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 incorporated 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 positions of shares can be found here.

Cross-shareholdings

As at December 31, 2025, DSM-Firmenich AG had no cross-shareholdings.

Capital structure

Share capital

As at December 31, 2025, 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.

Capital band and share buyback program

On May 6, 2025, the Annual General Meeting adopted an amendment of the capital band provision in the Articles of Association authorizing the Board of Directors to conduct one or more capital increases and decreases at any time until May 6, 2030 within an upper limit of €2,922,440.26 (corresponding to 292,244,026 registered shares with a par value of €0.01) and a lower limit of €2,391,087.50 (corresponding to 239,108,750 registered shares with a par value of €0.01), as well as to introduce a limitation for dilutive share capital increases.

For a description of the terms and conditions of the issuance of conditional and capital increases/reductions under the capital band, please refer to Articles 3a, 3b, 3c, and 3d of the Articles of Association.

This authorization will be used to reduce the capital following the implementation of the Company’s share buyback program announced on February 13, 2025 and completed on December 2, 2025, with a total number of shares repurchased under this program of 12,930,796 shares at an average price of €83.51 and for a total consideration of €1.08 billion. Of the total, 881,355 shares have been repurchased to cover commitments under the Group’s share-based compensation plans, and 12,049,441 shares have been repurchased for capital reduction purposes.

Listing

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 2025. As announced on December 2, 2025, the Company intends to cancel 12,049,441 shares in the first quarter of 2026. This cancellation will reduce the number of issued shares by c. 4.5% from 265,676,388 shares to 253,626,947 shares following the share buyback program, more information on our website.

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 May 6, 2025, 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 May 16, 2025, partially (57.5%) out of capital contribution reserves and partially (42.5%) out of available earnings.

Share price

dsm-firmenich shares fell 29.1% in 2025 (STOXX Europe 600 Chemicals Index: -6.3%). The highest price was €107.40 (on February 14, 2025), and the lowest was €67.06 (on December 9, 2025). Throughout 2025, sentiment across the Consumer Ingredients sector remained subdued, with customer sentiment becoming more cautious due to geopolitical concerns, among other things. As investors rotated toward other sectors, including military and artificial intelligence, valuation multiples across the consumer ingredients group declined significantly from the levels seen in recent years, leaving the sector trading closer to ten-year average forward price-to-earnings levels. Against this backdrop, dsm-firmenich’s share price performance was largely shaped by broader sector dynamics, alongside company-specific factors such as the ANH exit process. Investors generally adopted a wait-and-see stance, resulting in relative underperformance during much of 2025 before trading broadly in line with peers.

Share price development

Price change in %