Group structure, 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 Investments to the Parent Company Financial Statements. The Company does not have any publicly listed subsidiaries.

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.

The Company has entered into relationship agreements with members of the Firmenich Family (as such term is defined in Article 4.4 of the Articles of Association) which govern the relationship between the parties.

Cross-shareholdings

As at 31 December 2024, DSM-Firmenich AG had no cross-shareholdings.

Capital structure

Share capital

As at 31 December 2024, 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 a 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.

Until 18 April 2028, the Company will have 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 Articles 3a, 3b, and 3c of the Articles of Association.

Shares are listed on Euronext Amsterdam under the symbol DSFIR (ISIN CH1216478797). In the US, a sponsored unlisted American Depositary Receipts (ADR) program is offered by Deutsche Bank Trust Company Americas under the 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 are 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 must contact ABN AMRO, to effect such transfers.

Changes in capital

There were no changes to the Company’s share capital in 2024.

Convertible bonds and options

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

Dividend and share price

Dividend

On 7 May 2024, the Annual General Meeting of DSM-Firmenich AG adopted the proposal for a dividend payment of €2.50 per ordinary share.

The dividend was paid on 16 May 2024, partially (62.7%) out of capital contribution reserves and partially (37.3%) out of available earnings.

Share price

In 2024, the share price increased by 7.17%. The highest price in 2024 was €123.65 (30 September 2024) and the lowest was €87.69 (5 January 2024).

Share price development