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. Dividends to be distributed to holders of ordinary shares are recognized as a liability when the Annual General Meeting approves the profit appropriation.
|
|
2025 |
|
2024 |
|---|---|---|---|---|
Balance at January 1 |
|
22,697 |
|
23,070 |
|
|
|
|
|
Net profit (loss) for the year |
|
(1,039) |
|
280 |
Other comprehensive income |
|
(549) |
|
173 |
Stock options and share units granted |
|
38 |
|
31 |
Dividend |
|
(718) |
|
(667) |
Expenditures related to issuance of new shares |
|
– |
|
(4) |
Proceeds from reissue of shares |
|
5 |
|
21 |
Acquisition of NCI without a change in control |
|
(101) |
|
– |
Acquisition (divestment) of subsidiary with NCI |
|
– |
|
(17) |
Repurchase of shares |
|
– |
|
(52) |
Forward contracts to repurchase shares |
|
– |
|
(105) |
Repurchase own shares covering SBC plans |
|
(80) |
|
– |
Repurchase own shares for cancellation purposes |
|
(996) |
|
– |
Remuneration and redemption of hybrid bonds (equity) |
|
(776) |
|
(28) |
Other changes |
|
(58) |
|
(5) |
Balance at December 31 |
|
18,423 |
|
22,697 |
Share capital
On December 31, 2025, the capital amounted to €2.7 million, consisting of 266 million ordinary shares (same as on December 31, 2024). All DSM-Firmenich AG shares have a nominal value of €0.01 each. The outstanding shares are fully paid and 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 shares1 |
||||
|---|---|---|---|---|---|---|---|---|
Balance at January 1, 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 December 31, 2024 |
|
265,676,388 |
|
1,404,185 |
||||
|
|
|
|
|
||||
Number of treasury shares at December 31, 2024 |
|
(404,185) |
|
|
||||
Forward contracts to repurchase shares at December 31, 2024 |
|
(1,000,000) |
|
|
||||
Number of shares outstanding at |
|
264,272,203 |
|
|
||||
|
|
|
|
|
||||
Balance at January 1, 2025 |
|
265,676,388 |
|
1,404,185 |
||||
|
|
|
|
|
||||
Repurchase own shares covering SBC plans |
|
|
|
881,355 |
||||
Repurchase own shares for cancellation purposes |
|
|
|
12,049,441 |
||||
Settlement forward contracts to repurchase shares |
|
|
|
(1,000,000) |
||||
Increase treasury shares due to the settlements of forward contracts |
|
|
|
1,000,000 |
||||
Reissue of shares in connection with share-based payments |
|
|
|
(188,990) |
||||
Balance at December 31, 2025 |
|
265,676,388 |
|
14,145,991 |
||||
|
|
|
|
|
||||
Number of treasury shares at December 31, 2025 |
|
(14,145,991) |
|
|
||||
Number of shares outstanding at |
|
251,530,397 |
|
|
||||
|
||||||||
Share premium
The share premium decreased by €379 million (2024: decreased by €418 million) due to the part of the dividend that was distributed out of share premium in 2025 (2024: €414 million).
Other reserves
The Other reserves in shareholders’ equity consist of the Translation reserve, Hedging reserve, Reserve for share-based compensation and Fair value reserve.
The decrease in the Translation reserve in 2025 is mainly caused by a strengthening of the euro against the US dollar, the Chinese renminbi, and the Indian rupee, versus a weakening against the Swiss franc. As a consequence, the total value of the subsidiaries increased, which led to a negative exchange difference of €689 million (2024: €174 million positive).
Additional information on the reserves is provided in Note 7 Legal capital reserves to the Parent Company Financial Statements.
|
|
Translation reserve |
|
Hedging reserve |
|
Reserve for share-based compensation |
|
Fair value reserve |
|
Total |
|---|---|---|---|---|---|---|---|---|---|---|
Balance at |
|
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 |
|
758 |
|
(41) |
|
48 |
|
(55) |
|
710 |
|
|
|
|
|
|
|
|
|
|
|
Changes: |
|
|
|
|
|
|
|
|
|
|
Fair-value changes of derivatives |
|
– |
|
69 |
|
– |
|
– |
|
69 |
Release to income statement |
|
61 |
|
– |
|
– |
|
– |
|
61 |
Fair-value changes of other financial assets |
|
– |
|
– |
|
– |
|
(25) |
|
(25) |
Exchange differences |
|
(689) |
|
– |
|
– |
|
– |
|
(689) |
Stock options and share units granted |
|
– |
|
– |
|
38 |
|
– |
|
38 |
Stock options and share units exercised/canceled |
|
– |
|
– |
|
(19) |
|
– |
|
(19) |
Transfer to retained earnings |
|
– |
|
– |
|
– |
|
(10) |
|
(10) |
Income tax |
|
(26) |
|
(3) |
|
– |
|
3 |
|
(26) |
Total changes |
|
(654) |
|
66 |
|
19 |
|
(32) |
|
(601) |
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
104 |
|
25 |
|
67 |
|
(87) |
|
109 |
Treasury shares and forward contracts to repurchase shares
On April 24, 2025, dsm-firmenich took delivery of the 1.0 million shares that were repurchased via an equity forward contract in 2024 against payment of the forward price of €109 million. The total consideration amounted to €105 million.
In 2025, the Group repurchased 0.9 million (2024: 0.5 million) shares for an amount of €80 million (2024: €52 million) to fulfill its obligations under share-based compensation plans. Furthermore, dsm-firmenich repurchased 12.0 million shares for an amount of €1.0 billion in line with its program to buy back shares to reduce its issued share capital.
At December 31, 2025, dsm-firmenich held 2.1 million (2024: 0.4 million) shares, or 0.79% (2024: 0.15%) of the share capital, for servicing share-option rights and share plans, and 12.0 million (2024: 0) shares, or 4.54% of the share capital, for reducing its share capital.
The average purchase price of the ordinary treasury shares as at December 31, 2025 was €85.35 (2024: €104.62).
Dividend
In 2025, the Group distributed dividends to the holders of DSM-Firmenich AG shares amounting to €659 million (2024: €660 million) partly out of share premium (€379 million; 2024: €414 million); the remaining dividend amounting to €280 million (2024: €246 million) was distributed out of retained earnings.
Hybrid bonds
Firmenich International SA issued hybrid bonds (deeply subordinated fixed rate resettable perpetual notes) for €750 million on June 3, 2020 with a coupon of 3.75% payable annually at the sole discretion of the issuer until the first reset date i.e., September 3, 2025.
On August 5, 2025, dsm-firmenich called and redeemed the notes at 100 percent of its nominal value plus accrued interest amounting to €26 million (2024: €28 million), as shown in the table ‘Movements in equity’.
In accordance with the provisions of IAS 32 Financial Instruments: Presentation, this instrument was accounted for in equity.
Other changes
Other changes in equity mainly consist of the reciprocal option agreement to acquire the remaining non-controlling interest in Andre Pectin amounting to €46 million. See also Note 3 Change in the scope of consolidation and Note 20 Other non-current liabilities.
|
|
2025 |
|
2024 |
|---|---|---|---|---|
Shareholders DSM-Firmenich AG |
|
|
|
|
Dividend per share: €2.50 (2024: €2.50) |
|
659 |
|
660 |
Total |
|
659 |
|
660 |