62nd ANNUAL REPORT 2024/2025
EMS-CHEMIE HOLDING AG
Domat/ Ems Switzerland
Contents
EMS Group
Annual Review 2
Share Performance 4
Annual Report 2024 5
Key Figures 2020 -2024 7
Corporate Governance 8
Sustainability Report 16
Remuneration Report 17
Auditor's Report on the audit of the Remuneration Report 19
Financial Statements
Consolidated Financial Consolidated Income Statement 22
Statements Consolidated Balance Sheet 23
Consolidated Statement of Changes in Equity 24
Consolidated Statement of Cash Flows 25
Notes to the Consolidated Financial Statements 26
Auditor's Report on the audit of
the Consolidated Financial Statements 56
EMS-CHEMIE HOLDING AG Income Statement 60
Financial Statements Balance Sheet 61
May 1, 2024 - April 30, 2025 Notes to the Financial Statements 62
Proposed appropriation of available earnings 65
Auditor's Report on the audit of
the Financial Statements 66
Addresses of EMS Companies, Switzerland 68
Addresses of EMS Companies, Worldwide 69
EMS Group Annual Report 2024/2025
Annual Review 2024/2025
For 2024, EMS was expecting a weak global economy. Germany stayed in a persistent recession and the manufacturing industry declined. In China, adjustments to the real estate market continued. The global automotive market was undergoing fundamental changes. While in Europe the electric car market showed a decline, in the Chinese automotive market, local manufactures gained in strength. Both the USA and the EU enacted punitive tariffs on Chinese car imports.
The continuing unstable geopolitical situation further strengthened the Swiss Franc.
In these challenging markets, customers demand total cost savings. Therefore, in 2024 as well, EMS relied consistently on its own strength of customer-oriented development of complete system solutions. Against the general trend, EMS launched a sales offensive with a significant increase in personnel and development work in all regions of the world. New business developed very
successfully and generated a pleasing increase in sales volume, net operating income and net income. 2024 has shown that, with its proven strategy
of specialities, EMS achieves strong results even in a weak economy. Especially in these times,
customers appreciate innovative solutions that save them overall costs, energy and CO2- as quickly as possible! EMS benefits from both strong local development partnerships as well as from a global delivery capability. The broad customer base secures continuous stable growth, also in the case of geographical, technical or manufacturer-related market changes.
As special recognition for innovative performance, in 2024 EMS received awards from the International Society of Plastics Engineers for three technologically challenging EMS components: an innovative battery management module, a high-voltage plug connector and a weight-saving diesel return flow line for heavy trucks.
EMS Group
Annual Report 2024/2025
Even in turbulent times, it is important to prepare for the future. EMS is further expanding personnel sales and development capacity. The excellent market position as development partner makes it possible to realize existing opportunities rapidly and comprehensively.
EMS also holds a global benchmark position with regard to sustainability. EMS itself is already CO2neutral (Scope 1 and Scope 2) and certified in accordance with ISO 14001, EcoVadis Gold and International Sustainability & Carbon Certification (ISCC) worldwide and at all locations. Together with its global suppliers, EMS is currently implementing projects to reduce their CO2emissions (Scope 3).
For the business year 2025, EMS is expecting a challenging environment. Trade conflicts are
disrupting supply chains worldwide and creating extreme uncertainty. In the USA, inflation is likely to increase. In Europe, lengthy restructuring will take place. In China, missing business with the USA is to be compensated by stimulating domestic consumer spending. EMS prepared itself beforehand for possible trade barriers and restructured its own supply chains accordingly. At EMS, there is no trade relationship between China and the USA and almost all products sold in the USA are either locally produced or, being relevant special-
ties, are exempt from customs duties. In this way, EMS considers itself in an excellent position to exploit the numerous opportunities appearing in the markets through innovation, thereby generating disproportionally high growth.
Economically challenging times require tireless commitment from our employees and management. They deserve our thanks and recognition for their great dedication. We are proud to have such committed employees who are prepared to make a special effort to achieve enccess. We would also like to express special thanks to our customers and business partners for their valued innovative cooperation and long-standing loyalty.
We further like to take this opportunity to thank you, dear shareholders, for your faith and solidarity with EMS. We look forward to following the challenging way ahead together with you and to shaping our future with strength, courage and success.
Bernhard Merki Magdalena Martullo-Blocher Chairman of the CEO and Vice-Chairman Board of Directors of the Board of Directors
EMS Group Annual Report 2024/2025
Share Performance
Number of registered shares | 2024 23 389 028 | 2023 23 389 028 | 2022 23 389 028 | 2021 23 389 028 | 2020 23 389 028 | ||
Shares entitled to dividend | 23 389 028 | 23 389 028 | 23 389 028 | 23 389 028 | 23 389 028 | ||
Treasury shares | 0 | 0 | 0 | 0 | 0 | ||
Information per share (in CHF): Dividend per share | 17.251) | 16.00 | 20.00 | 21.00 | 17.00 | ||
Of which ordinary dividend | 13.95 | 12.75 | 15.75 | 16.50 | 13.00 | ||
Of which extraordinary dividend | 3.30 | 3.25 | 4.25 | 4.50 | 4.00 | ||
Earnings per share | 19.70 | 19.56 | 22.75 | 23.53 | 18.57 | ||
Cash flow per share 2) | 20.54 | 24.65 | 15.64 | 22.16 | 20.16 | ||
Equity per share 3) | 78.45 | 74.47 | 77.63 | 76.91 | 68.32 | ||
Stock prices 4) | |||||||
High | 785.00 | 801.00 | 1 046.00 | 1 035.00 | 880.00 | ||
Low | 599.00 | 599.50 | 591.50 | 793.50 | 496.60 | ||
At December 31 | 611.50 | 681.00 | 626.00 | 1 021.00 | 853.00 | ||
Market capitalization at 31.12. (CHF millions) | 14 302.4 | 15 927.9 | 14 641.5 | 23 880.2 | 19 950.8 | ||
Registered shares are listed at the SIX Swiss Exchange: EMS-CHEMIE HOLDING AG
Valor symbol EMSN
Valor number 1644035
ISIN CH0016440353
1) Proposal of the Board of Directors.
2) Cash flow = Cash flow from operating activities.
3) Excluding non-controlling interests.
4) Source: SIX Swiss Exchange AG.
Annual Report 2024
EMS Group
Annual Report 2024/2025
Course of Business 2024/2025
As expected, global economic development remained restrained in 2024. The consumer mood was subdued, particularly in the main markets Europe and China. Looming trade conflicts disrupted global supply chains and increased uncertainty among companies and consumers worldwide. The instable geopolitical situation further strengthened the Swiss Franc.
In this economically uncertain market environment, EMS focuses even more consistently on increasing market penetration with innovative specialties. The international markets show unrestricted high demand for innovative EMS solutions, which provide customers with total cost and energy savings and a reduction of CO2emissions. While many suppliers are reducing capacity, EMS benefits from an even more intensive development partnership with customers worldwide. The broadly based development partnerships ensure continuous growth, also in the case of geographical,
Investments
Investments in 2024 amounted to CHF 33 million
(49). The majority of this sum was invested in renewal of production capacity.
Investment by purpose
18.5 % Capacity expansion
49.3 % Renewal/
rationalization
Quality/technical
32.2 % improvement
Investment by country and region
technical or manufacturer-related market changes.
In 2024, net sales amounted to CHF 2071 million (2 189) and net operating income (EBIT) was CHF 539 million (493). Net income rose to CHF 466 million (461). Despite weaker foreign currencies and a subdued market environment, EMS was able to increase sales volume and net operating income compared to previous year thanks to a strong position with specialties as well as attractive innovations.
13.3 %
67.3 %
9.8 %
9.6 %
Asia Americas Europe
Switzerland
For the business year 2025, EMS is expecting a highly uncertain environment. Geopolitical tensions and major trade conflicts will generate uncertainty, inflation and inefficiency in global supply chains. The consumer mood will remain subdued.
EMS is confident about its own future. Contrary to the general industry trend, EMS is greatly expanding its technical sales and development in all world regions. With a large-scale technical sales offensive, innovative system solutions are being implemented together with customers to achieve a reduction of costs and CO2emissions as well as energy savings. As an established development partner to international customers, EMS is in an excellent market position to generate disproportionately high growth with innovative new business.
For 2025, EMS expects net sales below previous year due to currency effects and net operating income (EBIT) slightly above previous year.
Sales by production site
Switzerland 45.7 %
Germany 11.2 %
USA 9.5 %
China 8.9 %
Belgium 4.6 %
Japan 4.6 %
Czech Republic 3.6 %
Mexico 3.5 %
Spain 1.4 %
Brazil 1.3 %
India 1.2 %
Great Britain 1.1 %
Taiwan 1.1 %
Others 2.3 %
Annual Report 2024/2025 | Sales by customer location | |
Germany | 18.6 % | |
China | 16.9 % | |
USA | 12.2 % | |
Japan | 6.0 % | |
Mexico | 4.5 % | |
Italy | 4.3 % | |
France | 4.2 % | |
Switzerland | 3.5 % | |
Czech Republic | 2.5 % | |
Spain | 2.2 % | |
Poland | 2.0 % | |
India | 1.8 % | |
Brazil | 1.7 % | |
Great Britain | 1.6 % | |
Hungary | 1.6 % | |
South Korea | 1.4 % | |
Sweden | 1.3 % | |
Austria | 1.2 % | |
Romania | 1.0 % | |
Taiwan | 0.8 % | |
Others | 10.7 % |
EMS Group
Management structure
At the 2024 Annual General Meeting, Bernhard Merki, Magdalena Martullo, Rainer Roten and Kaspar Kelterborn were elected to the Board of Directors for a term of office lasting until the next ordinary Annual General Meeting.
Personnel
At the end of December 2024, the EMS Group had a total of 2 824 (2 736) employees (excluding apprentices). At the end of the year, the EMS Group employed 131 (134) apprentices in
Switzerland covering 17 (17) different vocational fields. A total of 36 (36) apprentices successfully completed their professional training during the reporting year.
Business areas
The EMS Group operates globally in the business areas of High Performance Polymers and Specialty Chemicals. These areas are further structured into Business Units.
High Performance Polymers
EMS-GRIVORY manufactures high-quality, customized high-performance polymers (polyamide granulate) which, thanks to high performance and economic processing, are used in many varied applications with focus on the field of automotive construction, in the electro and electronics industry, optics and many other industrial sectors. EMS-GRIVORY creates innovative system solutions together with customers throughout the world. Services provided to customers include feasibility studies, design and manufacture of prototypes, component testing and mould optimisation with special significance given to reduction in weight and total costs.
The Business Unit EMS-EFTEC, specialised in bonding, coating, sealing and damping, focuses on cost-, energy- and weight-saving solutions for the global automotive industry.
In the reporting year 2024, the main area of High Performance Polymers generated net sales amounting to CHF 1874 million (1995) with a net operating income (EBIT) of CHF 504 million (466).
Innovative products and solutions were launched in the global markets. Development activity remained high and significant personnel capacity increases were realized.
Specialty Chemicals
EMS-GRILTECH is specialised in the development and production of fibers, bonding agents for high-performance tires, fusible adhesives and adhesive yarn for technical and textile applications, powder-coatings and reactive diluents.
New specialities were also introduced onto the market in the secondary area of Specialty Chemicals. Net sales in the business year 2024 amounted to CHF 197 million (194), net operating income to CHF 35 million (27).
Key Figures 2020 - 2024
EMS Group
Annual Report 2024/2025
CHF millions | 2024 | 2023 | 2022 | 2021 | 2020 | ||
Net sales | 2 070.8 | 2 189.0 | 2 441.9 | 2 253.8 | 1 802.3 | ||
Change in % against previous year | −5.4 % | −10.4 % | +8.3 % | +25.1 % | −16.3 % | ||
Change in local currencies | −1.6 % | −4.6 % | +12.6 % | +24.6 % | −4.8 % | ||
Of which in Switzerland | 3.5 % | 2.9 % | 4.0 % | 3.8 % | 4.0 % | ||
Net operating income (EBIT) | 539.1 | 492.6 | 611.1 | 640.3 | 515.1 | ||
Change in % against previous year | +9.5 % | −19.4 % | −4.6 % | +24.3 % | −17.4 % | ||
In % of net sales | 26.0 % | 22.5 % | 25.0 % | 28.4 % | 28.6 % | ||
Net financial income | 9.9 | (0.6) | (4.5) | 1.0 | (4.4) | ||
Income taxes | 82.9 | 30.7 | 71.7 | 88.5 | 71.1 | ||
Net income | 466.1 | 461.2 | 534.9 | 552.9 | 439.7 | ||
Change in % against previous year | +1.1 % | −13.8 % | −3.3 % | +25.8 % | −17.3 % | ||
In % of net sales | 22.5 % | 21.1 % | 21.9 % | 24.5 % | 24.4 % | ||
Cash flow 1) | 480.4 | 576.5 | 365.9 | 518.3 | 471.5 | ||
Change in % against previous year | −16.7 % | +57.6 % | −29.4 % | +9.9 % | −14.6 % | ||
In % of net sales | 23.2 % | 26.3 % | 15.0 % | 23.0 % | 26.2 % | ||
Investments | 32.9 | 49.4 | 94.0 | 79.9 | 48.3 | ||
In % of cash flow | 6.8 % | 8.6 % | 25.7 % | 15.4 % | 10.2 % | ||
Total assets | 2 227.2 | 2 167.2 | 2 316.0 | 2 324.7 | 2 077.5 | ||
Assets | |||||||
Current assets | 1 459.1 | 1 375.4 | 1 570.6 | 1 622.8 | 1 399.5 | ||
Non-current assets | 768.1 | 791.7 | 745.4 | 701.9 | 678.0 | ||
Equity and liabilities | |||||||
Current liabilities | 240.9 | 293.2 | 373.8 | 380.2 | 290.7 | ||
Non-current liabilities | 121.7 | 105.3 | 97.8 | 116.1 | 162.6 | ||
Equity 2) | 1 834.9 | 1 741.8 | 1 815.8 | 1 798.9 | 1 597.8 | ||
Equity ratio | 82.4 % | 80.4 % | 78.4 % | 77.4 % | 76.9 % | ||
Return on equity | 25.1 % | 26.3 % | 29.3 % | 30.6 % | 27.2 % | ||
Number of employees at 31.12. 3) | 2 824 | 2 736 | 2 693 | 2 646 | 2 521 | ||
1) Cash flow = Cash flow from operating activities.
2) Excluding non-controlling interests.
3) Excluding apprentices (2024: 131; 2023: 134; 2022: 136; 2021: 134; 2020: 132).
EMS-CHEMIE HOLDING AG, a holding company by Swiss law, is committed to responsible corporate governance and oversight. The structure and content of this report comply with the SIX Swiss Exchange Directive on Information Relating to Corporate Governance (DCG). Detailed principles and rules are also laid down in the company's Articles of Association at https://www.ems-group.com/ articlesofassociation and in the Organisational Rules of the EMS Group. All data refer to the situation as of December 31, 2024, except where stated otherwise.
Group structure and shareholders
Group structure
The EMS Group is active worldwide in the two business areas High Performance Polymers and Specialty Chemicals. The organisation is
based on product types. The Group's operating structure is as follows:
Board of Directors
CEO
General Secretariat
Finance/ Accounting
HIGH PERFORMANCE POLYMERS
SPECIALTY CHEMICALS
The companies of the EMS Group are grouped together in the EMS-CHEMIE HOLDING AG, which has its registered office in Domat/Ems, Switzerland. EMS-CHEMIE HOLDING AG is the only listed company within the scope of consolidation. EMS registered shares (EMSN, ISIN: CH0016440353) are listed at the SIX Swiss Exchange. As at December 31, 2024, the market capitalization of EMS amounted to CHF 14 302.4 million. No subsidiaries hold EMS registered shares.
An overview of the unlisted subsidiaries belonging to the consolidated EMS Group can be found in note 31 of the consolidated financial statements.
Segment reporting by business area and geographical region can be found on page 34.
Significant shareholders
As of 30 April 2025, it was known that the following shareholders hold more than 3 % of the share capital of EMS-CHEMIE HOLDING AG:
Emesta Holding AG 30.41 %
Mamira Holding AG 30.41 %
BAUMI Holding AG 10.10 % UBS Fund Management (Switzerland) AG 3.04 %
Cross-shareholdings
There are no cross-shareholdings with other companies.
Capital structure
Capital/
Authorised and conditional capital in particular
The ordinary share capital of EMS-CHEMIE HOLDING AG amounts to CHF 233 890.28.
No authorized or conditional capital exists.
Changes in capital
Information on capital changes can be found on page 4 (Share Performance), in the consolidated financial statements on page 24 (Consolidated Statement of Changes in Equity) and in note 17 (Share capital).
Shares and participation certificates/
Profit sharing certificates
The fully paid share capital is divided into
23 389 028 registered shares with a par value of CHF 0.01 each. All registered shares are entitled to dividends. Each registered share entitles the holder to one vote at the Annual General Meeting. No participation certificates or profit sharing certificates exist.
Limitations on transferability and nominee registrations
On request, purchasers of shares of EMS-CHEMIE HOLDING AG are entered in the share register as voting shareholders without restrictions, provided they expressly declare that the registered shares were acquired in their own name and on their own account.
The Board of Directors may decide to register or reject people whose request for registration does not include an express declaration that they hold
the shares on their own account ("Nominees"), and with whom the company has entered into an agreement to this effect, in the register of shareholders with voting rights up to a maximum of
The Articles of Association do not provide for any privileges or restrictions on transferability.
2 % of the share capital entered in the commercial register.
There are no convertible bonds
or warrants/
3. Board of Directors
Board of Directors
Name Nationality Status
Year of birth
First elected in
Term of office exp.
Bernhard Merki Swiss Non-executive
1962
August 2014
2025
Magdalena Martullo Swiss Executive
1969
August 2001
2025
Rainer Roten Swiss Non-executive
1966
August 2023
2025
Kaspar Kelterborn Swiss Non-executive
1964
August 2024
2025
Members of the Board of Directors/
Other activities and vested interests
Convertible bonds and warrants/options
options issued.
On December 31, 2024, the Board of Directors of EMS-CHEMIE HOLDING AG consisted of the following four members:
Bernhard Merki (1962, Swiss citizen, Mechanical Engineer HTL) has been voted as the chairman of the Board of Directors of EMS CHEMIE HOLDING AG in August 2020. From, August 2014 to August 2020 he has been non-executive member of the Board of Directors of EMS-CHEMIE HOLDING AG. From 1988 to 2013, he held different management positions within the Netstal Group, Nafels, Switzerland; the last ten years as CEO. From 2014 to 2018, he was CEO of the 4B AG in Hochdorf, Switzerland. From 2003 to 2012, Bernhard Merki served as member of the Executive Committee of the Krauss Maffei AG, Germany, and from 2006 until 2012 as Vice President of the Board of Directors
of Netstal-Maschinen AG. From 2005 to 2012, he was President of EUROMAP, the European association for plastics and rubber machinery manufacturers. Since 2010, he has been a member and since 2020 Chairman of the Board of Directors of RONDO Burgdorf AG and of the Seewer Holding AG, Switzerland. Also since 2019, Bernhard Merki has been a member of the Board of Directors of Ferrum AG, Switzerland. Since 2021, he has been Chairman of the Board of Directors of FST Beteili-
gungen AG and Fostag Formenbau AG, Switzerland. Since 2022, Bernhard Merki has been Chairman of the Board of Directors of Georg Utz Holding AG, Switzerland. Since 2023, he has been a member of the Board of Directors of IPZ Property AG, Switzerland. Since 2024, he has been a member and since 2025 Chairman of the Board of Directors of Forbo Holding AG, Switzerland.
Magdalena Martullo (1969, Swiss citizen, Master of Business Administration) is Executive Vice-Chair-man of the Board of Directors and Chief Executive Officer of the EMS Group. She joined EMS in 2001 and took command of the Group in 2004 when her father was elected to the Swiss Federal Council and sold his shares to his four children.
Due to her shareholding in the Emesta Holding AG and the Mamira Holding AG, she is today majority shareholder of the EMS-CHEMIE HOLDING AG together with her sister Rahel Blocher. Magdalena Martullo graduated from the Hochschule St. Gallen (HSG) in Business Administration. Before joining the EMS Group she held different positions with Rivella AG and Johnson & Johnson AG as well as for various other companies in Switzerland and abroad. She also leads the Board Committee on Economic Policy for scienceindustries, the Swiss
business Association for chemistry pharma biotech, where she has been a member of the Executive Board since 2004. Since 2015, she has been member of Swiss Parliament for the Swiss People's Party of the Grisons in the National Council. Magdalena Martullo is Vice President of the Swiss People's Party of Switzerland and member of the party leadership committee, where she is responsible for economic policies. She is also Vice President and member of the party leadership committee of the Swiss People's Party of the Grisons. In 2017, she was elected member of the Executive Board of eco-nomiesuisse, the national Swiss business federation.
Rainer Roten (1966) Swiss citizen, MBAs from the universities of Rochester, New York and Bern,
Switzerland has been CEO of TESTEX since 2021. From 2010 to 2020 he was active for Schindler in various executive positions, including President of Schindler China and CEO of Schindler Switzerland. From 2006 to 2009 he was CEO of SSM Schärer Schweiter Mettler in textile engineering.
Before this, from 1995 to 2006, he worked for Oerlikon-Bührle/OC-Oerlikon in a series of management positions, latterly as CFO of the Semiconductor Segment.
Kaspar Kelterborn (1964, Swiss citizen, Master of Business Administration) has been a non-executive member of the Board of Directors since August 2024. From 1992 to 2002, he held various senior management positions at Clariant International AG in Switzerland and abroad, including Venezuela, Spain, Singapore and the UK. From 2003 to 2005, he was CFO and member of the
Group Executive Board of the Unaxis Group (today OC Oerlikon) and from 2006 to 2021, he was active as CFO and member of the Group
Executive Board of the Conzzeta Group. In 2022, Kaspar Kelterborn took over the position of CFO of the Dormakaba Group on an interim basis and since 2023, he has been working as an independent management consultant. Kaspar Kelterborn has been a member of the Board of Directors of CPH Group AG since 2015, where he also chairs the Audit Committee. In addition, he is a member of the Board of Directors of Burckhardt Compression AG, Wipf Holding AG, Karl Bubenhofer AG and Perlen Industrieholding AG.
None of the non-executive members of the Board of Directors have ever been a member of any Executive Management within the EMS Group, nor do any of them currently have a direct or indirect business relationship with companies in the EMS Group.
3 Number of permitted activites outside the EMS Group
As per Article 19 of the Articles of Association, members of the Board of Directors must not hold more than 15 additional comparable mandates.
Elections and terms of office
The Chairman and the members of the Board of Directors as well as the members of the Remuneration Committee are elected individually by the Annual General Meeting for a term of office lasting until the next ordinary Annual General Meeting. Reelection is possible.
Attendance at meetings of the Board of Directors and committees 2024
Attendance at meetings
Name
Function
Board of Directors
Audit Committee
Remuneration Committee
Sustainability Committee
Bernhard Merki
Chairman
10
9
4
5
Magdalena Martullo
Vice-Chairman and
CEO
10
Dr. Joachim Streu 2)
Member
6 5 1) 3 41)
Kaspar Kelterborn3)
Member
4 41) 1 11)
Rainer Roten
Member
10 9 4 1) 5
Total meetings
10
9
4
5
Total duration (hours)
1-9
1-3
1-2
1-2
1) Chairman
2) until 10.8.2024
3) since 10.8.2024
Internal organisational structure
Duties of the Board of Directors
As of December 31, 2024, the Sustainability Committee consisted of three non-executive,
independent members of the Board of Directors
The Board of Directors is the highest executive body of the EMS Group. It is responsible for supervising and monitoring the company's management and that of its affiliated companies which together form the EMS Group. With the exception of the Chairman and the Members of the Remuneration Committee, who are elected by the Annual General Meeting, the Board of Directors constitutes itself. The Board of Directors has delegated most of the operational management of the EMS Group
to the CEO. Special tasks can be delegated to individual members of the Board of Directors or to separate special committees.
Board committees: Members, tasks, areas of responsibility
(Kaspar Kelterborn, Chairman, Bernhard Merki, member, Rainer Roten, member). The Sustainability Committee ensures that the business strategy is in line with sustainability principles, assesses processes and the management of ESG risks and makes recommendations to the entire Board of Directors in regards of sustainability advancement.
Working methods of the Board of Directors and its committees
The Board of Directors and its committees meet as frequently as business demands. The Board of Directors conducts a self-evaluation once a year.
The Board of Directors held ten meetings in 2024, each lasting between one and nine hours. The
Audit Committee held nine meetings, each lasting
There are three committees: the Audit Committee, the Remuneration Committee and the Sustainability Committee. Their tasks and responsibilities are set out in guidelines. Both committees have assessment, advisory and monitoring functions but no decision-making powers.
As of December 31, 2024, the Audit Committee consisted of three non-executive, independent members of the Board of Directors (Kaspar Kelterborn, Chairman, Bernhard Merki, member, Rainer Roten, member). It assesses the effectiveness of external reporting, internal finance and accounting, internal control systems and compliance with accounting principles. The Audit Committee makes recommendations to the entire Board of Directors regarding presentation of individual and consolidated financial statements to the Annual General Meeting. It also assesses the performance and remuneration of the external auditors.
As per December 31, 2024, the Remuneration Committee consisted of three non-executive members of the Board of Directors (Rainer Roten, Chairman, Bernhard Merki, member, Kaspar Kelterborn, member). The Remuneration Committee is concerned with the remuneration policy of the EMS Group (Board of Directors, Executive Management, senior executives). It supports the Board of Directors, in particular in the writing of the Remuneration Report.
between one and three hours, the Remuneration Committee held four meetings, each lasting between one and two hours, while the Sustainability Committee held five meetings, each lasting between one and two hours.
The Head of Finance (CFO) also attends the meetings of the Board of Directors and the Audit Committee. Other members of Executive Management and Heads of Business Units are invited to attend meetings of the Board of Directors when it discusses matters relevant to their areas of responsibility. To constitute a quorum, a majority of the members of the Board of Directors must be present. The Board of Directors takes decisions and carries out elections with the majority vote of the members present at the meeting. The Chairman does not have a casting vote. Resolutions can also be passed by telephone, electronic media or circular, provided that no member requests discussion in person.
Individual members are obliged to abstain from voting on personal matters or on matters involving persons with whom they are closely associated.
Members of Executive Management are invited to attend committee meetings where matters relevant to their areas of responsibility are to be discussed. The provisions relating to meetings and resolutions of the Board of Directors and to the requirement for its members to abstain, also apply to the com-
mittees. At the next plenary meeting of the Board of Directors after their committees have met, the committee Chairman reports on the proceedings and submits proposals to the Board for its decision.
Definition of areas of responsibility
The Board of Directors makes decisions regarding all matters not reserved for the Annual General Meeting or another body by law, the Articles of Association or the Organisational Rules. Subject to article 716a of the Swiss Code of Obligations (non- transferable and inalienable duties of the Board of Directors), the Board of Directors has delegated most of the operational management of the EMS Group to Executive Management. These duties and responsibilities particularly include proposing the strategy for the EMS Group to the Board of Directors, achieving the operative and financial results of the EMS Group, reviewing the budgets and medium-term plans of Business Units, deciding on scheduled capital investments up to CHF 5 million and on unscheduled capital investments up to CHF 0.5 million, reaching decisions on the procurement of external capital (e.g. bonds, bank loans) up to CHF 30 million, issuing guarantees in accordance with the guarantee concept proposed to the Board of Directors, receiving periodic reports on business performance and all other significant events, deciding on the initiation and conduct of legal proceedings and submitting proposals to the Board of Directors for legal proceedings of fundamental significance, approving the organization up to the level of employees directly subordinate to Heads of Business Units, submitting proposals to the Board of Directors on the acquisition and disposal of equity holdings, assigning powers to the members of the board of trustees who protect the interests of the employer
in EMS Group pension schemes, proposing authorised signatories to the Board of Directors, permitting heads of Business Units and their direct subordinates to accept seats on Boards of Directors, political offices or honorary offices, enacting the rules of the EMS Group and maintaining personal contact with executive managers of other companies and with important customers.
Information and control instruments vis-à-vis the Executive Management
The Board of Directors receives consolidated quarterly financial statements prepared in accordance with IFRS. Along with the income statement, these mainly provide information on the balance sheet, the cash flow account and changes in equity. Additionally, at the end of each month, the Board of Directors receives a written report from the CEO regarding business performance during
that month and the expected monthly result. On the 4th working day of the following month, it receives the monthly income statement with the most important key figures, which are compared with the budgeted figures and those of the previous year. It is also provided, in the same detail, with monthly updated forecast calculations for the end of the year. This serves to monitor the achievability of the budget. Furthermore, at each meeting of the Board of Directors, the CEO and CFO report on the course of business and on all matters relevant to the Group, while the two committee Chairmen report on the matters they have dealt with, detailing their significant findings and assessment and submitting proposals accordingly. Every year, the Board of Directors discusses and approves the budget for the following year, as well as rolling medium-term planning for the next three years. The CEO informs the members of the Board of Directors of any extraordinary events without delay by circular or other appropriate means. At Board meetings, any member of the Board may request information from other members or from Executive Management on any of the company's affairs. Between meetings of the Board of Directors, any member may request information from the CEO on the course of business, and - with the approval of the Chairman -on specific business events, and/or may inspect business documents. At their own discretion, members of the Board of Directors visit Group companies and participate in the two-monthly Management Meetings held by Executive Management with the Heads of the Business Units in order to form an independent view of the Group's operating activities and the implementation of its strategy.
As part of an overall internal audit plan commissioned by the Board of Directors, during the year under review 24 internal audits were conducted by Group Internal Audit, 4 audits by Group Tax and 6 audits by Group Legal, mainly regarding accounting and compliance topics at Group companies. Group Financial Controlling discusses all audit findings in detail with the companies and Business Units concerned, and the most important measures are agreed on. In the event of disagreement between the auditors and the company audited, the different positions are stated transparently. An audit report is prepared containing the overall audit findings. Members of the Audit Committee, the CEO and the CFO each receive a copy of every internal audit report. Following each audit report, the CEO and CFO present the Audit
Committee with the measures to be implemented by Group management. All significant measures are continuously monitored by the Audit Committee. In the event of discrepancies, the CEO and CFO must comment on them and present proposals for corrective measures. Although Group Financial Controlling is subordinate to the CFO, it reports directly to the Chairman of the Audit Committee with regard to these activities. Group Financial Controlling also regularly keeps the Audit Committee informed of such changes in the field of accounting. The legal service of the EMS Group reports regularly to the Board of Directors on any legal changes important to EMS. Twice a year, the Audit Committee is notified of all litigation cases that are underway or impending. Besides the status of the individual cases, the report focuses on risks and opportunities they represent, costs and other possible effects.
Risk management constitutes an integral component of planning and reporting activities at EMS. At Executive Management and Business Unit level, risks are identified annually as part of the medium-term planning procedure and preparation of the budget for the following year. They are then weighted according to the gravity of the risk and probability of its occurrence. The identification and assessment of changes in risk play an important part in this process. Measures are defined to reduce significant risks. In the course of planning discussions, the CEO and CFO report to the Board of Directors on the magnitude of these risks and the implementation status of the measures taken to counter them.
Executive Management
Members of Executive Management/
Other activities and vested interests
Magdalena Martullo (1969, Swiss citizen, Master of Business Administration) is Executive Vice-Chair-man of the Board of Directors and Chief Executive Officer of the EMS Group. She joined EMS in 2001 and took command of the Group in 2004 when her father was elected to the Swiss Federal Council and sold his shares to his four children.
Due to her shareholding in the Emesta Holding AG and the Mamira Holding AG, she is today majority shareholder of the EMS-CHEMIE HOLDING AG together with her sister Rahel Blocher.
Magdalena Martullo graduated from the Hochschule St.Gallen (HSG) in Business Administration. Before joining the EMS Group she held different positions with Rivella AG and Johnson & Johnson AG as well as for various other companies in Switzerland and abroad. She also leads the Board Committee on Economic Policy for scienceindustries, the Swiss business association for chemistry pharma biotech, where she has been a member of the Executive Board since 2004. Since 2015, she has been member of Swiss Parliament for the Swiss People's Party of the Grisons in the National Council. Magdalena Martullo is Vice President of the Swiss People's Party of Switzerland and member of the party leadership committee, where she is responsible for economic policies. She is also Vice President and member of the party leadership committee of the Swiss People's Party of the Grisons. In 2017, she was elected member of the Executive Board of eco-nomiesuisse, the national Swiss business federation.
Dr. Christoph Kleiner (1961, Swiss citizen, doctorate in chemistry from the University of Basel) has been member of Executive Management of the EMS Group since August 2020. From 1990 to 1997, Dr. Christoph Kleiner held various leadership positions in research & development and production of polymer additives with Ciba Geigy. From 1998 to 2007, he was responsible for the manufacture of active pharmaceutical ingredients in Switzerland and the USA for the pharmaceutical company Siegfried and latterly for strategic projects and acquisitions of the Siegfried Group. Following this, Dr. Kleiner joined Quadrant as technical director of Quadrant EPP Europe, before becoming Managing Director EPP Global Operations after the take-over by Mitsubishi Chemical and being responsible for all worldwide production locations of Mitsubishi Chemical Advanced Materials until mid-June 2020.
Urs Janssen (1968, Swiss citizen, Mechanical Engineer FH, Executive MBA University of St. Gallen) joined Executive Management of the EMS Group on March 1, 2023. From May 2019 to February 2023, he was Business Unit Leader for EMS-SERVICES and plant manager at Domat/Ems. Prior to this, from 2011 until 2019, Urs Janssen held various positions with Dätwyler Cabling Solutions AG, first as Vice President Global Operations from April 2011 until March 2015 and then as Managing Director Europe from April 2015 until April 2019. In addition, Urs Janssen acts as Vice President of the Handelskammer und Arbeitgeberverband Graubünden since 2019.
Olivier Minger (1975, Swiss citizen, Certified Expert in Accounting & Controlling, Executive MBA, Lucerne University of Applied Sciences and Arts) joined the EMS Group on October 1, 2023 as a Member of Executive Management and Chief Financial Officer (CFO). From 2009 to 2016, he worked as CFO at Fresenius Kabi (Schweiz) AG and from 2017 to 2019 as CFO at ASSEPRO AG. His last position was CFO of CPH Group
- Division Perlen Packaging AG.
Peter Germann (1959, Swiss citizen, Master of Business Administration) was a member of
Executive Management since January 2004 and was Head of Finance (CFO) ad interim from April to September 2023. He already held the position of Head of Finance (CFO) of the EMS Group from 1994 to 2017 - interrupted by one year as Head of Finance with the Ascom Group. Peter Germann previously held a variety of management positions, his last position being Head of Finance with the Arbonia-Forster Group. Peter Germann entered retirement at the end of May 2024.
Members of Executive Management are nominated by the CEO and appointed by the Board of Directors. They are subordinate to the CEO, whom they assist in the task of managing and supervising the EMS Group. Executive Management usually meets every two weeks. In addition, the Secretary General attends these meetings in an advisory function. The duties and responsibilities of Executive Management are listed in section 3.6 (Definition of areas of responsibility).
Number of permitted activities outside the EMS Group
As per Article 19 of the Articles of Association, members of Executive Management must not hold more than 15 additional comparable mandates.
Management contracts
No management contracts with third parties exist.
Remuneration, shareholdings and loans
Details about remuneration, participation and loans are given in the Remuneration Report
on pages 17 and 18, resp. in the appendix to the financial statements of the EMS-CHEMIE HOLDING AG in note 3.2.
Shareholders' participation
Shareholders' participation rights are laid down in the Articles of Association of EMS-CHEMIE HOLDING AG (https://www.ems-group.com/ articlesofassociation).
Voting rights and representation restrictions
Voting rights restrictions apply solely to nominees. No rules exist governing the granting of exceptions.
A registered shareholder may be represented at the Annual General Meeting by a representative of its choice. The Independent Proxy is elected by the Annual General Meeting for a term of office lasting until the next ordinary Annual General Meeting; reelection is permissible. Shares held by the company do not confer voting rights at the Annual General Meeting and do not bear a dividend.
Statutory quorums
Unless not otherwise provided by law, the General Meeting of Shareholders shall pass resolutions
and hold elections on the basis of an absolute majority of the votes cast.
Convocation of the General Meeting of Shareholders
The Ordinary Annual General Meeting of Shareholders is convened in accordance with legal requirements and the company's Articles of Association. It is convened by publication of a single notice in the Swiss Official Gazette of Commerce (SHAB) and selected Swiss newspapers, and by written invitations sent to the addresses of the shareholders and beneficiaries entered in the share register. The period of notice is 20 days. Extraordinary General
Meetings of Shareholders are held in the cases prescribed by law and as required.
Agenda
One or more shareholders representing together
0.5 % or more of the company's shares or voting rights may request that a particular item be added to the agenda. A request to add an item to the agenda must be submitted in writing at least 40 days in advance of the Annual General Meeting, specifying the subject to be discussed and containing the proposed motions.
Inscriptions into the share register
The cut-off date for entering registered shareholders in the share register with regard to participation
at the General Meeting of Shareholders is around 10 calendar days before the General Meeting.
The cut-off date will in each case be determined by the Board of Directors and is stated in the invitation. Registered shares sold between the
cut-off date and the General Meeting of Shareholders do not carry any voting rights. There are no rules governing the granting of exceptions.
Changes in control and defence measures
Duty to make an offer
According to Article 3 paragraph 2 of the Articles of Association, a party acquiring shares above the legal threshold potentially triggering a public offer in EMS-CHEMIE HOLDING AG is not obliged to submit a public purchase offer (opting-out clause).
Clauses on change of control
There are no clauses relating to change of control.
Auditors
Duration of the mandate and term of office of the lead auditor
BDO AG, Schiffbaustrasse 2, 8031 Zurich, Switzerland, has acted as the statutory auditor of EMS-CHEMIE HOLDING AG since 2022. The
statutory auditor is appointed by the Annual General Meeting for a one-year term of office. Christoph Tschumi has been the lead auditor since 2022. The person, leading the revision, is allowed
to execute the mandate for seven years at the longest (art. 730 a par. 2 CO).
Audit fees
The EMS Group paid BDO a global total of CHF 662 000 for services relating to the audit of the Group's annual financial statements.
Additional fees
BDO invoiced additional services worth CHF 15 500 in 2024.
Information tools pertaining to the external audit
The Audit Committee monitors the independence and performance of the independent statutory auditor on behalf of the Board of Directors and verifies the financial reporting of EMS (regarding the meetings held see section 3.5, pages 10 and
11). The independent statutory auditor was invited to attend one meeting of the Audit Committee.
Executive Management is responsible for financial accounting and continuous financial reporting, including the internal control system. The independent statutory auditor, BDO AG, is responsible
for giving an opinion on whether the accounting records and the annual financial statements comply with Swiss law and the company's Articles of Association. BDO AG is responsible for providing an assessment of the consolidated financial statements (income statement, statement of comprehensive income, balance sheet, changes in equity, statement of cash flows and notes), in accordance with the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) and with Swiss law. The Audit Committee is also responsible for monitoring the relevant activities of Executive Management and the independent statutory auditor.
Blackout periods
Until the announcement of market-relevant information or projects, the Board of Directors, Executive Management and any employees involved are prohibited from effecting transactions with equity securities or other financial instruments of EMS-CHEMIE HOLDING AG or potential target companies.
The following governs the regularly recurrent blackout periods with regard to financial reporting:
EMS Group Annual Report 2024/2025
Sustainability Report
(non-financial report)
Annual Results of the EMS Group: December 10, every year until publication of the corresponding media information.
First-Quarter Report (Jan. to March): March 15, every year until publication of the corresponding media information.
Half-Year Results: June 15, every year until publication of the corresponding media information.
Third-Quarter Report (Jan. to Sept.): September 15, every year until publication of the corresponding media information.
Information policy
EMS publishes quarterly net sales figures, together with a commentary on the course of business and outlook for the future. The half-year and annual financial statements are prepared in accordance with IFRS. EMS also issues ad hoc announcements on important events as and when they occur.
Calendar of events of the EMS Group
July 11, 2025: Key figures Half- Year Results
2025 (provisional) (Media conference)
August 9, 2025: Annual General Meeting 2025
of EMS-CHEMIE HOLDING AG
End of Aug. 2025: Definitive Half- Year Results
and Report 2025
October 2025: Third-Quarter Report 2025 February 2026: Key figures Annual Results 2025
(Media conference)
April 2026: First-Quarter Report 2026
Further details regarding dates can be found at https://www.ems-group.com/calendar.
Subscription to ad hoc announcements received by e-mail can be made at https://www.ems-group.com/ newsletter.
Further information is available on the company website: https://www.ems-group.com.
If you have any further enquiries, please contact: EMS-CHEMIE HOLDING AG
Fuederholzstrasse 34
8704 Herrliberg Switzerland
Phone +41 44 915 70 00
info@ems-group.com
The separately published Sustainability Report constitutes the report on non-financial matters within the meaning of Art. 964a ff. of the Swiss Code of Obligations. The Sustainability Report is reviewed and approved by the Board of Directors of
EMS-CHEMIE HOLDING AG. It is also submitted to the Annual General Meeting for approval.
The non-financial matters pursuant to Art. 964b of the Swiss Code of Obligations are detailed in the following sections:
Business model
Sustainability Report Pages 4 and 18 - 20 Annual Report Page 6
Environmental matters
Sustainability Report Pages 13 - 17, 18 - 20
and 21- 23
GRI Content Index 301,
302, 303, 305, 306
Social issues
Sustainability Report Pages 11 - 13
Employee-related issues
Sustainability Report Pages 11 - 13 and 24
GRI Content Index 401, 403, 404, 405, 406, 407
Respect for human rights
Sustainability Report Pages 6 - 7
GRI Content Index 408, 409
Combating corruption
Sustainability Report Page 9
GRI Content Index 205
Remuneration Report
EMS Group
Annual Report 2024/2025
Remuneration system, competence and method of determining
The remuneration system for members of the Board of Directors and Executive Management consists, as per the Articles of Association, of a fixed remuneration and a possible variable remuneration component, which are paid out in cash only.
EMS has no participation plan. The fixed and any possible variable remuneration component are independent of each other. The variable remuneration component may form a central part of the overall remuneration package. The principle criteria for the variable remuneration component are the achievement of earnings targets and
project objectives. The Board of Directors determines the variable remuneration component at its discretion taking target achievement into account.
The remuneration sum is defined by the Board of Directors at the proposal of the Remuneration Committee and after consultation with the CEO. Variable remuneration components are paid in May of the following year. According to the current contracts, members of the Board of Directors only receive a fixed remuneration. In the reporting year, the variable remuneration component of members of Executive Management amounts on average to 37 % of the total remuneration sum (2023/2024: 32 %).
Remuneration for the reporting period and comparison with previous period (audited by the Statutory Auditors)
The following remuneration was paid in the reporting year (1.5.2024 - 30. 4.2025):
2024/2025 (CHF '000) | 2023/2024 (CHF '000) | ||
Board of Directors | Function | Remune | ration |
B. Merki | Chairman | 242 | 242 |
M. Martullo | Vice-Chairman and CEO | 236 | 236 |
Dr J. Streu | Member, until 10.8.2024 | 96 | 135 |
K. Kelterborn | Member, since 10.8.2024 | 43 | 0 |
Ch. Mäder | Member, until 12.8.2023 | 0 | 107 |
R. Roten | Member, since 12.8.2023 | 151 | 43 |
Total Board of Directors | 768 | 764 | |
Executive Management | |||
Total remuneration paid to the Executive Management was Of this, KCHF 1162 (2023/2024: KCHF 999) was variable remuneration components. The highest remuneration for a member of Executive Management in the reporting year was KCHF 1049 (2023/2024: KCHF 997) and of this, KCHF 523 (2023/2024: KCHF 471) as variable remuneration component, paid to M. Martullo, independent of her remuneration as Member of the Board of Directors. | 3 145 | 3 155 | |
Total remuneration paid to the Board of Directors and Executive Management was The remuneration is paid exclusively in cash. EMS has no stock option program. | 3 914 | 3 919 | |
Advisory board | There is no advisory board. | ||
No remuneration was paid to former members of the Board of Directors or Executive Management in connection with any earlier function within the company. Furthermore, all remuneration for current or former members of the Board of Directors, Executive Management and related parties was paid based on standard market terms. During the year, the personal composition of the Executive Board changed.
The shareholdings and options (Art. 734d Swiss Code of Obligations) are disclosed in the Financial Statements of the EMS-CHEMIE HOLDING AG in note 3.2.
EMS Group Annual Report 2024/2025
Remuneration Report
Voting of the Annual General Meeting on remuneration
According to article 23 of the Articles of Association, the Board of Directors annually requests
the Annual General Meeting for approval, for the Board of Directors and Executive Management separately, of the remuneration for the previous business year. Any remuneration already paid
is subject to subsequent approval by the Annual General Meeting.
Credit facilities
As per article 20 of the Articles of Association, members of the Board of Directors and Executive Management may be granted loans and credit facilities. Such loans and credit facilities must not
in aggregate exceed the amount of MCHF 50, may only be granted on standard market terms and in compliance with the applicable withdrawal rules.
Neither the current nor previous members of the Board of Directors or Executive Management or persons associated to them have received loans or credit facilities.
Proposals to the Annual General Meeting 2025: Approval of the remuneration 2024/2025
Total sum of remuneration to the Board of Directors to be approved: KCHF 768.
Total sum of remuneration to Executive Management to be approved: KCHF 3145.
Other activities of the members of the Board of Directors and Executive Management pursuant to Art. 734e of the Swiss Code of Obligations
Member | Company | Function |
Bernhard Merki | RONDO Burgdorf AG and | Chairman of the Board of Directors |
Seewer Holding AG | ||
FST Beteiligungen AG and | Chairman of the Board of Directors | |
Fostag Formenbau AG | ||
Georg Utz Holding AG | Chairman of the Board of Directors | |
Forbo Holding AG | Chairman of the Board of Directors | |
Ferrum AG | Member of the Board of Directors | |
IPZ Property AG | Member of the Board of Directors | |
Benara AG | Chairman of the Board of Directors and | |
Managing Director | ||
Magdalena Martullo | Emesta Holding AG | Member of the Board of Directors |
Mamira Holding AG | Member of the Board of Directors | |
Rainer Roten | Testex AG | Member of Executive Management (CEO) |
Kaspar Kelterborn | CPH Group AG | Member of the Board of Directors |
Burckhardt Compression AG | Member of the Board of Directors | |
Wipf Holding AG | Member of the Board of Directors | |
Karl Bubenhofer AG | Member of the Board of Directors | |
Perlen Industrieholding AG | Member of the Board of Directors | |
Kelterborn Advisory AG | Member of the Board of Directors and | |
Managing Director | ||
Dr. Christoph Kleiner | ||
Olivier Minger | ||
Urs Janssen |
Auditor's Report
EMS Group
Annual Report 2024/2025
To the General Meeting of EMS-CHEMIE HOLDING AG, Domat/Ems
Report on the audit of the Remuneration Report according to article 734a to 734f CO
Opinion
We have audited the remuneration report of EMS-CHEMIE HOLDING AG (the Company) for the year ended April 30, 2024. The audit was limited to the information pursuant to article 734a to 734 f of the Swiss Code of Obligations (CO) in the tables marked "audited by the statutory auditors" on page 17 of the remuneration report.
In our opinion, the information pursuant to article 734a to 734f CO in the remuneration report (pages 17 to 18) complies with Swiss law and the Company's articles of incorporation.
Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's responsibilities for the audit of the remuneration report" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables marked "audited by the statutory auditor" in the remuneration report, the consolidated financial statements, the standalone financial statements and our auditor's reports thereon.
Our opinion on the remuneration report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the remuneration report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the remuneration report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
EMS Group Annual Report 2024/2025
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the remuneration report
The Board of Directors is responsible for the preparation of a remuneration report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a remuneration report that is free from material misstatement, whether due to fraud or error. It is also responsible for designing the remuneration system and defining individual remuneration packages.
Auditor's responsibilities for the audit of the remuneration report
Our objectives are to obtain reasonable assurance about whether the information pursuant to article 734a to 734 f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this remuneration report.
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement in the remuneration report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.
EMS Group
Annual Report 2024/2025
We communicate with the Board of Directors and its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors and its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Zurich, July 9, 2025 BDO Ltd
Christoph Tschumi Andreas Forster
Auditor in charge Licensed Audit Expert Licensed Audit Expert
EMS Group Annual Report 2024/2025
Consolidated Income Statement
Notes | 2024 (CHF '000) | 2023 (CHF '000) | |||
Net sales | 2 070 768 | 2 188 967 | |||
Inventory changes, semi-finished and finished goods | 37 673 | (103 797) | |||
Capitalized costs and other operating income | 1 | 19 877 | 24 011 | ||
Material expenses | (1 145 149) | (1 207 736) | |||
Personnel expenses | 2 | (255 162) | (236 881) | ||
Other operating expenses | 3 | (136 330) | (122 388) | ||
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION (EBITDA) | 591 677 | 542 176 | |||
Depreciation and amortization | 8 | (52 580) | (49 625) | ||
NET OPERATING INCOME (EBIT) | 539 097 | 492 551 | |||
Financial income 5 | 11 847 | 5 160 | |||
Financial expenses 6 | (1 908) | (5 778) | |||
NET INCOME BEFORE TAXES | 549 036 | 491 933 | |||
Income taxes 7 | (82 908) | (30 730) | |||
NET INCOME | 466 128 | 461 203 | |||
Of which attributable to: Shareholders of EMS-CHEMIE HOLDING AG | 460 788 | 457 578 | |||
Non-controlling interests | 20 | 5 340 | 3 625 | ||
Earnings per share in CHF: Basic 18 | 19.70 | 19.56 | |||
Diluted 18 | 19.70 | 19.56 | |||
Consolidated Statement of Comprehensive Income Net income | 466 128 | 461 203 | |||
Remeasurements of defined benefit plans, net of tax | (1 645) | (3 012) | |||
Items that will not be reclassified to income statement, net of tax | (1 645) | (3 012) | |||
Net changes from cash flow hedges, net of tax | 15 | (3 151) | (14 158) | ||
Translation differences | 11 878 | (49 757) | |||
Items that are or may be reclassified to income statement | 8 727 | (63 915) | |||
Other comprehensive income | 7 082 | (66 927) | |||
COMPREHENSIVE INCOME | 473 210 | 394 276 | |||
Of which attributable to: Shareholders of EMS-CHEMIE HOLDING AG | 467 346 | 393 811 | |||
Non-controlling interests | 20 | 5 864 | 465 | ||
Reference numbers indicate corresponding Notes to the Consolidated Financial Statements.
Consolidated Balance Sheet
EMS Group
Annual Report 2024/2025
Notes | 31.12.2024 (CHF '000) | 31.12.2023 (CHF '000) | |||
NON-CURRENT ASSETS | 768 073 | 791 738 | |||
Intangible assets | 8 | 57 631 | 57 122 | ||
Property, plant and equipment | 8 | 584 755 | 600 188 | ||
Right-of-use assets | 8 | 8 421 | 10 270 | ||
Investments | 1 661 | 215 | |||
Other non-current assets | 9 | 26 525 | 29 775 | ||
Other non-current financial instruments | 10 | 9 869 | 1 300 | ||
Deferred income tax assets | 7 | 79 211 | 92 868 | ||
CURRENT ASSETS | 1 459 096 | 1 375 414 | |||
Inventories | 11 | 550 106 | 493 891 | ||
Trade receivables | 12 | 290 731 | 297 026 | ||
Income tax assets | 9 976 | 7 143 | |||
Other current assets | 13 | 78 951 | 91 744 | ||
Other current financial instruments | 14, 15 | 10 964 | 221 227 | ||
Cash and cash equivalents | 16 | 518 368 | 264 383 | ||
TOTAL ASSETS | 2 227 169 | 2 167 152 | |||
EQUITY | 1 864 665 | 1 768 587 | |||
Equity, attributable to shareholders of EMS-CHEMIE HOLDING AG | 1 834 940 | 1 741 818 | |||
Share capital | 17 | 234 | 234 | ||
Retained earnings and reserves | 1 834 706 | 1 741 584 | |||
Equity, attributable to non-controlling interests 20 | 29 725 | 26 769 | |||
LIABILITIES | 362 504 | 398 565 | |||
Non-current liabilities | 121 654 | 105 320 | |||
Non-current financial liabilities 21 | 5 347 | 4 655 | |||
Deferred income tax liabilities 7 | 82 493 | 85 083 | |||
Employee benefit liability 22 | 9 732 | 8 976 | |||
Non-current derivative financial instruments 15 | 670 | 0 | |||
Provisions 23 | 23 412 | 6 606 | |||
Current liabilities | 240 850 | 293 245 | |||
Current derivative financial instruments 15 | 2 445 | 0 | |||
Current financial liabilities 21 | 3 435 | 27 682 | |||
Trade payables | 80 798 | 95 744 | |||
Income tax liabilities | 78 193 | 87 653 | |||
Provisions 23 | 3 559 | 3 766 | |||
Other current liabilities 24 | 72 420 | 78 400 | |||
TOTAL EQUITY AND LIABILITIES | 2 227 169 | 2 167 152 | |||
Reference numbers indicate corresponding Notes to the Consolidated Financial Statements.
EMS Group Annual Report 2024/2025
Consolidated Statement of Changes in Equity
(CHF '000) Share
capital
Capital reserves
Retained earnings
Hedging reserves
Translation differences
Equity, attributable to shareholders of EMS-CHEMIE HOLDING AG
Equity, attributable
to non-controlling interests
Equity
At 1. 1. 2023 | 234 | 25 676 1 935 581 | 32 615 (178 318) 1 815 788 | 28 601 1 844 389 | |||
Net changes from cash flow hedges | (14 158) | (14 158) | (14 158) | ||||
Remeasurements of defined benefit plans | (3 012) | (3 012) | (3 012) | ||||
Translation differences | (46 597) | (46 597) | (3 160) | (49 757) | |||
Other comprehensive income | (3 012) | (14 158) | (46 597) | (63 767) | (3 160) | (66 927) | |
Net income | 457 578 | 457 578 | 3 625 | 461 203 | |||
Comprehensive income | 0 | 0 454 566 | (14 158) | (46 597) | 393 811 | 465 | 394 276 |
Dividends paid | (467 781) | (467 781) | (2 297) | (470 078) | |||
At 31. 12. 2023 | 234 | 25 676 1 922 366 | 18 457 | (224 915) | 1 741 818 | 26 769 | 1 768 587 |
At 1. 1. 2024 | 234 | 25 676 | 1 922 366 | 18 457 | (224 915) | 1 741 818 | 26 769 1 768 587 | |
Net changes from cash flow hedges | (3 151) | (3 151) | (3 151) | |||||
Remeasurements of defined benefit plans | (1 645) | (1 645) | (1 645) | |||||
Translation differences | 11 354 | 11 354 | 524 11 878 | |||||
Other comprehensive income | (1 645) | (3 151) | 11 354 | 6 558 | 524 7 082 | |||
Net income | 460 788 | 460 788 | 5 340 466 128 | |||||
Comprehensive income | 0 | 0 | 459 143 | (3 151) | 11 354 | 467 346 | 5 864 473 210 | |
Dividends paid | (374 224) | (374 224) | (2 908) (377 132) | |||||
At 31. 12. 2024 | 234 | 25 676 | 2 007 285 | 15 306 | (213 561) | 1 834 940 | 29 725 1 864 665 | |
31.12. 2024 | 31.12. 2023 | |
Equity, attributable to shareholders of EMS-CHEMIE HOLDING AG, in % of total assets | 82.4 % | 80.4 % |
Capital reserves are not eligible for distribution. Retained earnings include KCHF 47 (2023: KCHF 47) not eligible for distribution. On February 7, 2025, the company announced that for the business year 2024/2025 the Board of Directors will propose a dividend payment of CHF 17.25 per each share to the ordinary annual shareholder meeting on August 9, 2025 (CHF 13.95 ordinary dividend, CHF 3.30 extraordinary dividend).
For further information and data refer to page 4, "Share Performance".
Consolidated Statement of Cash Flows
EMS Group
Annual Report 2024/2025
Notes | 2024 (CHF '000) | 2023 (CHF '000) | ||
Net income | 466 128 | 461 203 | ||
Depreciation, amortization and impairment of intangible assets, property, plant and equipment and right-of-use assets | 8 | 52 580 | 49 625 | |
Loss from disposal of property, plant and equipment, net | 3 | 780 | 555 | |
Increase/(decrease) of provisions | 23 | 16 656 | 2 158 | |
Unrealized currency translation (gains)/losses on foreign exchange positions | 3 254 | 9 177 | ||
Change assets and liabilities of post-employment benefits, net | 22 | 881 | (3 936) | |
Net interest income | 5, 6 | (7 347) | (4 304) | |
Expenses for income taxes | 7 | 82 908 | 30 730 | |
Changes in net working capital | (50 636) | 129 362 | ||
Taxes paid | (83 411) | (97 253) | ||
Interest paid | (1 321) | (801) | ||
Provisions used | 23 | (106) | (47) | |
CASH FLOW FROM OPERATING ACTIVITIES | 480 366 | 576 469 | ||
Purchase of intangible assets and property, plant and equipment | 8 | (32 852) | (49 390) | |
Disposal of intangible assets and property, plant and equipment | 369 | 480 | ||
Decrease in other non-current assets | 9 | (1 172) | 128 | |
Interest received | 10 567 | 2 414 | ||
Received withholding taxes | 13 | 0 | 42 749 | |
Investments of current financial assets | 14 | 199 723 | (98 150) | |
CASH FLOW FROM INVESTING ACTIVITIES | 176 635 | (101 769) | ||
Dividends paid to shareholders of EMS-CHEMIE HOLDING AG | (374 224) | (467 781) | ||
Dividends paid to non-controlling interests | 20 | (2 908) | (2 297) | |
Repayment of lease liabilities | 21 | (4 219) | (4 407) | |
Proceeds from bank loans | 21 | 0 | 23 249 | |
Repayment of bank loans 21 | (22 372) | 0 | ||
CASH FLOW FROM FINANCING ACTIVITIES | (403 723) | (451 236) | ||
Increase/(decrease) in cash and cash equivalents | 253 278 | 23 464 | ||
Cash and cash equivalents at 1.1. | 264 383 | 248 565 | ||
Translation differences on cash and cash equivalents | 707 | (7 646) | ||
Cash and cash equivalents at 31.12. | 16 | 518 368 | 264 383 | |
Reference numbers indicate corresponding Notes to the Consolidated Financial Statements.
Consolidated accounting principles
General information on the consolidated financial statements
The consolidated financial statements give a true and fair view of the financial position, the results of operations and the cash flows of the EMS Group. The consolidation is based on individual financial statements of subsidiaries prepared according to uniform Group accounting principles and in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). They also comply with Swiss law.
Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. All ratios and variances are calculated using the underlying amount rather than the presented rounded amount.
The preparation of consolidated financial statements and related disclosures in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date and revenues and expenses during the reporting period. Actual results may differ from those estimates.
Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary.
Significant estimates and assumptions made by management
Impairment of non-current assets
To ascertain whether impairment has occurred, estimates are made of the expected future cash flows arising from the use and possible disposal of such assets. Significant assumptions are made in relation to such calculations, including expected sales figures, margins and discounting rates. It is also possible for useful life expectancies to be reduced, the intended use of property, plant and
equipment to change, production sites to be relocated or closed, and production plants to generate lower-than-expected sales in the medium term.
Inventories
Purchased inventories are measured at cost, while internally generated products are measured at manufacturing cost. Besides individual costs, the cost of production also includes a proportionate allocation of manufacturing overheads. The recoverability value of inventories is evaluated based on assumptions of future usage and price development.
Receivables
Allowances on receivables are based on assumed and estimated future defaults. Basis for theses assumptions and estimates are outstandings by due dates and specific customer and regional information.
Provisions
In the course of their ordinary business operations, Group companies may be involved in legal proceedings. If considered necessary, provisions for litigation risks, environmental risks and other provisions are recorded for expected net cash outflow. Other provisions primarily cover expected warranty claims arising from the sale of goods or services. The estimated and effective cash outflows in future reporting periods may therefore deviate from the actual estimates.
Employee benefits
The EMS Group operates various retirement plans on behalf of its employees. In the case of defined benefit plans, statistical assumptions are made in order to estimate future developments. When parameters alter due to changes in the economic situation or different market conditions, subsequent effects may differ significantly from the actuarial opinions and calculations.
Income taxes
Measurement of actual and future income tax liabilities is subject to interpretation of the tax legislation in the countries concerned. The accuracy of tax declarations and appropriateness of liabilities are judged in the context of final assessments or inspections by the tax authorities. Furthermore, the judgment as to whether tax-loss carry forwards can be capitalized requires critical assessment of their usability in terms of netting with future profits, which are dependent on numerous imponderables.
Changes in accounting policies
In 2024, the EMS Group has implemented various minor amendments of IFRS to existing standards and interpretations, which have no material impact on the Group's overall results and financial position.
Consistency
The principles of valuation and consolidation remain unchanged from the previous year.
Scope of consolidation
The scope of consolidation includes all companies in and outside Switzerland which are controlled -directly or indirectly - by EMS-CHEMIE HOLDING AG, either by holding more than 50 % of the voting rights or by contracts or other agreements (see note 31 "List of subsidiaries").
Method of consolidation
The financial statements of majority-owned companies are fully consolidated. Assets and liabilities, income and expenses are incorporated in full. Capital consolidation is effected using the acquisition method.
Intercompany transactions and relations have been eliminated in the course of consolidation. Unrealized profits from intercompany deliveries are eliminated in the income statement. All assets and liabilities of acquired companies are valued at fair value at the time of acquisition. Any positive difference between the resulting fair value of the net assets and contingent liabilities acquired and the cost of acquisition is capitalized as goodwill. Results for acquired companies are included in consolidation as from the date on which control was transferred. Changes in a parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In the case of disposal of companies the deconsolidation is effected through the income statement as of the date when control is
relinquished. The companies' results are then included in the consolidation up to such date.
Foreign currencies
The financial statements of the individual Group companies are presented in the currency of the primary economic environment in which the respective company operates (functional currency). The consolidated financial statements are prepared in Swiss francs, the Group's reporting currency.
Financial statements in foreign currencies are translated as follows: current assets, non-current assets and liabilities at year-end exchange rates. Equity items are translated at historical rates. All items in the income statement are translated using the annual average exchange rate. The resulting translation differences are carried to equity without affecting net income. In case of disposal of a foreign subsidiary, the translation differences accumulated are transferred to the income statement (realization). The monetary balance sheet positions in foreign currency are translated at the year-end exchange rates. The differences are recognized in the income statement. Foreign currency transactions are translated at the spot exchange rate or a monthly average exchange rate.
The most important exchange rates:
Annual average Year- end exchange rates exchange rates
Unit | 2024 | 2023 | 2024 | 2023 | ||
Euro | EUR | 1 | 0.952 | 0.972 | 0.941 | 0.934 |
US dollar | USD | 1 | 0.880 | 0.899 | 0.904 | 0.845 |
Japanese yen | JPY | 100 | 0.581 | 0.641 | 0.577 | 0.598 |
Chinese renminbi | CNY | 100 | 12.213 | 12.692 | 12.360 | 11.860 |
Taiwan dollar | TWD | 100 | 2.743 | 2.886 | 2.759 | 2.743 |
Balance sheet date
The balance sheet date of subsidiaries is December
31. The balance sheet date of the parent entity EMS-CHEMIE HOLDING AG is April 30. In accordance with uniform Group accounting principles an interim closing is prepared for the holding company as of December 31.
Valuation principles
The consolidated financial statements are based on historical costs. Exceptions are derivative financial instruments, which are measured at fair value, as well as employee benefit assets and liabilities, which are measured at the present value of the defined benefit obligation less the fair value of the plan assets.
Intangible assets (excluding goodwill)
Software, patents and trademarks are valued at their acquisition cost less amortization and impairment. Amortization is done on a straight-line basis over its limited, economic life which is 3 - 12 years.
Goodwill
Goodwill represents the excess of the sum of purchase price, the amount of non-controlling interests in the acquired company and the fair value of the previously held share of equity over the total fair value of the assets, liabilities and contingent liabilities. Goodwill is subject to an annual impairment test.
Property, plant and equipment
Property, plant and equipment are shown at purchase price or manufacturing cost less depreciation and impairments. Assets are depreciated using the straight-line method over their estimated useful lives. Useful lives are estimated in terms of the asset's physical life expectancy, corporate policy on asset renewals and technological and commercial obsolescence. The value of the capitalized property, plant and equipment is periodically reviewed. An impairment loss is recorded when the carrying amount exceeds the recoverable amount.
Repairs and maintenance are expensed as incurred. Investments in improvements or renewals of assets are capitalized if they increase economic benefit.
Depreciation periods:
Land: normally not depreciated
Plant under construction: normally not depreciated
Buildings: 25-50 years
Technical plant and machinery: 7-25 years
Other property, plant and equipment: 5-15 years
Impairment
The carrying amounts of property, plant and equipment and of intangible assets are reviewed as of the balance sheet date. If there are any indications of permanent impairment, the recoverable amount is determined. The recoverable amount corresponds to the higher of the fair value less costs to sell or the value in use. In cases where the carrying amount is higher than the recoverable amount, the difference is booked in the income statement. For the impairment test the corporate assets are collected at the lowest level for which cash flows can be identified separately (cash-generating units). For estimating the value in use, the future cash flows are discounted to the present value with a discount rate before taxes which includes the current market expectations, the time value of money and the specific risks of the assets.
Investments
Cash and cash equivalents
Cash and cash equivalents include cash on hand, bank account balances and short-term deposits within an original maturity of less than three months. Cash and cash equivalents are valued at their nominal value. Cash and cash equivalents is also used as fund for the cash flow statement.
Other current financial instruments
Other current financial instruments include fixed-term deposits or money market instruments with a maturity within 1 year. Those are entered with financial institutions of high-grade credit rating ("investment grade"). They are measured at amortized costs.
Impairments on other current financial instruments are recognized in financial income/expenses when at the balance sheet date a significant increase in the risk of default is observed. This is the case if the counterparty does not hold an investment grade
rating anymore. In a next level, when objective
Shares in associated companies are included using the equity method. Other investments are valued at historical costs.
Inventories
Inventories used for production are valued at their historical purchase or production cost or at their net realizable value, whichever is lower. Raw materials are valued using the "fifo" (first-in,
first-out) method and at the moving average price. The raw materials included in semi-finished or finished products are valued either using current moving average price or standard costs. The cost of production also includes a proportionate allocation of manufacturing overheads.
Trade receivables
evidence exists that the counterparty is insolvent or in substantial financial difficulties, individual value adjustments are recognized.
Derivative financial instruments
Initial (at trade date) and subsequent measurement of all derivative financial instruments is fair value excluding transaction costs. Changes in fair value are recorded in financial income/expense and, with hedge accounting applied, transferred to other comprehensive income in the equity.
Derivative financial instruments are used to hedge highly probable sales and purchases in foreign currencies (cash flow hedges). When applying IFRS 9 for cash flow hedges, the effective portion of unrealized gains/losses (positive/negative
replacement value) from derivative financial
Trade receivables are measured at amortized costs less allowances for doubtful accounts which are based on credit ratings and expected credit losses. Trade receivables are not discounted.
instruments is recognized in other comprehensive income, the ineffective portion is recognized immediately in the income statement. The gains and losses disclosed in the other comprehensive income are transferred to the income statement together with the recognition of the underlying transaction in the income statement (realization). The goal of hedge accounting is to synchronously recognize the underlying transaction and the realized derivative financial instrument in the income statement.