Major Highlights of the Year

dormakaba continues to expand and deepen its impact throughout the global building industry, linking groundbreaking innovations into seamless solutions for every place that matters.

Functions held by members of the BoD and members of the EC in other companies

In accordance with Art. 734e of the revised Swiss Company Law, the table below lists functions exercised by members of the BoD and EC at other for-profit companies, to the extent these functions are comparable to the function they hold at dormakaba.

BoD Members as of 30 June 2025

EC Members as of 30 June 2025

1.1 Segment reporting

Operating model and organizational structure

The Access Solutions (AS) business consists of the AS commercial business under the leadership of the Chief Commercial Officer (CCO) with support by Global Functions Operations and Innovation.

The company’s five core markets (USA/Canada, Germany, Australia/New Zealand, Switzerland, UK/Ireland) as well as China and India report directly to the CCO; together they represent around 70% of Access Solutions sales. To enable a strong customer focus and sales generation, the core markets are built around:

• Project and solution sales (“direct business”), focusing on end customers, general and technical contractors;
• Product and system sales (“indirect business”), focusing on distributors, value-added resellers, system integrators, and OEMs;
• Service sales, focusing on facility managers, building operators, or installers to support service growth as part of the global core;
• Furthermore, we support the above with pull sales generation via specification and support to architects, design engineers, planners, and other influencers.

The organizational setup includes one further segment Key & Wall Solutions and OEM (KWO). It operates as a standalone and self-contained segment with three global businesses – Key Systems, Movable Walls, and Original Equipment Manufacturing (OEM). Production facilities for Key Systems and Movable Walls are situated in North and South America, Europe, and Asia. The OEM business has plants in mainland China and Taiwan.

Operating model

Organizational structure

The reporting to Group management consists of the five core markets, Key & Wall Solutions and OEM, and the Global Functions, as described above. Segment reporting is prepared in line with our management reporting up to the adjusted EBIT contribution. The reporting forms the basis for assessing performance and allocating resources. Financial transactions of Global Functions that are directly attributable or can be allocated on a reasonable basis to a specific segment are reported under the segment concerned. The financial performance of the key markets is measured at full value contribution to the performance of the Group to improve financial steering, transparency, and accountability. The segment results are based on the same accounting principles that are used to determine the operating profit of the Group. Intersegment transactions are based on the arm’s length principle.

Offering

dormakaba Group provides smart, secure, and sustainable solutions for seamless flow and integrated access. Its portfolio of strong brands offers customers the full range of products, solutions, and services for access to premises, buildings, and rooms. From award-winning, end-to-end access solutions to industry best practices and straightforward installation across a range of markets and industries, dormakaba is a complete partner for door and access systems, catering to a broad range of industries such as hotels, retail spaces, sporting venues, airports, hospitals, offices, utilities, and multi-housing, as well as selected residential markets.

With a clear portfolio segmentation, dormakaba focuses on its global core businesses Access Automation Solutions (door operators, sliding doors, and revolving doors), Access Control Solutions (connected devices and engineered solutions), Access Hardware Solutions (door closers, exit devices, and mechanical key systems) and Services. The Group is also a market leader for Key Systems (key blanks, key cutting machines, and automotive solutions such as transponder keys and programmers), as well as Movable Walls including acoustic movable partitions and horizontal and vertical partitioning systems.

Segment reporting

Reconciliation of operational figures

Compensation at a Glance

Summary of current compensation system for the BoD

BoD members only receive fixed compensation paid in cash and shares restricted for three years. The amount of compensation depends on the function within the BoD.

Shareholding Ownership Guideline

The BoD members are required to own at least 500 dormakaba shares within three years of tenure.

Compensation of the BoD in financial year 2024/25

The compensation awarded to the BoD in financial year 2024/25 is within the limits approved by the shareholders at the AGM:

Summary of current variable compensation system for the EC

The variable compensation system applicable to the EC is designed to engage executives to implement the company’s strategy, to achieve both short- and long-term business objectives, and to create sustainable shareholder value. It consists of the following elements:

Short-term Incentive Mechanism

Variable annual cash payment based on the achievement of Group financial performance indicators.

Individual STI target amounts are determined based on role, market requirements and under strict consideration of our benchmark and pay mix policy as described in the section Total Target Compensation Approach.

Long-term Incentive Mechanism

Annual grant of Performance Share Units (PSU) based on a monetary amount, subject to a three-year vesting period.

Individual LTI target amounts are determined based on role, market requirements and under strict consideration of our benchmark and pay mix policy as described in the section Total Target Compensation Approach.

Shareholding Ownership Guideline

EC members are required to own a minimum multiple of their annual base salary in dormakaba shares within five years of tenure:

Compensation of the EC in financial year 2024/25

The total compensation awarded to the EC in financial year 2024/25 is within the limit approved by the shareholders at the 2023 AGM:

Compensation Governance

• The NCC supports the BoD with matters related to the compensation of the BoD and EC.
• Shareholders approve the maximum compensation amounts of the BoD and EC. Further, they also express their opinion on the compensation system through a consultative vote on the Compensation Report at the AGM.

BoD and EC Compensation

The actual compensation paid to the BoD for the financial year 2024/25 is stable compared to the previous year. At the 2024 AGM, two new independent members were elected (Marianne Janik and Ilias Läber), replacing John Liu and Till Reuter, who retired from the BoD to assume the role of CEO. These changes have no material impact on total Board compensation, which remains aligned with our established framework.

Compensation awarded to the BoD in financial years 2024/25 and 2023/24 (audited)

At the AGM 2024, the shareholders approved a maximum aggregate amount of CHF 3,200,000 for the BoD compensation period from the AGM 2024 until the AGM 2025. The compensation effectively paid for the portion of this term of office included in this Compensation Report (October 2024–30 June 2025) is within the limit approved by the shareholders. A conclusive assessment for the entire period will be included in the Compensation Report 2025/26.

At the AGM 2023, the shareholders approved a maximum aggregate amount of CHF 3,200,000 for the BoD for the compensation period from the AGM 2023 until the AGM 2024. The compensation effectively paid was CHF 2,436,000 and is within the limit approved by the shareholders.

As of 30 June 2025 and in compliance with the Articles of Incorporation, no loans or credits were granted to current or former BoD members, or parties closely related to them.

Compensation awarded to the EC in financial years 2024/25 and 2023/24 (audited)

In the 2024/25 financial year, the EC received total remuneration of CHF 12,026,000, which is within the limit approved by the shareholders. The highest paid individual was Till Reuter, CEO. In comparison to the previous year, total direct compensation (TDC) of the EC decreased by 15%. There are several factors that impacted the level of actual compensation paid to the EC, which are summarized in the explanatory comments to the compensation table below.

Explanatory comments to the compensation table

Changes in EC composition: Carsten Franke was appointed COO on 1 August 2024 as planned, after Stefano Zocca, President KWO, had held the role ad interim until 31 July 2024. Christian Baur was appointed to the Executive Committee effective 1 January 2025 in the new role as CTO as well as President KWO. Stefano Zocca, President KWO, left the Company in December 2024. Further, there was an overlap for the CFO role with René Peter stepping in during our former CFO Christina Johansson’s illness.

Considering all changes, a total of nine EC members received compensation in the reporting year (2023/24: ten EC members in total). Of the total number of EC members in the reporting period, six were active at the end of the reporting period (end of 2023/24: five active EC members).

Compensation changes: The total target compensation for one EC member was increased by 8% compared to the prior reporting period to bring compensation in line with market requirements. For the remaining EC members active throughout the reporting year, the total target compensation remained stable compared to the prior reporting period. Allowances were paid to individual EC members stepping into interim roles for a defined period. These allowances are included in the fixed remuneration.

STI payout: The STI payout formula is based on the achievement of pre-determined performance objectives (as described under section 3.1). The STI payout for the CEO and EC members reflects the development of the Groupʼs organic net sales, adjusted EBITDA margin and adjusted ROCE, which are the main drivers of the STI payout. The payout amount decreased by 14% compared to the amount reported for the previous reporting period. On average, the STI payout for EC members is 115% of the STI target (prior year: 123%).

The achievement per KPI is outlined in the STI performance section below.

LTI grant in September 2024: The grant size (nominal value) for each participant including the CEO was set as a monetary amount strictly considering the organization level and external benchmark for a similar function in the relevant market, the positioning of the individual’s total direct compensation compared to that benchmark and the target pay mix for the position (as described under section 3.2).

The total grant amount reported is 24% lower compared to the amount reported for the prior reporting period for the following reasons: In the reporting period LTI grants were made to six EC members (prior reporting period: seven EC members). One EC member received a pro-rated grant to account for his eligibility for the period 1 January to 30 June 2025. No grants were made to EC members that were not active at the time of the grant.

Performance in financial year 2024/25 (not audited)

STI Performance

The STI performance achievement and payout range for the performance objectives (as described under section 3.1) are illustrated in the table below. As explained in section 3.1., this represents commercially sensitive information; therefore, no further details on the required achievement levels are disclosed.

For all STI-relevant performance objectives, the required achievement level is derived from the company’s strategic business plan and aligned with an ambitious budget for the respective financial year.

The calculation of the short-term incentive is determined based on key performance indicators as reported in the financial statements.

dormakaba’s strong performance in financial year 2024/25 is reflected in the STI overall performance factor of 118.5% (prior year: 127.7%) for the Group.

• Organic net sales growth: The company achieved good organic net sales growth of 4.1% amid a challenging market environment marked by trade tariffs and geopolitical tensions.
• EBITDA margin: The adjusted EBITDA margin increased from 14.7% to 15.5%. This significant margin expansion is mainly due to the execution of the strategy-related transformation program, showing the results of effective and sustainable cost management as well as reflecting efficiency improvements from complexity reduction.
• ROCE: Return on capital employed (ROCE) significantly improved from 29.0% to 30.6%, due to increased adjusted EBIT. With this, the company delivered its mid-term commitment of over 30% ROCE one year ahead of plan.

LTI Performance

The performance share units granted under the long-term incentive in September 2021 vested in September 2024 based on the EPS growth (50% weight) and the TSR ranking (50% weight) over the three-year vesting period at a total vesting level of 78.25% (prior year: 27.13%). The performance per KPI and the payout level at vesting are illustrated below.

In accordance with the LTI plan rules, the EPS calculation may be adjusted for extraordinary items in accordance with Alternative Performance Measures (APM) adjusted for Items Affecting Comparability (IAC) and must be approved by the Board.

Compensation Mix Awarded in Reporting Period

The table below represents the pay mix of the CEO and active EC members for the actual Annual Base Salary (ABS) pay and STI and LTI (excluding benefits and social security), which is in line with our compensation strategy and pay-for-performance principles.

Compensation paid compared to budget approved by shareholders

At the AGM 2023, the shareholders approved a maximum aggregate amount of CHF 15,500,000 for the EC for the financial year 2024/25. The total compensation effectively awarded of CHF 12,026,000 is within the limit approved by the shareholders.

Loans and credits

As of 30 June 2025, in compliance with the Articles of Incorporation, no loans or credits were granted by dormakaba to current or former EC members, or parties closely related to them.

Shares held by BoD and EC (audited)

As at the respective call date, the individual BoD and EC members (including related parties) held the following number of shares in dormakaba Holding AG.

As of 30 June 2025, all BoD members comply with the respective share ownership guidelines. As of 30 June, all but one EC member comply with the SOG. In line with the SOG, the respective EC member is required to hold all shares vesting from the LTI until such requirement is fulfilled. With the upcoming vesting of the grant from September 2022 in September 2025, holding requirements will be fulfilled.

Capital structure

Capital

dormakaba Holding AG’s share capital as of 30 June 2025 is CHF 420,002.60, divided into 4,200,026 fully paid-up registered shares with a nominal value of CHF 0.10 each. As at 30 June 2025, dormakaba Holding AG has conditional capital of a maximum of CHF 42,438.40 (corresponding to 10.10% of the share capital) for issuing bonds or similar instruments (up to a maximum of CHF 36,000, divided into 360,000 registered shares with a nominal value of CHF 0.10 each) and for employee participation programs (up to a maximum of CHF 6,438.40, divided into 64,384 registered shares with a nominal value of CHF 0.10 each), and a capital range reaching from CHF 378,002.60 (lower limit) to CHF 462,002.60 (upper limit).

The total of new registered shares to be issued from conditional share capital and the capital range, where the subscription or advance subscription rights were restricted or excluded (see below), is limited until 5 October 2028 or until an earlier expiry of the capital range, to 420,000 new registered shares (i.e. to less than 10% of the currently issued share capital).

Conditional capital

The share capital of dormakaba Holding AG may be increased by an amount not exceeding CHF 36,000 by issuing up to 360,000 registered shares, to be fully paid up, with a nominal value of CHF 0.10 each, through the exercise of conversion and/or option rights that have been granted in connection with the issue of bonds or similar instruments by dormakaba Holding AG or a Group company, and/or through the exercise of option rights that have been conferred on shareholders. If bonds or similar instruments are issued in connection with conversion and/or option rights, the subscription rights of existing shareholders are excluded. The right to subscribe to the new registered shares falls to the respective holders of conversion and/or option rights. The purchase of registered shares by exercise of conversion and/or option rights, as well as every subsequent transfer of registered shares, is subject to the restrictions set out in the Articles of Incorporation. The BoD is entitled to limit or abolish the pre-emptive subscription right of shareholders in connection with the issue of bonds or similar instruments with conversion and/or option rights if such instruments are issued for the purpose of financing the acquisition of companies, parts of companies, or equity interests.

In addition, the share capital of dormakaba Holding AG may be increased by no more than CHF 6,438.40 by issuing to employees and BoD members of dormakaba Holding AG and of Group companies no more than 64,384 registered shares with a nominal value of CHF 0.10 each, which must be fully paid up. The subscription rights of existing shareholders to such new shares are excluded. Registered shares or option rights in this respect will be issued to employees or BoD members subject to one or more sets of regulations to be defined by the BoD and taking into account individual performance, function, and level of responsibility. The group of beneficiaries and the principles of allocation are disclosed in the Compensation Report. Said registered shares or option rights may be issued to employees or BoD members at a price below the market price. In connection with the issue of option rights to employees and BoD members, the pre-emptive subscription rights of existing shareholders are excluded. The purchase of shares within the context of employee share ownership schemes and any subsequent transfers of such shares are subject to the restrictions set out in the Articles of Incorporation.

Capital range

The annual general meeting of shareholders (Annual General Meeting/AGM) of 5 October 2023 created a capital range pursuant to article 653s of the Swiss Code of Obligations and authorized the BoD of dormakaba Holding AG to increase or reduce the share capital of the company once or several times within the capital range between CHF 378,002.60 (lower limit) and CHF 462,002.60 (upper limit) until no later than 5 October 2028 or until the earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 420,000 fully paid registered shares with a nominal value of CHF 0.10 each or by cancelling up to 420,000 registered shares with a nominal value of CHF 0.10 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and re-increase of the share capital. In the event of an issue of registered shares, the subscription to and acquisition of new registered shares and each subsequent transfer of registered shares shall be subject to the restrictions set out in the Articles of Incorporation. In the event of a capital increase within the capital range, the BoD determines, to the extent necessary, the number of new shares, the date of issue, the issue price, the type of contribution, the conditions of exercising subscription rights, and the start date for dividend entitlement. The BoD may issue new shares by having a bank, another financial institution or third party underwrite them all and then making an offer to existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The BoD is entitled to permit, restrict or exclude trading with subscription rights. The BoD can let unexercised subscription rights lapse or can take these rights, or the shares for which these rights are granted but not exercised, and place them at market conditions or use them otherwise in the interests of dormakaba Holding AG. In the event of a share issue, the BoD is authorized to cancel or restrict and allocate shareholders’ subscription rights to third parties, to dormakaba Holding AG or a Group company under the conditions or for the reasons or purposes set forth in the Articles of Incorporation (see § 3c – Capital Range).

Changes in capital in the last three financial years

The share capital of dormakaba Holding AG did not change in the last three financial years.

Changes in equity of dormakaba Holding AG within the last three financial years

Shares and non-voting shares (Partizipationsscheine)

Each share entitles the holder to one vote at the General Meeting of dormakaba Holding AG. Voting rights can only be exercised if the shareholder is registered with voting rights in the share register of dormakaba Holding AG. The shares of dormakaba Holding AG are not physical but are issued purely as security rights. They are registered as book-entry securities. Shares carry full dividend rights. There are no outstanding shares with privileged dividend rights or other preferential rights. dormakaba Holding AG has not issued any non-voting shares (Partizipationsscheine).

Profit-sharing certificates (Genussscheine)

dormakaba Holding AG has not issued any profit-sharing certificates (Genussscheine).

Limitations on transferability and nominee registrations

Transfers of shares of dormakaba Holding AG require the approval of the BoD of the company. The Articles of Incorporation do not provide a percentage limit on the number of shares beyond which an acquirer may not be recorded as a shareholder in the share register. Acquirers of shares shall be recorded in the share register as shareholders with voting rights upon request, if such acquirers expressly declare that they have acquired these registered shares in their own name and for their own account, that there is no agreement on the redemption or the return of corresponding shares, and that they bear the economic risk associated with the shares. Art. 685d para. 3 of the Swiss Code of Obligations remains reserved. The BoD will register individual persons who do not expressly declare that they hold the shares for their own account (“nominees”) in the share register with the right to vote provided the nominee has entered into an agreement with the BoD with respect to its position and if the nominee is subject to recognized banking or financial market supervision. Otherwise, such shares held by nominees can be registered in the share register without voting rights.

In the financial year under review, the BoD granted no exemptions from the transfer restrictions.

Cancelling or changing the limitations on the transferability of shares requires a resolution by the General Meeting supported by at least two-thirds of the votes represented. Book-entry securities based on dormakaba Holding AG shares cannot be transferred by assignment, neither can collateral be placed by assignment on these book-entry securities. The transfer of such book-entry securities follows the stipulations of the Swiss Federal Intermediated Securities Act.

Convertible bonds and options

Neither dormakaba Holding AG nor any of its Group companies have issued any convertible bonds or warrants that are still outstanding, or any options. This does not include the allocation of shares to employees under the stock award plans, details of which are given in the Compensation Report.

3.2 Share capital and treasury shares

Share capital

As of 30 June 2025, the share capital comprised 4,200,026 registered shares with a par value of CHF 0.10 each. The shares are listed on the SIX Swiss Exchange (DOKA/ISIN CH0011795959).

Conditional capital as of 30 June 2025 amounted to CHF 42,438.40.

The Company has a capital range ranging from CHF 378,002.60 (lower limit) to CHF 462,002.60 (upper limit). The Board of Directors is authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until 5 October 2028, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 420,000 fully paid registered shares with a nominal value of CHF 0.10 each or by cancelling up to 420,000 registered shares with a nominal value of CHF 0.10 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and re-increase of the share capital. No shares were issued out of authorized capital in the 2024/25 financial year.

Treasury shares

Treasury shares are recorded as a negative balance within equity and are disclosed in the consolidated statement of changes in equity. These registered shares are predominantly intended for share-based compensation. Further information about the long-term incentive stock award plans are disclosed in the note on personnel expenses (1.3) and within the Compensation Report.

Further information on the long-term incentive stock award plans is included in the Compensation Report.

Basic Principles of Compensation

The compensation system of dormakaba reflects the Companyʼs commitment to attracting, engaging, and retaining the best talent. It is designed to engage executives and employees to implement the company’s strategy, to achieve the company’s short-term and long-term business objectives, and to create sustainable shareholder value.

The compensation for BoD members consists exclusively of a fixed payment in cash and restricted shares. This ensures that the BoD remains independent in exercising its supervisory duties toward the EC.

The compensation for EC members consists of fixed and variable payments in cash, shares and benefits. The EC compensation system principles are illustrated below.

The compensation system for EC members and its four principles

2. Operating assets and liabilities

Detailed information on the operating assets used and liabilities incurred to support the Group’s operating activities is disclosed in this section. This includes disclosures on the valuation of trade receivables and inventory as well as movements in tangible and intangible assets, provisions, and employee benefits.