Integrated Annual Report 2025

16 Appropriation of earnings available for distribution and repayment of reserves from capital contributions

The Board of Directors of DSM-Firmenich AG approved the financial statements on February 19, 2026.

The Board of Directors proposes to the Annual General Meeting a cash dividend of €2.50 per ordinary share for the financial year 2025 (proposed dividend payment of €629 million). Of this total dividend, €1.64 per share (total €411 million) will be paid out of capital contribution reserves without deduction of any Swiss withholding tax. The remaining €0.86 per share (total €218 million) will be paid out of available earnings and therefore subject to 35% Swiss withholding tax.

The dividend is based on the number of issued and outstanding ordinary shares on May 8, 2026. The ex-dividend date is May 11, 2026, the dividend record date is May 12, 2026, and the payment date is May 19, 2026. These proposals are subject to adoption of the resolution by the Annual General Meeting to be held on May 7, 2026.

The distribution amounts are based on the share capital issued as at December 31, 2025, and may change depending on the number of shares issued and outstanding as at the dividend record date. Treasury shares held by DSM-Firmenich AG or its wholly owned subsidiaries do not receive dividends.

On May 6, 2025, the Annual General Meeting approved an amendment to the capital band provision in the Articles of Association allowing the Board of Directors to decrease the share capital one or several times within the limit of 90% of the current share capital. This authorization will be used to reduce the share capital following the implementation of dsm-firmenich’s share buyback program announced on February 13, 2025. The share capital reduction will be executed in 2026, and lead to the cancellation of 12,049,441 shares.

Distribution capacity

in million

 

EUR
December 31,
2025

 

EUR
December 31,
2024

Reserves from capital contributions

 

21,392

 

22,771

Reserves from capital contributions reserved for cancellation related to the share capital reduction planned for February 2026

 

1,000

 

Other capital reserves

 

7,687

 

7,687

Legal capital reserves

 

30,079

 

30,458

 

 

 

 

 

Non-distributable legal capital reserves

 

(1,001)

 

(1)

Legal capital reserves available for distribution

 

29,078

 

30,457

 

 

 

 

 

Profit brought forward

 

4,009

 

3,622

(Loss)/Profit for the year

 

(527)

 

667

Available earnings

 

3,482

 

4,289

 

 

 

 

 

Forward contracts to repurchase shares

 

 

(109)

Treasury shares

 

(219)

 

(40)

Available earnings for distribution

 

3,263

 

4,140

Total legal capital reserves and available earnings for distribution

 

31,341

 

34,597

The Board of Directors proposes the following repayment of reserves from capital contributions:

in million

 

EUR
December 31,
2025

 

EUR
December 31,
2024

Proposed repayment of reserves from capital contributions

 

411

 

380

Reserves from capital contributions to be carried forward

 

20,981

 

22,391

Total

 

21,392

 

22,771

The Board of Directors proposes the following dividend from available earnings:

in million

 

EUR
December 31,
2025

 

EUR
December 31,
2024

Proposed dividend payment out of available earnings

 

218

 

281

Available earnings to be carried forward

 

3,264

 

4,008

Total

 

3,482

 

4,289

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