of the vested shares of a minimum of one year

The company pays employer contributions to social security systems in line with applicable regulations. These amounts are not included in the maximum amount for remuneration of the Board as approved by the General Meeting. Other than mandatory contributions to the company pension plan (‘second pillar’) applicable because of Swiss regulations, the fees are not pensionable. No mandatory shareholding requirement applies for the Members of the Board, no loans will be provided to Members of the Board of Directors, and expenses incurred in fulfilling duties are reimbursed, paid on submission of a statement of expenses.

Assignment to Committees

As of the 2024 AGM, Mr. Pradeep Pant is no longer a member of the Board of Directors. All other Members of the Board of Directors were re-elected at the 2024 AGM. The Members of the Board of Directors are assigned to the various Committees, as included in the table below.

Compensation provided to the Members of the Board of Directors in 2024

Considering the decision that 50% of the Base Fee will be awarded in cash and the remaining 50% in equity, the tables below provide an overview of the total cash remuneration and the RSU grant in 2024.

The company did not provide any loans to the Members of the Board of Directors, nor were payments made by subsidiaries of dsm-firmenich (except for payments regarding advisory roles observed by Members of the Board of Directors, including the Scientific Advisory Board, as included under ‘Other’).

No loans/credit facilities were granted, nor were payments (directly or indirectly) made to persons closely connected to the Members of the Board of Directors (Closely Associated Persons). (Audited).

Compensation voting

The General Meeting of DSM-Firmenich AG on 7 May 2024 approved (with 98.07% in favor) a maximum total amount of remuneration for the Board of Directors of €3,651,947 for the period starting 8 May 2024 until 2025 AGM on 6 May.

The approved maximum amount was based on the following considerations:

• The amount does not include the company-related part of social security contributions paid in line with applicable regulations
• Exchange rate fluctuations are not included
• Other than mandatory contributions to the company pension plan (‘second pillar’) applicable because of Swiss regulations, the fees are not pensionable
• A sum was included to cover unforeseen circumstances

The table below provides an overview of the total maximum amount of remuneration as approved by the 2024 Annual General Meeting (AGM) for the period as of the 2024 AGM until the 2025 AGM and the actual remuneration (excluding social security contributions) awarded as of 8 May 2024 until year-end and the allocated amount to be paid over the period 1 January 2025 until 6 May 2025, thereby considering the Average Fx rate that applied for 2024. The total remuneration provided in 2024 to the Members of the Board of Directors amounted to €3,493,947 (€3,031,614 in 2023), excluding social security charges for the account of the company. This includes the value of the RSU grant: €1,454,370 (€1,462,957 in 2023) based on the face value (i.e., opening price) at the grant date. It is estimated that the total remuneration for the Board of Directors for the period 1 January 2025 until 6 May 2025 will amount to €681,550. Added to the remuneration provided in 2024 (8 May–31 December), the total amount of €3,397,866 remains within the approved maximum amount.

In the 2023 Compensation report, it was confirmed that the Board of Directors’ compensation in 2023 and the at the time allocated remuneration for the period 1 January until the 2024 AGM was expected to remain within the approved envelope as approved by the General Meeting. Considering the payments actually made between 1 January and 7 May (2024 AGM), this is reconfirmed.

Shareholding

By the end of 2024, the Members of the Board of Directors, including Closely Associated Persons, held 16,078,913 (end 2023: 16,078,901) ordinary shares and 30,755 (2023: 17,041) RSUs. The table below provides an overview, detailing:

• The number of ordinary shares held by each individual member of the Board of Directors on 31 December of the relevant year
• The number of outstanding RSUs held by each individual Member of the Board of Directors on 31 December of the relevant year