Accounting Policy
dsm-firmenich classifies shares and other financial instruments, for which settlement of the contractual obligations is at the sole discretion of dsm-firmenich, as equity.
The price paid for repurchased dsm-firmenich shares (treasury shares), or the price to be paid for future repurchases of dsm-firmenich shares (equity forward contracts), is deducted from dsm-firmenich shareholders’ equity until the shares are reissued. Treasury shares are presented in the treasury share reserve. When treasury shares are sold or reissued, the amount received is recognized as an increase in equity.
Dividend to be distributed to holders of ordinary shares is recognized as a liability when the Annual General Meeting approves the profit appropriation.
|
|
2024 |
|
2023 |
|---|---|---|---|---|
Balance at 1 January |
|
23,070 |
|
10,845 |
|
|
|
|
|
Net profit for the year |
|
280 |
|
2,153 |
Other comprehensive income |
|
173 |
|
30 |
Stock options and share units granted |
|
31 |
|
23 |
Dividend |
|
(667) |
|
(582) |
Proceeds from issuance of new shares |
|
– |
|
11,510 |
Expenditures related to issuance of new shares |
|
(4) |
|
(29) |
Proceeds from reissue of shares |
|
21 |
|
24 |
Acquisition of NCI without a change in control |
|
– |
|
48 |
Acquisition (divestment) of subsidiary with NCI |
|
(17) |
|
(4) |
Repurchase of shares |
|
(52) |
|
(256) |
Forward contracts to repurchase shares |
|
(105) |
|
– |
Liability i.r.t. buy-out non-tendered shares DSM B.V. |
|
– |
|
(649) |
Remuneration on deeply subordinated perpetual notes |
|
(28) |
|
(28) |
Other changes |
|
(5) |
|
(15) |
Balance at 31 December |
|
22,697 |
|
23,070 |
Share capital
On 31 December 2024, the capital amounted to €2.7 million, consisting of 266 million ordinary shares (same on 31 December 2023). 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 Annual General Meeting. All rights attached to the company’s shares held by the Group are suspended until those shares are reissued.
The changes in the number of issued and outstanding shares of DSM-Firmenich AG are shown in the table below.
|
|
Issued shares |
|
Treasury shares (incl. forward contracts) |
|---|---|---|---|---|
Balance at 1 January 2023 |
|
– |
|
– |
|
|
|
|
|
Issue of new shares via tender process |
|
167,321,557 |
|
|
Issue of new shares via placement in the market |
|
98,354,831 |
|
|
Swap treasury shares DSM B.V. to DSM-Firmenich AG |
|
|
|
662,616 |
Reissue of shares in connection with share-based payments |
|
|
|
(270,044) |
Balance at 31 December 2023 |
|
265,676,388 |
|
392,572 |
|
|
|
|
|
Number of treasury shares at 31 December 2023 |
|
(392,572) |
|
|
Number of shares outstanding at 31 December 2023 |
|
265,283,816 |
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
265,676,388 |
|
392,572 |
|
|
|
|
|
Repurchase of shares |
|
|
|
500,000 |
Forward contracts to repurchase shares |
|
|
|
1,000,000 |
Reissue of shares in connection with share-based payments |
|
|
|
(488,387) |
Balance at 31 December 2024 |
|
265,676,388 |
|
1,404,185 |
|
|
|
|
|
Number of treasury shares at 31 December 2024 |
|
(404,185) |
|
|
Forward contracts to repurchase shares at 31 December 2024 |
|
(1,000,000) |
|
|
Number of shares outstanding at 31 December 2024 |
|
264,272,203 |
|
|
Share Premium
The share premium decreased by €418 million (2023: increase by €11,260 million) mainly due to the part of the dividend that was distributed out of share premium in 2024 amounting to €414 million (2023: €425 million).
Other reserves in Shareholders’ equity
|
|
Translation reserve |
|
Hedging reserve |
|
Reserve for share-based compensation |
|
Fair value reserve |
|
Total |
|---|---|---|---|---|---|---|---|---|---|---|
Balance at 1 January 2023 |
|
424 |
|
(33) |
|
44 |
|
(72) |
|
363 |
|
|
|
|
|
|
|
|
|
|
|
Changes: |
|
|
|
|
|
|
|
|
|
|
Fair-value changes of derivatives |
|
– |
|
34 |
|
– |
|
– |
|
34 |
Release to income statement |
|
6 |
|
(7) |
|
– |
|
– |
|
(1) |
Fair-value changes of other financial assets |
|
– |
|
– |
|
– |
|
(65) |
|
(65) |
Exchange differences |
|
144 |
|
– |
|
– |
|
– |
|
144 |
Stock options and share units granted |
|
– |
|
– |
|
23 |
|
– |
|
23 |
Stock options and share units exercised/canceled |
|
– |
|
– |
|
(23) |
|
– |
|
(23) |
Transfer to retained earnings |
|
– |
|
– |
|
– |
|
(5) |
|
(5) |
Income tax |
|
– |
|
(1) |
|
– |
|
5 |
|
4 |
Total changes |
|
150 |
|
26 |
|
– |
|
(65) |
|
111 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023 |
|
574 |
|
(7) |
|
44 |
|
(137) |
|
474 |
|
|
|
|
|
|
|
|
|
|
|
Changes: |
|
|
|
|
|
|
|
|
|
|
Fair-value changes of derivatives |
|
– |
|
(40) |
|
– |
|
– |
|
(40) |
Release to income statement |
|
10 |
|
– |
|
– |
|
– |
|
10 |
Fair-value changes of other financial assets |
|
– |
|
– |
|
– |
|
13 |
|
13 |
Exchange differences |
|
174 |
|
– |
|
– |
|
– |
|
174 |
Stock options and share units granted |
|
– |
|
– |
|
31 |
|
– |
|
31 |
Stock options and share units exercised/canceled |
|
– |
|
– |
|
(27) |
|
– |
|
(27) |
Transfer to retained earnings |
|
– |
|
– |
|
– |
|
71 |
|
71 |
Income tax |
|
– |
|
6 |
|
– |
|
(2) |
|
4 |
Total changes |
|
184 |
|
(34) |
|
4 |
|
82 |
|
236 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2024 |
|
758 |
|
(41) |
|
48 |
|
(55) |
|
710 |
Treasury shares and forward contracts to repurchase shares
In 2024, the Group repurchased 0.5 million shares for an amount of €52 million to fulfill its obligations under share-based compensation plans.
dsm-firmenich concluded an equity forward contract to repurchase 1.0 million shares. The total consideration amounted to €105 million; it will take delivery of the shares against payment of the forward price of €109 million on 24 April 2025.
At 31 December 2024, dsm-firmenich possessed 0.4 million (2023: 0.4 million) shares, or 0.15% (2023: 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 2024 was €104.62 (2023: €112.34).
The increase in the Translation reserve in 2024 is mainly caused by a strengthening of the euro against the Swiss franc versus a weakening 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 €174 million (2023: €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 in May 2023, dividend was paid to the holders of cumulative preference shares A and of non-tendered ordinary shares of DSM B.V. Since the merger date, the Group has paid dividend to the holders of DSM-Firmenich AG shares.
In 2024, the Group distributed dividend amounting to €660 million (2023: €582 million) partly out of share premium (€414 million; 2023: €425 million); the remaining dividend amounting to €246 million (2023: €157 million) was distributed out of retained earnings.
|
|
2024 |
|
2023 |
|---|---|---|---|---|
Shareholders DSM B.V. |
|
|
|
|
Cumulative preference shares A: - (2023: €0.14) |
|
– |
|
6 |
Final dividend ordinary shares: - (2023: €22.58) |
|
– |
|
151 |
|
|
|
|
|
Shareholders DSM-Firmenich AG |
|
|
|
|
Dividend per share: €2.50 (2023: €1.60) |
|
660 |
|
425 |
Total |
|
660 |
|
582 |
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 five years. In 2024, the remuneration on the deeply subordinated fixed rate resettable perpetual notes amounts to €28 million (2023: €28 million), as shown in the table ‘Movements in equity’. In accordance with the provisions of IAS 32 Financial Instruments: Presentation, this instrument is accounted for in equity.