Annual
ReportFinancial Year 2023/24
dormakaba Holding AG

dormakaba

Annual Report 2023/24

2

Key figures and other financial
information
CHF million, except where indicated
Net sales
12,837.1

2,848.8–11.7-370 bps

8.4
1,137.2

4.5

Gross margin in %

40.2

39.9

30 bps

Personnel expenses

1,210.1

1,127.9

82.2

EBITDA (Operating profit before depreciation and amortization)

293.1

325.8

–32.7

Adjusted EBITDA (Adjusted operating profit before depreciation andamortization)

416.9

384.8

32.1

Adjusted EBITDA in % of net sales

14.7

13.5

120 bps–6.3

Net profit

82.2

88.5

Net profit after minorities

42.2

45.7

–3.5

Basic earnings per share (in CHF)

10.1

10.9

–0.8
–0.9

Diluted earnings per share (in CHF)

10.0

10.9

Dividend per share (in CHF)

8.00

9.50

–1.5

Payout ratio in %2

51.1

51.7

-60 bps

Net cash from operating activities

286.2

288.4

–2.2

Operating cash flow margin in %

10.1

10.1

0 bps

Free cash flow

204.6

176.6

28.0

Total assets

1,965.5

1,946.5

19.0

Total liabilities

1,623.1

1,611.9

11.2

Equity

342.4

334.6

7.8

Net working capital

704.3

694.0

10.3

Net working capital in % of net sales

24.8

24.4

40 bpsNet debt

454.8

596.9

–142.11.1

1.6

1,184.4

1,222.7

–38.3

29.0

25.1

390 bps

15,336

15,519–183

Net debt/Adjusted EBITDA
Average CE (Capital employed)
ROCE (Return on capital employed)3
Average number of full-time equivalent employees

3

Change4.7

Gross margin2

2022/23

1,141.7

Organic growth in %1

2023/24

Organic growth in % is calculated by adjusting the current year’s sales for acquisition impact and comparing it to the previous year’s sales adjusted for currencytranslations and divestment impact. In 2023/24 the currency translation effect on previous year’s sales amounts to CHF ‑139.5 million.
In 2023/24: proposal to the Annual General Meeting and subject to the number of shares entitled to dividend as of 14 October 2024.
The ROCE calculation is based on EBIT, adjusted for items affecting comparability (IAC). The detailed calculation is disclosed in the note on alternative
performance measures (APM) (5.2) of the consolidated financial statements in the Annual Report 2023/24 of dormakaba.

Further information on financial sustainability of the Group is available in thechapter Consolidated Financial Statements. Performance measures that are not defined by
the applied accounting standard, Swiss GAAP FER, are detailed in chapter 5.2 Alternative
performance measures (APM) of the consolidated financial statements.

dormakaba

Annual Report 2023/24

Table of contents
4dormakaba at a Glance

6

Group Management Report

40

Corporate Governance Report

68

Compensation Report

99

Consolidated Financial Statements

151

Financial Statements dormakaba Holding AG

164

Five-year Performance Overview

7
11
14
16
20
25
26
31
38

Letter to Shareholders
Major Highlights
StrategyGroup Performance
Business Performance
Outlook
Corporate Information
Opportunity & Risk Report
Research & Development3dormakaba
Annual Report 23/24

Group
Management
ReportMotionIQ, an intelligent door system, optimizes the control of
automatic swing doors determining the movement vector of
people and calculates the ideal opening point as well as theindividual hold-open time. This significantly reduces the timethe door is left open and reduces energy losses.

Annual Report 2023/24

7

The strategy is delivering as expected: dormakaba has achieved strong organic net sales
growth with substantial increases in both the adjusted EBITDA margin and ROCE. As we
progress further in our strategy execution, our priorities are also evolving: these will include
building on leadership positions to boost sustainable growth in core markets, leveraging key
offerings beyond their home markets, reducing portfolio complexity to free up resources forfurther investment in innovation, establishing continuous improvement programs throughout
production and procurement, and fostering a high-performance, customer-centric culture.
With this, we will ensure that our strategy continues to deliver sustainable improvements andgrowth.
Fostering our strong ESG position
As a leading global player in the access and thus construction industry, we take our ESG
responsibilities very seriously. That is why we have now further linked sustainability goals
with our business goals, integrating ESG targets into our Long-Term Incentive plan for
executive compensation.
dormakaba benefits from a strong foundation for its sustainability governance, with clear
targets and ambitions. This has allowed us to delegate further oversight responsibility forsustainability measures to the Board of Directors and the Executive Committee. This year weare publishing our first Task Force on Climate-Related Financial Disclosures (TCFD) andextended EU Taxonomy reports. We are also in compliance with the non-financial reporting
requirements of the Swiss Code of Obligations, and have completed the double materiality
assessment under the EU Corporate Sustainability Reporting Directive. Most importantly, we
have now introduced a binding vote on our Sustainability Report at the Annual General
Meeting of Shareholders (AGM) on 10 October 2024.

Corporate Governance
ReportCompensation Report

Strong 2023/24 performance driven by strategy execution

Consolidated financial
statements

This financial year has seen dormakaba make good progress on the execution of its
Shape4Growth strategy and related transformation program, leading to a strong financial
performance in line with its mid-term targets. A new organizational setup has been put into
place, with global management of our commercial organization and innovation. We have
sharpened our focus on core strategic markets and launched key efficiency and costinitiatives in operations, procurement and corporate services.

Financial statements
dormakaba Holding AG

Dear Shareholders,Five-year performanceoverview

Svein Richard Brandtzæg (Chairman)

Corporate Information

Business PerformanceGroup Financial
Performance

Chairman Letter

Letter to Shareholders

Letter to Shareholders

dormakaba

dormakaba

Annual Report 2023/24

Letter to Shareholders

8Group Financial
Performance
Business Performance
Corporate Information

Svein Richard Brandtzæg
Chairman

Corporate Governance
ReportSincerely,

Compensation Report

We firmly believe that dormakaba is well positioned for the coming years, and we willcontinue to work to earn your trust and support every day. On behalf of the Board of
Directors, I want to take this opportunity to thank you for your much valued trust during thistime of transformation.

Consolidated financial
statements

Finally, the Board of Directors is opening the position of Auditor with an ongoing tender, withthe resulting candidate to be proposed to the 2025 AGM.

Financial statements
dormakaba Holding AG

Till Reuter resigned from his seat on the Board of Directors in order to take up his
responsibilities as CEO on 1 January 2024. In addition, John Y. Liu will retire from the Board
effective 10 October. The Board of Directors proposes Marianne Janik and Ilias Läber forelection to the two open seats.

Five-year performanceoverview

At the upcoming AGM, the Board of Directors will propose a dividend CHF 8.00 which
represents a payout ratio of 51.1%. This reflects our strong operational performance and theimpact of one-off restructuring expenses for our transformation on this financial year’s net
profit.

Letter to Shareholders

AGM 2024: continued progress in governanceAnnual Report 2023/24

9Strong 2023/24 performance both for organic growth and profitability
The 2023/24 results show our progress: We achieved strong organic net sales growth of 4.7%
in a demanding economic environment. We significantly expanded our adjusted EBITDA
margin by 120bps to 14.7%, showing first payoffs from the transformation program. Bothbusiness segments, Access Solutions (AS) and Key & Wall Solutions and OEM (KWO),
contributed to this strong performance: our AS core markets recorded positive organic net
sales growth and KWO overall marked a record year in both growth and profitability. Returnon capital employed (ROCE) increased substantially by 390bps to 29.0%, profiting from
improved average net working capital and adjusted EBIT. Finally, we achieved solid free cash
flow and strengthened our debt profile.

Corporate Governance
ReportCompensation Report

Transformation program delivers tangible improvements
Our strategy execution is progressing well and delivering tangible, sustainableimprovements, supported by the transformation program introduced in July 2023. In the past
year, we have set up the three planned regional shared service centers, defined the
optimization of our operations network for implementation, improved plant productivity,
consolidated our supplier base further, and established a global product development
roadmap. We reached agreements with our social partners in Germany, Switzerland andAustria which enabled us to enter the execution phase of major transformation initiatives andto realize the corresponding cost savings. With major efficiency initiatives in execution, we
are now advancing to establish further growth initiatives. This will include building onleadership positions to boost sustainable growth in core markets, leveraging key offerings
beyond their home markets, and further reducing portfolio complexity to free resources forfurther investment in innovation.

Consolidated financial
statements

In the eight months since becoming CEO, I have had many fruitful conversations withdormakaba employees and customers around the world. I am grateful for their frank input
and highly encouraged by their enthusiasm for what we as a company have to offer.

Financial statements
dormakaba Holding AG

Dear Shareholders,Five-year performanceoverview

Till Reuter (CEO)Corporate Information

Business PerformanceGroup Financial
Performance

CEO Message

Letter to Shareholders

Letter to Shareholders

dormakaba

Recognized progress in our sustainability initiatives
We have hit our ambitious CO2 emissions targets for the third year in a row, and have again
increased our share of self-generated solar energy. Further, we have taken a big leap in ourhealth and safety management, resulting in a substantial reduction of our recordable injury
rates. Our overall progress in sustainability has been recognized by the media and themarkets. dormakaba was named among TIME magazine’s 500 World’s Most Sustainable
Companies for 2024, and one of Europe’s Climate Leaders by the Financial Times. We kept
our Prime Status in the ISS-ESG Corporate Rating and our AA rating from MSCI. We also
received our third gold medal from EcoVadis, recognizing dormakaba as among the top five
percent of over 130,000 organizations assessed for ESG criteria.
Outlook
Looking ahead, we will continue to execute our strategy, supported by a strong orderbook
and new, innovative products. We are confident that we will continue to grow organicallydespite an ongoing, challenging environment. For 2024/25 we expect organic net sales
growth in the range of 3–5% and adjusted EBITDA margin of at least 15%.
Throughout this eventful year, I have been most grateful for the positive energy of ouremployees, whose drive to innovate and provide great service is at the heart of all we do –and for the inspiration of our customers, whose ever-evolving needs give us the chance toshow our best. Together, we are on the right path to growth.

Letter to Shareholders
Five-year performanceoverview

Till Reuter
CEO

Financial statements
dormakaba Holding AG

Consolidated financial
statements

Sincerely,Group Financial
Performance

Merging innovation, sustainability and customer efficiency
Our Motion IQ technology and Door Efficiency Calculator (DEC) tool are prime examples for
how we are merging innovation, customer efficiency and sustainability by offering ourcustomers solutions that help them meet their own sustainability goals. Starting withGermany and Switzerland in the past year, Motion IQ is now being rolled-out throughout
Europe and is continuously integrated into more product ranges such as automatic swing
doors. The DEC tool is now introduced in 18 countries.

Business Performance

We successfully implemented numerous airport projects around the world, expanding our
regional production center in Chennai to meet growing demand. To maintain our innovation
leadership in this sector, we are collaborating with leading technology companies like Rohde& Schwarz on new solutions for passenger screenings.

10

Corporate Information

Setting our team up to win
Our success in key markets and market segments highlights that our strategic initiatives arewell aligned with what our customers want. Our new organizational setup, with global
management of our commercial activities and innovation, has brought us closer to ourcustomers to serve them more efficiently as one global team. This has led to significant
project wins around the world, such as the University of Osloʼs ambitious Life Science Building
project, where dormakaba was chosen to supply access solutions for what will become
Norwayʼs largest research and education facility.

Letter to Shareholders

Corporate Governance
ReportAnnual Report 2023/24

Compensation ReportdormakabaGroup Financial Performance16

adjusted EBITDA Margin

ROCE

+4.7%

14.7%

29.0%

CHF 2,837.1m+120bps+390bps

net profit

free cash flow

net debt

CHF82.2m

CHF204.6m CHF454.8m–7.1%+15.9%

dormakaba expanded its adjusted EBITDA margin significantly during the financial year. The
company closed 2023/24 with an adjusted EBITDA of CHF 416.9 million and an adjusted
EBITDA margin of 14.7%. Not only does this represent a 120bps margin increase over theprevious year, it also marks a continuous margin improvement over the last four semesters.
dormakaba is on track to deliver on its mid-term targets. Execution of the transformation
program that was announced on 3 July 2023 significantly contributed to the expansion ofadjusted EBITDA margin through operational efficiency and procurement initiatives. Threeshared service centers were established: Nogales (Mexico) for North and Latin America,
Sofia (Bulgaria) for Europe, and Chennai (India) for Asia Pacific. These centers are fully
operational. Several countries have been already successfully transitioned to the sharedservice centers.
Agreements with employee representatives were reached in Germany, Switzerland, andAustria. This enables dormakaba to enter the execution phase of major transformation
initiatives concerning the operations footprint and the transfer of tasks to the shared service
centers, and to realize the corresponding cost savings. dormakaba incurred one-off

Corporate Governance
ReportCompensation Report

In the financial year 2023/24, dormakaba’s net sales grew organically by 4.7%, driven byhigher pricing (+2.8%) and volume (+1.9%); the latter showed even stronger development in
the second half of the financial year. This strong organic growth was achieved in ademanding economic environment characterized by ongoing inflation, high interest rates,and geopolitical tension. Both business segments, Access Solutions (AS) and Key & Wall
Solutions and OEM (KWO), contributed to organic sales growth and business expansion. The
appreciation of the CHF against all major currencies led to a negative currency translation
effect of 4.9% resulting in total sales of CHF 2,837.1 million, a decline of 0.4%.

–23.8%

Consolidated financial
statements

dormakaba achieved strong organic net sales growth and significantly expanded its
adjusted EBITDA margin in the financial year 2023/24. Net profit was influenced by one-off
restructuring charges by the Shape4Growth Transformation program.

Business Performanceorganic net sales growth

Corporate Information

Strong organic net sales growth andmargin expansion

Group Financial
Performance

Letter to Shareholders

Group Performance

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Strong organic net sales growth and margin expansion in both business segments
Both business segments, Access Solutions and Key & Wall Solutions and OEM, performed welland were able to support dormakaba’s development in line with its mid-term targets.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

Net working capital as a percentage of net sales increased slightly from 24.4% to 24.8%. The
strong organic net sales growth led to an increase in accounts receivable, partially offset byincreased accounts payable. Cash and cash equivalents increased by 23.2% and ended theyear at CHF 150.4 million. A solid free cash flow of CHF 204.6 million allowed dormakaba tosignificantly reduce its current borrowings from CHF 119.1 million to CHF 6.2 million.
dormakaba has a strong debt profile with the only remaining maturities being the two bonds
due in October 2025 and 2027. As a result, net debt decreased to CHF 454.8 million with aresulting net debt to adjusted EBITDA ratio of 1.1x. Return on capital employed (ROCE)
increased substantially by 390bps to 29.0%, profiting from improved average net working
capital and increased adjusted EBIT.

Corporate Governance
ReportKey balance sheet figures

Compensation Report

In the financial year 2023/24 dormakaba delivered a solid free cash flow of
CHF 204.6 million, an increase of 15.9% over the previous year. Strong operational
performance was the major driver of this development, and the sale of investments inassociates also contributed positively.

17

Consolidated financial
statements

restructuring expenses and overall items affecting comparability (IAC) at EBITDA level of
CHF 123.8 million. The impact of goodwill amortization on EBIT amounted to CHF 49.5 million;
adjusted EBIT was therefore CHF 344.0 million. Net profit, at CHF 82.2 million, wasadditionally impacted by a higher tax-rate of 38.7%, driven mainly by tax non-deductible
goodwill amortization and restructuring expenses in Germany.

Group Financial Performance

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

15.2%

CHF 2,405.9m+80bps

While the global economy avoided a broad recession in the financial year 2023/24, it still
experienced subdued GDP growth that fell short of pre-pandemic levels. This slowdown was
driven by persistent high inflation, elevated interest rates, and ongoing geopolitical tensions.
Regionally, economic performance was uneven. The US economy displayed notable
resilience, while Europe faced downturns, with Germany experiencing negative growth. China
fought with a sluggish housing market.
Elevated interest rates impacted affordability of property, and therefore demand forresidential construction. In contrast, the non-residential sector, in which dormakaba is
primarily active, displayed more robust growth in 2023/24.
The Access Solutions business segment reported strong organic net sales growth of 4.9%
and total sales of CHF 2,405.9 million. Price realizations contributed +3.0%, while volumes
grew by 1.9%. All major product clusters as well as After Sales Services contributed to
growth.
Core markets recorded positive organic net sales growth. Germany reported growth of 10.0%
supported by strong project business. Growth of 2.5% in Australia/New Zealand was driven
by automation and hardware solutions. Both these markets also saw gains in market share.
North America reported solid sales growth of 5.2%. Switzerland recorded a strong
performance in Access Solutions, with the project as well as service business being the
primary growth drivers. This strong performance was offset by softer demand forcontactless smart cards resulting in organic net sales decline of 0.6%. United Kingdom/
Ireland was able to turn around its growth: after experiencing negative sales growth in thefirst half of the financial year, the market was able to generate positive growth in the second
half, ending the financial year with overall organic net sales growth of 0.6%.
dormakaba’s business in India maintained its momentum and recorded double-digit organic
growth, while China was able to increase volumes in the second half of the financial year,
ending with positive organic net sales growth.
The Rest of the World Access Solutions markets reported favorable organic net sales growth,with strong growth rates in Scandinavia/Baltic, Austria, and France and very strong, primarily
volume-driven rates in mid-sized markets such as Italy, Iberia, Singapore, and Eastern Europe.
Following the first half of the financial year, Middle East continued to record a decline in net
sales due to project delays and a high prior-year baseline.

Letter to Shareholders
Group Financial
Performance+4.9%

Business Performanceadjusted EBITDA Margin

Corporate Information

organic net sales growth

Corporate Governance
ReportOrganic net sales growth acrosscore countries

Compensation Report

Access Solutions

21

Consolidated financial
statements

Business Performance

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

The financial year 2023/24 marked the first year in the ongoing transformation program
announced on 3 July 2023. dormakaba made significant progress on the individualcomponents of the transformation. The company successfully established three sharedservice centers for HR and Finance in Mexico, Bulgaria, and India. While currently in ramp-up,
these have already started taking over activities from operational businesses. Moreover,agreements were reached with employee representatives in Germany, Switzerland, andAustria. This enables dormakaba to take the next step in successfully executing its
transformation program.

22

Compensation Report
Consolidated financial
statements
Financial statements
dormakaba Holding AG
Five-year performanceoverview

Sensor barriers like Argus V60 (left) are an elegant type of access control solution insupervised areas, allowing access control through an integrated sensor technology. The PIN
code keypad 90 12 (right) can increase security for selected rooms. In addition to verification
with RFID access media, you can enter a PIN code with the battery-powered keypad.

Corporate Governance
ReportCorporate Information

Business Performance

Activities that focus on further consolidating the company’s supplier base, the impact fromthe transformation program, lower raw material expenses, and price increases as well as
increased procurement and operational efficiencies resulted in a tangible, positive
contribution to the segment’s profitability in the financial year 2023/24. Consequently,
adjusted EBITDA for Access Solutions increased to CHF 366.3 million, reaching an adjusted
EBITDA margin of 15.2%.

Business Performance

Letter to Shareholders

Annual Report 2023/24

Group Financial
Performancedormakaba

Annual Report 2023/24

Business Performance

Key & Wall Solutions
and OEM

23

Letter to Shareholders

dormakaba

The financial year 2023/24 marked a record in both growth and profitability for Key & Wall
Solutions and OEM (KWO). The second half of the financial year was characterized by arecovery in organic net sales growth compared to the first half of the financial year. In
addition, the business segment was able to surpass its record level of profitability from thefirst half of the financial year. It reported total sales of CHF 484.4 million and strong organic
net sales growth of 4.5%, of which 1.4% were attributable to price realizations and 3.1% tovolume. The main growth drivers were an exceptional performance of the Movable Walls
business unit and increased volumes in OEM. The Key Systems business unit recorded a
decline in sales.
Key Systems net sales were negatively impacted by softer demand, primarily in North and
Latin American markets, and lower demand for key blanks from the residential business in
Europe. Key Systems EMEA and India & South-East Asia reported stable net sales. Overall, thebusiness unit recorded a good order intake in the financial year. Due to the reduction in net
sales, adjusted EBITDA declined in 2023/24. However, good management of sales &marketing, general and administrative expenses mostly compensated for the lower demand.
Movable Walls continued the path of the first half of the financial year and reported doubledigit organic net sales growth for the full year. This was primarily driven by the business unit’s
leadership position in the North American market, but all regions contributed to growth while
also recording good order intake. Adjusted EBITDA increased in all regions, reaching record
levels in America. Extensive operational performance improvements in Europe & Africa also
contributed to the positive development.
The OEM business unit, a part of KWO since July 2023, saw low organic net sales growthcompared to the previous year. This was in the context of a weaker external market
characterized by high inflation, increased pricing pressure, and a challenging economic
situation. The business unit was also able to increase its adjusted EBITDA margin.
As a result, Key & Wall Solutions and OEM was able to significantly improve its profitability by
270bps, reporting a record adjusted EBITDA margin of 19.7% (CHF 95.2 million). A strong
order book and efficient profitability management will allow the business segment tocontinue leveraging its market-leading position in Movable Walls and Key Systems.

Corporate Information+270 bps

Corporate Governance
ReportCHF 484.4m

Compensation Report

19.7%

Consolidated financial
statements+4.5%

Financial statements
dormakaba Holding AG

adjusted EBITDA Margin

Five-year performanceoverview

organic net sales growthBusiness PerformanceGroup Financial
Performance

A record year in profitable growthAnnual Report 2023/24

Business Performance24

Corporate Information
Corporate Governance
ReportCompensation Report
Consolidated financial
statements
Financial statements
dormakaba Holding AG
Five-year performanceoverview

Variflex movable wall (left) is a sound-insulating partitioning systems that can modify room
sizes with ease, flexibility, and speed. The Silca Quattrocode D700 (right) cuts and engraves
sheet and dimple keys in a single operation to improve the speed and quality of service foryour customers.

Business PerformanceGroup Financial
Performance

Letter to Shareholders

dormakaba

adjusted EBITDA margin

3–5%

at least
15%

Letter to Shareholders
Group Financial
Performance
Business Performanceorganic net sales growth

Corporate Information

For 2024/25 dormakaba expects organic net sales growth in the range of 3–5% and an
adjusted EBITDA margin of at least 15%.

Corporate Governance
Report

For the financial year 2024/25, dormakaba will progress further on its trajectory of profitable
growth. Supported by a strong order book and new, innovative products, dormakaba is
confident that it will continue growing organically despite an ongoing, challenging
macroeconomic environment, persistent high inflation, and a lack of visibility. The company
will continue the rigorous execution of its Shape4Growth transformation, leveraging sharedservices, optimizing its footprint, and boosting operational efficiency while introducing
additional components to reduce product and process complexity and further accelerate
growth.

Compensation Report

Outlook25

Consolidated financial
statements

Business Performance

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba1

Under § 290 of the Deutsches Handelsgesetzbuch (HGB, German Commercial Code), dormakaba
Holding GmbH + Co KGaA is obliged to prepare consolidated financial statements, and under § 315 HGB it isobliged to prepare a Group Management Report. However, under § 292 HGB dormakaba Holding GmbH + Co
KGaA is exempt from these obligations if consolidated financial statements and a Group Management Reportare produced and published at the level of the parent company in Switzerland. dormakaba Holding GmbH +Co KGaA’s single-company financial statements were produced in accordance with the relevant provisions of
HGB.

Business model
dormakaba Group (dormakaba) is a leading provider in the access solutions market. The
company offers customers a broad, innovative portfolio of products, solutions, and services
that easily fit into building ecosystems. With a clear portfolio segmentation, dormakaba
concentrates 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 company is also a market leader for Key Systems (key blanks,
key cutting machines, and automotive solutions such as transponder keys andprogrammers), as well as Movable Walls including acoustic movable partitions andhorizontal and vertical partitioning systems.
dormakaba has a long tradition of innovation and engineering expertise. It strives to be an
innovation leader that anticipates and fulfills customer needs through continuous
technological advancement, creating state-of-the-art solutions that add value for customers
and end users alike.
dormakaba is active in around 130 countries and is present in all relevant markets throughproduction sites, distribution and service offices, and collaboration with local partners.

Letter to Shareholders
Group Financial
Performance
Business Performance

Beyond its obligations under Swiss GAAP FER, dormakaba Holding AG produces a GroupManagement Report that meets the requirements of the Swiss Code of Obligations(Schweizer Obligationenrecht, OR), particularly Art. 961c; of Section 315 of the German
Commercial Code (Deutsches Handelsgesetzbuch, HGB); and of Standard 20 of the German
Accounting Standards (Deutscher Rechnungslegungs Standard Nr. 20, DRS20).

Corporate Information

fully consolidated in the financial statements prepared by the parent company1. Minority
interests are shown separately as part of equity capital. dormakaba Holding AG’s
consolidated financial statements are reported in Swiss francs (CHF) and for the financial
year that runs from 1 July 2023 to 30 June 2024. They are prepared in accordance with SwissGAAP FER, an internationally accepted accounting standard for small and medium-sizedorganizations and groups of organizations with a presence in Switzerland. dormakaba
Holding AG is listed on the SIX Swiss Exchange and is headquartered in Rümlang (Zurich/
Switzerland).

Corporate Governance
Reportdormakaba Holding AG is the parent company of dormakaba Group, which was formed by
the merger on 1 September 2015 of two previously unaffiliated enterprises: the family-owned
German company Dorma Holding and the Swiss Kaba Group. Following the merger,
dormakaba Holding AG owns 52.5% of dormakaba Holding GmbH + Co. KGaA, anintermediate holding company that comprises all the operating entities of the Group and isCompensation Report

Corporate Information

26

Consolidated financial
statements

Corporate Information

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Corporate Information

27

Product Development, along with the combined Access Control Solutions and EntriWorX
product management organization, are the responsibility of the CIO. The distinction reflects
the different requirements of mature versus emerging businesses: it allows management of
more mature product segments in Access Hardware Solutions and Access Automation
Solutions to move closer to the market, enabling faster innovation in newer and more
dynamic segments. Product Development encompasses three main competence center
areas: Software, Hard/Firmware, and Mechanical Engineering. In addition to thesecompetence centers, the Global Architecture team plays a crucial role in defining thetechnology standards, ensuring consistency and excellence across all products. Engineering
Management oversees the planning and execution control of all development programs,
ensuring that strategic objectives are met.
A detailed description of the operating model can be found here.

Management responsibilities
Strategic leadership of dormakaba is exercised by the Board of Directors (BoD) of
dormakaba Holding AG. The duties and responsibilities of the BoD are defined by the Swiss
Code of Obligations, combined with the company’s Articles of Incorporation andOrganizational Regulations. The BoD delegates responsibility for day-to-day management of
the business to the Chief Executive Officer (CEO), supported by the Executive Committee(EC). The powers and functions of the EC are set out in the Organizational Regulations.
Further details of the internal management system are provided in the Corporate
Governance Report 2023/24.

Group Financial
Performance
Business Performance
Corporate Information

The CCO leads all Access Solutions market organizations, with those in our “5+2” key markets
reporting directly and the others managed through three country clusters for increased
efficiency. Customer excellence functions such as Strategic Marketing, Global Accounts &OEM, Services, and the Product Management for Access Hardware Solutions and Access
Automation Solutions are also under the CCO’s lead.

Corporate Governance
ReportSince 1 July 2023, the Executive Committee consists of the CEO, CFO, Chief Operations
Officer (COO), Chief Commercial Officer (CCO), and Chief Innovation Officer (CIO), alongwith the President Key & Wall Solutions and OEM.

Compensation Report

Under the Shape4Growth strategy, dormakaba’s operating model builds on globalized
management of our Operations and Product Development (Innovation) functions to secure
efficiencies of scale and business synergies. This setup extends to globally managed Financeand HR functions.

Consolidated financial
statements

Operating Model

Financial statements
dormakaba Holding AG

For more about the strategy and strategic example, visit here.

Five-year performanceoverview

As a publicly listed company, dormakaba’s fundamental goal is to increase its long-term
enterprise value across industry cycles and economic fluctuations. It is assisted in this by astrong Pool Shareholder Group that ensures the long-term orientation of its strategy. The
company aims to create shareholder value while also furthering the interests of otherstakeholders: most importantly its customers, as well as technology and distribution
partners, employees, and associates. dormakabaʼs corporate strategy – Shape4Growth(S4G) – is about transforming the company, shaping it to its full potential, and accelerating
profitable growth. It consists of five pillars: Accelerating profitable growth; Focus on
customer centricity; Improve operational excellence and gain scale; Realize effective capital
deployment; Customer-centric and high-performance culture.

Letter to Shareholders

Goals and strategies

dormakaba

Annual Report 2023/24

Corporate Information

28

The dormakaba Sustainability Report 2023/2024, prepared in accordance with the Global
Reporting Initiative (GRI) standards, contains detailed information on the company’ssustainability framework, measures, and progress. The information published on
dormakaba’s sustainable economic activities is in line with the EU Taxonomy Regulation.
Disclosures on non-financial matters are made in accordance with Art. 964b of the Swiss
Code of Obligations. The Sustainability Report also includes a detailed climate risk andopportunities analysis and management report aligned with the recommendations of the
Task Force on Climate-Related Financial Disclosures (TCFD). dormakaba is taking active
steps to comply with forthcoming regulations on non-financial reporting, including the EU
Corporate Sustainability Reporting Directive (CSRD) that will apply to dormakaba entities asof the next financial year. The Sustainability Report is supplemented by annually issued
reports on related matters, such as the Modern Slavery and Child Labor Statement, theCommunication on Progress to the UN Global Compact, and the submission to the Carbon
Disclosure Project.

Course of business and position at the end of the financial year
Detailed information on the business performance and the average number of full-time
equivalent employees in the financial year 2023/24 can be found in the Group Performance
section of this Group Management Report and in the Consolidated Financial Statements forthe financial year 2023/24.

Group Financial
Performance
Business Performance

The company’s sustainability framework is based on a rigorous materiality assessment:
monitoring global trends and engaging with key stakeholders, dormakaba has identified ten
material topics that are most relevant for stakeholders and where the company has thehighest potential impact. The framework outlines sustainability standards and measures forthe period from 2021 to 2027, grouping topics according to three broad categories: People,
Planet, and Partnerships.

Corporate Information

Responding to the needs and expectations of society, customers, and employees,
dormakaba has made a long-term commitment to fostering sustainable development along
its entire value chain, recognizing its economic, environmental, and social responsibilities tocurrent and future generations.

Corporate Governance
ReportSustainability reporting

Compensation Report

The Compensation Report, which provides further details on the compensation system andon compensation paid out in the financial year 2023/24, is available here.

Consolidated financial
statements

The principles governing compensation for the BoD and EC are set out in the Articles ofIncorporation. These include: the basic principles of compensation for the BoD (Article 23);the basic principles of compensation for the EC (Article 24); a binding vote on compensation
at the General Meeting of Shareholders (Article 22); the maximum additional amount ofcompensation for new EC members (Article 25); agreements with members of the Board of
Directors and the Executive Committee, and notice periods for the members of the Executive
Committee (Article 26); and their credits and loans (Article 28).

Letter to Shareholders

Compensation for the BoD and EC

Customers and products
Customer satisfaction and product quality are crucial for dormakaba as its brands stand forthe high-quality of its products and services provided. Customer satisfaction is assessed
through regular dialog, as well as through market research.

Five-year performanceoverview

dormakaba has defined a set of strategic non-financial performance indicators for eachstrategy cycle. These are continuously tracked, although not used for operational control.
The main non-financial performance indicators are the following:

Financial statements
dormakaba Holding AG

Non-financial performance indicators

Annual Report 2023/24

Customer Experience Tracking
As part of Customer Experience Management, dormakaba runs an annual survey in its coreand some additional markets to evaluate its Net Promoter Score (NPS) and customer
satisfaction. The NPS indicates touchpoints along the customer journey where we need totake action to improve our customers’ experience, and provides insights on how to dobusiness easily through all processes and product clusters. We initiate the necessarychanges on a local and global level to further enhance customer experience.

Corporate Information

29

Letter to Shareholders

dormakabaCompliance and human rights
As a matter of course, dormakaba complies with all applicable laws and regulations at local,
national, and international levels. Its internal company directives, based on a binding Groupwide Code of Conduct, apply globally and cover internal processes as well as relations withexternal partners, including customers, authorities, and suppliers. dormakaba has developeda range of measures and processes to prevent abuses and ensure that responsibilities aremet; these measures and processes are continuously reviewed and refined. The Code of
Conduct is available, in several languages, to all employees on the Group Intranet and toexternal stakeholders on the dormakaba website. Mandatory Code of Conduct training
sessions are offered to all dormakaba new joiners.
The Code of Conduct and the Supplier Code of Conduct confirm dormakaba’s commitment
to respecting human rights. The Group’s Human Rights Due Diligence (HRDD) framework andmaterial topics are further described in its Statement of Commitment on Human Rights,
which aligns with international standards, including the UN Guiding Principles on Business andHuman Rights, and which has been revised to reflect requirements under the German Supply
Chain Due Diligence Act.
Based on the human rights-related risks and impacts identified, dormakaba will continue todevelop prevention and mitigation measures integrated into company operations, training
programs, policies, and management systems. Human rights-related risks identification andmitigation are also a central part of supplier due diligence. In the financial year 2023/24, a
key focus has been to further assess the risks present in our high-risk suppliers by means of
on-site audits. There is further information on human rights in the Sustainability Report
2023/24.

Business Performance
Corporate Information
Corporate Governance
Reportdormakaba is committed to diversity in employment and has established concrete targets toimprove the gender balance of management teams, along with a roadmap to achieving
those targets. Initiatives include training on unconscious bias, among other relevant topics,
as well as the establishment of Women’s Networks across dormakaba. Further informationon these targets and initiatives can be found in the Sustainability Report.

Compensation Reportdormakaba measures its Employee Engagement Index through periodic global surveys, themost recent of which was conducted as a Pulse Check in November 2023. The survey aimed
to listen to the voices of our employees during the S4G transformation to understand where
the organization can be supported with corresponding follow-up actions. This survey was
open to dormakaba employees with a company email address. Over 6,600 employees
participated, responding to 22 questions on Our dormakaba Behaviors, Me & My Work
Environment, My Manager, and Engagement. The results showed an Employee Engagement
Index of 61%. Specific actions are planned to ensure that the engagement level is increased
to the target of 73%, which is the external global benchmark.

Consolidated financial
statements

Two indicators, Employee Engagement and Diversity & Inclusion, help to track dormakaba’s
success in its transformation towards a customer-centric and performance-oriented work
culture that fosters accountability and ownership and enables professional growth.

Financial statements
dormakaba Holding AG

Human resources

Five-year performanceoverview

This metric captures how successful innovations are in relevant markets, and therefore how
R&D efforts contribute to the overall success of the Group. As a KPI, it has become part of
the Group incentive program, helping to ensure that innovation processes are well aligned tocustomer needs.

Group Financial
Performance

Innovation PowerCorporate Information

Environment
As a manufacturer, dormakaba inevitably consumes resources and generates waste andemissions; environmental issues are therefore highly relevant along the Group’s entire value
chain. In September 2021, dormakaba adopted its global Environment Directive, which
defines its fundamental requirements and regulations for environmental performance. The
directive has since been updated with new product development standards to reflect
dormakaba’s commitment to a circular economy. A detailed overview of the company’ssustainability work and key benchmarks, including greenhouse gas emissions, energy
consumption, water consumption, and waste management, is available in the Sustainability
Report 2023/24. A detailed climate risk and opportunities analysis and management report,aligned with the recommendations of the Task Force on Climate-Related Financial
Disclosures (TCFD), also forms part of the Sustainability Report.

30

Letter to Shareholders

Annual Report 2023/24

Group Financial
Performancedormakaba

Corporate Information
Corporate Governance
ReportDetailed information on dormakaba Holding AG’s capital structure can be found in the
Corporate Governance Report 2023/24.

Compensation Report

Capital structure

Consolidated financial
statements

Further information is available in the Supplier Sustainable Development chapter of the
Sustainability Report 2023/24.

Financial statements
dormakaba Holding AG

The dormakaba Supplier Code of Conduct outlines minimum requirements relating to humanrights, fair working conditions, environmental responsibility, and business ethics, among othercriteria. Supply chain risk assessment is based on seven families of indicators: energy andemissions; effluents and waste; occupational health and safety; materials; training andeducation; freedom of association; and human rights. dormakaba assesses suppliers’
sustainability performance in collaboration with EcoVadis, the world’s most trusted businesssustainability ratings provider, and requires improvement plans where assessment results areunsatisfactory.

Five-year performanceoverview

dormakaba maintains a comprehensive, globally consistent procurement policy, based on
detailed analysis of its own needs and rigorous assessment of current and potential
suppliers, supported where necessary by on-site quality audits.

Business Performance

Supply chain

Annual Report 2023/24

Opportunity & Risk
ReportCorporate Information

31

Letter to Shareholders

dormakaba

Opportunities from industry consolidation
Opportunities also arise from the ongoing and anticipated consolidation of the industry inwhich dormakaba operates. Despite the consolidation that has already occurred, the market
for security and access solutions remains highly fragmented: The three biggest companies in
the industry together account for only about one third of market share. dormakaba plans tofurther strengthen its market position and will therefore continue to play an active role inindustry consolidation.

Business Performance

The market for security and access solutions is in transformation. Megatrends such as theneed for safety & security, urbanization, and sustainability , as well as new technologicalopportunities connected to the progressing digitalization, are driving demand but also
require new solutions. Increasing digitalization of services, often cloud-based, is transforming
our relationship with our physical surroundings. Patterns of work and travel have adapted tonew, post-pandemic norms, and the need to reduce carbon emissions is becoming a global
imperative. dormakaba continues to invest significantly in innovation, product development,
and sustainability in order to exploit the growth opportunities brought by these megatrends,
and to defend its innovation leadership. Read more on innovation in the chapter here.

Corporate Information

Opportunities from market trends

Group Financial
Performance

Opportunities

Compensation Report
Consolidated financial
statements

The company’s brands are key assets in its business development as they play a significant
role in creating customer loyalty and differentiation. The company’s main brand “dormakaba”
is well-known and appreciated in the market for seamless flow and integrated access. It
emerged from the combination of the renowned brands Dorma and Kaba following themerger in 2015. In addition, segmentation through a limited number of strong regional, local,
and independent brands help the company to improve channel penetration and market
reach. This is why the company’s brand portfolio, beside the main brand dormakaba,
includes constituent brands such as Best, Alvarado, Kilargo, and Groom that are wellestablished in the market and inspire long-term customer loyalty. The Key Systems andMovable Walls businesses are managed under separate brands Dorma Hüppe, Modernfold,
Skyfold, Silca, and Ilco.

Financial statements
dormakaba Holding AG

Opportunities from the “dormakaba” brandFive-year performanceoverview

dormakaba is already a global leader in security and access solutions. Its commitment toinnovation and sustainability will help it maintain and improve that position as the industry
consolidates. Its business is characterized by high resilience and barriers to entry as well as
strong profit pools. Digitalization, country-specific regulation, complex system integration,and continuing after-sales service all contribute to customers’ need for a close andcontinuing partnership with their chosen supplier. As a trusted innovator, with acomprehensive solutions portfolio, broad and deep global market presence, and strong
pricing power, dormakaba is well-positioned to anticipate, influence, and participate in all
significant developments in the building industry.

Corporate Governance
ReportOpportunities from market position

dormakaba

Annual Report 2023/24

Corporate Information

32

dormakaba always takes strategic and operational decisions on the basis of a systematic
analysis and evaluation of the opportunities and risks relating to its assets, financial position,and earnings. It avoids risks that are assessed to be incalculable, unreasonably high, or
existential.
Opportunities, as understood in the Group’s opportunity and risk policy, are chances to use
events, developments, or active operations to achieve or exceed planned quantitative andqualitative objectives. Risks, as understood in the risk policy of dormakaba, are all thoseinternal and external events and developments that could have a negative effect on theGroup’s planned economic success. In addition to direct, quantitatively measurable risks,qualitative risks, such as reputational risks, are also taken into account.

Group Financial
Performancedormakaba operates in an international business environment that is exposed to a variety ofrisks. dormakabaʼs risk policy provides a comprehensive framework to identifying, assessing,and mitigating risks effectively, ensuring the resilience and success of our operations andobjectives. The overriding goal of the risk policy of dormakaba is to secure the future
development of the Group, to achieve sustainable profitable growth, and thus to increase
enterprise value. In the course of its business activities, dormakaba is exposed to the generalrisks inherent in any entrepreneurial operation, and these may impede or prevent theachievement of its goals. In this context, opportunities to be utilized to meet or exceed
planned targets are analyzed to identify and assess the risks they bring about. In the courseof business, these risks are monitored and managed carefully, and their mitigation plans arecontinuously adapted to changes.

Business Performance

Risk policy

Corporate Information

Risk policy, risk management, and risks at dormakaba

Letter to Shareholders

Risks

The overriding aim of dormakaba is to sustainably increase its enterprise value (see also
section Goals and Strategies). Active risk management supports the company’s
management in achieving this goal.
Opportunities and risks should be identified at an early stage and actively controlled. To dothis, dormakaba has implemented a comprehensive risk management system.

Corporate Governance
ReportRisk management

A clear organizational, business, controlling, and monitoring structure;●

Computer systems used for accounting are protected against unauthorized access;●Internal regulations about the specific requirements are developed, implemented, andcommunicated;●

The departments and persons involved in accounting meet the requirements in terms ofquantity and expertise;●

The ICS, as it relates to accounting, and the internal reporting systems ensure andcontinuously check the correctness and completeness of data in the accounting system;
the Internal Audit department regularly conducts spot checks of the implemented
processes and controls;●

The four-eyes principle has to be applied to all processes relevant to accounting, andthe separation of functions has to be respected, both of these to the extent
organizationally possible, which is subject to special audits;●

The BoD regularly deals with the main topics relevant to accounting, risk management,Internal Audit, the external audit mandate, and external audit priorities.

Consolidated financial
statements●

Financial statements
dormakaba Holding AG

The essential characteristics of the ICS with respect to accounting are:Five-year performanceoverview

In line with the Swiss Code of Obligations, dormakaba has implemented an Internal Control
System (ICS) based on the consolidated (Group) accounting (see bullet points below). The
ICS ensures that business activities are correctly recorded, analyzed, evaluated, andtransmitted to the external accounts.

Compensation Reporta) Internal Control System based on Group accounting

Annual Report 2023/24

In addition, statutory and specific internal corporate guidelines and directives are used toensure that accounting is consistent and proper. The application of clear and consistentaccounting rules and a uniform consolidation software tool ensure consistent accounting
throughout the Group in line with legal and statutory requirements as well as the chosen
accounting framework, Swiss GAAP FER.
Further information can be found in the Corporate Governance Report 2023/24.

Corporate Information

33

Letter to Shareholders

dormakaba

The Group Internal Audit function is responsible for internal audits at dormakaba. Internal
Audit reports directly to the Audit Committee, although in functional terms it reports to the
CFO. All audits performed in the financial year 2023/24 were in line with the (yearly) audit
plan and approved by the Audit Committee.
Risks faced by dormakabaa) Risks arising from business transactions
Our strategy includes active portfolio management, acquisition, and divestments. This
creates risks in the evaluation, transaction, and integration of the corresponding entities andassets. To minimize these risks, dormakaba manages the acquisition projects rigorously
through standardized due diligence and Post-Merger Integration processes, using welltrained specialist employees and professional support from outside the Group.
b) Opportunities and risks arising from the business model
In recent years, dormakaba has continued to extend its product portfolio on electronic andcloud-based solutions. Its products are very frequently used in security-relevant applications
such as access control systems which are increasingly often connected. dormakaba istherefore more exposed to cybersecurity risks, e.g., hackers gaining unauthorized access tosites and premises protected by dormakaba products, causing damage to the Group’s
reputation and possibly exposing dormakaba to liability claims. dormakaba counters theincreasing significance of such cybersecurity threats during the product development
process by using the latest methods to identify points that could be attacked, and thenclosing these known vulnerabilities in the hardware and software with upgrades before new
products are launched on the market. Equally important, existing products (mechanical,
electronic, and cloud-based) are subject to continuous testing to keep them robust against

Business Performance
Corporate Information

Strategic risks are future events that may compromise the long-term development of
dormakaba and prevent it from achieving its strategic objectives. Reports about
strategic risks from the Regions and Global Functions are consolidated at Group level
into risk maps that show likelihood of occurrence and potential amount of damage, withboth dimensions divided into four evaluation categories. Strategic risks are discussed
within the medium-term planning process and consolidated by the EC into a “Group Risk
Assessment” that is presented for approval to the BoD through its Audit Committee. The
EC reviews the risk situation every half year. Additionally, the risk situation is scheduled
for discussion and review during Monthly Performance Review meetings every quarter.

Corporate Governance
Report●Compensation Report

Operational risks are future events that could hurt the efficiency or effectiveness ofbusiness processes, or that could compromise compliance with regulations or reporting
requirements in day-to-day business. Responsibility for identifying and controlling theserisks lies with the countries and Global Functions.

Consolidated financial
statements●

Financial statements
dormakaba Holding AG

The company’s risk management system distinguishes between operational and strategicrisks:

Five-year performanceoverview

Risk management is integrated into the regular business and decision-making processes,
codified in internal rules and regulations, and made binding to all Group companies. It
includes an impact-focused assessment of risks, implementation of appropriate risk
mitigation measures, regular review of identified risks and measures, and transparent
reporting of the risk situation. Responsibility for the definition and monitoring of risk
management (“risk governance”) lies with the Board of Directors (BoD), while the Audit
Committee monitors implementation. Responsibility for implementing and applying the risk
management system rests with the Executive Committee (EC) and with line managers
throughout the internal hierarchy.

Group Financial
Performanceb) Risk management system

Manufacturing processes create the risk of air and water pollution. To minimize this risk,
dormakaba invests continuously in environmental protection measures. Please see theSustainability Report for specific information about measures and relevant certifications.
As a globally active company, dormakaba is exposed to risks created by the politicalsituation in individual countries and regions, and also to risks resulting from pandemics aswell as war and trade conflicts between countries or country groups. Such risk drivers canrarely be influenced. dormakaba carefully monitors such situations and tries to implement
prompt and appropriate risk control measures. Its top priority is always to protect its own
employees.
Although inflation rates and energy prices have recently declined and supply chain pressures
eased, transnational activities may again be negatively impacted by shortages of certain
commodities and components and rising input prices, due to potential political uncertainty
stemming from, for example the war in Ukraine, tensions related to the Taiwan situation, andthe Israel-Hamas war. Inflation has been falling towards central-bank targets, but somepressures persist and, for the time being, the banks’ monetary policies remain on the tighter
side.
To adequately react to changes that might occur from a macroeconomic downturn,dormakaba implements state-of-the-art contingency planning to minimize the impact on
business operations and supply chains, and thus on customers and employees, while at thesame time placing a strong focus on its financial stability. Additionally, scenario planning
methods are used to identify organizational and geographic units that provide opportunities
for cost reduction measures. The scenarios are also used to find opportunities to introduce
new products or fine-tune the business approach to specific markets. Monitoring and reevaluation of the current situation is institutionalized and repeated at a quick pace to keep
up with geopolitical and economic developments. The target is to be and remain capable ofreacting quickly and adequately to changes that might occur.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information
Corporate Governance
ReportA significant risk in product manufacturing is the possibility of a lengthy interruption tooperations at one or several of the Group’s worldwide production sites, for example becauseof fire or cyberattacks. Supplier failure and poor-quality raw materials and components also
constitute a risk. Alongside the essential insurance protection, a central goal of the loss
prevention programs in place at all manufacturing sites is to minimize these risks. Throughthese programs, the measures in place to prevent fire are regularly updated, formulated, andimplemented. This is a recurring process that includes regular site visits and systematic risk
grading analyses, conducted by the company’s global insurance provider who also organizes
feedback loops and support in improvement projects. To counter the increasing risk ofcyberattacks aimed at information technology as well as operational technology,
dormakaba established an information security organization that assesses cyber threats andorchestrates adequate mitigation projects to protect vital assets.

Compensation Report

Digital transformation is progressing rapidly, and it is essential to the success of dormakaba
that it keeps pace with this development. This applies to the Group’s products and theirconnectivity as well as services, but also to operational processes. Sudden, disruptive
developments are not rare these days, and there is a risk that existing competitors or new
entrants to the markets of dormakaba could use such disruptive leaps to create significant
advantages for themselves. The company’s innovation management team systematicallymonitors and analyzes the relevant technologies. As part of mid-term planning, targeted
analysis of information relating to the state of the market and the competition is conductedto ensure that local peculiarities are also taken into consideration. For dormakaba, as amanufacturer and supplier of high-quality access products and solutions in the premium
market segment, the growing pressure on prices in relevant markets and specific productareas also represents a risk. It counters this risk through the targeted development of new
products that offer customers a broader range of solutions, services, business models, andcontinuous improvement in operational excellence (efficiency), thus helping to secure theGroup’s market position. This strategy is complemented by elaborate strategic pricing
efforts.

34

Consolidated financial
statements

new threats. dormakaba has taken out product liability insurance to be protected against
these cyber threats to an extent that is economically reasonable.

Corporate Information

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaSuccessful and timely execution of the global IT strategy (standardization of applications
and infrastructure) is vital for the company’s future success. Failure could result in the delayof integration projects and underperformance of important business or Group-wide
processes, including financial damage.
Mitigation of current risks derived from outdated or out-of-maintenance legacy systems will
be driven by a new Group-wide program as part of the ongoing Shape4Growthtransformation.
e) Legal and tax risks
As a globally active group of companies, dormakaba is exposed to the risk of legal disputes
involving such matters as product liability, competition and antitrust law, or intellectual
property rights. Group-wide standards, training, and controls are in place to mitigate thisrisk.
International business activities can cause tax-related risks. To identify and manage such tax
risks, dormakaba sets directives and manuals based on a defined tax policy approved by the
Board of Directors. Intra-Group transactions can raise issues about the correct profit
allocation between the involved countries. dormakaba applies the Arm’s Length Principle of
the OECD (Organization for Economic Cooperation and Development). The profits are taxed,
where the economic value is created. dormakaba files the amount of taxes paid in a yearly
CbCR (Country-by-Country Report). All transactions may be subject to export control
regulations. Compliance is managed through Group-wide standards, including directives andLetter to Shareholders
Group Financial
Performance
Business Performance

The main business processes and customer solutions of dormakaba are supported by IT
systems. The failure of these systems and the permanent loss of data through operating or
program error, or as a result of increasingly prevalent external influences (e.g., cybercrime),
represent a risk. To limit the risk of failure of critical systems and infrastructure, including
operational technology (OT) in manufacturing, the company’s IT strategy is to use state-ofthe-art protection standards. These are, for example email address validation, client security
protection and monitoring, identity and access control management, network security
management, network and infrastructure management (including 24x7 monitoring, high-levelfirewall protection tools, and redundant network connections), special OT cybersecurity
measures, and IT continuity operating plans for provision of redundant data and systems.
dormakaba uses advanced threat protection solutions and operates a security operations
center to further mitigate cybersecurity risks. A global information security management
system (ISMS) in accordance with ISO 27001 is in place. Cybersecurity risk awarenesstraining (e-learnings and behavior training on phishing malware) is globally mandatory for all
employees with access to corporate IT systems. Additionally, dormakaba has taken out
insurance protecting against cyber threats to the extent that this is economicallyreasonable.

Corporate Informationd) IT risks

Corporate Governance
ReportWith the implementation of the S4G strategy, specific attention is given to ensure social
responsibility, particularly during the reduction of employee positions. Effective and fairchange management is a high priority, focusing on employee wellbeing during the change
process and thereafter. dormakaba also focuses on driving employer branding and ensuring
employee engagement in the new locations where employees are being hired. This also
includes career path models for certain functions such as product development and IT, as
well as remote working models. At dormakaba the attrition rate is closely monitored, andsince the beginning of the fiscal year there is a general positive trend towards lower attrition.

Compensation Reportdormakaba’s success depends on skilled and committed employees. The most significant
personnel risks therefore involve skills shortage, where vacant positions cannot be filledproperly, or competent employees leave the company. These risks are addressed throughextensive employer branding initiatives, expanded talent acquisition practices, improved
benefits and succession management, and through individual, targeted employee
development programs.

35

Consolidated financial
statementsc) Personnel risks

Corporate Information

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba is exposed to the various financial risks that are part of doing businessinternationally, including default on trade receivables, liquidity and credit risks, and pricing
risks from interest-rate and currency fluctuations.
The “European Market Infrastructure Regulation” (EMIR), the EU initiative to regulate OTC
trade in derivatives, imposes an audit duty. During the annual audit under § 20 para. 1 of theGerman Securities Trading Act for the audit period from 1 July 2021 to 30 June 2022, it was
confirmed that dormakaba has an overall, and in all respects appropriate and effective
system for ensuring compliance with the statutory requirements.
Switzerland regulates the OTC trade in derivatives with the Finanzmarktinfrastrukturgesetz(FinfraG). All Swiss-based Group companies classify as “NFC”(small non-financial
counterparties) and have signed agreements with their banks regarding the delegation ofreporting duties.
The funding for dormakaba Group companies is managed centrally. A five-year syndicatedsustainability-linked credit facility, agreed for dormakaba during financial year 2020/21 witha consortium of banks, amounts to CHF 525 million with options to extend by another two
years and to increase the facility by CHF 200 million. There are also agreements in place withvarious regional banks for bilateral credit facilities. dormakaba thus has sufficient liquidity
reserves to ensure that even unexpected events do not have a significant effect on its
liquidity position. The two CHF bonds – CHF 320 million for 2017–2025 and CHF 275 million for
2022–2027 – ensure a solid and well-balanced mid-term maturity structure for dormakaba’s
debt portfolio.
h) Other risks
The company’s business model could also give rise to other risks not mentioned so far, e.g.
sustainability compliance risks (including compliance with materials restrictions laws orhuman rights due diligence laws), climate change risks, and liability risks resulting from local
laws that are not known at Group level. dormakaba counters these risks by diverse
measures, including its sustainability framework and organization, the consistently highquality of its products and services, the engagement of legal experts when the risk of a legal
dispute is identified, or by taking out appropriate insurance cover. A full disclosure of climatechange-related risks is made available in dormakaba’s annual submission to the Carbon
Disclosure Project (CDP) and in the climate risk analysis in the Sustainability Report FY
2023/24 aligned with the recommendations of the Task Force on Climate-Related Financial
Disclosures (TCFD).

Letter to Shareholders
Group Financial
Performance
Business Performanceg) Financial risks

Corporate Information

The mission of Group Compliance is to support dormakaba management and employees intaking appropriate decisions, consistent with applicable laws and corporate regulations, andin acting with integrity. Its Compliance Management System meets the most stringent
certification demands according to best practice standards. Group Directives, Directives,and local guidelines covering the company’s main activities provide a full set of relevantinternal rules and regulations and are regularly updated. In addition to mandatory training on
the Code of Conduct for all dormakaba employees, those whose roles expose them tospecific compliance risks receive further training, e.g. in antitrust and anticorruption
measures.

Corporate Governance
ReportAll business activities have their compliance risks, especially when the business model
involves worldwide production and sales, growth into new markets, and international
procurement. Significant compliance risks include bribery and corruption, infringements ofantitrust and competition law, fraud, preferential treatment of business partners out of
personal motives, and violation of intellectual property protection rights.

Compensation Reportf) Compliance risks

36

Consolidated financial
statements

employee training. The internal Tax department works closely together with the local internalfinance and legal organization and consults external advisors in case of need.

Corporate Information

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Corporate Information

37

Group Financial
Performance
Business Performance
Corporate Information
Corporate Governance
ReportCompensation Report

There is no sign of any risks that would endanger the continued existence of dormakaba.
Currently no specific risk has been identified that could significantly affect the assets,financial position or earnings of dormakaba, neither is there evidence of any material liquidity
risk. A material deterioration in the future assets, financial position, and earnings is notexpected given the current risk situation. This assessment is based on the assumption thatno global economic recession hits the markets in the near future.

Consolidated financial
statements

With strong brands, the broad existing portfolio, the wide market presence, and with theexisting innovation structure and approach, the prospects of further profitable growth fordormakaba remain promising. The Shape4Growth strategy places its focus on customer
centricity and accelerating profitable growth, giving dormakaba even more leverage to makeuse of these strengths.

Financial statements
dormakaba Holding AG

Existing risks are identified and continuously monitored through the risk management system.
When necessary, they are hedged using appropriate countermeasures.

Five-year performanceoverview

In conclusion, the company’s opportunity and risk situation can be rated as moderate.

Letter to Shareholders

Assessment of overall risk and opportunity situation

Continued investment in digitalization and related product innovation has positioned thecompany well to provide its customers with effective solutions to their fast-evolving needs
for safe, secure, and sustainable buildings. The adoption of seamless, touchless access andmobile solutions, has accelerated further, opening opportunities for dormakaba in attractive
vertical markets such as healthcare and multi-housing.
dormakaba continues to embed sustainability in the core of its product development. Several
sustainability innovations have been brought to the market, including an energy efficiency
calculator and a novel sensor system to dynamically adjust the opening and closing of
automatic doors and so contribute to optimize building’s energy consumption. Since 2023, all
new product developments and optimizations are covered by our circularity approach.

Latest Innovations:
The EntriWorX ecosystem offers further solutions for planning and supporting architects,
specifiers, and engineers, including the new BIM-based EntriWorX Planning 360 specification
tool, which integrates into the tool chain of EntriWorX Planner and into both Salesforce and
SAP Configurator. Other EntriWorX products provide improved visualization of door
placement and maintenance interval specification, among other features.
Access Automation Solutions offers a range of products empowered by ConnectorOne,
which allows customers to connect our products to third-party building management
systems with plug-and-play ease. Successfully deployed in corporate headquarters, banking,and logistics locations, RC TOUCH continues to enhance our security gates offering,
providing touch panel monitoring and control over up to ten gates per panel and multiple
panels in a network. Our UltraQ ACT provides sporting venues with a compact, guestoperated, battery powered admission control solution, featuring automatic tailgating
detection. The gate perfectly complements our UltraQ ticket validation device, which is thepreferred solution for major global sporting events.
The ES 250 PRO EASY sliding door operator, launched globally in April 2024, is a worthy
successor to the ES 200 EASY. Based on our ES PROLINE platform, ES 250 PRO EASY now

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

All Access Solution product development efforts are organized as one global function,
leading to a range of initiatives to rationalize dormakaba’s product offerings onto common
hardware and software platforms, reducing time-to-market while increasing efficiency inproduct development. The company continues to enhance the value of digital transformation
through service offerings, including a comprehensive support package covering the full life
cycle of its products: not just planning and installation, but continuous, digitally provided
day-to-day services.

Corporate Governance
ReportAs of financial year 2023/24, dormakaba holds more than 1,800 active patents and patentapplications. Employees around the world contribute to the Group’s innovation and productdevelopment, increasingly using data-driven ecosystems to create solutions that will satisfy
future needs of customers and markets. The company has also set up a range of technology
partnerships to realize the potential of its offerings in vertical markets such as airports,
healthcare, lodging, and multi-housing.

Compensation Report

The key to dormakaba’s sustainable profitable growth – and a core part of its strategy – is
its strength in innovation. The Chief Innovation Officer leads global engineering capabilities
and is responsible for dormakaba’s innovation strategy, including the platform andconnectivity initiatives through the EntriWorX ecosystem. The company continuously
develops new products, solutions, and services, supported by a substantial annual
investment in R&D.

38

Consolidated financial
statements

Research &Development

Corporate Information

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Seamlessly integrating with global ERP systems, B-COMM HCM consolidates time and labor
data to track, manage, and clarify employee attendance, shopfloor activity, and building
access for medium to large businesses. Further security is provided by the 9012 Keypad unit
which connects to c-lever PRO, c-lever compact and digital cylinder systems, and allows PINcode verification for digital door locks without wiring.
The EHD9000 BEST Heavy Duty Door Closer is joined by the TS Match OEM door closer, which
provides customers with further performance/price balance options.
Safe Locks’ APEXX Axessor IP, which launched in March 2024, won the 2024 ISC West New
Product + Solutions award in the Lock and Key category. A multi-year harmonization, the oneof-a-kind APEXX consolidates the key features from four high-security platforms into anindustry-leading IoT device.

Five-year performanceoverview

Visual inspection of a circuit board assembly on the SMD (surface mount device) system

Financial statements
dormakaba Holding AG

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportKey Systems pre-launched the Quattrocode D key machines in May 2024, providing highly
automated duplication and engraving of dimple and laser keys at 20% faster cycle timingwith extremely tight tolerances. In addition, the Profile Reader, launched in December 2023, isthe first locksmithing device using AI and advanced algorithms to identify key profiles andsupport key duplication. The OBD Snoop ID88, launched in November 2023, is a world-firstcloning tool for Volkswagen Group models, and complements the ID49 launched in May 2023
which provides cloning for Renault, Dacia, Kia, and Hyundai models.

Letter to Shareholders

Access Control Solutions has launched MATRIX as a Service (MATRIXaaS), providing a simple,
flexible cloud-based solution for advanced access control. Available globally, MATRIXaaS is
aimed at small to medium business customers and offers an always up-to-date solution
without on-site installation or software updates. The MATRIX IoT Connector provides securecommunication between the cloud application and components.

39

Group Financial
Performance

includes the SMART Drive Unit. Fully conforming with EN 16005, the line is intended to replace
other ES 200 variants in future.

Corporate Information

Business Performance

Annual Report 2023/24

Corporate Information

dormakaba

dormakaba
Annual Report 23/24

Corporate
Governance
Reportdormakabaʼs streamlined compact reader blends
harmoniously into any building and authorizes entries byrecognizing RFID card, key fob or key up by holding it to thereader.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information
Corporate Governance
Reportdormakaba’s principles and rules regarding corporate governance are set out in its Articles
of Incorporation, its Organizational Regulations, and in the regulations of its Board
committees. The ultimate parent company of dormakaba, dormakaba Holding AG, is listedon SIX Swiss Exchange and is headquartered in Rümlang (Zurich/Switzerland).

Compensation Report

This report on corporate governance sets out the principles of management and control at
the top level of the dormakaba Group (dormakaba) in accordance with the Directive on
Information relating to Corporate Governance (Directive Corporate Governance, DCG) of SIX
Exchange Regulation AG. Unless otherwise stated, the information in this report for thefinancial year 2023/24 is as of 30 June 2024. dormakaba’s corporate governance largely
follows the guidelines and recommendations set out in the Swiss Code of Best Practice for
Corporate Governance edition 2023. dormakaba has made some adjustments andsimplifications to suit its management and shareholder structure as well as its medium size.

41

Consolidated financial
statements

General framework

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Corporate Governance Report

42

Letter to Shareholders

Group structure andshareholders

Group Financial
PerformanceGroup structure
In line with the Shape4Growth strategy to boost profitable volume growth, dormakaba has
further optimized its organizational structure.

Shareholders
As at 30.06.2024
or last reported
No. of shares
at CHF 0.10
par value%

As at 30.06.2023
No. of shares
at CHF 0.10
par value%

1,170,605

27.9

1,170,496

27.9

9,027

0.2

13,577

0.3

SEO Management AG

339,1098.1

126,059

3.0

UBS Fund Management (Switzerland) AG

171,679

4.1--

Other public shareholders

2,496,743

59.5

2,870,417

68.3

Total public shareholders

3,007,531

71.7

2,996,476

71.3

228,773

5.5

228,434

5.4

Pool Shareholders 1
Group’s treasury shares
Public shareholders

Corporate Governance
Report

The companies that lie within the Group’s scope of consolidation are listed in the Financial
Statements.

Corporate Information

Business Performance

As of 1 July 2023, the organizational structure consists of dormakabaʼs core global
commercial business Access Solutions and Key and Wall Solutions and Original Equipment
Manufacturer (KWO).

Less double-counting in respect of Pool Shareholders
Total shares
1

2
3

3

5,094

0.1

11,9380.3

233,8675.6

240,372

5.7–221,004–5.4–220,895–5.2

4,200,026

100.0

4,200,026

100.0

The following persons are party to the pool agreement dated 29 April 2015, updated 7 December 2021: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA /Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, CM Beteiligungs-GmbH / Ennepetal, CMFamilienstiftung / Düsseldorf, Laetitia Brecht-Bergen / Düsseldorf, Leander Brecht-Bergen / Düsseldorf, Stephanie Brecht-Bergen / Düsseldorf, SBB BeteiligungsGmbH / Ennepetal, as well as Martina Bössow / Meilen, Balz Dubs / Zurich, Karina Dubs / Zurich, Kevin Dubs / Zurich, Kim Dubs / Zurich, Linus Dubs / Zurich, Amy
Flückiger / Herrliberg, Anja Flückiger / Herrliberg, heirs of Beat Flückiger / Herrliberg, Flo Flückiger / Herrliberg, heirs of Karin Forrer / Bern , Clive Kuenzle / Zurich,Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Bern, Andrea Ullmann / Zollikon, Basil Ullmann / Zollikon, Lynn Ullmann / Zollikon, Sascha
Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.
Including related parties.
Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders and BoD members.

Consolidated financial
statements

Total BoD and EC members

Financial statements
dormakaba Holding AG

EC members

Five-year performanceoverview

BoD members

Compensation Report

BoD and EC members 2

●

47.5% in dormakaba Holding GmbH + Co. KGaA (held by the Mankel/Brecht-Bergen
Family).

These shareholdings represent an economic interest of 62.1% in dormakaba.
This Pool Shareholder Group undertakes to exercise its voting rights in concert when voting
on General Meeting resolutions. The members of the Pool Shareholder Group also grant eachother the right of first refusal if they intend to sell shares in dormakaba Holding AG. Finally, if
they sell 27% or more of dormakaba Holding AG voting rights, members of the Pool
Shareholder Group undertake to commit the buyer to make a public takeover offer to all
dormakaba Holding AG shareholders at the same price as that at which the members of the
Pool Shareholder Group are selling. This is designed to prevent any price discrimination
against minority shareholders. The pool agreement lasts until 29 April 2030. As far as
dormakaba Holding AG is aware, there are no further shareholder agreements or otheragreements between the major shareholders mentioned that involve the dormakaba
Holding AG shares they own or that involve the exercise of the shareholder rights theseshares confer.

Cross-shareholdings
dormakaba has not entered into any capital or voting cross-shareholdings with othercompanies.

Letter to Shareholders
Group Financial
Performance
Business Performance

27.9% of the 52.5% in dormakaba Holding GmbH + Co. KGaA, which is directly held by
the ultimate parent company dormakaba Holding AG; andCorporate Information●

Corporate Governance
Report

The Mankel/Brecht-Bergen Family and the Kaba Family Shareholders (collectively referred toas the Pool Shareholder Group) have concluded a pool agreement that governs the mutual
rights and obligations of both parties. The pool agreement states that the Pool Shareholder
Group can propose to the Nomination and Compensation Committee of the Board of
Directors (BoD) a maximum of five representatives for election to the BoD by the general
meeting of shareholders (General Meeting). This proposal right for up to five Board members
reflects the majority participation of the Pool Shareholder Group in the operational businessof dormakaba. Members of the Pool Shareholder Group hold:Compensation Report

The above table sets out the shareholder structure of dormakaba Holding AG on the balance
sheet date of 30 June 2024 and lists the names of shareholders who have reported holding a
stake of 3% or more of the shares in dormakaba Holding AG. The announcements related tothe disclosure notifications made by shareholders based on stock exchange reporting
obligations can be found via the search function on SIX Exchange Regulation’s website here.

43

Consolidated financial
statements

Major shareholders

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

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 havebeen 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 withconversion 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 holdersof 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, issubject 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 ofbonds or similar instruments with conversion and/or option rights if such instruments areissued 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 ofGroup 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 suchnew 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 ofIncorporation.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

The total of new registered shares to be issued from the capital range and conditional sharecapital, 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, to420,000 new registered shares (i.e. to less than 10% of the currently issued share capital).

Corporate Governance
Reportdormakaba Holding AG’s share capital as of 30 June 2024 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 2024, dormakaba Holding AG has a capital range reaching from CHF 378,002.60(lower limit) to CHF 462,002.60 (upper limit) and conditional capital of a maximum 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 anominal value of CHF 0.10 each) and for employee participation programs (maximum
CHF 6,438.40, divided into 64,384 registered shares with a nominal value of CHF 0.10 each).

Compensation Report

Capital44

Consolidated financial
statements

Capital structure

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaCorporate Governance Report

45

Letter to Shareholders

Capital range

The share capital of dormakaba Holding AG did not change in the last three financial years.
Changes of equity of dormakaba Holding AG within the last three financial years
CHF million

30.06.2024

30.06.2023

30.06.2022

Share capital

0.4

0.4

0.4

Reserves from capital contributions

1.5

21.4

45.5

261.0

261.0

261.0

5.7

9.1

16.0

Unappropriated retained earnings

594.0

571.8

539.6

Total equity

862.6

863.7

862.5

EquityLegal reserves
Reserves for treasury shares

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 theshare register of dormakaba Holding AG. The shares of dormakaba Holding AG are notphysical but are issued purely as security rights. They are registered as book-entry securities.

Consolidated financial
statements

Changes in capital in the last threefinancial years

Compensation Report

Corporate Governance
ReportCorporate Information

Business PerformanceGroup Financial
Performance

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 andauthorized the BoD of dormakaba Holding AG to increase or reduce the share capital of thecompany 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 bycancelling up to 420,000 registered shares with a nominal value of CHF 0.10 each, asapplicable, or by increasing or reducing the nominal value of the existing registered shareswithin the limits of the capital range or by simultaneous reduction and re-increase of theshare capital. In the event of an issue of registered shares, the subscription to andacquisition of new registered shares and each subsequent transfer of registered shares shallbe subject to the restrictions set out in the Articles of Incorporation. In the event of a capitalincrease 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 ofthe existing shareholders have been withdrawn or have not been duly exercised). The BoD isentitled 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 theserights are granted but not exercised, and place them at market conditions or use themotherwise 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).

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba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 transferof such book-entry securities follows the stipulations of the 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 theallocation of shares to employees under the stock award plans, details of which are given in
the Compensation Report.

Letter to Shareholders
Group Financial
Performance
Business Performance

Transfers of shares of dormakaba Holding AG require the approval of the BoD of thecompany. The Articles of Incorporation do not provide a percentage limit on the number ofshares 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 registeredshares in their own name and for their own account, that there is no agreement on theredemption 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 holdthe 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.

Corporate Information

Limitations on transferability andnominee registrations

Corporate Governance
Reportdormakaba Holding AG has not issued any profit-sharing certificates (Genussscheine).

Compensation Report

Profit-sharing certificates(Genussscheine)46

Consolidated financial
statements

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).

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Corporate Governance Report

BoD members
The BoD of dormakaba Holding AG currently has nine members as Till Reuter was appointed
as CEO and stepped down as a BoD member, effective per 1 January 2024. All members are
non-executive. None of the BoD members have sat on the Executive Committee (EC) of
dormakaba Holding AG at any time in the last five financial years.

Name/Position
Svein Richard Brandtzaeg(Chair)1)

Year of birth

Entry

Gender 1

Nationality

1957

2022

m

NO

Thomas Aebischer (ViceChair)

1961

2021

m

CH

Jens Birgersson

1967

2018

m

SE

Stephanie Brecht-Bergen

1985

2015

f

DE

Hans Gummert

1961

2015

m

DE

John Y. Liu

1963

2020

m

SG

Kenneth Lochiatto

1963

2022

m

US

Ines Poeschel

1968

2023

f

CH

Michael Regelski

1965

2022

m

US

The BoD proposes to the AGM 2024 to add a further female member to the BoD, see below.

Elections and terms of office
The BoD of dormakaba Holding AG is elected by the AGM, with each member standing forelection individually. The Articles of Incorporation state that the BoD shall have between fiveand ten members. Prospective members shall be elected for a one-year term of office up to
the conclusion of the next AGM. BoD members can be re-elected. The Organizational
Regulations provide that when they reach 70 years of age, BoD members shall resign at thenext AGM.

Compensation Report

BoD members as of 30 June 2024

Consolidated financial
statements

The following table lists the name, year of birth, date of joining the BoD, gender, andnationality of the individual BoD members.

Financial statements
dormakaba Holding AG

Based on the principles of the Swiss Code of Best Practice for Corporate Governanceestablished by economiesuisse, all BoD members are independent.

Corporate Governance
ReportCorporate Information

No BoD members have significant business relations with dormakaba Holding AG. The
maximum number of mandates that BoD members are allowed to take on the governing
bodies of legal entities outside dormakaba is regulated in § 27 of the Articles ofIncorporation.

Business Performance

The duties and responsibilities of the BoD of dormakaba Holding AG are defined by the Swiss
Code of Obligations, the Articles of Incorporation, and the company’s Organizational
Regulations.

Group Financial
Performance

Letter to Shareholders

Board of Directors
(BoD)

47

Five-year performanceoverview

dormakaba

Approving the Group-wide codes of conduct or ethics (incl. supplier codes), thesustainability framework (ESG), and the Group-wide strategic risk management
framework;●

Preparation of the Annual and Sustainability Report, preparation of the General Meeting,and implementation of its resolutions;●

Approving the signing authority of dormakaba Holding AG representatives;●

Approving the purchase and sale of companies, business areas, or other assets worth
more than CHF 10 million;●

Approving investments, purchases, and disposals of real estate worth more than
CHF 10 million;●

Approving contracts with a value greater than CHF 10 million.

The relevant decisions are taken by the whole BoD. The CEO and CFO regularly participate inmeetings of the BoD in an advisory capacity. Other EC members are brought in to advise on
individual items of the agenda. The agendas for Board meetings are defined by the Chair
based on an annual standard agenda defined by the BoD. Main topics of each ordinary BoD
meeting are:●

Report by the CEO;●State of the business, including performance and forecast;●Projects update;●

Reports by the Chairs of the committees.

Further standard agenda topics are:●February meeting: Report on the EC strategy/medium-term plan workshop; succession
planning at BoD and EC level and management development; Financial statements andInterim Report of last half-year;●

June meeting: Strategy update; annual budget and medium-term plan; skills/expertiseassessment of BoD members;●

August meeting: Financial statements and Annual Report of last financial year; AGM
agenda and motions;●

October meeting: Constitution of the BoD and its committees; Sustainability Report oflast financial year;●

December meeting: Annual BoD schedule;●

Regular updates by Global Functions such as HR, Information Security (cyber), IT,
Innovation and Product Development.

During the year under review, key BoD topics beyond the standard items were the review of
the implementation of the strategy and operating model Shape4Growth as well as personnel
matters at BoD and EC level.
The BoD held thirteen meetings in total during the financial year 2023/24, six ordinary andseven extraordinary (eo) ones: three lasted more than six hours, three lasted more than fourhours, three lasted more than one hour, and four lasted one hour or less (extraordinary
meetings to consult or decide on a specific topic). All BoD members attended all ordinary
meetings held during their current term of office; some missed one (or more) extraordinary
meeting(s). The following table shows the attendance of the individual BoD members at the
BoD meetings and of the individual committee members at the committee meetings during
the financial year 2023/24:

Letter to Shareholders

Overall supervision of business activities;●

Group Financial
Performance

Appointing and dismissing members of the EC;●

Business Performance

Structuring the accounting system, the financial controls, and the financial planning;●

Corporate Information

The strategic direction and management of dormakaba Group;●

Corporate Governance
Report●Compensation Report

According to the Swiss Code of Obligations and dormakaba Holding AG’s Articles ofIncorporation and Organizational Regulations, the main responsibilities of the BoD are:48

Consolidated financial
statements

Internal organization

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Corporate Governance Report49

Extraordinary

6

7

4

4

9

Thomas Aebischer(Vice-Chair)

6

7

3

Jens Birgersson

6

3

4

Stephanie Brecht-Bergen

6

5

4

8

Hans Gummert

6

7John Y. Liu

6

6

Kenneth Lochiatto

6

5

4

9

6

5

3

8

6

5

4

Ines Poeschel was elected as member of the BoD and the NCC as from the AGM 2023: She attended one BoD meeting as guest ahead of her election, as well as
eleven BoD meetings and eleven NCC meetings held after her election.
There were no extraordinary meetings held

Committees
The BoD has formed an Audit Committee (AC) and a Nomination and Compensation
Committee (NCC). Members of the NCC are elected at each AGM. Each committee has
written terms of reference that define its tasks and responsibilities. The chairs of thesecommittees are elected by the BoD. The committees meet regularly and are obliged to
produce minutes as well as recommendations to the regular BoD meetings. Committee
meeting agendas are defined by the committee chair. Members of the committees receive
documentation prior to the meetings so they can prepare for discussion of agenda items.

Composition of Committees of the Board of
Directors

C

Thomas Aebischer (CH)C

Jens Birgersson (SE)M

Stephanie Brecht-Bergen (DE)Hans Gummert (DE)M
M

John Y. Liu (SG)Kenneth Lochiatto (US)M

Ines Poeschel (CH)M

Michael Regelski (US)C(hairperson), M(ember)

Consolidated financial
statements

Svein Richard Brandtzaeg (NO)

Nomination andCompensation
Committee(NCC)

Financial statements
dormakaba Holding AG

Name (Nationality)

Audit
Committee(AC)

Five-year performanceoverview

2

Ordinary

Group Financial
Performance

Svein Richard Brandtzaeg(Chair)Michael Regelski
1Ordinary

Business Performance

Extraordinary

Ines Poeschel

13
Extraordinary 2

Ordinary

1

NCC

Corporate Information

4

Corporate Governance
ReportAC

13

Compensation Report

BoD
Total number of meetings held

Letter to Shareholders

Attendance at BoD and committee meetings during the financial year 2023/24

The BoD has specified that members of the AC must meet certain requirements with regard
to independence and skills and that they must not be EC members. The term of office is until
the conclusion of the next AGM; members may be re-elected.
The AC meets at least twice a year but will be convened by the Chair as often as business
requires. During the financial year 2023/24, the AC held four meetings, each lasting atleast two hours. The CFO takes part in the meetings in an advisory capacity, as do, where
necessary, the CEO, representatives of the audit firm, representatives of Global Internal
Audit and of the Global Accounting department, and the Chief Legal Officer. In the financial
year 2023/4, representatives of Global Internal Audit, the Chief Legal Officer, andrepresentatives of the Global Accounting department participated in all four meetings;
representatives of the audit firm in three meetings. The AC minutes the deliberations anddecisions taken during meetings. The principal responsibilities of the AC are to evaluate risk
management and accounting processes, monitor financial reporting and internal auditing,and assess external audits. With regard to external audits, the AC has the following
responsibilities:●

Approval of the audit priorities;●

Acceptance of the audit report and of any recommendations made by the auditors prior
to the submission of the annual accounts (statutory and consolidated financial
statements, Group Management Report, Corporate Governance Report) to the whole
BoD for approval;●

Proposing to the whole BoD which external auditor should be recommended to the AGM
for election;●

Assessing the external auditor’s performance, pay, and independence, and checking
that audit activities do not conflict with any consultancy mandates of the auditor.

The AC’s tasks relating to internal audits include:●

Approving the rules on the internal audit’s organization and responsibilities;●

Approving audit plans;●

Checking the results of the audits and implementing the recommendations of theinternal or external auditor;●

Transferring (if necessary) internal auditing activities to third parties or to the external
auditor in an expansion of its audit activities;●

Monitoring the existing Internal Control System (ICS). Compliance with Management
Information System guidelines, compliance with guidelines on limiting legal risk, andoptimizing the risk profile through insurance. In individual cases, external specialist
auditors may be brought in to help;●

Auditing the compliance report;●

Monitoring outstanding legal proceedings;●

Monitoring cyber and information security risks;●

Evaluating and monitoring business and financial risks.

The Risk Management System periodically records legal, operational, financial, and businessrisks. Legal risks include current or potential legal disputes; operational risks include
scenarios such as operational failures, supply chain issues, and natural disasters; whereas
business risks include, for instance, payment defaults or general negative market
developments. Risks are quantified and weighted with regard to their likelihood and their
possible financial and/or business impact. Preventative measures that have been planned or
already implemented are also subject to review. Risks are recorded if they have a potential
financial impact of CHF 2.5 million or more. The AC regularly reports to the BoD as a wholeabout its activities, and it notifies the BoD immediately about important matters.

Letter to Shareholders

Hans Gummert
Group Financial
Performance●

Business PerformanceJens Birgersson

Corporate Information

Thomas Aebischer (Chair)●

Corporate Governance
Report●Compensation Report

The AC is composed of four non-executive BoD members, who have professional or otherexperience of finance and accounting:50

Consolidated financial
statements

Audit Committee (AC)Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba●

Legal report on major litigations and key legal risks;●

External and internal audit plans;●Internal audit reviews and status of implementation of audit action items;●

Risk management reports;●

Financial statements, audit and ICS reports, Group Management, Corporate Governanceand Sustainability Report (full financial year) as well as Interim Report (half-year);●Compliance Report;●

Performance review of external auditor;●

Tax updates, including tax policies and tax exposure.

During the year under review, key AC topics beyond the standard items were theimplementation of the Shape4Growth transformation program.

Nomination and Compensation Committee
(NCC)

51

Letter to Shareholders

The agendas for the AC meetings are defined by its Chair based on an annual standard
agenda. Main topics of the meetings are:Corporate Governance Report

Group Financial
Performance

Annual Report 2023/24

Business Performancedormakaba

The term of office for each member is until the conclusion of the next AGM; members may be
re-elected.
The NCC meets at least three times a year. During the financial year 2023/24, the NCC held
thirteen meetings, four ordinary and nine extraordinary ones: one meeting lasting around fourhours, ten meetings lasting one to two hour, and two meetings lasting less than one hour.
The CEO, and the Chief Human Resources Officer usually take part in the meetings in anadvisory capacity. The Vice President Global HR Total Rewards and member(s) of theexternal executive compensation consultancy attend the compensation topics of themeetings, excluding parts where their own compensation and/or performance are being
discussed.

Corporate Governance
ReportInes PoeschelCompensation Report

Kenneth Lochiatto●

Consolidated financial
statements

Stephanie Brecht-Bergen●

Financial statements
dormakaba Holding AG

Svein Richard Brandtzaeg (Chair)●Five-year performanceoverview●

Corporate Information

The NCC consists of four non-executive BoD members:dormakaba

Annual Report 2023/24

Corporate Governance Report

52●

Decide on the terms of appointment, significant changes in existing employment
contracts, and compensation for the EC members within the limits approved by the
AGM;●

Decide on the share-based compensation to be awarded to the members of the EC andthe Senior Management;●

Propose the Compensation Report to the BoD for approval.

The NCC’s main nomination tasks are:●Set out the principles for appointing and re-electing BoD members;●

Conduct and regularly review succession planning for the BoD and the EC;●

Submit proposals to the BoD about its composition and the composition of its
committees;●

Review management development at EC level;●

Recommend the appointment and de-selection of EC members (the final decisions on
appointments and de-selections are taken by the BoD as a whole);●

Approve mandates of BoD members outside dormakaba, including political mandates;●

Review of the Group-wide employee engagement program.

The NCC minutes its deliberations and decisions and regularly reports to the whole BoD.
The agendas for the NCC meetings are defined by its Chair based on an annual standard
agenda. Main topics of the meetings are:Compensation matters:●

BoD and EC compensation: philosophy, system, and directives; benchmarks andproposal on total amounts for AGM approval and individual amounts for BoD approval;●

Variable EC and Senior Management compensation: target amounts, objectives, and
KPIs;

●

Compensation Report.

Nomination matters:●

BoD and EC succession, including skills/expertise assessment;●

HR roadmap;●

Employee engagement: surveys and action items.

During the year under review, key NCC topics beyond the standard items were the BoD and
Top Management succession planning and personnel matters at BoD and EC level.

Powers and responsibilities
Management organization
The BoD has the highest responsibility for business strategy and supervises the managementof dormakaba. It has the highest decision-making authority and sets the strategic,organizational, financial planning, and accounting rules that dormakaba must follow. The
BoD has delegated the management of ongoing business to the CEO, supported by the EC.
Therefore, the CEO is responsible for the overall management of dormakaba. The powers

Group Financial
Performance

Propose to the BoD the compensation to be paid to its members within the limits
approved by the AGM;

Business Performance●

Corporate Information

Propose to the BoD the maximum aggregate compensation amount of the BoD and of
the EC to be submitted to the shareholders’ vote at the AGM;

Corporate Governance
Report●Compensation Report

Propose to the BoD the specific design of the fundamental compensation elements andthe determination of the compensation-related performance objectives (including the
ESG-related targets in the management incentive plans);

Consolidated financial
statements●

Financial statements
dormakaba Holding AG

Propose and periodically review the compensation policy and regulations for theattention of the BoD (the details of the compensation policy of dormakaba are set out in
the Compensation Report);

Five-year performanceoverview●

Letter to Shareholders

The NCC’s main compensation tasks are:

The CEO manages dormakaba. He is responsible for all matters that are not allocated toother company bodies by law, by the Articles of Incorporation, or by the Organizational
Regulations. After consulting with the EC, the CEO submits the strategy, the long- andmedium-term objectives, and the management guidelines for dormakaba to the BoD for
approval. In response to a proposal by the CEO, the BoD decides on the annual budget andthe medium-term plan, which covers a three-year period, individual projects, and thestatutory and consolidated financial statements of dormakaba. The CEO submits
recommendations to the NCC about personnel issues at the EC level. The CEO also makes
proposals to the NCC regarding the remuneration of EC members (including allocation ofshares from the share allocation plans). The CEO regularly reports to the BoD about businessperformance, anticipated important business issues and risks, and about key changes atsenior management level. BoD members may request and examine further information. The
CEO must inform the BoD Chair immediately about any extraordinary developments.

Information from and control over the EC
The Management Information System of dormakaba works as follows: monthly, quarterly,
semi-annual, and annual financial statements (balance sheet, income statement, and cash
flow statement) are prepared based on the Group’s individual reporting units. These figures
are consolidated for each market, function and business unit and for the Group as a whole.
The financial figures are compared with the previous year and the budget. The achievabilityof the budget, which shows the first year of the medium-term plan for each reporting unit, isassessed against the monthly financial statements and in the form of monthly rolling
forecasts. The CEO and CFO submit monthly written financial reports to the BoD aboutprogress against the budget and comparisons with the previous year. At monthly meetings(monthly performance reviews), the CCO, COO, CIO and President KWO inform the CEO andthe CFO about business performance and notable events based on written reports about e.g.
achievement of budget targets. At BoD meetings, a summary of these reports is discussed
and assessed with the CEO and the CFO.
The financial part of the Management Information System is supplemented by semi-annual
risk reports as well as annual compliance and sustainability reports and cyber security
updates.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

Chief Executive Officer (CEO)Corporate Governance
Report

The BoD guides the Group’s sustainability strategy and is responsible for its overall
governance by reviewing and approving it. It is also responsible for reviewing and approving
the double materiality assessment and the annual Sustainability Report. The AC is
responsible for contributing to the integrity of the Sustainability Report and monitoring theassurance of the Sustainability Report. The NCC is responsible for approving ESG-related
targets in management incentive plans. The BoD Chair is responsible for monitoringsustainability implementation progress against targets and for evaluating and monitoringsustainability risks and opportunities. The BoD receives a status update on sustainability
performance at least once a year from the Group Sustainability Council, and the BoD Chair
receives an update on a quarterly basis in addition to monthly reports on initiatives’ status.

Compensation Report

Environmental, Social, and Governance
(ESG)

53

Consolidated financial
statements

and functions of the EC are set out in the Organizational Regulations of dormakaba
Holding AG. The following roles have a seat on the EC and report to the CEO: The CFO, theChief Commercial Officer (CCO), the Chief Operations Officer (COO), the Chief Innovation
Officer (CIO) and the President KWO. The CEO is responsible for alignment between
functions and business.

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaCorporate governance/compliance skills,●

Strategic industry and technology skills,●

Financial skills,●

Digital business model experience.

The assessment is carried out based on the two top skills of each BoD member as well as
several personal attributes.
All required competencies are represented in the BoD, with emphasis on executive leadershipexperience and strategic industry and technology skills (50% occurrence), followed bycorporate governance/compliance and financial skills (30%), and digital business modelexperience (20%).
Details on age, gender, geographic, and tenure diversity can be found in the table “BoD
members as of 30 June 2023". Details on the range of business sectors represented by the
Board members can be found in their biographies.
The NCC annually reviews the composition of the BoD and its committees based on theabovementioned characteristics of its members as well as on dormakaba’s strategy,
business profile, risks, and opportunities to determine the need to propose changes to the
AGM.

Letter to Shareholders
Group Financial
Performance
Business Performance

Executive leadership experience,●

Corporate Information●

Corporate Governance
ReportThe skills matrix includes the following professional skills/expertise:Compensation Report

In line with the guideline of the Swiss Code of Best Practice for Corporate Governance forwell-balanced representation, the BoD members have a broad spectrum of educational
backgrounds, professional skills, and expertise, and personal qualities from a range ofindustries. In addition to age, gender, geographic, and tenure diversity, the BoD assesses its
level of diversity based on a skills matrix established by its NCC and self-evaluates its own
work and the work of its committees on a regular basis. The outcome of the skills
assessment and the self-evaluation are discussed within the BoD to define measures toimprove quality of work within the BoD and its committees. During the year under review, theBoD held a six-hour workshop, supported by an external facilitator to assess and improve the
BoD interactions and performance.

54

Consolidated financial
statements

Skills and expertise of the BoD

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Corporate Governance Report

55

Letter to Shareholders

BoD members

External activities and interests
Since 2021 Member of the Board of Directors of
Mondi Plc1 (UK); since 2023 Chair of the Council
on Ethics of The Norges Bank Investment
Management (NO); since 2024 Member of theBoard of Directors of Eramet Norway AS
Complete profile is available on the dormakaba
Group website.

External activities and interests
Since 2024 Member of the Board of Directors
and Chair of the Audit Committee of Sika AG1,
Switzerland; since 2023 Member of the Board of
Directors and Chair of the Audit Committee ofSolvay SA1, Belgium; 2022–2023 Board and Audit
Committee Member of Quotient Limited1,
Jersey, Channel Islands; 2013–2015 Board andAudit Committee Member of Huaxin Cement
Co., Ltd1 (CN); 2008–2010 Founding Member of
the Swiss American Chamber of Commerce,
Boston Chapter (USA).

Career
2015–2024 President and CEO of ROCKWOOLGroup1 (DK); 2008–2015 with ABB1 as Group
Senior Vice President and Head of Business Unit
Network Management (CH); 2005–2008 with
Imerys1 as Executive Vice President and Head ofBusiness Group Performance Minerals &Pigments (BE); 1992–2005 with ABB1 in different
positions (CH, SE, ZA)
External activities and interests
Since 2018 member of the Advisory Board of
NREP (DK); since 2017 Chairman of the BoD ofRanders Reb (DK); since 2016 member of theConfederation of Danish Industry Council (DK);
since 2015 member of the BoD of Flumroc (CH),an affiliate of ROCKWOOL Group1

Corporate Information

CareerJune–December 2023, interim Chief Financial
Officer at Master Builders Solutions; 2021–2022
Chief Financial Officer of RWDC Industries
Limited (SG/ USA); 2016–2019 Executive Vice
President and Chief Financial Officer of
LyondellBasell Industries1 (NL/USA); 2011–2015
Group Chief Financial Officer, member of the
Executive Committee of Holcim/
LafargeHolcim1 (CH); 2003–2010 Chief Financial
Officer of Holcim Inc. (USA); 2002–2003 Chief
Financial Officer of Apasco S.A. de C.V.1) (MX);
1996–2002 Head Corporate Controlling ofHolcim Group Support Ltd. (CH); 1988–1996
Senior Manager of Price Waterhouse (CH/HK);
1983–1987 Cantonal Tax Authorities, Thun (CH)

Education
Advanced Management Program, Harvard
Business School, Boston (USA); M.Sc.
Engineering Physics, Royal Institute ofTechnology, Stockholm (SE); B. Sc. Economics,
University of Stockholm (SE)Corporate Governance
ReportEducation
Advanced Management Program, Harvard
Business School, (USA); Trustee Exams andSchool for Swiss Certified Accountants, Zurich(CH)

Compensation Report

Career
2019–2022 Chair of the Board of Directors of
Veidekke ASA1 (NO); 2020–2023 Vice-Chair of
the Board of Directors of Den norske Bank (DNB)
ASA1 (NO); 2019 –2021 Head of Norwegian
Government Committee on Business andIndustry Development in Norway(Distriktsnæringsutvalget); 2019 –2020 Memberof the Board of Directors of SCR Sibelco1 (BE);2019–2020 Member of the Norwegian
Government Committee on New Ethical
Guidelines for the Norges Bank Investment
Management (Norwegian Wealth Fund) (NO);2014–2020 Chairman of the Board of Directorsof the Norwegian University of Science andTechnology (elected by the Norwegian
Government) (NO); 2013–2016 Chairman of theBoard of Directors of Sapa AS (NO); 2012–2019
Norwegian representative in the Bilderberg
Meetings Steering Committee (NO).

Member Audit Committee
Swedish citizen

Consolidated financial
statements

Education
Master of Science, Norwegian University of
Science and Technology/NTNU, Materials andChemical Engineering, Trondheim (NO);Foundation Program in Business Administration(Bedriftsøkonom), Norwegian School ofManagement/Bedriftsøkonomisk Institutt,
Trondheim (NO); PhD, Norwegian University of
Science and Technology/NTNU, Institute ofInorganic Chemistry, Trondheim (NO); Postdoc.,
University of Auckland, Institute of Chemicaland Materials Engineering, Auckland (NZ); etc.

Jens Birgersson

Vice-Chair
Chair Audit Committee
Swiss citizen

Financial statements
dormakaba Holding AG

BoD Chair & Chair Nomination andCompensation Committee
Norwegian citizen

Thomas Aebischer

Five-year performanceoverview

Svein Richard
Brandtzaeg

Business PerformanceGroup Financial
Performance

as of 30 June 2024

Annual Report 2023/24

Corporate Governance Report

56

External activities and interests
Chairman of the Supervisory Board of
dormakaba Holding GmbH + Co. KGaA (DE);
Chairman of the Supervisory Board of Familie
Mankel Industriebeteiligungs GmbH + Co. KGaA(DE); Chairman of the Advisory Board Coroplast
Fritz Müller GmbH & Co. KG (DE); Member of theSupervisory Board of ara AG (DE); Vice
Chairman of the Advisory Board of Hoberg &Driesch Röhrenhandel GmbH & Co. KG (DE); Vice
Chairman of the BoD Chiron-Werke SE (DE);Member of the Supervisory Board of WIBU
Wirtschaftsbund Sozialer Einrichtungen eG (DE),
Chairman of the Supervisory Board of Autohaus
Adelbert Moll GmbH & Co KG (DE)External activities and interests
Since 2014 independent non-executive Director,
Chairman of the Remuneration Committee of
the Board of Digital China Holdings1 (HK); 2013–2020 Member of the Board of Trustees of Beijing
Normal University Education Fund (CN); 2014–2018 independent non-executive Director of
China Eastern Airlines1 (CN); 2014–2016
independent non-executive Director of ARM
Holdings (UK); 2005–2007 independent nonexecutive Director of TTP Communications (UK)Business Performance

CareerFrom October 2020 until April 2022 CEO China
of Afiniti; January–June 2020 Interim CEO of
Voss (USA); 2016–2018 Group Vice President,
COO of Wanda Internet Technology Group(CN); 2014–2015 Chief Business Officer of Qihoo
3601 (CN); 2008–2013 Corporate Vice President
and President Greater China of Google1 (USA);
2002–2007 CEO China of SK Telecom1 (KR);
2000–2001 General Manager Greater China of
FreeMarkets (USA); 1999–2000 General
Manager China Operations of SITA
Communications (CH); 1997–1999 General
Manager Telecom Division of Lion Group (MY);
1994–1997 Country Director Greater China ofSingapore Telecommunications1 (SG)Corporate Information

CareerPartner since 1991, Managing Partner from 2008
until 2021 of the law and tax consultancy firm
Heuking Kühn Lüer Wojtek (DE/ CH)

Education
Doctor of Philosophy in Traffic Engineering &Network Management, Technical University ofDenmark (DK); Master of Science in Operation
Research, Technical University of Denmark (DK);
Bachelor of Science in Mathematics, Beijing
Normal University (CN)Corporate Governance
ReportExternal activities and interests
Since 2008 Management Board member of thefoundation “Rudolf Mankel Stiftung” (DE)

Education
Universities of Tübingen and Bonn (DE);
attorney-at-law, admitted to the bar in 1990

Compensation Report

CareerSince 2017 Managing Director KARL
München GmbH & Co. KG (DE); since 2014
Executive Board member Mankel Family
Office GmbH (DE); 2010–2013 research
assistant, EBS University (DE); since 2009
shareholder dormakaba Holding GmbH + Co.
KGaA (DE)Singaporean citizen

Consolidated financial
statements

Education
Dr. rer. pol., EBS University (DE); Master of
Science in General Management, EBS University(DE); MBA, Pepperdine University (CA/USA)John Y. Liu

Member Audit Committee
German citizen

Financial statements
dormakaba Holding AG

Member Nomination and Compensation
Committee
German citizen

Hans Gummert

Five-year performanceoverview

Stephanie BrechtBergenGroup Financial
Performance

Letter to Shareholders

dormakaba

Annual Report 2023/24

Corporate Governance Report57

External activities and interests
Convergint: Since 2014 Member of the Board of
Directors

CareerSince 2007 Partner at Kellerhals Carrard (CH);
2002–2007 Senior Associate Bär&Karrer AG(CH); 1999–2002 Senior Manager Andersen
Legal LLC (CH)
External activities and interests
Since 2023 Member of the Board at Belimo
Holding Inc.1 (CH); since 2019 Member of theBoard at Alcon Inc.1 (CH); since 2018 Member ofthe Board at Reichle Holding Inc. (CH); since
2018 Member of the Board at Graubündner
Kantonalbank1 (CH).

External activities and interests
None.
1listed company

Business Performance

CareerSince 2015–Board Member, between 2015–2024
President & CEO and between 2014–2015
President & COO at Convergint; General ElectricCompany1: 2003–2006 Business Unit Leader,
Advanced Communication Systems GE Rail;
2001–2003 Commercial Leader, Americas, GE
Silicones; 1997–2001 Northeast Regional
Manager, GE Silicones; 1992–1997 Corporate
Auditor; 1987–1992 Account Manager, GE
Plastics; 1986–1987 Sales Development
Specialist, GE Plastics; 1985–1986 Sales
Engineer, GE Power Systems.

CareerEaton Corporation PLC1: Since 2015 SVP & Chief
Technology Officer and since 2020 SVP,
Software R&D and Chief Technology Officer,
Electrical Sector; United Technologies
Corporation1: 2013–2015 VP, System & Controls
Engineering, UTC Building & Industrial Systems
Division;
2011–2013 VP, Product Development,
Automation Control Solutions, UTC Climate,
Controls & Security Systems Division; 2007–2011
Chief Technology Officer, Global Security
Products, UTC Fire & Security Corporation;
2005–2007 Chief Technology Officer, Lenel
Systems International, Inc.; Lenel Systems
International, Inc.(Acquired by United
Technologies in 2005):1991–2005 Chief
Technology Officer ; VP, Engineering; Eastman
Kodak1: 1989–1991 Senior Software Architect,
Edicon Systems Division; 1988–1989 Software
Application Engineer, Edicon Systems DivisionCorporate Information

Education
lic. iur. University of Zurich (CH), attorney-atlaw, admitted to the bar in 1996; SEP Stanford
Executive Program, Stanford University (USA);
Corporate Directorship Certificate, Harvard
Business School (USA)Corporate Governance
ReportEducation
Carnegie Mellon University, M.S., Industrial
Administration, 1992; Rensselaer Polytechnic
Institute, B.S., Mechanical Engineering, 1985

Education
Rochester Institute of Technology, M.S.,
Software Development & Management, 1993;
B.S., Computer Engineering, 1989

Compensation Report

US citizen

Consolidated financial
statements

Michael Regelski

Member Nomination and Compensation
Committee
Swiss citizen

Financial statements
dormakaba Holding AG

Ines PoeschelMember Nomination and Compensation
Committee
US citizen

Five-year performanceoverview

Kenneth Lochiatto

Group Financial
Performance

Letter to Shareholders

dormakaba

dormakaba

Annual Report 2023/24

Corporate Governance Report

58

Letter to Shareholders

Executive Committee(EC)

Group Financial
Performance

Management approach

Corporate Information

Business Performance

Effective 1 July 2023, dormakaba introduced a streamlined Executive Committee setup to
amplify the strategic focus on core and customer-centricity. All AS business is combined into
one global unit led by the newly introduced role of Chief Commercial Officer (CCO). The newunit includes all AS activities related to sales, services and marketing as well as the productmanagement for Access Hardware Solutions and Access Automation Solutions. The
company’s seven key markets markets (North America, Germany, Switzerland, Australia &New Zealand, UK & Ireland, China and India) report directly to the CCO. The new Chief
Innovation Officer (CIO) role, also effective as of the start of FY 2023/24, leads all global
engineering capabilities and is responsible for dormakaba’s innovation strategy. The Chief
Operations Officer (COO) function continues to ensure plant productivity and factory
network optimization with lean manufacturing and optimized direct and indirect spend. The
President KWO continues to have the entrepreneurial responsibility for the KWS segment,
including product development, production, sales, and services. Further, he is responsible for
the OEM business of the former Region Asia Pacific. The CFO is responsible for the Group’s
financial affairs as well as other Group functions such as Investor Relations. Further global
corporate functions such as Strategy, Human Resources, IT, and Legal define and monitor
Group-wide standards.

Entry

GenderTill Reuter CEO

1968

2024

m

DE

Christina Johansson CFO

1966

2022

f

CH/SE/NO

Steve Bewick
Chief Commercial Officer

1966

2020

m

GB

Magin Guardiola
Chief Innovation Officer

1965

2023

m

CH/ES

Stefano Zocca
President Key & Wall Solutions and OEM;
Chief Operations Officer ad interim

1963

2011

m

IT

Details on Jim-Heng Lee, CEO and EC members until 31 December 2023, and on Alex Housten, COO and EC
member until 31 March 2024, can be found in the Corporate Governance Report FY 2022/23, EC members(https://report.dormakaba.com/2022_23/en/members-of-the-executive-committee/).

Nationality

Financial statements
dormakaba Holding AG

Year of birthFive-year performanceoverview

1

Name/Position

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportEC dormakaba Group as of 30 June 20241

Alex Housten, COO and EC member, left dormakaba on 31 March 2024.

As of 1 July 2024, René Peter was appointed as CFO ad interim while Christina Johansson is
on sick leave. As of 1 August 2024, Carsten Franke joined dormakaba as COO and member ofthe EC.

External mandates
The maximum number of mandates that members of the EC are allowed to take on thegoverning bodies of legal entities outside dormakaba is regulated in §27 of the Articles ofIncorporation.

Management contracts
Neither dormakaba Holding AG nor its Group companies have entered into any management
contracts with third parties.

Compensation
The compensation policy and all the information relating to the compensation paid to thecompany’s management bodies are shown in the Compensation Report §§22–25 and §28 of
the Articles of Incorporation contain rules relating to compensation principles, loans togoverning bodies, and AGM votes on compensation.

Letter to Shareholders
Group Financial
Performance●

Business Performance

Till Reuter stepped down as BoD member and was appointed as CEO, effective
1 January 2024 , succeeding Jim-Heng Lee.

Corporate Information●

Corporate Governance
ReportDuring the financial year 2023/24, the following changes within the EC were made:Compensation Report

The table above gives the name, position, year of birth, date of joining the EC, gender, andnationality of each EC member.

59

Consolidated financial
statements

EC members

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Corporate Governance Report

60

Letter to Shareholders

EC members

Careerdormakaba Group1 (CH): Since 2024 CEO;2009–2018 CEO, KUKA Inc.1 (DE); 1999–2008
various positions at Morgan Stanley, Deutsche
Bank and Lehman Brothers
External activities and interests
Since 2022 Member of the Board of Directors of
Fox Robotics Inc. (USA); since 2008 Founder andChairman of the Board of Directors of
Rinvest Ltd. and Rinvest Digital Ltd. (CH); 2019–2022 Chairman of the Board of Directors of
Unternehmensgruppe Theo Müller S.e.c.s. (DE)

CareerSince 2022 CFO of dormakaba Group1 (CH);
2018–2022 Chief Financial Officer and Memberof the Executive Board and January 2021-March2022 Chief Executive Officer ad interim of
Bilfinger SE1 (DE); 2016–2018 Group Chief
Financial Officer of Bucher Industries Group1(CH); 2014–2016 Group Chief Financial Officer
and Deputy Chief Executive Officer of SR
Technics Group (CH); 2007–2014 CFO, Vice
President Finance of Pöyry Energy BusinessGroup and Pöyry Management Consulting
Business Group (CH); 2005–2007 Group CFO
and Deputy CEO of Zeag Group (Spreitenbach,
Switzerland); 1996–2005 CFO/Finance Directorof Amcor Rentsch & Closures1 (CH/GE/CA)
External activities and interests
Since 2021 Member of the Board of Directors
and Chair of the Audit Committee, About You
Group1 (DE); since 2018 Member of the Board of
Directors and member of the Audit Committee
and since 2021 Chair of the Audit Committee ofEmmi Group1 (CH)

Education
B.Sc. (Hons) in Combined Sciences, University of
Glamorgan (UK)
Careerdormakaba Group1 (CH): since 2022 President
Europe & Africa (2020–2021 COO Access
Solutions EMEA and member of the EC) (CH);2016–2019 Senior Vice President UK, Ireland andBenelux dormakaba; 2014–2015 Senior Vice
President Market North Nordics Kaba and 2010–2019 Managing Director Kaba UK; 2008–2009
Contracting Business Director Kaba UK; 2007–2008 Sales and Marketing Director Surelock
McGill (UK); 2005–2006 Sales & Marketing
Director EDM Group (UK)
External activities and interests
Guild of Architectural Ironmongers (UK):
Director since 2021.

Corporate Information

Education
Master of Science (M.Sc.) in Business
Administration (International Finance &Accounting), University Växjö (SE);Corporate Governance
ReportEducation
Business Administration, (Econ.), University of
St. Gallen, Switzerland; Attorney, Law, Universityof Konstanz, Germany; Master of Science(M.Sc.)

Compensation Report

President Region Europe & Africa (Chief
Commercial Officer as of 1 July 2023)
British citizen

Consolidated financial
statements

Steve Bewick

CFO
Swiss, Swedish & Norwegian citizen

Financial statements
dormakaba Holding AG

Christina Johansson

CEO
German citizen

Five-year performanceoverview

Till Reuter

Business PerformanceGroup Financial
Performance

as of 30 June 2024

Annual Report 2023/24

Corporate Governance Report

61

External activities and interests
None.
1listed company

External activities and interests
None

Business Performance
Corporate Information

Careerdormakaba Group1 (CH): since April 2022 Chief
Marketing & Products Officer (2022–2023
Global Head Automation, Product and Solutions,
2015–2021 Global Business Owner Entrance
Systems, AS DACH; 2012–2015 International
Business Development and Region Manager
CEERT/MEA Kaba Management andConsulting AG (CH); 2009–2011 Region
Manager South and 2000–2009 Consejero
Delegado / General Manager of Iberkaba, S.A. /Kaba Italia S.a.r.l. (SP and IT); 1992–2000
various roles in management positions in LECTAGroup (SP)Careerdormakaba Group1 (CH): since 2022 President
Key & Wall Solutions (2017–2021 COO Key &Wall Solutions and member of the EC); 2015–2017 COO Key Systems and member of the EC;
2011–2015 member of the EC of Kaba
Group1 (CH); since 2013 Head of Division Key
Systems and 2011–2013 Head of Division Key
Systems EMEA/AP/SAM; Whirlpool EMEA (IT):
2004–2011 General Manager Middle East, Africa+ Turkey, since 2010 also of Central Europe;
2000–2004 Customer Service Regional Director,
South, Central + East Europe, Middle East +Africa; 1994–2000 European Procurement
Manager; 1988–1994 various positions inindustrial and logistics operations; 1986–1988
Procurement and Planning Assistant Imbal (IT)Corporate Governance
ReportEducation
Economics Degree, Bocconi University (IT)Compensation Report

Education
Master’s in Business Engineering, University of
St. Gallen (CH); Haas Business School, Berkeley(USA); Master’s in Economics, University ofBasel (CH); MSc (Diplom-Ingenieur FH),
University of Applied Science in Augsburg (DE);MBA, Rotterdam School of Management
Erasmus University (NL)

Consolidated financial
statements

President Key & Wall Solutions (President Key &Wall Solutions and OEM as of 1 July 2023)
Italian citizen

Financial statements
dormakaba Holding AG

Stefano Zocca

Chief Marketing & Products Officer (Chief
Innovation Officer as of 1 July 2023)
Swiss and Spanish citizen

Five-year performanceoverview

Magín GuardiolaGroup Financial
Performance

Letter to Shareholders

dormakaba

Annual Report 2023/24

Shareholders’participation rights

Corporate Governance Report

62

Letter to Shareholders

dormakaba

The increase of share capital through the conversion of equity surplus, against
contributions in kind or by way of set-off against a claim and the granting of special
benefits;●

The restriction or cancellation of subscription rights;●

The introduction of conditional share capital or the introduction of a capital range;●

The restriction of the transferability of registered shares and the cancellation of such a
restriction;●

The introduction of shares with privileged voting rights;●

The change of currency of the share capital;●

A provision in the Articles of Incorporation on holding the General Meeting of
Shareholders abroad;●

The delisting of the company’s equity securities;●

The transfer of the registered office of the company;●

The dissolution of the company (including as a result of a merger); and●Changes to the Articles of Incorporation provisions on opting out, decision-making by
the General Meeting and applicable quorum, the number and terms of office of BoD
members, and the process of BoD decision-making.

Otherwise, the General Meeting of dormakaba Holding AG passes its resolutions and decides
its elections by a majority of votes cast, irrespective of the number of shareholders presentor shares represented. These rules are subject to overriding statutory provisions and § 35
paragraph 4 of the Articles of Incorporation.

Convocation of the General Meeting of
Shareholders and agenda
General Meetings are convened as stipulated by law. The BoD of dormakaba Holding AG is
obliged to include items on the agenda of the General Meeting if these items are requested
by shareholders who together represent at least 0.5% of the share capital, and if the request
is made in writing at least fourty-five days before the General Meeting, stating the agenda
items and the motions.

Business Performance
Corporate Information

The consolidation of shares;●

Corporate Governance
Report

The amendment of the company’s purpose;●

Compensation Report●

Consolidated financial
statements

For resolutions covering the following, a majority of at least two-thirds of the votes
represented and a majority of the nominal value of shares represented are required:

Financial statements
dormakaba Holding AG

Majorities required by the Articles ofIncorporation

Five-year performanceoverview

At dormakaba Holding AG’s General Meetings, each registered share entitles the owner toone vote. A shareholder may be represented at General Meetings by the independent voting
representative, her or his legal representative or, by means of a written power of attorney,by another voting representative who need not be a shareholder.

Group Financial
Performance

Voting rights and proxy votingLetter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information
Corporate Governance
ReportCompensation Report

Only shareholders entered in the share register with voting rights by 2 October 2024 will beentitled to vote at the AGM of 10 October 2024. They will receive the invitation to the AGM
together with the motions of the BoD. Once they have sent back the response form, they will
receive their entry ticket and voting material. Shareholders who sell their shares before theAGM are no longer entitled to vote. If they sell some of their shares, or buy more, they shouldswap their entry ticket at the information desk on the day of the AGM. No entries will bemade in the share register from 3 October to 10 October 2024. All information about theAGM 2024 can be found online.

63

Consolidated financial
statements

Entries in the share register/invitation to
the Annual General Meeting of 10 October
2024

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Corporate Governance Report

Changes of control anddefense measures

64

Letter to Shareholders

dormakabad Consummation of the transfer agreement described in § 35 of the Articles ofIncorporation.

Clauses on changes of control
The rules of the applicable long-term incentive plans state that if there is a change in thecontrol of dormakaba Holding AG (as defined in the regulations) the share blocking period(see Compensation Report 3.2 Long-term incentive) will be lifted if this is permitted by law
and the performance share units are subject to an accelerated full vesting at target
performance (detailed in the regulations), provided the plan participants concerned still
have an employment contract (that is not under notice) with dormakaba when the change ofcontrol occurs.
§ 35 of the Articles of Incorporation of dormakaba Holding AG states that according to thetransfer agreement (called transfer agreement), which was concluded on 29 April 2015
related to the combination of Kaba Group and Dorma Group, if there is a change of control
of dormakaba Holding AG, the Mankel/Brecht-Bergen Family has the right to buy back a 2.6%
stake in dormakaba Holding GmbH + Co. KGaA and dormakaba Beteiligungs-GmbH in orderto regain control (50.1%) of these companies. A change of control of dormakaba Holding AG
happens if a third party (i) holds 33⅓% or more of the voting rights in dormakaba Holding AG
in shares, (ii) holds 33⅓% or more of the voting rights in dormakaba Holding AG in purchasepositions and the responsible Swiss authority has decided with legal effect that a mandatoryoffer has been triggered, or (iii) publishes the end result of a voluntary offer which, whencompleted, will give it at least 33⅓% of the voting rights of dormakaba Holding AG. The
Mankel/Brecht-Bergen Family can only exercise the rights pursuant to the transfer agreement
if dormakaba Holding AG receives a written statement of assurance that (i) nobody
associated with the Mankel/Brecht-Bergen Family supports the change of control or has everbeen involved in it, and (ii) the Mankel/Brecht-Bergen Family holds a stake of at least 47.5%

Business Performance
Corporate Information
Corporate Governance
Reportc Dissolution of the Shareholder Pool;

Compensation Reportb Transactions in shares of the Company between parties of the Shareholder Pool and/orwith third parties that result in changes of the majorities within the Shareholder Pool,changes in the composition of the Shareholder Pool or changes in the direct overall
participation of the parties to the Shareholder Pool in the Company, as long as thisdirect overall participation does not exceed 33⅓% of the voting rights in the Company;

Consolidated financial
statementsa Combination of KABA Group with DORMA Group pursuant to the transaction agreement
dated April 29, 2015 between Familie Mankel Industriebeteiligungs GmbH + Co. KGaAand Mankel Family Office GmbH on the one hand and the Company on the other hand;

Financial statements
dormakaba Holding AG

In the following cases, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel
Family Office GmbH as well as their respective direct or indirect quotaholders – individuallyor together with shareholders of the Company with whom they entered into a pool
agreement (“Shareholder Pool”) in connection with the business combination of KABA Group
with DORMA Group – are exempted from the obligation to make an offer pursuant to Article
135 para. 1 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct
in Securities and Derivatives Trading of 19 June 2015:

Five-year performanceoverview§ 5a of the Articles of Incorporation of dormakaba Holding AG includes a formal selective
opting-out according to article 125 paragraph 4 of the Swiss Federal Act on Financial Market
Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015. The
text of the formal selective opting-out is as follows (translation of the German version):Group Financial
Performance

Compulsory offer

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information
Corporate Governance
ReportCompensation Report

The transfer agreement is available for shareholders to inspect at the dormakaba
Holding AG’s head office.

65

Consolidated financial
statementsof dormakaba Holding GmbH + Co. KGaA and dormakaba Beteiligungs-GmbH. The priceaccording to the transfer agreement is based on the market price or nominal value of theshares and in the former case is calculated using a fixed formula agreed by the parties in thetransfer agreement. Under certain conditions and for a specific period of time, dormakaba
Holding AG has the right to buy back the said 2.6% stakes. The transfer agreement isannulled if the Mankel/Brecht-Bergen Family’s stake in dormakaba falls below 25%. Approvalof the transfer agreement can be cancelled by resolution of the General Meeting. Such a
decision to cancel must be taken (i) following the publication of a public takeover offer toacquire all of the outstanding shares of dormakaba Holding AG and before the end of theoffer period and (ii) with a majority of at least 50% of the votes represented. The transfer
agreement and its performance were declared valid under takeover law by the Swiss
Takeover Board on 22 April 2015.

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

The fees paid to the audit firm PricewaterhouseCoopers for services relating to the audit of
the annual financial statements of dormakaba Holding AG and Group companies and theconsolidated financial statements of dormakaba Group were CHF 3.4 million in the financial
year 2023/24. In the financial year 2023/24, dormakaba Group procured further consultancy
services from PricewaterhouseCoopers in the amount of CHF 0.5 million, of whichapproximately CHF 0.25 million for general advisory services, CHF 0.15 million for taxation
services and CHF 0.1 million on support for subsidiaries in the implementation of new
accounting practice rules or finance projects.

Information pertaining to external
auditors
Each year, the AC of the BoD assesses the performance, fees, and independence of theauditor and suggests to the BoD which external auditor should be proposed to the AGM forelection. Each year, the AC also assesses the scope of external auditing, the audit plans, andthe relevant processes and discusses the results of the audit with the external auditors.
Please find more information about the AC here.

Letter to Shareholders
Group Financial
Performance
Business Performance

Auditing fees and additional fees

Corporate Information

dormakaba initiated a call for tender with the intention to propose a new audit firm to the
AGM in 2025.

Corporate Governance
ReportPricewaterhouseCoopers AG, Zurich, has been the auditor for dormakaba Holding AG and its
legal predecessors since 1907, and Group auditor of the dormakaba Group since 1982. The
responsible lead auditor took on this function during financial year 2023/24.

Compensation Report

Duration of mandate and term ofoffice of Head Auditor

66

Consolidated financial
statements

Auditors

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

According to dormakabaʼs Insider Trading Directive, members of the BoD and the EC andother employees who have access to material non-public information are designated as
Insiders and are banned from trading in dormakaba Holding AG securities and any related
financial instruments during general blackout periods. There were no exceptions to this rule in
the financial year 2023/24.
dormakabaʼs general blackout periods last from June 15 until (and including) two SIX Swiss
Exchange trading days after the publication of dormakabaʼs annual financial statements aswell as from December 15 until (and including) two SIX Swiss Exchange trading days after the
publication of dormakabaʼs semi-annual financial statements.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information
Corporate Governance
ReportGeneral trading blackout periods

Compensation Report

This reporting on the financial year 2023/24 and the financial statements as at 30 June 2024
include the Group Management Report with the consolidated financial statements, thefinancial statements of dormakaba Holding AG, the Corporate Governance Report, theCompensation Report, and the Sustainability Report. All reporting is available only digitally at
www.dk.world/AR2023_24. The HTML format can be printed in PDF format or ordered as a
printed copy if required. The share price development, business publications, media releases,
and presentations may also be downloaded from www.dormakabagroup.com. Media andanalyst conferences or calls take place at least once a year, but usually twice a year.
dormakaba typically holds a Capital Market Day at least every second year at which
financial analysts and investors can gain a deeper insight into the Group by meeting EC
members and management as well as participating in presentations of dormakabaʼsoffering. In addition, the CEO, the CFO, and the VP of Global Investor Relations regularly takepart in various external investor meetings. dormakaba Holding AG publishes price-sensitive
information in accordance with its disclosure obligations under the rules of the SIX Exchange
Regulation AG (Listing Rules, article 53, and rules on ad hoc publicity). dormakaba
Holding AG informs its shareholders in writing about the course of its business at least every
half year. The information on how the business is performing is available at www.dk.world/
news and www.report.dormakaba.com. The notifications, reports, and presentations ofdormakaba are not continually updated by the company; the statements and data contained
therein are therefore valid as of the relevant date of publication. For those wishing to obtaincurrent information, dormakaba Holding AG recommends that they do not refer solely topast publications. A list of the most important dates in the financial year can be found atwww.dk.world/events.

67

Consolidated financial
statements

Information policy

Corporate Governance Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba
Annual Report 23/24

Compensation
ReportFully automatic key production in dormakaba’s
Wetzikon, Switzerland site, enables an efficient and innovative
production flow to meet customer demand.

Nomination and Compensation Committee(NCC) Activities
The NCC meets at least three times per reporting period or more frequently if required perreporting period. Actual meetings held and attendance for the financial year 2023/24 aredisclosed in the governance report. Regular activities include proposing compensation forthe members of the BoD and EC, as well as preparing the Compensation Report and thebinding say-on-pay votes at the Annual General Meeting (AGM).
Following the Board of Directors’ approval, the NCC implemented the following changes tothe variable compensation structure of the EC with effect of the reporting period:‒ The Short-Term Incentive (STI) performance indicator framework has been simplified toinclude the same three group financial objectives for all EC members, including the CEO. Thischange rewards collaborative over individual or unit performance and aligns with the
Shape4Growth strategy. Furthermore, the booster introduced for the 2022/23 performance
period has been discontinued as planned effective as of the FY 2023/24.
‒ The Long-Term Incentive (LTI) compensation includes Environmental, Social andGovernance (ESG) targets, and the Performance Share Unit (PSU) grant size is no longer
linked to the individual performance of the prior year.
The STI and LTI programs are described in detail in the section “Compensation Architecture
for the EC” of this Compensation Report.
For the financial year 2024/25, the BoD decided to apply the same performance indicator
framework to measure EC performance under the STI as well as for the 2024 LTI grant, andno major adjustments are planned.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

dormakaba made good progress on the execution of its Shape4Growth strategy and relatedtransformation program while delivering a strong financial performance for 2023/24. Organic
net sales growth was at 4.7%, driven both by pricing and volume. There was a significant
profitability improvement, with the adjusted EBITDA margin expanding by 120bps to 14.7%.
Return on capital employed (ROCE) increased substantially by 390bps to 29.0% profitingfrom improved average net working capital and increased adjusted EBIT. The strong results
were completed by a solid free cash flow and an improved net debt profile. dormakaba’s
strong performance in financial year 2023/24 is reflected in the STI payout ratio.

Corporate Governance
ReportIntroductory notes from theCommittee

Compensation Report

The Compensation Report describes the principles underlying the compensation policy andprovides information about the compensation steering process and the compensation
awarded to the Board of Directors (BoD) and Executive Committee (EC) of dormakaba
Holding AG. This Compensation Report has been prepared in full compliance with Swiss
Company Law, the SIX Swiss Exchange’s Directive on Information relating to Corporate
Governance, and following the recommendations of economiesuisse’s Swiss Code of Best
Practice for Corporate Governance.

69

Consolidated financial
statements

General introduction

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaInsufficient ex-post disclosure of STI targets andachievement levels.

Disclosure was enhanced by defining each KPI
and its weighting. The applicable payout curveand performance achievement against targets
are described in sections "Overview of short-term
incentive performance objectives and respective
weightings for FY 2023/24".

Discretionary adjustments made by the BoD to
the group EBITDA margin and ROCE metrics under
the STI without providing a detailed explanation

Alternative performance measures (APM) may
be used to measure financial performance. These
include adjustments for items affecting
comparability (IAC). APM and IAC are defined in
the consolidated financial statements and clear
reference to these is included in the STI sectionof this report.

Initial LTI grants appear to involve an element of
discretion

The consideration of the previous year individual
performance for determining the EC members’
LTI grant has been removed. As from the grant
cycle 2023, the LTI grant size is solely calculated
based on the target amount attributed to eachrole.

At the upcoming AGM, all shareholders will be asked to prospectively approve the aggregate
maximum amounts of compensation of the BoD for the period until the following AGM and of
the EC for the financial year 2025/26. The shareholders will have the opportunity to express
their opinion about the compensation system and the compensation awarded to the BoD andto the EC by way of a consultative vote on the Compensation Report 2023/24 at the AGM
2024.

Letter to Shareholders
Group Financial
Performance
Business Performance

Our response

Corporate Information

Concern raised

Corporate Governance
Report

The table below summarizes the main concerns raised by shareholders and the actions
dormakaba has taken to address them.

Compensation Report

At the AGM 2023, binding votes were conducted on the aggregate maximum compensation
amounts for the BoD and for the EC, as well as a consultative vote on the Compensation
Report. The shareholders approved the maximum compensation amounts for the BoD with98% (prior year: 91%) and the EC with 98% (prior year: 97%). The consultative vote on theCompensation Report received an approval rate of 85% (prior year: 94%). The NCC reviewed
the compensation programs for EC members to ensure that they best align with thestrategic direction of the company and considered shareholders' feedback based on atargeted engagement outreach in 2023. Furthermore, the level of transparency on thedisclosure of STI and LTI objectives and the respective performance outcomes wasenhanced.

70

Consolidated financial
statements

Shareholder’s feedback

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Compensation Report

Letter to Shareholders

Compensation at a
glance71

Group Financial
Performance

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.

Business Performance

Summary of current compensation
system of the BoD

in cashBoD Chair

BoD Member

335,000

100,000

in restricted shares

300,000

90,000

Total

635,000

190,000

Committee Chair

Committee Member

Audit Committee

60,00020,000Nomination and Compensation
Committee

60,00020,000

Corporate Information

Basic Compensation p.a. (inCHF)+

Corporate Governance
ReportAdditional Compensation p.a.
(in CHF)

Compensation Report

No additional committee fees are due to the BoD Chair.

Shareholding ownership guideline

The compensation awarded to the BoD in financial year 2023/24 is within the limits approvedby the shareholders at the AGM:

1)

Compensation period

Approved amount (CHF)

Effective amount (CHF)

AGM 2022 – AGM 2023

3,200,000

2,480,000

AGM 2023 – AGM 2024

3,200,000

To be determined 1)

The compensation period is not yet completed; a definitive assessment will be provided in the 2024/25 Compensation Report.

Five-year performanceoverview

Compensation of the BoD in financial
year 2023/24

Financial statements
dormakaba Holding AG

Consolidated financial
statements

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

Summary of current variable
compensation system of the EC
The variable compensation system applicable to the EC is designed to engage executives toimplement the company’s strategy, to achieve the company’s short- and long-term businessobjectives, and to create sustainable shareholder value. It consists of the following
elements:
Short-term incentive mechanism

72

Corporate Governance
ReportCompensation Report

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

Consolidated financial
statements

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

Financial statements
dormakaba Holding AG

Long-term incentive mechanism

Five-year performanceoverview

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

Corporate Information

Business Performance

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

Compensation Report

Letter to Shareholders

Annual Report 2023/24

Group Financial
PerformancedormakabaCompensation Report

Letter to Shareholders

Shareholding ownership guideline
The members of the EC are required to own a minimum multiple of their annual base salary indormakaba shares within five years of tenure:300% of annual base salary

EC member

200% of annual base salaryGroup Financial
Performance

CEO

Effective amount (CHF)

Financial year 2023/24

19,300,000

14,175,589●

The NCC supports the BoD with matters related to the compensation of the BoD and of
the EC.

●

Shareholders approve the maximum compensation amounts of the BoD and of the EC.
Further, they also express their opinion on the compensation system through a
consultative vote on the Compensation Report.

Corporate Governance
ReportApproved amount (CHF)

Compensation Report

Compensation period

Consolidated financial
statements

The compensation awarded to the EC in financial year 2023/24 is within the limits approvedby the shareholders at the 2022 AGM:

Corporate Information

Business Performance

Compensation of the EC in financial
year 2023/24

Compensation governance

73

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaLetter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

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

Corporate Governance
Report

The compensation for the 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 towards the EC.

Compensation Report

The compensation system of dormakaba reflects the commitment to attract, engage, andretain the best talent within the industry. It is designed to engage executives and employees
to implement the company’s strategy, to achieve the company’s short-term and long-termbusiness objectives, and to create sustainable shareholder value.

74

Consolidated financial
statements

Basic principles ofcompensation

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

The NCC’s main compensation tasks are:●Propose and periodically review the compensation policy and regulations for theattention of the BoD;●

Propose to the BoD the specific design of the fundamental compensation elements andthe determination of the compensation-related performance objectives;●

Propose to the BoD the maximum aggregate compensation amount of the BoD and of
the EC to be submitted to the shareholders’ vote at the AGM;●

Propose to the BoD the compensation to be paid to its members within the limits
approved by the AGM;●

Decide on the terms of appointment, significant changes in existing employment
contracts, and compensation for the EC members within the limits approved by the
AGM;●

Decide on the share-based compensation to be awarded to the members of the EC andthe Senior Management;●

Propose the Compensation Report to the BoD.

The compensation for the EC and for the Senior Management is set as part of an annual
process.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

The NCC consists of at least three non-Executive BoD members, who are elected annuallyand individually by the AGM for a period of one year. At the AGM 2023, the shareholders
elected Svein Richard Brandtzaeg (Chair), Stephanie Brecht-Bergen, Kenneth Lochiatto, andInes Pöschel as members of the NCC.

Corporate Governance
ReportIn accordance with the Articles of Incorporation and the Organizational Regulations ofdormakaba Holding AG, the BoD is responsible for the principles underlying thecompensation policy and for the compensation steering process; it is supported in this workby the NCC.

Compensation Report

Nomination and Compensation
Committee

75

Consolidated financial
statements

Managing
compensation

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaCompensation Report

76

Compensation planning and share award plan design

NCC
BoD

Compensation Report

NCC
BoD

AGM

Maximum aggregate compensation amounts of the BoD and EC for nextcompensation period

NCC
BoD

AGM

Compensation structure and level of BoD for next compensation period

NCC
BoD

NCC
BoD
NCC

NCC
BoD
CEO
NCC

Individual target compensation of EC members for next financial year 1)
Individual short-term incentive payments of EC members for previous
financial year 1)

CEO
NCC

Individual share awards of EC members and Senior Management 1)

CEO
NCC

Review of external stakeholder feedback on compensation disclosure and(discussion of) changes for next disclosure

CEO
NCC
NCC

NCC meeting schedule and agenda for next period of office
red: recommending bodyblue: reviewing bodygray: approving body
1)
Proposals related to the CEO compensation are prepared by the NCC Chair and approved by the NCC.

The NCC meets as often as business requires but at least three times a year. The number of
meetings held and attendance details, including participation of members of executive
management and external advisors, are provided in the Corporate Governance Report.
The NCC Chair reports to the BoD after each meeting on the activities of the committee. The
minutes of the committee’s meetings are available to the BoD members.
The NCC may decide to consult external advisors on specific compensation matters.
PricewaterhouseCoopers (PwC) was reappointed to provide advice on specificcompensation and governance matters. PricewaterhouseCoopers is the current auditing firmof dormakaba, and there are clear rules in place to comply with the independence
requirements of auditing firms.

NCC
NCC

NCC

Group Financial
Performance

NCC
BoD

Business Performance

Compensation policy review and compensation principles for next
financial year

June

Corporate Information

Feb

Corporate Governance
ReportDec

Compensation Report

Oct

Consolidated financial
statements

Aug

Letter to Shareholders

Annual process and responsibilities
in the compensation matters of the
BoD and EC

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Binding vote at the AGM (Article 22);●

Additional amount for new members of the Executive Committee (Article 25);●

Agreements with members of the Board of Directors and the Executive Committee,
notice periods for the members of the Executive Committee (Article 26);●

Credits and loans to members of the Board of Directors and Executive Committee(Article 28).

Letter to Shareholders
Group Financial
Performance

Principles of compensation of the Executive Committee (Article 24);●

Business Performance

Principles of compensation of the Board of Directors (Article 23);●

Corporate Information●

Corporate Governance
ReportThe Articles of Incorporation include the principles of compensation applicable to the BoD
and to the EC. Those provisions can be found online and include:

Compensation Report

The BoD values the dialogue with shareholders and wants to know and understand theirviews on executive compensation. In this context, the BoD has held an annual consultative
vote on the Compensation Report since the financial year 2012/13. This vote allows
shareholders to express their opinion on the compensation policy and systems applicable to
the BoD and the EC. Since the AGM 2015, the BoD also seeks an annual prospective binding
approval from shareholders of the maximum aggregate amount of compensation of the BoD
and the maximum aggregate amounts of fixed and variable compensation of the EC.

77

Consolidated financial
statements

Shareholders’ involvement

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaComposition of compensation
The basic compensation paid to the members of the BoD comprises a cash payment and a
grant of restricted shares of dormakaba Holding AG. The BoD Chair receives basic
compensation of CHF 635,000, consisting of CHF 335,000 paid in cash and CHF 300,000 in
restricted shares. The other members of the BoD receive basic compensation of CHF 190,000,
consisting of CHF 100,000 in cash and CHF 90,000 in restricted shares. Additional fees arepaid in cash for specific functions such as committee chair and/or committee member of the
BoD or for performing special additional tasks assigned by the BoD. No additional committee
fees are due to the BoD Chair. In line with Swiss legal requirements, selected BoD members
may have to be insured in the company’s pension fund. In such case, both the employee andemployer portions of the annual contributions are borne by the respective BoD member,therefore no pension cost is paid by the company.
The compensation system and levels are documented in the BoD compensation directive andare summarized in the table below.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

In consideration of the outcome of the benchmark analysis, the compensation of the BoD
Chair was reduced to CHF 635,000 effective from the term of office starting with the AGM
2022. This adjustment brought the BoD Chair compensation within the benchmark range.
Compensation for other BoD members remained unchanged since 2020, and no further
changes are proposed for the term of office starting with the AGM 2024.

Corporate Governance
ReportThe NCC regularly reviews the compensation of the BoD as well as the peer group used forcompensation benchmarking studies. The most recent peer group revision was conducted inJune 2022 based on the following criteria: median market capitalization, annual sales,business model, industry, and compensation practices. The peer group consists of thefollowing eleven companies: Bucher Industries, Clariant, Forbo, Georg Fischer, Landis+Gyr, OC
Oerlikon, SFS Group, SIG Combibloc, Stadler Rail, Sulzer, and Tecan.

Compensation Report

BoD members only receive fixed compensation based on the responsibilities and timerequirement of their function, without any entitlement to performance-related compensation.
This ensures that the BoD remains independent while exercising its supervisory duties
towards the EC. The amount of compensation for each function of the BoD is determinedannually considering the market compensation trends and comparisons with other listed
Swiss industrial companies which operate internationally.

78

Consolidated financial
statements

Compensationarchitecture for the
BoD

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Compensation Report

Basic Compensation p.a. (inCHF)
BoD Chair

BoD Member

in cash335,000

100,000

in restricted shares

300,000

90,000

Total

635,000

190,000

Committee Chair

Committee Member

Audit Committee

60,00020,000Nomination and Compensation
Committee

60,00020,00079

Letter to Shareholders

dormakabaBusiness Performance
Corporate Information
Corporate Governance
ReportCompensation Report

Compensation is paid on a pro rata basis to Board members twice a year. For the term ofoffice from the AGM 2023 until the AGM 2024, the first compensation period ended on
30 April 2023, the second will end on 31 October 2024. Actual expenses incurred arereimbursed.

Consolidated financial
statements

The members of the BoD may decide to receive a certain part of the cash payment in theform of restricted shares of the company. The number of shares awarded is calculated using
the average closing share price for the last five trading days of the last month of therelevant compensation period. The awarded shares are restricted for a period of three years;
this blocking period remains in place if a member leaves the BoD. In addition, a shareholding
ownership guideline is in place, requiring Board members to hold a minimum of 500 shares ofdormakaba within three years after their first election to the BoD. As per 30 June, allmembers of the BoD comply with the requirements of the guideline.

Financial statements
dormakaba Holding AG

No additional committee fees are due to the BoD Chair.

Five-year performanceoverview

Additional Compensation p.a.
(in CHF)

Group Financial
Performance+

Compensationarchitecture for the EC

PurposeFixed Compensation and Benefits

Variable Compensation(target of at least 50% of totalcompensation)

Annual Base
SalaryShort-term
incentive (STI)Long-term
incentive (LTI)

Rewards
company shortterm
performance

Rewards
company longterm
performance,aligns withshareholdersʼinterests

Reflects thefunction (scope,
responsibilities
and skills of theindividual)

Benefits

Establish a levelof risk protection
for theparticipants andtheir dependents

To ensure consistency across the organization, roles within the organization have been
evaluated using the job evaluation methodology of Korn Ferry Hay Group. The job evaluation
system is the basis for compensation activities such as benchmarking and determination ofcompensation structure and levels. For comparative purposes, dormakaba refers to external
compensation studies that are conducted regularly by Korn Ferry Hay Group in mostcountries. Overall, these studies include the compensation data of 2,500 technology andindustrial companies, including listed and privately held competitors in the security sector
that are comparable with dormakaba in terms of annual revenues, number of employees,
and complexity in the relevant national or regional markets. Consequently, there is nopredefined peer group of companies that is used globally. Rather, the benchmark companies
vary from country to country based on the database of Korn Ferry Hay Group. For the CEOrole, the last benchmark analysis was performed in June 2022 based on the same peer groupas for the BoD consisting of the following eleven Swiss listed companies: Bucher Industries,
Clariant, Forbo, Georg Fischer, Landis+Gyr, OC Oerlikon, SFS Group, SIG Combibloc, Stadler
Rail, Sulzer, and Tecan. The composition of the peer group is based the following criteria:
market capitalization, annual sales, business model, industry, and compensation practices.

Total Target Compensation
approach
As a principle, the total target compensation (annual base salary, short-term incentive
target and long-term incentive awarded) paid to the EC members is based on the market
median in the relevant national or regional market and must be within a range of –20% to+35% of this figure. The variable component of compensation (= short- and long-term

Corporate Information

Long-term incentive (share-based compensation).

Corporate Governance
ReportShort-term incentive;●

Compensation Report

Benefits (such as retirement benefits);●

Consolidated financial
statements

Annual base salary;●

Financial statements
dormakaba Holding AG●

Business Performancedormakaba’s compensation system balances market competitiveness with internal equity,
while rewarding for performance and long-term value creation. The total target
compensation (annual base salary, short-term incentive target and long-term incentive
award) for each EC member is set according to the relevant market benchmark for their roleand comprises a competitive fixed salary and a variable, performance-related component
that is driven by the success of the company. This allows EC members to be rewarded fortheir contributions to the company’s success and long-term value creation. The overall
compensation consists of the following elements:

80

Letter to Shareholders

Compensation Report

Group Financial
Performance

Annual Report 2023/24

Five-year performanceoverview

dormakabaCompensation Reportincentives) is targeted to make for at least 50% of the total direct compensation. Thereof,
the equity-based compensation opportunity (value of long-term variable compensation) is atleast 30% of the total direct compensation.

Illustration of total target compensation
mix for CEO and EC members:

33.3%

Business Performance

As per January 1, 2024, Till Reuter was appointed CEO as successor to Jim Heng Lee. Due tohis extensive experience as CEO and in leading large transformation, the total compensation
was adjusted. The CEO’s annual total target direct compensation as of January 1, 2024, iscomposed as follows:81

Letter to Shareholders

Annual Report 2023/24

Group Financial
Performancedormakaba

33.3%

Target STI
Target LTI

Corporate Information

Annual base salary

Annual base salary
Target STI
Target LTI

31.0%

Compensation Report
Consolidated financial
statements

38.0%

Financial statements
dormakaba Holding AG

31.0%

Five-year performanceoverview

Following the organizational simplification implemented in the fiscal year 2022/23 three EC
members changed their role per July 2023. The total target compensation of these EC
members was reviewed to reflect their new roles and scope of responsibilities in comparison
to peers and to their market. After these revisions, the average total target directcompensation of active EC members, excluding the CEO is composed as follows:

Corporate Governance
Report33.3%

2. Benefits
As the EC is international in its nature, the members participate in the benefits plans
available in their country of employment. Benefits mainly consist of retirement, insurance,and healthcare plans that are designed to provide a reasonable level of protection for theparticipants and their dependents in respect to the events of retirement, disability, death,and illness/accident. The EC members with a Swiss employment contract participate in theoccupational pension plans offered to all employees in Switzerland, which consist of a basic
pension fund and a supplementary plan for management positions. The benefits offered by
the pension fund of dormakaba in Switzerland are in line with benefits provided by other
Swiss multinational industrial companies.
EC members under foreign employment contracts are insured commensurately with market
conditions and with their position. Each plan varies in line with the local competitive and legal
environment and is, as a minimum, in accordance with the legal requirements of therespective country.
Further, EC members are also provided with certain executive perquisites, such as a company
car or car allowance, representation allowance, and other benefits in kind according tocompetitive market practice in their country of employment.

3. Variable compensation
The variable compensation consists of a short-term incentive (STI) and a long-term incentive(LTI).

3.1 Short-term incentive
The short-term incentive is a target-based variable incentive delivered in cash. It is designed
to reward the overall collective performance of the company to the dormakaba success overa one-year period, in line with the pay-for-performance compensation principle.
Each EC member including the CEO is allocated a target STI amount based on the benchmark
and pay mix policy corresponding to the incentive amount to be paid if all performance
objectives are met (100% target achievement). The target STI amount is reviewed annuallyand expressed as an absolute amount. It is determined considering the organization leveland external benchmark for a similar function in the relevant market, the positioning of theindividual’s total target compensation compared to that benchmark and the target pay mix
for the position.

Letter to Shareholders

Individual profile in terms of skill set, experience, and seniority.
Group Financial
Performance●

Business Performance

External market value of the respective role: amount paid for comparable positions in
the industrial sector in the country where the member works;

Corporate Information

Content, responsibilities, and complexity of the function;●

Corporate Governance
Report●Compensation Report

EC members receive an annual base salary for fulfilling their role. It is based on the following
factors:

82

Consolidated financial
statements

1. Annual base salaryCompensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

0%

100%

200%

Other active EC
Members

0%71%–91%142%–182%

For the financial year 2023/24, the performance scorecard combining global, and unit
specific targets was simplified with the aim of rewarding collective performance at Company
level. The STI plan 2023/24 is determined solely by the achievement of financial goals at
global level including Organic Sales, adjusted EBITDA Margin and adjusted ROCE for all EC
members including the CEO. Each of the three goals is equally weighted.

Overview of short-term incentive
performance objectives and respective
weightings for FY 2023/24
At the beginning of the performance period, the NCC approves the minimum, target, andmaximum achievement for the respective performance objectives. For performance below orat the minimum, 0% is paid out, whereby on-target performance (budget) is rewarded with a
100% payout. In case of overperformance, up to 200% can be achieved. Linear interpolation
applies between the minimum threshold and the maximum threshold (cap) as in the priorperformance period, for all three performance objectives.
For all 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.

Performanceindicators

Organic net sales
growthEBITDA Margin

Performance
period2

Financial year 2023/24

Weighting

1/3

1/3

1/3

PurposeMeasure growthachieved byinternal initiatives

Measure Group
operational
profitability

Measure efficiency
of capital
employed

Organic net sales
compared to target

Earnings before interest, taxes,
depreciation and amortization(“EBITDA”) adjusted for Items
Affecting Comparability (IAC) 1 as apercentage of net sales.

EBIT adjusted for Items Affecting Comparability (IAC) 1
divided by capital employed (CE) 2 results in ROCE. For
the calculation, the average of the last three publishedbalance sheet information is considered (Actual, half,and prior year).

Measurement
1

ROCE

Content of Items Affecting Comparability is described in the note 5.2 Alternative performance measures (APM).
CE equals the sum of net working capital, property, plant, and equipment and intangible assets, excluding goodwill. Net working capital is defined as tradereceivables plus inventories, minus the sum of trade payables, advances from customers, and deferred income.

As internal financial targets and related corridors for payout represent commerciallysensitive information, no further details on the required achievement levels are disclosed at
the beginning of the performance period. However, relevant performance achievements andthe resulting STI payout factor for the financial year 2023/24 are reported in sections"Compensation awarded to the EC in financial years 2023/24 and 2022/23" and"Performance in FY 2023/24". The calculation of the short-term incentive is determined basedon key performance indicators as reported in the financial statement.

Group Financial
Performance

Maximum threshold

CEOBusiness Performance

100% Target
achievement

Corporate Information

Minimum threshold

Corporate Governance
ReportSTI Payout range opportunity in % of annual base salaryCompensation Report

The table below sets out the STI payout amount opportunity expressed as a percentage ofthe annual base salary.

Letter to Shareholders

83

Consolidated financial
statements

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaAs of the LTI grant made in the reporting period, the grant size is set as a monetary amountstrictly considering the organization level and external benchmark for a similar function in therelevant market, the positioning of the individual’s total target compensation compared tothat benchmark and the target pay mix for the position. Other criteria such as individual
performance, strategic importance of projects and need for retention considered until the2022 grant are no longer relevant.
The number of PSU granted is calculated by dividing the grant size (monetary amount) by thereference share price (volume weighted average share price over three months preceding
the grant date).

The PSU vest after a period of three years, subject to the achievement of performance
conditions. The LTI performance indicators include relative Total Shareholder Return (TSR),
Earnings per Share (EPS), and Sustainability (ESG) related targets. ESG targets have been
introduced as from the grant 2023 to reflect the increasing importance of sustainability andcover both social and environmental topics that are addressed by our sustainability strategy.
The tables below illustrate the payout range opportunity and the details on the LTI
performance metrics in terms of definition and weighting for the CEO and the other EC
members:

LTI at target payout range opportunity in %of annual base salary
The table below sets out the LTI payout amount opportunity expressed as a percentage ofthe annual base salary.

Minimum threshold

100% Target
achievement

Maximum

CEO

0%

100%

200%

Other active EC
Members

0%70%–91%140%–182%

The vesting level may range from 0% to a maximum of 200% of the original number of units
granted (maximum two shares for each performance share unit originally granted); there isno vesting below the threshold levels of performance. The vesting rules are detailed below.

Letter to Shareholders
Group Financial
Performance
Business Performance

The LTI plan is a performance share unit (PSU) plan vesting over three years. At the beginningof the vesting period, a number of PSUs is granted to each EC member.

Corporate Information

The purpose of dormakaba’s long-term incentive plan is to provide the EC with an ownershipinterest in the company and a participation in its long-term performance and thus to aligntheir interests to those of dormakaba shareholders.

Corporate Governance
Report

3.2 Long-term incentive

Compensation Report

The STI is paid in cash in the following financial year. In the case of termination of
employment during the performance period, the payout of the STI may be reduced orforfeited depending on the conditions of such termination and subject to the applicable law.

84

Consolidated financial
statements

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

dormakaba

Annual Report 2023/24

Compensation Report

85

TSR1)

EPS1)3)

40% of the PSU grant

40% of the PSU grant

Foster a proactive safety
cultureAverage EPS growthduring the 3-year
performance period
compared to the 3-year
average EPS growth
immediately preceding
the performance period.
The EPS growth mustoutperform the GDP
growth in the relevantmarkets by 200bps.

Carbon Emission Savings(Scope 1+2 marketbased) measured
against baseline FY
2019/20 at the close of
the three-year
performance period.
Based on the Science
Based Targets initiative(SBTI) approved targets,dormakaba committed
to save 42% versus
baseline FY 2019/20 until
end of FY 2029/30.

Safety Improvement:
Reduction of recordable
work-related injury ratewith aim for –5.5% perannum (–27.5% at theclose of the three-year
performance period vs.
baseline FY 20/21. This ismeasured by dividing thetotal number ofrecordable work-related
injuries by the total
working hours multipliedby the factor 200,000.

Increased sustainability
products declarations &certifications measured
by a count of the total
number of sustainability
product declarations
and certifications
published on dormakaba
Group website at theend of the three-year
performance period.

55,927 Scope 1+2 tCO2
Target level
100% vesting
Minimum Threshold
25% vestingMedian of the peergroup

200bps point above GDP
growthemissions (25%reduction vs. baseline FY
2019/20)

1.02 injury rate (27.5%
improvement vs.
baseline FY 2020/21)

312 sustainability
product declarations or
certifications

58,282 Scope 1+2 tCO2
25th percentile

70% of target
achievement

emissions (22%reduction vs. baseline)

1.07 injury rate (23.5%
improvement vs.
baseline)

291 sustainability
product declarations or
certifications

83.33th percentile

140% of target
achievement

emissions (29%
reduction vs. baseline)

0.94 injury rate (33%
improvement vs.
baseline)

340 sustainability
product declarations or
certifications

52,786 Scope 1+2 tCO2
Maximum payout level
200% vesting
1
2

3

2022: 50%
The SPI Industrials index was selected as the performance benchmark because of the insufficient number of direct competitors of dormakaba that are publicly
listed, which does not allow for a suitable customized peer group. Therefore, the SPI Industrials as an index of companies of comparable size listed on the SIX
Swiss Exchange, was the most appropriate alternative.
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.

The vesting formula has been designed in line with market practice for Swiss publicly traded
companies to combine pay-for-performance compensation principles and reach alignment
with the long-term shareholder interest. It has both challenging targets and no excessive
leverage. To reach the target, the company needs to outperform half of the peers in respectof relative TSR and needs to outperform GDP growth by 2 percentage points on the EPS
condition. ESG performance targets included in the LTI align with the sustainability
framework as approved by the BoD in 2021 . While there is no payout below the thresholdlevels of performance, a partial payout is still possible for a performance between thethreshold and the target. On the other side, an extraordinary performance is required toreach the cap of 200%.
Performance share units are usually awarded annually in September. In the case of voluntarytermination by the participant or if a participant is terminated for cause, performance share
units are forfeited without any compensation. In the case of termination without cause or
retirement, performance share units are subject to a pro rata vesting at the regular vestingdate. In case of disability, death, or change of control, performance share units are subject
to an accelerated pro rata vesting based on a performance assessment by the BoD (see also
Corporate Governance Report). The conditions for the award of performance share units aregoverned by the stock award plans of dormakaba.
Shares awarded in reporting periods 2023/24 and 2022/23 have come from dormakaba
treasury shares.
The long-term incentive awards have been subject to claw-back and malus provisions since2019. In certain circumstances, such as in the case of financial restatement due to materialGroup Financial
PerformanceContribute to climatechange mitigation

Business Performance

Gain market shares indormakaba’s relevantmarkets

Corporate Information

5% of the PSU grant
Address customer needsin achieving green
building standards andcodes

Corporate Governance
ReportShare price increase +dividends over averageof three percentile ranks
compared to the SPI
Industrial index2)

5% of the PSU grantCompensation Report

Measurement

Align with dormakaba’shareholders’ return

10% of the PSU grant

Consolidated financial
statements

PurposeFinancial year 2023/24 to financial year 2025/26 (three years)

Financial statements
dormakaba Holding AG

Weighting

ESG (as of grant 2023)

Five-year performanceoverview

Performance indicators
Performance
periodLetter to Shareholders

Overview of long-term incentive
performance objectives and respective
weightings for FY 2023/24

The EC members are required to own a minimum multiple of their annual base salary indormakaba shares within five years of hire or promotion to the EC, as set out in the following
table:

CEO

300% of annual base salary

EC member

200% of annual base salary

To calculate whether the minimum holding requirement is met, all vested shares are
considered, regardless of whether they are restricted or not. However, unvested
performance share units are excluded from the calculation. The NCC reviews compliancewith the share ownership guideline on an annual basis. In the event of a substantial rise ordrop in the share price, the BoD may, at its discretion, review the minimum ownership
requirement. As of 30 June 2024, all EC members comply with the share ownership guideline.

Letter to Shareholders
Group Financial
Performance
Business Performance
Corporate Information

5. Shareholding ownership guideline

Corporate Governance
Report

The EC members are employed under employment contracts of unlimited duration that are
subject to a notice period of up to twelve months. EC members are not contractually entitled
to sign-on awards, termination payments, or any change of control provisions other than theaccelerated vesting and/or unblocking of share awards mentioned above. The employment
contracts of the EC members may include post-employment non-competition clauses for aduration of up to a maximum of two years. In cases where the company decides to activate
the post-employment non-competition provisions, the compensation paid in connection withsuch non-competition provisions may not exceed the monthly base salary, or half of the totalcompensation, for a period of twelve months.

Compensation Report

4. Employment contracts

86

Consolidated financial
statements

non-compliance with financial reporting requirements, fraudulent behavior or substantial
willful misconduct, the BoD may decide to suspend the vesting or forfeit any granted longterm incentive award (malus provision) or to require the reimbursement of vested sharesdelivered under the long-term incentive (claw-back provision).

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Compensation Report

87

Letter to Shareholders

Compensation BoD andECGroup Financial
Performance

The actual compensation paid to the BoD for the financial year 2023/24 decreased by 5%compared to the previous year. This is mainly due to one BoD member who stepped downfrom his duties effective 31 December 2023 and who was not replaced for the remainder ofthe period until the AGM 2024.

Compensation1,4

Basiccompensation

Additional
compensation(committees,
specialtasks)

Socialbenefits2

Total
(CHF)

of whichin shares(CHF)3299,847.20

200,833.33

55,000.00

45,432.22

301,265.55

94,813.40

288,108.28

107,636.47

190,000.00

50,000.00

16,331.73

256,331.73

105,691.80

0.00

210,000.00

137,632.07

190,000.00

20,000.00

0.00

210,000.00

121,834.20

0.00

210,000.00

89,735.87

190,000.00

20,000.00

0.00

210,000.00

121,834.20

Basiccompensation

Additional
compensation(committees,
specialtasks)

Socialbenefits2

Total
(CHF)

of which inshares(CHF)3635,000.00

0.00

106,650.18

741,650.18

190,000.00

80,000.00

18,108.28

190,000.00

20,000.00

190,000.00

20,000.00

BoD

Chair Board (since
May 2023)

Lead Independent
Director (from AGM
2022 until April
2023)
Chair Nomination
and Compensation
Committee (sinceAGM 2022)
Thomas Aebischer
Vice-Chair of theBoard (since May
2023)
Member Pension
Fund Committee(since May 2023)
Member Audit
Committee (until
AGM 2022)
Chair Audit
Committee (sinceAGM 2022)
Jens Birgersson
Member Audit
Comittee
Stephanie BrechtBergen
Member Nomination
and Compensation
Committee

Consolidated financial
statements

Compensation Report

Vice-Chair Board(since AGM 2022)

Financial statements
dormakaba Holding AG

Svein Richard
Brandtzaeg(BoD Member sinceAGM 2022)

Corporate Information

BoD compensation FY 22/23

Compensation1,3

Corporate Governance
ReportBoD compensation FY 23/24

Business Performance

Compensation awarded to the BoD
in financial years 2023/24 and2022/23 (audited)Five-year performanceoverview

dormakaba

88

190,000.00

77,572.94

0.00

267,572.94

89,735.87

190,000.00

78,921.57

0.00

268,921.57

89,761.80

John Y. Liu

190,000.00

0.00

12,976.91

202,976.91

89,735.87

190,000.00

0.00

13,082.18

203,082.18

89,761.80

Kenneth Lochiatto(BoD Member sinceAGM 2022)

190,000.00

20,000.00

0.00

210,000.00

119,731.47

126,666.67

13,333.33

0.00

140,000.00

59,813.40

126,666.67

13,333.33

9,004.84

149,004.84

107,889.60

0.00

0.00

0.00

0.00

0.00

Michael Regelski(BoD Member sinceAGM 2022)

190,000.00

0.00

0.00

190,000.00

89,735.87

126,666.67

0.00

0.00

126,666.67

59,813.40

Riet Cadonau(BoD Member until
April 2023)

0.00

0.00

0.00

0.00

0.00

544,166.67

16,666.67

35,376.90

596,210.23

256,395.90

63,333.33

6,666.67

4,812.93

74,812.93

29,742.47

190,000.00

33,333.33

16,497.29

239,830.63

105,691.80

0.00

0.00

0.00

0.00

0.00

63,333.33

6,666.67

0.00

70,000.00

29,948.40

0.00

0.00

0.00

0.00

0.00

63,333.33

30,000.00

6,684.03

100,017.36

29,948.40

Christine Mankel(BoD Member until
AGM 2022)

0.00

0.00

0.00

0.00

0.00

63,333.33

0.00

0.00

63,333.33

56,710.80

Till Reuter(BoD member from
AGM 2023 until
December 2023)

47,500.00

55,000.00

6,745.55

109,245.55

22,254.80

0.00

0.00

0.00

0.00

0.00

2,202,500.00

292,572.94

158,298.70

2,653,371.64

1,183,677.53

2,328,333.33

323,921.57

133,404.35

2,785,659.25

1,222,019.30

Member Audit
Committee

Member Nomination
and Compensation
Committee (sinceAGM 2022)
Ines Pöschel(BoD Member sinceAGM 2023)
Member Nomination
and Compensation
Committee (sinceAGM 2023)

Letter to Shareholders

Compensation Report

Group Financial
Performance

Hans Gummert

Annual Report 2023/24

Business Performancedormakaba

Member Nomination
and Compensation
Commitee
Hans Hess(BoD Member until
AGM 2022)
Vice-Chair of theBoard (until AGM
2022)
Lead Independent
Director (until AGM
2022)
Chair Nomination
and Compensation
Committee (until
AGM 2022)

Member Audit
Committee (fromAGM 2023 until
December 2023)
Total BoD
1)

Compensation for the employer representative on the Swiss pension fund (Riet Cadonau until April 2023 and Thomas Aebischer since May 2023) of CHF 20,000
p.a. (each) and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 58,922 (AGM
2022/23) and CHF 57,573 (AGM 2023/24) are included in the compensation (additional compensation). Business expenses are not included. For Hans Gummert
the additional compensation is paid in EUR and remains stable vis-à-vis the previous year, however, fluctuates in CHF due to currency exchange.

Corporate Governance
ReportJohn Heppner(BoD Member until
AGM 2022)

Compensation Report

Member Audit
Committee (sinceAGM 2022)

Consolidated financial
statements

Chair Audit
Committee (until
AGM 2022)

Financial statements
dormakaba Holding AG

Daniel Daeniker(BoD Member until
AGM 2023)

Five-year performanceoverview

Member Pension
Fund Committee(until April 2023)

Corporate Information

Chair Board (until
April 2023)

As of 30 June 2024 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.

Letter to Shareholders
Group Financial
Performance
Business Performance

At the AGM 2022, the shareholders approved a maximum aggregate amount of
CHF 3,200,000 for the BoD for the compensation period from the AGM 2022 until the AGM
2023. The compensation effectively paid was CHF 2,480,000 and is within the limit approvedby the shareholders.

Corporate Information

At the AGM 2023, the shareholders approved a maximum aggregate amount of
CHF 3,200,000 for the BoD compensation period from the AGM 2023 until the AGM 2024. The
compensation effectively paid for the portion of this term of office included in thisCompensation Report (October 2023–30 June 2024) is within the limit approved by theshareholders. A conclusive assessment for the entire period will be included in theCompensation Report 2024/25.

Corporate Governance
ReportIn line with the Swiss legal requirements under the respective law (BVG), two Board members (Thomas Aebischer, Riet Cadonau) are/were insured in the company
pension fund.The BoD members are financing both the employee and employer contributions to the pension fund so that the insurance in the pension fund is costneutral to the company.
The compensation for the reporting period is paid out in three installments (November 2023, May 2024, and November 2024). Shares are awarded based on a
fixed monetary amount of CHF 300,000 for the Board Chair and CHF 90,000 for the Board members. The average of the closing share prices of the last five
trading days in the month prior to the payment is used to determine the number of shares allocated (CHF 409.30 for the shares transferred in November 2023 andCHF 483.80 for the shares transferred in May 2024).
The compensation for the reporting period is paid out in three installments (November 2022, May 2023, and November 2023). Shares are awarded based on a
fixed monetary amount of CHF 300,000 for the Board Chair CHF 90,000 for the Board members. The average of the closing share prices of the last five trading
days in the month prior to the payment is used to determine the number of shares allocated (CHF 318.60 for the shares transferred in November 2022 and CHF
393.10 for the shares transferred in May 2023).

Compensation Report

4)89

Consolidated financial
statements

3)

Compensation Report

Financial statements
dormakaba Holding AG

2)Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Compensation Report

90

Letter to Shareholders

Compensation awarded to the EC in
financial years 2023/24 and 2022/23(audited)

Former EC 4

Other EC

Former EC5

Fixed compensation
Fixed basic
payment

500,004.00

856,711.36

1,980,848.80

874,084.23

4,211,648.39

850,008.00

3,572,216.00

262,437.75

4,684,662.00

Benefits andsocial / pension
contributions6

61,327.55

228,331.46

539,492.96

304,262.98

1,133,414.95

342,806.00

911,427.00

89,760.00

1,343,993.00

Total aggregate
amount561,331.55

1,085,042.82

2,520,341.76

1,178,347.21

5,345,063.33

1,192,814.00

4,483,643.00

352,198.00

6,028,655.00

Variablecompensation

1

2

3

4

5
6

7
8

STI7

635,112.12

1,053,692.89

2,000,969.39

786,013.78

4,475,788.18

410,826.00

1,610,513.00

125,684.00

2,147,023.00

LTI8

490,673.10

859,108.34

1,741,459.09

0.00

3,091,240.53

491,407.00

1,499,814.00

0.00

1,991,221.00

Social / pension
contributions

111,063.55

225,378.49

724,655.69

202,399.43

1,263,497.16

183,864.00

602,133.00

42,987.00

828,984.00

Total aggregate
amount1,236,848.78

2,138,179.72

4,467,084.17

988,413.21

8,830,525.87

1,086,097.00

3,712,459.00

168,671.00

4,967,227.00

Total

1,798,180.32

3,223,222.54

6,987,425.93

2,166,760.42

14,175,589.21

2,278,911.00

8,196,102.00

520,869.00

10,995,882.00

Till Reuter was appointed CEO as of 1 January 2024. His compensation is disclosed for the period 1 January until 30 June 2024. His contractual annual base salaryis 1 mCHF. The STI payment is paid out on a p. r. t. basis. In addition, a pro-rata LTI grant was made at the time of his onboarding to account for his eligibility to an
LTI grant for the period between onboarding and the end of the current reporting period.
Jim Heng Lee was the CEO from 1 July until 31 December 2023 and stepped down as CEO per January 2024. The compensation reflects the compensation paid forthe full reporting period as the contractual employement period ends per December 2024. As of November 2023, a portion of his base compensation was paid in
China and the base salary in CHF reduced to the same extent. Both the payment in China and Switzerland remained stable in local currency. The amount reported
for the portion paid in CNY in China fluctuated due to currency exchange resulting in an increase in reported base compensation of CHF 6’711 compared to thebasic payment made for the period 1 July until 31 December 2023. The long-term incentive compensation was granted in September 2023 when he was still theCEO. The number of PSU vesting will be pro-rated based on time served, however, with no accellerated vesting.
Fixed basic payment includes a temporary monthly allowance for an EC member assuming additional ad interim responsiblites of the vacant COO position. The
amount was determined considering the difference between the incumbent’s compensation for the current role and the benchmark for the COO role in therespective market.
Includes the compensation of former EC members until the end of the contractual employment period and reflects the contractual obligations.Includes final
settlement payment following employment termination, for one EC member. STI payments were made in line with applicable STI policy and applicable legislations
and paid p. r. t. until the end of the respective contracts.
Includes post-employment non-compete payments, for one EC member.
Includes contributions to social security and occupational pension plans as well as fringe benefits. Contributions to social security and occupational pension
plans are the contributions effectively paid in the reporting year and relate to the fixed and variable compensation effectively paid out in the reporting year.
Fringe benefits include elements such as private use of company car, company car allowance, housing contributions, long-service payments, annual leave
payments and one-time relocation allowances. For reporting period 2022/23 includes the fees for the interim CFO until December 2022, who did not receive any
variable compensation.
The short-term incentive reported is paid after the end of the respective reporting year.
The LTI grant consists of PSUs only. The value of the PSUs is based on their fair value on the grant date which includes adjustments for lost dividends during thevesting period and the TSR performance conditions.

Explanatory comments to thecompensation table
Changes in EC composition: Till Reuter succeeded Jim-Heng Lee as CEO with effect from
1 January 2024. Jim Heng Lee stepped down from the EC per end of December 2023. His
employment ends per December 2024. Steve Bewick was promoted CCO effective 1 of July

Corporate Information

Other EC 3

Total CHF

Jim Heng
Lee

Corporate Governance
ReportJim Heng
Lee2

Compensation Report

Till Reuter,
CEO1

EC Members

Consolidated financial
statements

Total CHF

Business Performance

EC compensation FY 22/23

EC Members

Financial statements
dormakaba Holding AG

EC compensation FY 23/24

Group Financial
Performance

In comparison to the previous year, total direct compensation (TDC) of the EC has increasedby 29%. There are several factors that impacted the level of actual compensation paid to the
EC in the 2023/24 financial year, which are summarized in the explanatory comments to thecompensation table below.

Five-year performanceoverview

dormakaba

The achievement per KPI is outlined in the STI performance section below.
LTI grant in September 2023: The grant size (nominal value) for each participant including
the CEO was set as a monetary amount strictly considering the organization level andexternal benchmark for a similar function in the relevant market, the positioning of theindividual’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 55% higher compared to the amount reported for theprevious reporting period for the following reasons: Jim Heng Lee received a full LTI grant as
CEO in September 2023. The grant he received in the previous reporting period was pro-rated
for the period of 1 January to 30 June 2022. Furthermore, a pro-rata grant was awarded toTill Reuter as CEO to account for his eligibility to an LTI grant for the period 1 January to
30 June 2024. Three EC members received higher grants in September 2023 due to themassuming significantly expanded scope of responsibilities or new roles. For two EC members
who left in the reporting year, the full grant is disclosed although the forfeiture rules set out
in section 3.2 will apply.

Performance in FY 2023/24 (notaudited)STI Performance
The STI performance achievement and payout range for the performance objectives (asdescribed under section 3.1) is illustrated in the table below. As this represents commerciallysensitive information, no further details on the required achievement levels are disclosed.
The calculation of the short-term incentive is determined based on key performanceindicators as reported in the financial statements.

Letter to Shareholders
Group Financial
Performance
Business Performance

The payout amount increased by 108% compared to the amount reported for the previous
reporting period for the following reasons: the STI payout of EC members is 123% of the STI
target on average (previous year: 70%). The STI plan for 2023/24 is based on theachievement of three financial goals at global level. Two of these goals were achieved
clearly above target, particularly regarding the adjusted ROCE, and thus the payout reflects
the increased company performance. Further, one EC member did not receive a payout in theprior reporting period due to his leaving the company.

Corporate Information

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 of the CEO and EC
members reflects the development of the Group's organic net sales, adjusted EBITDA
margin and adjusted ROCE, which are the main drivers of the STI payout.

Corporate Governance
ReportCompensation changes: These were mainly driven by promotions or enlarged scope. For
three EC members, the total target direct compensation was increased by 22% overall tobring compensation in line with the substantially larger or new scope in responsibilities andconsidering respective market levels. No other changes to EC compensation were made in
the reporting period. The compensation increase of total target direct compensation of all
EC members was 7% overall.

Compensation Report

Considering all changes, a total of ten EC members received compensation in the reporting
year (2022/23: 12 EC members in total). Of the total number of EC members in the reporting
period, 5 were active at the end of the reporting period.

91

Consolidated financial
statements

2023; Alexander Housten, took over the role of COO effective 1 July 2023, and has left
dormakaba per mid-February 2024; Stefano Zocca, assumed an interim responsibility as COO
from January 2024 in addition to his role as President KWO until a permanent successor was
instated in August 2024.

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba14.7%

119.4%ROCE (1/3)

29.0%

195.8%

Total weighted
achievement

127.7%

At constant currency exchange rate.

1)

dormakaba’s strong performance in financial year 2023/24 is reflected in the STI overall
performance factor of 127.7% for the Group.
●

The company achieved strong organic net sales growth of 4.7% in a challenging market
environment. The payout ratio for this indicator is below the ambitious internal target as
we did not achieve the desired volume growth throughout all product clusters.

●

The adjusted EBITDA margin increased from 13.5% to 14.7%. This significant margin
expansion is mainly due to the execution of the strategy-related transformation
program launched in early July 2023, showing the results of effective and sustainable
cost management.

●

Return on Capital Employed (ROCE) substantially increased from 25.1% to 29.0%,
profiting from improved average net working capital due to improved cash management
and increased adjusted EBIT.

LTI Performance
The performance share units granted under the long-term incentive in September 2020
vested in September 2023 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 27.13%. Further
information can be found in the compensation report FY 2020/21.
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.
The performance per KPI and the payout level at vesting is illustrated below. Details
regarding the targets for grants of September 2019 and 2018 can be found in thecompensation reports of the respective grant years.

Grant

Sep 201)

Vesting

Sep 23rTSR

Total
Performance

EPS

Ranking

PayoutFactorPerformance

PayoutFactorVesting
Factor

24.07%

0.00%

81.7% 1)54.25%

27.13%

Share
price
at grant

Share
price
at
vesting584.00463.50

Average weighted GDP growth was 2.3%.

Compensation Mix Awarded in Reporting
PeriodVariable compensation forms a major part of total direct compensation (TDC). The
percentage of overall compensation paid to the EC (all members including leavers) as
variable compensation in the reporting year was 64% (excluding benefits and social security
contributions) and represents an increase compared to prior yearʼs at 47%. Variable equity-

Letter to Shareholders

EBITDA Margin (1/3)

Group Financial
Performance

67.9%

Business Performance

2.949
MCHF 1)

Maximum

Corporate Information

Organic net sales growth(1/3)

TargetCorporate Governance
ReportPayout %ThresholdCompensation Report

Achievement Payout%
Factor %Performance Indicators

92

Consolidated financial
statements

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakabaCompensation Reportbased compensation (excluding EC members who joined dormakaba after the grant or who
were no longer eligible for a grant) accounted for 31% of the TDC (previous year: 27%). This is
in line with the compensation strategy and the pay-for-performance principles.

36.0%

39.0%

1)

ABS

ABS

STI

STI

LTI

LTI

Annual Base Salary2)excl. CEO and EC members not eligible for a grant in
September 2023

Compensation paid compared to budget approved by shareholders
At the AGM 2022, the shareholders approved a maximum aggregate amount of
CHF 19,300,000 for the EC for the financial year 2023/24. The compensation effectively
awarded of CHF 14,175,589 is within the limit approved by the shareholders.
Loans and credits
As of 30 June 2024, 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.

Business Performance

33.0%

Corporate Information

31.0%

Corporate Governance
Report31.0%

Compensation Report

30.0%

Consolidated financial
statements

EC1)2)

Financial statements
dormakaba Holding AG

CEO1Group Financial
Performance

The table below represents the pay mix of the CEO and EC actual annual base pay and STI
and LTI (excluding benefits and social security).

93

Letter to Shareholders

Annual Report 2023/24

Five-year performanceoverview

dormakabaCompensation Report

94

BoD
Brandtzaeg Svein Richard

844

168

Aebischer Thomas

669

430

Birgersson Jens

2,792

2,491

221,097

220,895

Daeniker Daniel1

-

2,379

Gummert Hans

1,552

1,350

Liu John Y.

695

493

Lochiatto Kenneth

606

114

Poeschel Ines2

202-

Regelski Michael

316

114

228,773

228,434

Brecht-Bergen Stephanie

Total BoD
EC
Bewick Stephen

501

449

Guardiola Magín

1,282

1,258

Häberli Andreas3

-

2,696

Housten Alex4-

922

Johansson Christina
Lee Jim-Heng5
Reuter Till6

1
2
3
4
5
6

470

-

-

3,896

46

-

Zocca Stefano

2,795

2,717

Total EC

5,094

11,938BoD Member until 5 October 2023
BoD Member as of 5 October 2023
EC Member until 30 June 2023
EC Member until 16 February 2024
CEO until 31 December 2023
Board Member from 5 October until 31 December 2023, CEO as of 1 January 2024

Business Performance

Financial year
ended 30.06.2023

Corporate Information

Financial year
ended 30.06.2024

Corporate Governance
ReportNumber of shares

Compensation Report

As of 30 June 2024, all BoD and EC members comply with the respective share ownershipguidelines.

Consolidated financial
statements

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.

Group Financial
Performance

Letter to Shareholders

Shares held by BoD and EC (audited)

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Functions held bymembers 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 of the EC at other for-profit companies, tothe extent these functions are comparable to the function they hold with dormakaba.

BoD members as of 30 June 2024

95

Letter to Shareholders

Compensation Report

Group Financial
Performance

Annual Report 2023/24

Business Performancedormakaba

Stephanie Brecht-Bergen
Hans Gummert

John Y. Liu

Kenneth Lochiatto
Ines PoeschelMichael Regelski

1listed company

Sika AG (CH)1

Member of the BoD and Chair of the Audit Committee

Solvay SA1 , (BE)Member of the BoD and Chair of the Audit Committee

ROCKWOOL Group (DK);

President and CEO

NREP (DK);

Member of the Advisory Board

Randers Reb (DK);

Chairman of the BoD

Danish Industry Council (DK);

Member of the Confederation

Flumroc (CH), an affiliate of ROCKWOOL Group 1

Member of the BoD

the foundation “Rudolf Mankel Stiftung” (DE)Management Board Member

Familie Mankel Industriebeteiligungs GmbH + Co. KGaA (DE)

Chairman of the Supervisory Board

Coroplast Fritz Müller GmbH & Co. KG (DE)

Chairman of the Advisory Board

ara AG (DE)Member of the Supervisory Board

Hoberg & Driesch Röhrenhandel GmbH & Co. KG (DE);Vice Chairman of the Advisory Board

Chiron-Werke SE (DE);Vice Chairman

WIBU Wirtschaftsbund Sozialer Einrichtungen eG (DE)Member of the Supervisory Board

Autohaus Adelbert Moll GmbH & Co KG (DE)

Chairman of the supervisory board

Digital China Holdings 1(HK);Independent non-executive Director, Chairman of theRemuneration Committee of the Board

Pixelworks Inc. 1(USA);

independent non-executive Director

Convergint (US)Member of the BoD

Belimo Holding Inc.1 (CH)Member of the BoD

Alcon Inc.1 (CH)Member of the BoD

Reichle Holding Inc. (CH);Member of the BoD

Graubündner Kantonalbank 1(CH)

Member of the BoD

Eaton Corporation

SVP & Chief Technology Officer / SVP, Software R&D and Chief
Technology Officer, Electrical Sector

Corporate Governance
ReportJens Birgersson

Member of the BoD
Member of the BoD

Compensation ReportThomas Aebischer

Mondi Plc (UK)
Eramet Norway AS

Consolidated financial
statements

Chair of the Council on Ethics

Financial statements
dormakaba Holding AG

MandateThe Norges Bank Investment Management (NO)Five-year performanceoverview

Company

Svein Richard Brandtzaeg

Corporate Information

External Interests & Mandates
NameChristina Johansson

1

Founder and Chairman of the Board of Directors

About You Group (DE) 1

Member of the Board of Directors and Chair of the Audit
Committee

Emmi Group (CH) 1

Member of the Board of Directors and Chair of the Audit
Committee

Steve Bewick

Guild of Architectural Ironmongers (UK)

Director

Magin Guardiola

n.a.

n.a.

Stefano Zocca

n.a.

n.a.

listed company

Letter to Shareholders

Rinvest Ltd. and Rinvest Digital Ltd.

Group Financial
Performance

Member of the Board of Directors

Business Performance

MandateFox Robotics Inc. (USA)1

Corporate Information

Company

Till Reuter

Corporate Governance
ReportExternal Interests & Mandates
Name

Compensation Report

EC members as of 30 June 2024

96

Consolidated financial
statements

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportCorporate Information

Business PerformanceGroup Financial
Performance

Letter to Shareholders

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba
97

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportCorporate Information

Business PerformanceGroup Financial
Performance

Letter to Shareholders

Compensation Report

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba98

dormakaba
Annual Report 23/24

Consolidated
Financial
Statements

dormakaba

Annual Report 2023/24

Consolidated financial statements

Table of contents
101

Key figures

102–106

Consolidated Financial Statements: Primary statements

107

Notes to the consolidated financial statements: 1 Performance

116

Notes to the consolidated financial statements: 2 Operating assets and liabilities

124

Notes to the consolidated financial statements: 3 Capital and financial risk management

133

Notes to the consolidated financial statements: 4 Other financial information

136

Notes to the consolidated financial statements: 5 Other disclosures

147

Report of the statutory auditor

Consolidated income statement
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity

1.1
1.2
1.3
1.4
1.5
1.6

2.1
2.2
2.3
2.4
2.5
2.6

3.1
3.2
3.3
3.4

4.1
4.2
4.3

5.1
5.2
5.3
5.4

Segment reporting
Net sales per major geographical market
Personnel expenses
Other operating expenses
Financial result
Taxes

Trade receivables
Inventories
Property, plant, and equipment/Intangible assets
Provisions
Employee benefit liabilities
Other assets and liabilities

Capital management
Share capital and treasury shares
Earnings per share and dividends
Financial risk management

Commitments and contingencies
Equity accounted investments
Business combinations and divestments

About this report
Alternative performance measures
Events after the balance sheet date
Legal structure of the dormakaba Group100

Annual Report 2023/24

Consolidated financial statements

101

Letter to Shareholders

Key figures
The key headlines concerning the Groupʼs performance are:Organic net sales growth of 4.7%●

Adjusted EBITDA margin increased by 120bps to 14.7%●

Transformation program on track, delivers tangible results●

Net profit of CHF 82.2 million●

Strong balance sheet, solid free cash flow generationtranslation exchange difference

–11.7

–0.4

91.9

3.3

–139.5–4.9–109.2–4.0

acquisition impact

0.0

0.0

33.9

1.3

divestment impact

–0.1

0.0

–50.2

–1.8

127.9

4.7

217.4

8.4

organic sales growth

5.2

Adjusted EBITDA (Adjusted operating profit before
depreciation and amortization)

1.1

416.9

14.7

384.8

13.5

Adjusted EBIT (Adjusted operating profit)

1.1

344.0

12.1

307.5

10.8

134.1

4.7

142.2

5.0

82.2

2.9

88.5

3.1

Profit before taxes
Net profit
Dividend per share (in CHF) 1

3.3

8.0

9.5

ROCE (Return on capital employed) 2

5.2

29.0%

25.1%

Net debt

3.1

454.8

596.9

1,932.1

1,683.0

15,336

15,519Other key figures

Market capitalization
Average number offull-time equivalent employees
1
2

1.3

In 2023/24: proposal to the Annual General Meeting
The ROCE calculation is based on EBIT, adjusted for items affecting comparability (IAC). The detailed calculation is disclosed in the note on alternative
performance measures (APM) (5.2).

The consolidated financial statements have been prepared in accordance with Swiss GAAPFER (GAAP = Generally Accepted Accounting Principles, FER = Fachempfehlung zur
Rechnungslegung or “accounting and reporting recommendations”). Financial performancemeasures not defined by Swiss GAAP FER are described in 5.2 Alternative performancemeasures (APM).

Business Performance

Change in sales%

2,848.8

Corporate Information

2,837.1

Financial year ended
30.06.2023

Corporate Governance
Report1.2%

Compensation Report

Financial year ended
30.06.2024

Consolidated financial
statements

Net sales

Note

Financial statements
dormakaba Holding AG

CHF million,
except where indicatedGroup Financial
Performance●Five-year performanceoverview

dormakaba

Financial year ended
30.06.2024%

Financial year ended
30.06.2023%

1.2

2,837.1

100.0

2,848.8

100.0

Cost of goods sold

–1,695.4–59.8–1,711.6–60.1

Gross margin

1,141.7

40.2

1,137.2

39.9

Sales and marketing–545.4–19.2–484.3–17.0

General administration–263.8–9.3–283.0–10.0

Research and development–127.3–4.5–129.6

–4.5

14.8

0.5

10.8

0.4

–55.0

–1.9

–62.1

–2.2

Other operating income
Other operating expenses

1.4

165.0

5.8

189.0

6.6

Result from associates

Operating profit (EBIT)
4.2

11.6

0.4

0.6

0.0

Financial expenses

1.5

–45.0

–1.6

–48.9

–1.7

Financial income

1.5

2.5

0.1

1.5

0.1

134.1

4.7

142.2

5.0

–51.9

–1.8

–53.7

–1.9

Net profit

82.2

2.9

88.5

3.1

Net profit attributable to minority interests

40.0

42.8

Net profit attributable to the owners of the parent

42.2

45.7

Profit before taxes
Income taxes

1.6

Basic earnings per share in CHF

3.3

10.1

10.9

Diluted earnings per share in CHF

3.3

10.0

10.9

Performance

Net sales

Note

Operating assets and liabilities

CHF million,
except share amounts

Capital and financial risk
management

Consolidated income
statement

Primary statements

102

Other financial information

Consolidated financial statements

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba

dormakaba

Annual Report 2023/24

Consolidated financial statements

103

Primary statements

Consolidated balance
sheet
Assets
Note

Financial year ended
30.06.2024

150.4

7.7

122.1

6.3

Trade receivables

2.1

483.1

24.5

461.2

23.7

Inventories

2.2

497.0

25.3

487.7

25.1

17.8

0.9

11.4

0.5

2.6

67.9

3.5

68.3

3.5

1,216.2

61.9

1,150.7

59.1

CHF million%

Financial year ended
30.06.2023

%

2.3

403.5

20.5

398.1

20.5

2.3

164.5

8.4

209.9

10.8

Investments in associates

4.2

0.0

0.0

0.9

0.0

Non-current financial assets

2.6

44.2

2.2

43.9

2.3

Deferred income tax assets

1.6

137.1

7.0

143.0

7.3

749.3

38.1

795.8

40.9

1,965.5

100.0

1,946.5

100.0

Total non-current assets
Total assets

Operating assets and liabilities

Property, plant, and equipment
Intangible assets

Capital and financial risk
management

Non-current assets

Other financial information

Total current assets

Other disclosures

Current income tax assets
Other current assets

Report of the statutory auditor

Cash and cash equivalents

Performance

Current assets

dormakaba

Annual Report 2023/24

Consolidated financial statements

104

Current liabilities
Current borrowings

6.2

0.3

119.1

6.1

Trade payables

3.1

180.2

9.2

163.5

8.4

Current income tax liabilities

36.9

1.9

35.0

1.8

Accrued and other current liabilities

2.6

419.4

21.3

390.6

20.1

Provisions

2.4

86.8

4.4

18.3

0.9

729.5

37.1

726.5

37.3

Total current liabilities
Non-current liabilities
Accrued pension and other employee benefits

2.5

253.2

12.9

254.5

13.1

Deferred income tax liabilities

1.6

21.9

1.1

31.0

1.6

Non-current provisions

2.4

19.5

1.0

0.0

0.0

Non-current liabilities

3.1

599.0

30.5

599.9

30.8

Total non-current liabilities

893.6

45.5

885.4

45.5

Total liabilities

1,623.1

82.6

1,611.9

82.8

EquityShare capital

3.2

Additional paid-in capital
Retained earnings

0.4

0.0

0.4

0.0

811.3

41.3

811.3

41.8

–481.0–24.5–484.6–24.9

Treasury shares

3.2

–5.7

–0.3

–9.1

–0.5

Translation exchange differences

3.4

–69.3

–3.5

–67.3

–3.5

255.7

13.0

250.7

12.9

Total equity owners of the parent
Minority interests

86.7

4.4

83.9

4.3

Total equity

342.4

17.4

334.6

17.2

Total liabilities and equity

1,965.5

100.0

1,946.5

100.0

Performance%

Operating assets and liabilities

Financial year ended
30.06.2023

Capital and financial risk
management%

Other financial information

Financial year ended
30.06.2024

Other disclosures

Note

Report of the statutory auditor

CHF million

Primary statements

Liabilities and equity

105

Consolidated cash flow
statement
Note

Financial year ended
30.06.2024
82.2

88.5

Depreciation and amortization

2.3

128.1

136.8
53.7

CHF million
Net profit

Financial year ended
30.06.2023

Income tax expenses

1.6

51.9

Interest expenses

1.5

37.3

41.5

Interest income

1.5

–2.4

–1.4

(Gain) Loss on disposal of fixed assets, net

–5.5

0.0

Adjustment for other non-cash and non-operational items

–6.1

12.9

Change in trade receivables

–26.4

–4.4

Change in inventories

–14.3

16.8

Change in other current assets

–0.8

–5.9

Change in trade payables

14.8

–5.9

Change in accrued pension and other employee benefits

2.7

6.2

Change in provisions, accrued and other current liabilities

120.1

24.6

Cash generated from operations

381.6

363.4

Income taxes paid

–60.6

–42.3

Interest paid

–37.2

–34.1

Interest received
Net cash from operating activities

2.4

1.4

286.2

288.4

–61.5

Primary statements

Consolidated financial statements

Performance

Annual Report 2023/24

Operating assets and liabilities

dormakaba

9.4

1.1

Additions of intangible assets

2.3

–37.0

–37.0

Change in non-current financial assets

–0.2

–1.8

Acquisition of subsidiaries, net of cash acquired

4.3

–4.2

–12.3

Sale of subsidiaries, net of cash sold

4.3

–0.1

–0.3

Sale of investment in associates and joint ventures

4.2

12.1

0.0

–81.6

–111.8

204.6

176.6

Net cash used in investing activities
Free cash flow

5.2

Cash flows from financing activities
New bonds issued

3.1

0.0

274.2

Other proceeds from (repayment of) current borrowings, net

3.1–110.8–357.5

Proceeds from (repayment of) non-current borrowings, net

3.1

5.9

–1.9

Change in other non-current liabilities
Dividends paid to company’s shareholders

3.3

Dividends paid to minority shareholders(Purchase) Sale of treasury shares
Net cash flows from financing activities
Translation exchange differences

3.2

–0.1

–0.1

–39.8

–48.1

–33.1

–43.4

0.0

–1.0

–177.9–177.81.6

18.8

Net increase (decrease) in cash and cash equivalents

28.3

17.6

Cash and cash equivalents at beginning of period

122.1

104.5

Cash and cash equivalents at end of period

150.4

122.1

Net increase (decrease) in cash and cash equivalents

28.3

17.6

Other financial information

–61.6

2.3

Other disclosures

2.3

Proceeds from sale of property, plant, and equipment

Report of the statutory auditor

Additions of property, plant, and equipment

Capital and financial risk
management

Cash flows from investing activities

Annual Report 2023/24

Consolidated financial statements

106

Cumul.
translation
adjustm.

Minority
interests

Total
equity0.4

811.3–481.0

–5.7

–69.3

86.7

342.4

40.0

82.2

–5.2

–7.2

–33.1

–72.9

1.1

5.7

83.9

334.6

42.8

88.5

Net profit for the reporting
period42.2

Currency translation
adjustments–2.0

Dividend paid (see note 3.3)

–39.8

Shares awarded (share-based
compensation)
Balance at 30.06.2023

0.4

811.3

Net profit for the reporting
period

1.2

3.4–484.6–9.1

45.7

Currency translation
adjustments–13.7

Dividend paid (see note 3.3)

–48.1

Shares awarded (share-based
compensation)–0.4

Treasury shares (purchased)
re-issued
Balance at 01.07.2022

–67.3

7.9

–15.4

–29.1

–43.4

–91.5

–0.4

7.1

–1.0
0.4

811.3

–481.8

–16.0

–1.0
–53.6

100.3

360.6

Performance

TreasurysharesOperating assets and liabilities

Retainedearnings

Capital and financial risk
management

Additional
paid-in
capitalOther financial information

Balance at 30.06.2024

SharecapitalOther disclosures

CHF million

Primary statements

Consolidated
statement of changes
in equity

Report of the statutory auditor

dormakaba

1.1 Segment reporting
Operating model and organizational structure
The Access Solutions (AS) business consists of the AS commercial business under one
leadership of a 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 are reporting directly to the CCO;
together they represent around 70% of Access Solutions sales. To enable a strong customer
focus and sales generation, the key markets are built around:●

Project and solution sales (“direct business”), focusing on end customers, general andtechnical 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
services growth as part of the global core;●

Furthermore, we support the above with pull generation via specification and support toarchitects, design engineers, planners, and other influencers.

Key & Wall Solutions and OEM completes the organizational setup as a standalone global
segment. Key & Wall Solutions operates as a standalone self-contained segment with two
global businesses – Key Systems and Movable Walls. It includes production facilities, which
are situated in North and South America, Europe, and Asia. The original equipment
manufacturing (OEM) business has plants in mainland China and Taiwan.

Primary statements
Performance
Operating assets and liabilities

This section provides information on the operational performance of dormakaba Group andthe current operating model, the outlook on the organizational changes and its implicationon the operating model, as well as on the segment disclosure. The description of theoperating model provides information useful in understanding the segment reporting, whichcorresponds to the Groupʼs internal reporting system. In addition, information is presented on
selected income and expense items.

Capital and financial risk
management

1. Performance107

Other financial information

Notes to theconsolidated financial
statements for the2023/24 financial year

Consolidated financial statements

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba

dormakaba

Annual Report 2023/24

Consolidated financial statements

108

Global Innovation is responsible for delivering customer- and market-oriented product andsolution developments and innovations. In cooperation with the Global Commercial function
it develops and steers innovations and technology strategies to foster dormakaba’s
innovation leadership in the market.
Corporate Functions (Finance, HR, Legal, and IT) globally support the above business units
and functions to steer the business, drive implementation of the current Shape4Growthstrategy, and strengthen customer centricity of dormakaba.

Operating assets and liabilities

Global Operations is responsible for dormakaba’s Access Solutions production network
including the areas Plants, Manufacturing Excellence, Industrial Engineering, Procurement,
Logistics, and Health & Safety. Operations’ main task is to build an integrated production
network, optimize the production footprint, bundle our purchasing activities, and drive leanefforts.

Performance

Primary statements

Operating model

Other disclosures
Report of the statutory auditor

In accordance with the management organization, the reporting to Group management
consists of the seven key 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 performanceand 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 atfull 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.

Other financial information

Capital and financial risk
management

Organizational structuredormakaba

Annual Report 2023/24

Consolidated financial statements

109

Performance
Operating assets and liabilities
Capital and financial risk
management
Other financial information
Other disclosures

With a clear portfolio segmentation, dormakaba focuses on its global core businesses
Access Automation Solutions (door operators, sliding doors, and revolving doors), AccessControl Solutions (connected devices and engineered solutions), Access Hardware Solutions(door closers, exit devices, and mechanical key systems) and Services. The Group is also amarket 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.

Report of the statutory auditor

dormakaba Group provides smart, secure, and sustainable solutions for seamless flow andintegrated 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 andaccess 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 in someselected residential markets.

Primary statements

Offering

dormakaba

Annual Report 2023/24

Consolidated financial statements

110

0.0

0.0

6.6

4.7

46.6

46.9

0.0

0.0

2,405.9

2,414.1

484.4

486.3

0.0

0.0

Adjusted EBIT (Adjusted operating profit)

308.5

284.7

82.4

69.3

–46.9

–46.5

as % of sales

12.8%

11.8%

17.0%

14.3%

0.0%

0.0%

Adjusted depreciation and amortization

57.8

61.8

12.8

13.5

2.3

2.0

Adjusted EBITDA (Adjusted operating profit
before depreciation and amortization)

366.3

346.5

95.2

82.8

–44.6

–44.5

as % of sales

15.2%

14.4%

19.7%

17.0%

0.0%

0.0%

Net working capital

634.3

618.4

88.3

93.0

–18.3

–17.4

Capital expenditure

70.2

62.9

13.7

11.9

18.0

23.7

11,713

11,749

3,162

3,267

461

503

Total sales

Average number of full-time equivalent
employees

Eliminations

Group

Net sales third parties

0.0

0.0

2,837.1

2,848.8

Intercompany sales

–53.2

–51.6

0.0

0.0

Total sales

–53.2

–51.6

2,837.1

2,848.8

0.0

0.0

344.0

307.5

0.0%

0.0%

12.1%

10.8%

0.0

0.0

72.9

77.3

Adjusted EBIT (Adjusted operating profit)
as % of sales
Adjusted depreciation and amortization
Adjusted EBITDA (Adjusted operating profit
before depreciation and amortization)

0.0

0.0

416.9

384.8

0.0%

0.0%

14.7%

13.5%

Net working capital

0.0

0.0

704.3

694.0

Capital expenditure

0.0

0.0

101.9

98.5

–

–

15,336

15,519as % of sales

Average number of full-time equivalent
employees

Reconciliation of operational figures
Financial year ended 30.06.2024
Adjusted

IAC 1

Operating profit before depreciation
and amortization (EBITDA)

416.9

Depreciation and amortization–72.9

Operating profit (EBIT)

344.0

CHF million

1

Financial year ended 30.06.2023
IAC 1

Unadjusted

Adjusted–123.8

293.1

384.8

–59.0

325.8

–55.2

–128.1

–77.3

–59.5

–136.8–179.0

165.0

307.5

–118.5

189.0

Content of items affecting comparability (IAC) is described in the note on alternative performance measures (APM) (5.2).

Unadjusted

Performance

Corporate

439.4

Operating assets and liabilities

437.8

Financial
year ended
30.06.2023

Capital and financial risk
management

Intercompany sales

2,409.4

Financial
year ended
30.06.2024

Key & Wall Solutions
and OEM

Access Solutions
2,399.3

Financial
year ended
30.06.2023

Other financial information

Net sales third parties

Financial
year ended
30.06.2024

Other disclosures

CHF million

Financial
year ended
30.06.2023

Report of the statutory auditor

Financial
year ended
30.06.2024

Primary statements

Segment reporting

111

1.2 Net sales per geographicalmarkets/business units
CHF million

Financial year ended
30.06.2024

Financial year ended
30.06.2023

712.1

717.8

Net sales third parties
USA/Canada
Germany

327.0

304.1

Australia/New Zealand

200.7

212.8

Switzerland

211.3

212.6

UK/Ireland

111.4

111.9

Rest of the World

836.8

850.2

2,399.3

2,409.4

Total Access Solutions
Key & Wall Solutions and OEM

437.8

439.4

Group

2,837.1

2,848.8

Accounting principles
Net sales includes all sales of goods and services, after deduction of freight expense of goods sold, sales commissions, and other sales
deductions, such as discounts and rebates.

Primary statements

Consolidated financial statements

Performance

Annual Report 2023/24

Operating assets and liabilities

dormakaba

Report of the statutory auditor

Other disclosures

Other financial information

Capital and financial risk
management

Sales from goods are recognized when all significant risks, rewards of ownership, and control are transferred. Sales related to services arerecognized when the service is provided. Distinctive components related to multi-element contracts are recognized separately.

dormakaba

Annual Report 2023/24

Consolidated financial statements

112%

1,210.1

100.0

1,127.9

100.0

Salaries and wages

912.1

75.4

905.5

80.3

Social security expenses

176.6

14.6

170.4

15.1

Share-based payments

5.7

0.5

7.1

0.6

Pension benefit expenses (see note 2.5)

33.0

2.7

35.6

3.2

Employment termination expenses

82.1

6.8

8.3

0.7

Other benefits

0.6

0.0

1.0

0.1

%

Financial
year ended
30.06.2023%

Average number of employees per functions and business units

15,336100.0

15,519100.0

Total Access Solutions

11,713

76.4

11,74975.7

Commercial and Marketing

7,185

46.8

7,319

47.2

Operations

3,098

20.2

3,013

19.4

Innovation

744

4.9

747

4.8

Finance and HR
Key & Wall Solutions and OEM
Corporate
Average number of employees per geographical region

686

4.5

670

4.3

3,162

20.6

3,267

21.1

461

3.0

503

3.2

15,336100.0

15,519100.0

Switzerland

913

6.0

932

6.0

Germany

2,787

18.2

2,788

18.0

Rest of EMEA

3,979

25.9

4,018

25.9

Americas

3,480

22.7

3,462

22.3

Asia Pacific

4,177

27.2

4,319

27.8

Share-based payments
The Nomination and Compensation Committee is responsible for nominating individual
members of the Executive Committee (EC) and other Senior Management members for longterm incentive (LTI) awards. The LTI award is granted through a Performance Share Unit
(PSU) plan, vesting over three years and subject to the achievement of performance
conditions. During the reporting period, the LTI grants include performance indicators such as
relative Total Shareholder Return (TSR), Earnings per Share (EPS), and Sustainability (ESG)
related targets. ESG targets have been introduced as from the grant 2023 to reflect theincreasing importance of sustainability and cover both social and environmental topics thatare addressed by our sustainability strategy. The vesting level may range from 0% to a
maximum of 200% of the original number of units granted (maximum two shares for eachperformance share unit originally granted); there is no vesting below the threshold levels of
performance.
The fair value of the Performance Share Units (PSUs) at the grant date includes adjustments
for foregone dividends during the vesting period and the Total Shareholder Return (TSR)
performance condition. The associated expenses are recognized on a straight-line basis overthe vesting period. The restricted shares allocated to the members of the Board of Directors(BoD) are blocked for three years.

Operating assets and liabilities

15,352

Capital and financial risk
management

15,444

Other financial information

Employees at balance sheet date

Other disclosures

Number of full-time equivalent employees

Financial
year ended
30.06.2024

Report of the statutory auditor

Personnel expenses

CHF million

Performance%

Financial
year ended
30.06.2023

Financial
year ended
30.06.2024

Primary statements

1.3 Personnel expenses

dormakaba

Annual Report 2023/24

Consolidated financial statements

113

The fair value of the restricted shares corresponds to the value of the closing price of thedormakaba Holding AG share on the SIX Swiss Exchange as at the business day prior to thedate of the allocation.
Primary statements

Further information about the allocation of treasury shares is disclosed in the note on sharecapital and treasury shares (3.2), and further details about long-term incentive stock award
plans are outlined in the Compensation Report.

Accounting principles

–55.0

–62.1

Goodwill amortization

–49.5

–59.5

Loss from sale of subsidiaries

–3.6

0.0

Other operating expenses

–1.9

–2.6

1.5 Financial result
Financial year ended
30.06.2024

Financial year ended
30.06.2023

Financial income

2.5

1.5

Interest income

2.4

1.4

Other financial income

0.1

0.1

45.0

48.9
10.6

CHF million

Note

Financial expense
Interest expenses for bonds

3.1

13.6

Interest expenses for forward contracts

3.4

12.5

14.4

11.2

16.5

2.6

4.3

5.1

3.1

Other interest expenses
Foreign exchange losses (gains)
Other financial expenses

3.4

Capital and financial risk
management

Total other operating expenses

Other financial information

Financial year ended
30.06.2023

Other disclosures

Financial year ended
30.06.2024

CHF million

Report of the statutory auditor

1.4 Other operating expenses

Operating assets and liabilities

Performance

The fair value of the employee services received in exchange for shares is measured at the fair value of the shares as at the grant date andrecognized as an expense with a corresponding entry in equity. Expenses for shares that vest immediately are recognized accordingly. Sharesthat are subject to future services are recognized over the vesting period.

dormakaba

Annual Report 2023/24

Consolidated financial statements

114

1.6 Taxes
Primary statements

Income taxes
The weighted applicable tax rate results from applying each subsidiary’s statutory income
tax rate to the income before taxes. Since the Group operates in countries that havedifferent tax rates, the weighted applicable tax rate may vary from year to year according tovariations in income per country and changes in applicable tax rates.

30.7

35.3

Current income taxes

55.4

48.7

Deferred income taxes

–3.5

5.0

Income taxes

51.9

53.7

Difference between applicable and effective income taxes

21.2

18.4

Tax calculated at applicable tax rate

Impact of losses and tax loss carryforwards

9.7

–3.3

Tax-exempt income

–2.8

–3.8

7.1

6.3

Non-taxable/non-deductible divestments/goodwill amortization

9.5

14.8

Non-recoverable withholding tax expenses

6.0

3.4

Effect of change in tax rates

–0.1

2.2

Non-deductible expenses

Tax charges (credits) relating to prior periods, net

–2.3

–0.3

Other

–5.9

–0.9

1.4

–0.7

Income taxes charged to equity

The effective income tax rate of 38.7% (2022/23: 37.8%) is impacted by divestments and theamortization of goodwill. The amortization of goodwill, which is non-deductible for tax
purposes, leads to an increase of the effective tax rate, whereas the profit from the sale ofinvestments, being non-taxable, reduces the effective tax rate. This impact is disclosed
separately in the reconciliation above (divestments/non-deductible goodwill amortization).
Without this impact, the effective tax rate is 29.3% (2022/23: 26.6%).
In 2023/24, the tax rate was further affected by tax losses resulting from restructuring costs.
Consistent with our accounting policy, no tax benefit has been recognized for these losses.
Excluding this negative impact of CHF 8.8 million, the tax rate would have been 24.5%(2022/23: 26.6%). A corresponding tax benefit can be anticipated in future years when the
tax losses are utilized.
The variance in “Other” compared to the previous year is attributed to a change in tax
provisions.

Operating assets and liabilities

142.2
24.8%

Capital and financial risk
management

134.1
22.9%

Other financial information

Profit before taxes
Weighted applicable tax rate

Performance

Financial year ended
30.06.2023

Other disclosures

Financial year ended
30.06.2024

Report of the statutory auditor

CHF million

dormakaba

Annual Report 2023/24

Consolidated financial statements

115

CHF million

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Balance sheet presentation of deferred income taxes
Total deferred income taxes, net

115.2

112.0

Deferred income tax assets

137.1

143.0

Deferred income tax liabilities

21.9

31.0

Primary statements

Deferred taxes

12.1

16.1

Expiry after 5 years
No expiry

9.9

8.5

120.1

95.7

The unrecognized tax loss carryforwards of CHF 147.9 million (2022/23: CHF 122.4 million)
have the potential to generate tax relief of CHF 36.0 million (previous year: CHF 28.1 million).
The increase of CHF 25.5 million in unrecognized tax loss carryforwards is primarily
attributable to restructuring costs, which led to tax losses in some jurisdictions. Over the
medium term, it is anticipated that up to CHF 10.4 million (2022/23: CHF 2.7 million) of the
CHF 36.0 million potential tax relief may be realized.
In December 2021, the OECD published the Pillar Two model rules to introduce a global
minimum corporate income tax of 15% for multinational companies with consolidated salesof more than EUR 750 million. Meanwhile, Pillar Two legislation has been enacted or
substantially enacted in many jurisdictions in which dormakaba operates. The legislation will
be effective for dormakaba’s financial year beginning 1 July 2024. dormakaba performed anassessment of the potential exposure to Pillar Two income taxes. The application of the Pillar
Two model rules would not have had a material impact on the financial results of 2023/24.
dormakaba continues to monitor the development of the Pillar Two model rules andcontinually assesses the impact thereof on dormakaba.

Accounting principles
Current income taxes are based on taxable income for the current year and charged to income when incurred. Deferred income taxes are
determined using the liability method, with the applicable and substantially enacted income tax rates applied on a comprehensive basis toeligible temporary differences. No deferred income tax assets and liabilities related to the OECD Pillar Two global minimum tax are recognized.
Deferred income tax assets arising from temporary differences are only recognized to the extent that it is probable that future taxable profit will
be available, against which the temporary differences can be utilized. Deferred income taxes resulting from tax loss carryforwards applicable tofuture taxable income are only recognized to the extent of the available deferred tax liabilities.

Use of accounting estimates
The recoverable amount of deferred income tax assets is based on past performance and forecasts of the corresponding taxable entity over a
period of several years. Deviations between actual and projected results can lead to impairment losses.

Operating assets and liabilities

Expiry in 2 to 5 years

Capital and financial risk
management

2.1

Other financial information

122.4

5.8

Other disclosures

147.9

Expiry in 1 year

Report of the statutory auditor

Balance of tax loss carryforwards at end of financial year

Performance

Expiration of tax loss carryforwards not recognized as deferred tax assets

dormakaba

Annual Report 2023/24

Consolidated financial statements

116

2. Operating assets and liabilities
Primary statements

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

2.1 Trade receivables
Financial year ended 30.06.2023

Allow.

Net

Gross

Allow.

Net

Trade receivables

502.0

–18.9

483.1

477.8

–16.6

461.2

Not yet due

369.9

–0.2

369.7

350.7

–0.4

350.3

1–30 day(s) overdue

59.5

–0.3

59.2

52.2

–0.3

51.9

31–60 days overdue

19.5

–0.2

19.3

21.8

–0.1

21.7

61–90 days overdue

11.8

–0.4

11.4

14.2

–0.2

14.0

91–120 days overdue

6.4

–0.4

6.0

6.9

–0.2

6.7

121–150 days overdue

5.2

–0.4

4.8

4.6

–0.3

4.3

More than 150 days overdue

29.7

–17.0

12.7

27.4

–15.1

12.3

Performance

Financial year ended 30.06.2024
Gross

Operating assets and liabilities

Maturity analysis
CHF million

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Inventories, net

497.0

487.7

Allowance for obsolete and slow-moving items

76.0

63.9

CHF million

Inventories, gross

573.0

551.6

Raw materials and supplies

238.0

262.5

Semi-finished goods and work in progress

107.8

78.8

Finished goods

222.8

202.6

4.4

7.7

Prepayments to suppliers

Accounting principles
Inventories are valued at the lower of purchase/manufacturing cost and net realizable value. Cost is determined using the weighted averagemethod. Manufacturing cost includes direct labor and material as well as a commensurate share of related overhead costs. Allowances are
made for obsolete and slow-moving items. Cash discounts from suppliers are treated as purchase cost reductions.

Other disclosures

2.2 Inventories

Report of the statutory auditor

Short-term accounts receivable are stated at nominal value less allowance for doubtful accounts. The amount of the allowance is the difference
between the asset’s carrying amount and the present value of estimated future cash flows. It is assessed based on the maturity structure. In
addition, accounts receivable are individually impaired if there is clear evidence of insolvency or other indications that collectability is severely
endangered.

Other financial information

Capital and financial risk
management

Accounting principles

Property, plant, and equipment
Land andbuildings

Plant,
machinery,andequipment

Furniture,
fixturesand other

Prepayments

Total
property,plant, andequipment

30 June 2024, net

192.5

116.0

58.1

36.9

403.5

30 June 2023, net

204.0

110.8

51.0

32.3

398.1

Cost 30 June 2024

320.0

388.5

214.6

36.9

960.0

Additions

2.2

15.6

19.3

27.8

64.9

Disposals

–4.8

–3.3

–5.0

–0.4

–13.5

Reclassifications

–0.4

16.7

4.9

–22.5

–1.3

Translation exchange differences

–3.6

–2.6

–2.3

–0.3

–8.8

30 June 2023

CHF million,
except where indicated

326.6

362.1

197.7

32.3

918.7

Additions

4.7

9.5

20.4

26.9

61.5

Disposals

–0.1

–5.3

–4.3

–0.8

–10.5

Reclassifications

0.7

9.8

3.8

–15.0

–0.7

Acquisition of businesses

0.0

0.0

0.1

0.0

0.1

Translation exchange differences

–11.4

–17.6

–8.9

–1.2

–39.1

1 July 2022

332.7

365.7

186.6

22.4

907.4

Estimated useful life (in years)

20-50 1

4-15

3-15

Accumulated
depreciation 30 June 2024

127.5

272.5

156.5

0.0

556.5

Additions

8.5

23.9

17.1

0.0

49.5

Disposals

–1.8

–3.0

–4.6

0.0

–9.4

Reclassifications

–1.2

2.2

–1.0

0.0

0.0

Translation exchange differences

–0.6

–1.9

–1.7

0.0

–4.2

30 June 2023

122.6

251.3

146.7

0.0

520.6

9.2

24.0

19.3

0.0

52.5

Disposals

–0.1

–4.9

–4.1

0.0

–9.1

Reclassifications

–0.5

0.1

0.4

0.0

0.0

Translation exchange differences

–2.9

–11.3

–6.1

0.0

–20.3

1 July 2022

116.9

243.4

137.2

0.0

497.5

Additions

Other disclosures

Land is not depreciated.

Report of the statutory auditor

1

Performance

2.3 Property, plant, and equipment/
Intangible assets

Primary statements

117

Operating assets and liabilities

Consolidated financial statements

Capital and financial risk
management

Annual Report 2023/24

Other financial information

dormakaba

dormakaba

Annual Report 2023/24

Consolidated financial statements

118

SoftwareOther

30 June 2024, net

57.3

49.6

56.2

1.4

164.5

30 June 2023, net

110.7

53.8

41.8

3.6

209.9

Cost 30 June 2024

2,218.8

130.7

84.3

35.1

2,468.9

Additions

0.0

16.2

20.4

0.4

37.0

Disposals

–5.7

–0.1

–2.2

–4.1

–12.1

Reclassifications

0.0

0.5

0.9

–0.1

1.3

Acquisition of businesses

–2.1

0.0

0.0

0.0

–2.1

Divestment of businesses

0.0

0.0

–2.4

0.0

–2.4

Translation exchange differences
30 June 2023
Additions

–2.8

–1.4

–0.5

–0.7

–5.4

2,229.4

115.5

68.1

39.6

2,452.6

0.0

18.6

15.8

2.6

37.0

Disposals

0.0

–0.3

–1.2

0.0

–1.5

Reclassifications

0.0

3.7

0.0

–3.0

0.7

Acquisition of businesses

8.1

0.0

0.0

0.0

8.1

Translation exchange differences

–97.9

–2.6

–1.2

–1.3

–103.01 July 2022

2,319.2

96.1

54.7

41.3

2,511.3

5-20

2-5

2-5

2-5

2,161.5

81.1

28.1

33.7

2,304.4

Additions

49.5

20.1

5.2

2.4

77.2

Disposals

–5.0

–0.1

–2.2

–4.1

–11.4

Divestment of businesses

0.0

0.0

–0.9

0.0

–0.9

Translation exchange differences

–1.7

–0.6

–0.3

–0.6

–3.2

Estimated useful life (in years)
Accumulated
amortization 30 June 2024

30 June 2023

2,118.7

61.7

26.3

36.0

2,242.7

Additions

59.5

16.4

5.2

3.2

84.3

Disposals

0.0

–0.4

–1.2

–0.1

–1.7

–89.7

–1.5

–0.8

–1.1

–93.1

2,148.9

47.2

23.1

34.0

2,253.2

Translation exchange differences
1 July 2022

Operating assets and liabilities

Goodwill

Total
intangible
assetsCapital and financial risk
management

CHF million

Development

Other financial information

Intangible assets

Other disclosures

Items of minor value are charged directly to the income statement. All gains and losses on the disposal of property, plant, and equipment arerecognized in the income statement.

Report of the statutory auditor

Property, plant, and equipment are recorded at cost less accumulated depreciation using the straight-line method. Subsequent costs areincluded in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replacedpart is derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are
incurred.

Performance

Primary statements

Accounting principles

dormakaba

Annual Report 2023/24

Consolidated financial statements

119

Primary statements

Accounting principles
Intangible assets are capitalized at cost, amortized using the straight-line method over their useful life.
Goodwill represents the excess of the consideration transferred, including any non-controlling interest in the acquired business, and the bookvalue of any prior equity interest in the acquired business at the acquisition date, over the fair value of the Group’s share of the net assets
acquired. It excludes the separate capitalization of intangible assets that were not previously recognized. If the purchase price includes
elements contingent on future performance, these are estimated and recognized at the acquisition date. Any differences arising when the final
purchase price is determined will result in an adjustment to the goodwill (refer to note on business combinations and divestments (4.3)). The
estimated useful life of goodwill is determined on a case-by-case basis and does not exceed 20 years.
Development costs are recognized as an asset when specific recognition criteria are met, and it is determined that the recognized amount isrecoverable through future economic benefits.

Performance

Other intangibles primarily consist of licenses, patents, and advance payments. The useful life of software, developments, and other intangible
assets is determined on a case-by-case basis and ranges from 2 to 5 years.

Operating assets and liabilities

Use of accounting estimates
Property, plant, and equipment as well as intangible assets are tested for impairment whenever events or changes in circumstances indicatethat the carrying amount may not be recoverable. To determine whether impairment exists, estimates are made of the expected future cash
flows arising from the use or the net selling price of the asset.

Other

Total

18.0

74.1

14.2

106.3

current

18.0

55.5

13.3

86.8

non-current

0.0

18.6

0.9

19.5

Provisions 30 June 2023

11.0

0.0

7.3

18.3

current

11.0

0.0

7.3

18.3

non-current

0.0

0.0

0.0

0.0

Warranty andcustomer returns

Restructuring

Other

Total

18.0

74.1

14.2

106.3

CHF million
Provisions 30 June 2024
Additions

15.0

74.9

11.5

101.4

Releases

–0.9

–0.1

–1.6

–2.6

Usage

–6.9

–0.9

–2.9

–10.7

Translation exchange differences

–0.2

0.2

–0.1

–0.1

Provisions 30 June 2023

11.0

0.0

7.3

18.3

Additions

8.0

0.0

3.9

11.9

Releases

–1.5

–1.5

–1.8

–4.8

Usage

–5.6

–4.0

–2.7

–12.3

Translation exchange differences

–0.4

0.0

–0.5

–0.9

Provisions 1 July 2022

10.5

5.5

8.4

24.4

Other financial information

Restructuring

Other disclosures

Provisions 30 June 2024

Warranty andcustomer returns

Report of the statutory auditor

CHF million

Capital and financial risk
management

2.4 Provisions

dormakaba

Annual Report 2023/24

Consolidated financial statements

120

Accounting principles
Provisions are recognized when:●

the Group has a present obligation (legal or constructive) as a result of a past event;●

it is probable that a use of resources will be required to settle the obligation; and●the amount of the obligation can be reliably estimated.

A restructuring is a program planned and controlled by the Management that materially changes the manner in which the business is conducted.
Costs relating to restructuring plans or agreements, including the reshaping of the organization, the discontinuation of certain activities, thestreamlining of facilities and operations, and other restructuring measures, are recorded in the period in which the Group commits itself to adetailed formal plan. No provisions are recorded for future expenses that are linked to a future benefit.

Performance

Other provisions mainly comprise those relating to environmental risks, litigation, and sales
agentsʼ indemnities. The increase in 2023/24 financial year is attributable to onerous
contracts, litigation, or other claims from third parties.

Operating assets and liabilities

Restructuring provisions relate to the Shape4Growth transformation program whichdormakaba announced on 3 July 2023. Further details are disclosed in the section Businessperformance of this annual report.

Primary statements

The provision for warranty and customer returns covers customer warranty claims andvoluntary concessions as well as customer returns. The increase in 2023/24 financial year
relates to the strategy of streamlining our product portfolio.

Other financial information
Other disclosures

Significant judgment is required to determine the costs of restructuring plans. The actual cost might deviate from the original plan.

Report of the statutory auditor

In the course of their ordinary operating activities, Group companies can face claims from third parties. Provisions for pending claims aremeasured on the basis of the information available and a realistic estimate of the expected outflow of resources. The outcome of theseproceedings may result in claims against the Group that cannot be met at all or in full through provisions or insurance cover.

Capital and financial risk
management

Use of accounting estimatesdormakaba

Annual Report 2023/24

Consolidated financial statements

121

Financial
year
ended
30.06.2024

Financial
year
ended
30.06.2023

254.5

27.5

27.2

Pension benefit obligations

225.7

227.3

–3.7

2.1

30.9

33.0

35.6

28.0

28.0

26.9

2.9

5.0

8.7

Pension institutions
without surplus/deficit 1
Pension institutions
without own assets
1

225.7

227.3

Pension benefit expenses
within personnel expenses
Performance

253.2

Other long-term
employee benefits

Contributions
concerningthebusiness
period–3.7

2.1

In the current financial year, expenses related to Swiss pension are reported under pension institutions without surplus/deficit. In the previous year, these plans
were classified under pension institutions with surplus due to the economic value indicated by a coverage rate exceeding 100%, despite the unavailability of free
funds. To ensure consistency and comparability with the previous year’s financial statements, the prior year’s figures have been reclassified accordingly.

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Pension benefit expenses within personnel expenses

33.0

35.6

Decrease/increase in economic obligation from pension institutions without own assets

5.0

8.7

Contributions and changes to employer contribution reserves

28.0

26.9

Contributions to pension institutions from Group entities

28.0

26.9

CHF million

Within the pension institutions without surplus/deficit, pension benefit expenses of
CHF 11.3 million (2022/23: CHF 11.5 million) are attributed to Swiss pension plans. These
plans are valued annually in December in accordance with Swiss GAAP FER 26. As of
December 2023, the free funds amount to zero, while the coverage rate is 115.5%, based on
an applied technical interest rate of 1.5% (December 2022: free funds amounted to zero,
coverage rate 109.0%, technical interest rate 1.5%).
Pension institutions without own assets are assessed annually at the financial year-end.
These primarily relate to pension liabilities of Group companies in Germany, Austria, andItaly.

Operating assets and liabilities

Total accrued pension andother employee benefits

Translationdifferences

Change toprevious
year
period orrecognizedin current
result oftheperiod,respectively

Capital and financial risk
management

Economic part ofthe dormakaba Group

Financial
year
ended
30.06.2023

Other financial information

CHF million

Financial
year
ended
30.06.2024

Primary statements

2.5 Employee benefit liabilities

Report of the statutory auditor

Other disclosures

Other long-term employee benefits mainly consist of provisions for anniversary and longservice awards, lump-sum payments at the end of service, and part-time retirement
solutions.

dormakaba

Annual Report 2023/24

Consolidated financial statements

122

Primary statements

Accounting principles
There are various pension plans in existence within the Group, which are individually aligned with local conditions in the respective countries. The
plans are financed either by means of contributions to legally independent pension/insurance funds or by recognition as liabilities in the balance
sheet of the respective Group companies. An economic obligation or an economic benefit arising from a Swiss pension scheme is determinedfrom the statements made on the basis of Swiss GAAP FER 26 “Accounting of Pension Plans” and recognized in the balance sheet accordingly.
The provision for pension plans of foreign subsidiaries which are not organized as independent legal entities is determined based on the local
valuation methods.

Performance

Use of accounting estimates

Other assets
Financial year ended
30.06.2024

Financial year ended
30.06.2023

Other current assets

67.9

68.3

Prepaid expenses

21.9

20.6

Retentions

10.7

8.7

33.4

35.7

0.1

0.2

1.8

3.1

Non-current financial assets

44.2

43.9

Loans

12.8

11.6

Pension-related assets

16.1

15.7

Long-term prepaid expenses

6.5

6.9

Long-term held securities

8.8

9.7

CHF million

Note

Sales, withholding, and other recoverable taxes
Fair value of forward contracts
Other receivables and miscellaneous

3.4

Other financial information

2.6 Other assets and liabilities

Capital and financial risk
management

Operating assets and liabilities

dormakaba Group operates pension plans in various countries. The calculation of pension provisions for plans that do not have their own assets
is based on actuarial assumptions, which may differ from the actual results.

Report of the statutory auditor

Long-term held securities are recorded at fair value. All realized and unrealized gains and losses are recognized in the income statement. Other
non-current financial assets are stated at amortized cost less valuation adjustments.

Other disclosures

Accounting principles

dormakaba

Annual Report 2023/24

Consolidated financial statements

123

49.3

43.8

42.1

Sales, withholding, and other tax payable

39.9

37.6

Payables to social security and pension fund

15.2

14.7

Accruals for salary payments, bonuses, vacation, overtime, and other employee
benefits

152.5

137.0

9.7

9.7

3.2

1.3

103.3

98.9

Accrued interest
Fair value of forward contracts

3.4

Other accruals and current non-interest-bearing liabilities

Current borrowings and other non-current liabilities are disclosed in the note on capitalmanagement (3.1) as this information relates to capital management disclosures.

Accounting principles
Financial liabilities measured at amortized cost are initially recorded at fair value, net of transaction costs incurred, and subsequently measured
at amortized cost. Any difference between the proceeds from disposal (net of transaction costs) and the redemption value is recognized in theincome statement over the period of the borrowing using the effective interest method.

Performance

51.8

Deferred income

Operating assets and liabilities

Advances from customers

Capital and financial risk
management

390.6

Other financial information

419.4

Accrued and other current liabilities

Other disclosures

Financial year ended
30.06.2023

Note

Report of the statutory auditor

Financial year ended
30.06.2024

CHF million

Primary statements

Other liabilitiesdormakaba

Annual Report 2023/24

Consolidated financial statements

124

Primary statements

3. Capital and financial risk
management
This section outlines the principles and procedures applied to manage the capital structure
and the financial risks to which the Group is exposed. Detailed information on dormakaba
Group’s sources of funding, such as credit facilities and bonds, are also provided here. In
addition, the details of the share capital, treasury shares, earnings per share, and dividends
are disclosed in this section.

Performance

3.1 Capital management

achieving an appropriate risk-adjusted return for investors.

In response to ongoing economic and geopolitical uncertainties, including the war in Ukraine,
dormakaba has maintained a strong focus on tightly managing cash positions and net
working capital. This includes stringent credit management, disciplined collection of tradereceivables, and careful cash conversion to effectively mitigate risks. Daily monitoring of
liquidity and financial debt status at the Group level, including oversight of financial
covenants and undrawn credit facilities, remains a key priority. Alongside these cash
management efforts, dormakaba also conducts regular reviews of safety stocks to ensure
supply capabilities amidst ongoing supply chain challenges, further reinforcing thecompanyʼs financial stability.

Borrowings and other financial liabilities
Financial year ended
30.06.2024

Financial year ended
30.06.2023

Current borrowings

6.2

119.1

Short-term bank loans and overdrafts

5.0

110.0

Current portion of other non-current liabilities

1.2

9.1

CHF million

Non-current liabilities

599.0

599.9

Bonds

594.6

594.5

Other non-interest bearing liabilities

0.1

0.0

Other interest-bearing liabilities

4.3

5.4

Capital and financial risk
management

ensuring creditworthiness;●

Other financial information

securing sufficient funding capacity for future investments and acquisitions;●

Other disclosures

securing sufficient liquidity to meet the Group’s needs to fulfil its financial obligations;●

Report of the statutory auditor●

Operating assets and liabilities

Capital management has the following objectives:

dormakaba

Annual Report 2023/24

Consolidated financial statements

125

Credit facility
Primary statements

As of 30 June 2024, short-term bank loans and overdrafts amount to CHF 5.0 million(2022/23: CHF 110.0 million).
In November 2020, dormakaba secured a five-year syndicated credit facility in the amount of
CHF 525 million that includes options for a prolongation of two additional years and for an
increase of up to CHF 200 million. In line with our ambitious sustainability strategy, thecontract contains an incentivized ESG (Environmental, Social, and Governance) performancetarget for CO2 reduction. The syndicated credit facility contains the leverage ratio as the only

Net debt
The key figures, including the maturities, as of 30 June 2024 and 30 June 2023 are disclosed
below.

Short-term bank loans andoverdrafts

5.0

Bonds
Other liabilitiesOver
5 years

594.6
1.2

Cash and cash equivalents–150.4

Net debt–144.2

1.7

596.3

Adjusted EBITDA
Net debt/Adjusted EBITDA(Leverage)

Financial year ended 30.06.2023

Total

Up to
1 year

5.0

110.0

594.6
2.7

2.7

2 to 5years

Over
5 years

110.0
594.5

5.6

9.1

–150.4–122.1

454.8

–3.0

Total

2.6

594.5
2.8

14.5
–122.1

597.1

2.8

596.9

416.9

384.8

1.1x

1.6x

The interest expenses for short-term bank loans and overdrafts are recorded within otherinterest expenses. Interest expenses are disclosed in detail in the note on the financial result(1.5).

Accounting principles

Capital and financial risk
management

CHF million

2 to 5
years

Other financial information

Financial year ended 30.06.2024
Up to
1 yearOperating assets and liabilities

Performancefinancial covenant. It is calculated based on net debt relative to EBITDA for the past 12
months as of June and December. As of 30 June 2024 and throughout the 2023/24 financial
year, dormakaba complied with the financial covenant.

Report of the statutory auditor

Other disclosures

Financial liabilities measured at amortized cost are initially recorded at fair value, net of transaction costs incurred, and subsequently measured
at amortized cost. Any difference between the proceeds of disposal (net of transaction costs) and the redemption value is recognized in theincome statement over the period of the borrowing using the effective interest method.

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Annual Report 2023/24

Consolidated financial statements

126

dormakaba Finance AG issued bonds with a total nominal value of CHF 595 million (ISINCH0384629892 and ISIN CH1206367497). Of this amount, CHF 320 million will mature in
October 2025 and CHF 275 million will mature in October 2027.

1.000

320.1

1.000

320.1

CHF 275 million bond 2022 – 2027
Payment date: 14 October 2022
Issue price: 100.00%

3.750

274.5

3.750

274.4

The interest expenses for the bonds amount to CHF 13.6 million in 2023/24 (2022/23:
CHF 10.6 million). This is disclosed in the note on the financial result (1.5).

Accounting principles
Bonds are initially recorded at issue price, net of issue costs. Issue costs as well as any discount or premium are recognized in the financial resultof the income statement over the period of each bond.

Performance

594.5

CHF 320 million bond 2017 – 2025
Payment date: 13 October 2017
Issue price: 100.46%

Operating assets and liabilities

594.6

Financial year ended
30.06.2023

Capital and financial risk
management

Bonds (at fixed interest rates)

Coupon% p.a.

Other financial information

Financial year ended
30.06.2024

Other disclosures

Coupon% p.a.

Report of the statutory auditor

CHF million

Primary statements

Bondsdormakaba

Annual Report 2023/24

Consolidated financial statements

127

Primary statements

3.2 Share capital and treasury
sharesShare capital
As of 30 June 2024, the share capital comprised 4,200,026 registered shares with a par valueof CHF 0.10 each. The shares are listed on the SIX Swiss Exchange (DOKA/ISIN
CH0011795959).
Conditional capital as of 30 June 2024 amounted to CHF 42,438.40.

Number ofsharesTreasurysharesin CHFmillion

5.7

13,577672.589.1

463.500.0

2,600

369.85

1.0–4,627751.64–3.4–10,647737.59–7.9

13,577672.58

9.1

21,624740.9916.0

Number ofsharesTreasurysharesin CHFmillionTreasury shares as at 30 June

9,027

630.28Purchases of treasury shares

77

Shares awarded (share-based
compensation)
Treasury shares as at 1 July

Equity and treasury shares

Financial year ended 30.06.2023
Transaction(Ø) price in
CHF per
share

Transaction(Ø) price in
CHF pershare

In the 2023/24 financial year, a total of 4,627 shares (2022/23: 10,647 shares) wereallocated. 1,992 performance shares were vested as part of the long-term incentive stock
award plans (2022/23: 6,862 shares made up of 4,984 restricted and 1,878 performance
shares) and 2,635 restricted shares (2022/23: 3,785 restricted shares) were allocated to the
BoD members. Further information on the long-term incentive stock award plans is includedin the Compensation Report.

Other financial information

Financial year ended 30.06.2024

Other disclosures

Treasury shares are recorded as a negative balance within equity and 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 theCompensation Report.

Report of the statutory auditor

Treasury shares

Capital and financial risk
management

Operating assets and liabilities

Performance

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 toincrease or reduce the share capital once or several times and in any amounts or to acquireor dispose of shares directly or indirectly, until 5 October 2028, or until an earlier expiry of thecapital 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 to420,000 registered shares with a nominal value of CHF 0.10 each, as applicable, or byincreasing or reducing the nominal value of the existing registered shares within the limits ofthe capital range or by simultaneous reduction and re-increase of the share capital. No
shares were issued out of authorized capital in the 2023/24 financial year.

dormakaba

Annual Report 2023/24

Consolidated financial statements

128

Earnings per share
Number of shares,
except where indicatedFinancial year ended
30.06.2024

Financial year ended
30.06.2023

42.2

45.7

4,190,999

4,186,449

4,550

8,047

Number of shares outstanding at beginning of financial year

4,186,449

4,178,402

Weighted average number of shares outstanding (basic)

4,187,853

4,184,179

10.1

10.9

4,187,853

4,184,179

39,13326,7514,226,986

4,210,930

10.0

10.9

Net profit attributable to the owners of the parent in CHF million

Primary statements

3.3 Earnings per share and dividends

Number of shares outstanding at end of financial year
Own shares (acquired)/reissued

Basic earnings per share in CHF

Performance

For basic number of shares

The earnings per share is calculated based on the profit attributable to the owners of theparent only. Net profit attributable to minority interests is not taken into account. The
minorities represent mainly the shareholders who hold 47.5% of the shares of dormakaba
Holding GmbH + Co. KGaA, a direct subsidiary of the Group parent, dormakaba Holding AG,
which holds the remaining 52.5%. The legal subsidiaries are disclosed in the note on the legal
structure of the dormakaba Group (5.4).

Accounting principles
Basic earnings per share is calculated by dividing net profit attributable to the owners of the parent by the weighted average number of shares
outstanding during the reporting period.
The diluted earnings per share includes all potentially dilutive effects.

Capital and financial risk
management

Diluted earnings per share in CHF

Other financial information

Weighted average number of shares outstanding (diluted)

Other disclosures

Eligible shares under stock award plans

Report of the statutory auditor

Weighted average number of shares outstanding (basic)

Operating assets and liabilities

For diluted number of sharesdormakaba

Annual Report 2023/24

Consolidated financial statements

129

5

Financial
year ended
30.06.2022 5

8.00

33.5

9.50

39.8

11.50

48.1

Net profit attributable to theowners of the parent

65.6

76.9

95.4

Dividend payout ratio in %

51.1

51.7

50.4

Proposal to the AGM; dividend will be paid from 16 October 2024
The dividend for the financial year is calculated on the basis of the outstanding shares at the end of the financial year (estimated final dividend payable, subject
to AGM approval and variations in the number of shares up to the recording date). This dividend was not recognized as a liability as at 30 June 2024 and will berecognized in subsequent consolidated financial statements.
In line with the BoD’s decision not to consider the impact of the goodwill accounting when determining the dividend, the net profit attributable to owners of theparent company has been adjusted by CHF 23.4 million (CHF 44.5 million goodwill accounting impact less minorities of 47.5%).
In line with the BoD’s decision not to consider the impact of the goodwill amortization when determining the dividend, the net profit attributable to owners of theparent company has been adjusted by CHF 31.2 million (CHF 59.5 million goodwill amortization impact less minorities of 47.5%).
In line with the BoD’s decision not to consider the negative impact of the Mesker divestment when determining the dividend, the 2021/22 net profit attributable toowners of the parent company of CHF 63.2 million has been adjusted by CHF 32.2 million (CHF 61.4 million net profit impact of the Mesker divestment lessminorities of 47.5%).

dormakaba Group envisages a dividend policy whereby the minimum payout ratio should be
50% of the consolidated net profit after minority interests.
The dividend distribution is proposed to the AGM in the form of a distribution from capital
contribution reserves and statutory retained earnings of the parent entity, dormakaba
Holding AG. After approval of this proposal by the AGM, the distribution from capital
contribution reserves as well as dividend distribution from statutory retained earnings will be
paid out as from 16 October 2024 according to the instructions received: CHF 8.00 (2022/23:
CHF 9.50) gross per listed registered share at CHF 0.10 par value, whereof only the
distribution from capital contribution reserves up to CHF 1.5 million in total will be paid freeof Swiss withholding tax in accordance with Art. 5 para. 1bis of the Federal Law on
Withholding Tax.

3.4 Financial risk management
The tasks of the BoD include identifying risks, determining suitable measures, andimplementing these measures or having them implemented. The BoD of dormakaba
Holding AG conducted a regular Group-wide risk assessment in the year under review anddetermined the risks to be managed at particular management levels.
The inflationary environment with globally increased interest rates, geopolitical and tariff
tensions, as well as ongoing weaponed conflicts continue to impact the global economic
environment. In response, the Group management has continued its comprehensive response
strategy, ensuring that relevant reporting is provided to the EC and BoD. The measures aredesigned to safeguard employees, minimize disruptions to business operations and supply
chains, and ensure that the focus remains on strong cash conversion and capitalmanagement.
dormakaba has continued its robust financial management and forecasting practices tomaintain entrepreneurial flexibility and financial stability. This includes daily monitoring of
liquidity and financial debt status, encompassing financial covenants and undrawn credit
facilities at the Group level. Additionally, the solvency and credit spreads of all businessbanks are carefully evaluated, bank balances are managed within a risk budget, and excess
cash is concentrated efficiently. The Ukraine Taskforce has maintained and enforced
stringent sanction controls and business adjustments for Russia. This approach ensures that
operating risks are effectively addressed, reported, and measures are taken.

Performance4

CHF per
share

Operating assets and liabilities

3

Financial
year ended
30.06.2023 4

Capital and financial risk
management

2

CHF per
share

Other financial information

1

Financial year
ended
30.06.2024 2,3Other disclosures

Dividend for the financial year

CHF pershare 1

Report of the statutory auditor

CHF million,
except where indicatedPrimary statements

Dividends

dormakaba

Annual Report 2023/24

Consolidated financial statements

130

Trade receivables are monitored on an ongoing basis locally and via Group management
reporting procedures. The danger of cluster risks with trade receivables is limited due to thelarge number and wide geographical spread of customers. The extent of the credit risk isdetermined mainly by the individual characteristics of each customer. The assessment of thisrisk involves a review of the customer’s creditworthiness based on its financial situation andexperience. The maturity analysis of trade receivables is disclosed in the note on tradereceivables (2.1).

Interest rate risk
Interest rate risk is the risk that the Group’s financial situation is impacted by changes ininterest rates.
dormakaba Group’s interest rate risk arises from its short-term and long-term borrowings.
Management strives for a well-balanced mix of long- and short-term interest rate exposure,taking into consideration the planned funding requirements. Funding and related interest aremanaged centrally by Group Treasury.

Performance
Operating assets and liabilities

Cash and cash equivalents are mainly held in the form of current accounts and current fixedterm deposits. Counterparty risks with financial institutions are monitored continuously andare minimized by the Group limiting its relationships to high-ranking banks only and limiting
cash balances within a risk budget or level of national deposit protection schemes.

Capital and financial risk
management

Credit risk is the risk of loss if a counterparty fails to fulfil its obligations to dormakaba
Group. Hence, dormakaba Group is exposed to credit risk arising from financing activities,
including deposits with banks and financial institutions, foreign exchange transactions, andother financial instruments such as trade receivables, other current assets, and non-current
financial assets.

Other financial information

Credit risk

Other disclosures

Liquidity risk is managed centrally by Group Treasury. The Group aims, secured by solid free
cash flow, to balance funding continuity and flexibility, considering funding for the ongoingtransformation and restructuring programs to ensure adequate liquidity for strategic
initiatives. To avoid excessive refinancing in any single period, the Group maintains adiversified spread of maturities and ensures funding flexibility by securing a mix ofuncommitted and committed credit lines with a range of counterparties and employing
various financing instruments.

Report of the statutory auditor

Liquidity risk arises due to the possibility that dormakaba Group might experience difficulty insettling its debts or otherwise meeting its obligations related to financial liabilities.

Primary statements

Liquidity risk

dormakaba

Annual Report 2023/24

Consolidated financial statements

131

Foreign currency exposure
Primary statements

Translation risk
dormakaba Group does not actively manage the translation risk.
In the 2023/24 financial year, the Group’s equity was negatively impacted in the amount of
CHF 7.2 million by foreign currency translation (2022/23: CHF 29.1 million negative impact).

Averagerate
2023/24

Net sales
30.06.2023

Exchangerate
30.06.2023

Averagerate
2022/23

Total net sales

2,837.1

EUR

820.3

0.962

0.960

799.9

0.978

0.982

USD

754.9

0.899

0.887

761.4

0.900

0.939

CHF

211.8

1.000

1.000

214.1

1.000

1.000

AUD

199.9

0.597

0.581

212.5

0.596

0.632

CAD

175.9

0.656

0.655

168.8

0.679

0.701

GBP

110.5

1.136

1.117

109.9

1.135

1.129

INR

78.6

0.011

0.011

74.9

0.011

0.012

CNY

60.1

0.126

0.124

62.0

0.124

0.135

HKD

49.1

0.115

0.113

53.2

0.115

0.120

Y

KD

HKD

H

N
C

IN
R

BP

AD

D

2023/24
Net sales exposure

Others
G

C

AU

R

US
D

June 2023 – June 2024
Change of average FX-rate
in relation to CHF

392.1

Other financial information

376.0

Net sales in other currencies

EU

2,848.8

Operating assets and liabilities

Exchangerate
30.06.2024

Net sales
30.06.2024

Capital and financial risk
management

Currency rates (CHF),
net sales (CHF million)

Performance

The key exchange rates based on net sales in foreign currencies are disclosed in the tablebelow:

CNY

EUR

INR
GBP

CHF

USD

In the 2023/24 financial year, dormakaba Group’s sales growth was negatively impacted byforeign currency translations in the amount of CHF 139.5 million (2022/23: CHF 109.2 million

Report of the statutory auditor

AUD

Other disclosures

CADdormakaba

Annual Report 2023/24

Consolidated financial statements

132

negative impact) and its adjusted EBITDA negatively by CHF 21.5 million (2022/23:
CHF 14.6 million negative impact).

Primary statements

Transaction risk
Management monitors foreign exchange risks on a regular basis. When management deems
it appropriate to do so, dormakaba uses derivative financial instruments to manage its
transaction risk exposure to fluctuations in exchange rates.
Foreign exchange risks relating to intercompany loans are covered fully by forward exchange
contracts with third parties. The external counterparties involved are high-ranking financial
institutions. dormakaba enters into financial transactions only to hedge against a related offbalance-sheet risk or a highly probable future business transaction. No uncovered shorttransactions are entered into.

Financial year ended
30.06.2024

Financial year ended
30.06.2023

446.3

388.8

Fair value – held-for-trading, net

–3.1

–1.1

Assets from fair value of forward contracts

0.1

0.2

Liabilities from fair value of forward contracts

–3.2

–1.3

CHF million
Contract value

In the 2023/24 financial year, the net foreign exchange loss amounts to CHF 2.6 million(2022/23: loss amounts to CHF 4.3 million). While the hedges mitigate the foreign currency
effect arising from intercompany loans, the interest expenses for forward contracts amountto CHF 12.5 million (2022/23: CHF 14.4 million). The foreign exchange gains and losses as wellas the interest expenses and income are disclosed in the note on the financial result (1.5).

Accounting principles

Capital and financial risk
management

The following currency forward contracts for hedging purposes existed as at the balance
sheet date:

Other financial information

dormakaba Group actively manages the transaction risk arising from third party andintercompany cross-currency exposures in foreign currencies.

Operating assets and liabilities

Performance

Intercompany invoicing is structured in a way that foreign exchange risks within thedormakaba Group are concentrated in the manufacturing units. The use of a group netting
system with intercompany payment terms of up to 60 days reduces the intercompany
exposure and foreign exchange risk. The third party and intercompany cross-currency
exposures are reduced through natural hedges or using financial instruments.

Report of the statutory auditor

Other disclosures

Derivative financial instruments for the purpose of hedging balance sheet items are recorded using the same valuation principles as applied tothe underlying hedged positions.

dormakaba

Annual Report 2023/24

Consolidated financial statements

133

4. Other financial information
Primary statements

This section provides details of the various commitments and contingencies as well as
information about the associated companies, the acquisitions, and the legal subsidiaries
including the Group companiesʼ shareholdings.

4.1 Commitments and contingencies
Lease commitments

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Future payment commitments for operating leases

171.7

119.9

Up to 1 year

38.9

32.8

2 to 5 years

83.1

65.5

Over 5 years

49.7

21.6

CHF million

Operating assets and liabilities

Performance

Operating lease payments are charged to income (CHF 42.8 million in 2023/24 andCHF 37.1 million in 2022/23) on a straight-line basis over the lease term. The following tableshows the future minimum lease payments resulting from non-cancellable operating leases:

The increase in future payment commitments for operating leases is primarily due to newlease agreements signed for production facility expansions in Canada and Bulgaria.

Accounting principles
Operating lease agreements are lease agreements that do not qualify as finance leases and are not capitalized in the balance sheet.

Other commitments and contingencies
Financial year ended
30.06.2024

Financial year ended
30.06.2023

1.1

2.1

Property, plant, and equipment

9.2

8.8

Intangible assets

0.4

2.3

CHF million
Current endorsement liabilities

Other financial information

Capital and financial risk
management

Operating lease commitments mainly refer to the lease of buildings used for operational
purposes.

Report of the statutory auditor

Other disclosures

Investments committed to purchase from third parties:

dormakaba

Annual Report 2023/24

Consolidated financial statements

134

0.0

0.0

Sale of investments in associates

–1.0

0.0

Share of profit (loss)

0.1

0.6

Translation exchange differences

0.0

0.0

Investments in associates - 1 July

0.9

0.3

Result from associates

11.6

0.6

Share of profit (loss)

0.1

0.6

Profit from sale of investments in associates

11.5

0.0

Accounting principles
Investments in associates and joint ventures where dormakaba Group exercises significant influence but does not have control (i.e. usually aninterest between 20% and 50%) are accounted for using the equity method of accounting. Under the equity method, investments in associatedcompanies and joint ventures are initially recognized at costs and the carrying amount is increased or decreased to recognize dormakaba
Group’s share of the profit or loss of the associate or joint venture after the date of acquisition. Profit and loss are attributed to the owners of
the parent and to the minority interests, even if this results in a negative balance.

Performance

Increase of investments in associates

Operating assets and liabilities

0.9

Capital and financial risk
management

0.0

Other financial information

Financial year ended
30.06.2023

Other disclosures

Investments in associates - 30 June

Financial year ended
30.06.2024

Report of the statutory auditor

CHF million

Primary statements

4.2 Equity accounted investments

Consolidated financial statements

135

The following table summarizes all considerations paid for businesses, as well as the assets
and liabilities acquired and recognized at fair value as at the acquisition date for the 2023/24
financial year and 2022/23 in comparison.

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Total

Total

Total consideration

–2.1

8.9

Cash paid

4.2

8.7

Deferred payment

–6.3

0.0

Acquisition-related costs

0.0

0.2

Identifiable assets and liabilities

0.0

0.8

Cash and cash equivalents

0.0

1.1

Trade receivables

0.0

0.7

Property, plant, and equipment

0.0

0.1

Trade payables

0.0

–0.3

Accrued and other current liabilities

0.0

–0.8

Goodwill 1

–2.1

8.1

CHF million

1

Goodwill is capitalized or adjusted within intangible assets and disclosed in note on property, plant, and equipment/intangible assets (2.3).

In the period reported, no acquisitions were made. The change in deferred payments of
CHF 6.3 million is related to acquisitions from previous years. Of this amount, CHF 4.2 million
was paid out, while CHF 2.1 million was adjusted against goodwill. Goodwill is capitalized
within intangible assets and disclosed in the note on property, plant, and equipment/
intangible assets (2.3).
In the previous year, dormakaba acquired Alldoorco based in Nijkerk (NL) as per 1 August2022. Alldoorco contributed CHF 5.9 million to the net sales in the financial year ended
30 June 2023 and generated net sales of CHF 0.5 million from 1 July 2022 until the acquisition
date.

Business divestments

Operating assets and liabilities

Business combinations

Performance

Primary statements

4.3 Business combinations anddivestments

Capital and financial risk
management

Annual Report 2023/24

Other financial information

dormakaba

Report of the statutory auditor

Other disclosures

In the period reported and in the previous year, no material divestments were made.

dormakaba

Annual Report 2023/24

Consolidated financial statements

136

This section provides a general understanding of the preparation and consolidation principles
as well as an overview of the use of accounting estimates. In addition, it details any eventsoccurring between the balance sheet date and the date at which the financial statements
are approved by the BoD.

Primary statements

5. Other disclosures

5.1 About this report

Currency conversion
The consolidated financial statements are presented in Swiss francs (CHF), which is
dormakaba Group’s presentation currency. Items included in the financial statements ofeach dormakaba Group company are measured using the currency of the primary economic
environment in which that company operates (the “functional currency”).
Foreign currency transactions are converted into the functional currency of the appropriate
entity using the exchange rates prevailing as at the dates of the transactions. Foreignexchange gains and losses resulting from the settlement of such transactions and from thetranslation of monetary assets and liabilities denominated in foreign currencies at year-end
exchange rates are recognized in the income statement.
The assets and liabilities of subsidiaries reporting in currencies other than Swiss francs aretranslated at the exchange rates prevailing as at the balance sheet date. Income, expenses,
cash flows, and other movement items are translated at average exchange rates for theperiod. All resulting exchange differences are recognized in equity. Upon consolidation,exchange differences arising from the translation of the net investment in foreign companies
and from borrowings and other currency instruments designated as hedges of suchinvestments are taken to equity. When a foreign operation is sold, exchange differences that

Operating assets and liabilities
Capital and financial risk
management

The consolidated financial statements of dormakaba Group comply with Swiss law and havebeen prepared using the historical cost principle, except where disclosed in the accounting
policies below, and in accordance with Swiss GAAP FER as a whole (GAAP = Generally
Accepted Accounting Principles, FER = Fachempfehlung zur Rechnungslegung or “accounting
and reporting recommendations”). Furthermore, the accounting complies with the provisionsof the Listing Rules of SIX and Swiss company law. The accounting policies have been appliedconsistently by all Group companies. In the year under review, the Swiss GAAP FER
accounting principles remained unchanged except for the accounting for government grants.
The new Swiss GAAP FER standard “Government grants” (FER 28) has been implemented anddormakaba Group complies with all the requirements. No material amounts were granted bygovernments in the year under review and in the previous year. The revised standard“Consolidated Financial Statements” (FER 30), effective from 1 January 2024, wasimplemented in the 2022/23 financial year.

Other financial information

These consolidated financial statements were approved for issue by the BoD on 29 August2024 and will be presented for approval by the AGM on 10 October 2024.

Other disclosures

Basis for preparation

Report of the statutory auditor

The parent company of the Group is dormakaba Holding AG, a company limited by sharesthat is incorporated and domiciled in Rümlang (Switzerland). The address of its registeredoffice is Hofwisenstrasse 24, 8153 Rümlang, Switzerland. The company is listed on the SIX
Swiss Exchange.

Performance

Parent company of the Groupdormakaba

Annual Report 2023/24

Consolidated financial statements

137

The Group treats transactions with minority interests that do not result in a loss of control astransactions with the equity owners of the Group. A change in ownership interest results inan adjustment between the carrying amounts of the controlling interests and minority
interests to reflect their relative interests in the subsidiary.

Performance
Operating assets and liabilities
Capital and financial risk
management
Other financial information

Companies established or acquired or those in which the Group increases its interest andthereby obtains control during the year are consolidated as of the date of establishment or
the date when control commences. Companies are deconsolidated as of the date that
control effectively ceases upon disposal or a reduction in ownership interest. This rule isapplied similarly to investments in associates.

Other disclosures

The consolidated financial statements of dormakaba Group include the operations ofdormakaba Holding AG and all direct and indirect subsidiaries. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with theentity and it has the ability to affect those returns through its power over the entity. The
consolidated accounts are based on the annual financial statements of the individual
subsidiaries. All companies follow the uniform measurement and reporting practices
prescribed by the Group. In applying the full consolidation method, the assets, liabilities,
income, and expenses of all subsidiaries are included in their entirety. Minority interests inequity and profit are disclosed separately. Subsidiaries are consolidated from the date whencontrol is acquired. The identifiable assets and liabilities are revalued and included according
to the acquisition method. Any difference between the cost of acquisition and the fair valueof the Group’s share of net assets acquired constitutes goodwill. The net assets acquired
excludes the separate capitalization of intangible assets that were not previously
recognized. Subsidiaries sold are excluded from consolidation as of the date when control
ceases. All intercompany balances, transactions, and intercompany profits are eliminatedupon consolidation. Investments in associates and joint ventures where dormakaba Group
exercises significant influence but does not exercise control (i.e. usually an interest between
20% and 50%) are accounted for using the equity method of accounting. Under the equity
method, investments in associated companies and joint ventures are initially recognized atcost and the carrying amount is increased or decreased to recognize dormakaba Group’s
share of the profit or loss of the associate/joint venture after the date of acquisition. Profit
and loss are attributed to the owners of the parent and to the minority interests, even if thisresults in a negative balance. Investments in which dormakaba Group does not havesignificant influence (i.e. dormakaba Group’s interest is usually less than 20%) are recorded
at cost.

Report of the statutory auditor

Basis of consolidation

Primary statements

were recorded in equity are recycled to the income statement as part of the gain or loss on
the sale.

dormakaba

Annual Report 2023/24

Consolidated financial statements

138

Use of estimates
Primary statements

The preparation of financial statements in accordance with Swiss GAAP FER requires the useof estimates and assumptions, which have an effect on the reported value of assets andliabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported value of revenues and expenses during the reporting period.
Although these estimates are based on Management’s best knowledge of current events aswell as actions that dormakaba Group may undertake in the future, the actual results may
differ from the estimates.

Note
1.6

Provisions

2.4

Use of accounting estimates
For the purpose of testing impairment, goodwill and assets are grouped in cash-generating units for which cash flows are separately
identifiable. The Group estimates the recoverable amount of those cash-generating units, which generally represent their value in use. Value in
use is calculated using the discounted cash flow method. The estimates used in these calculations are based on updated budgets and mediumterm plans covering a period of three years. Cash flows beyond the projection period are extrapolated in perpetuity.
When the carrying amount exceeds its recoverable amount, an impairment loss is recognized separately in the income statement. The
recoverable amount is the higher of fair value less cost of disposal and value in use.

Capital and financial risk
management

In accordance with Swiss GAAP FER, assets are subject to an impairment test based on
indicators reflecting a possible impairment of the individual assets. Therefore, the following
accounting estimates apply to all assets in general.

2.5

Other financial information

Accrued pension costs and benefits

Operating assets and liabilities

2.3, 5.2

Other disclosures

Testing goodwill and assets for impairment

Report of the statutory auditor

Use of accounting estimates
Deferred income taxes

Performance

The most important accounting estimates are described in the box at the end of the note towhich they relate as per the following table:dormakaba

Annual Report 2023/24

Consolidated financial statements

139

Primary statements

5.2 Alternative performancemeasures (APM)
Some of the key figures used by dormakaba to measure the financial performance are notdefined by Swiss GAAP FER. The comparability of these figures with those of other companies
might be limited. Explanations and reconciliations of these APMs are disclosed below.

EBITDA and EBIT adjusted by items
affecting comparability (IAC)

Adjusted EBITDA (Adjusted operating profit before
depreciation and amortization)

416.9

14.7

384.8

13.5

Items affecting comparability (IAC) - EBITDA–123.8

–4.4

–59.0

–2.1

EBITDA (Operating profit before depreciation andamortization)

293.1

10.3

325.8

11.4

Adjusted EBIT (Adjusted operating profit)

344.0

12.1

307.5

10.8

Items affecting comparability (IAC) - EBIT

–179.0–6.3–118.5–4.2

EBIT (Operating profit)

165.0

5.8

189.0

6.6

IACs are defined as significant costs and income that, because of their exceptional nature,cannot be viewed as inherent to the Groupʼs underlying performance. The content of theseexcluded items is summarized in the table below and the reconciliation with EBIT defined by
Swiss GAAP FER is disclosed in segment reporting:

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Items affecting comparability (IAC) - EBITDA

123.8

59.0

Reorganization and restructuring expenses

125.7

56.5

(Gain) Loss on divestment of businesses

2.4

0.0

Other exceptional items

–4.3

2.5

179.0

118.5

CHF million

Items affecting comparability (IAC) - EBIT
Depreciation and amortization

1

Items affecting comparability (IAC) - EBITDA
1

55.2

59.5

123.8

59.0

In 2023/24: CHF 49.5 million relates to amortization of goodwill (previous year: CHF 59.5 million) and is included in other operating expenses, disclosed in the noteon other operating expenses (1.4).

Reorganization and restructuring comprise transformation expenses in relation todormakabaʼs Shape4Growth transformation program, which aims to further consolidate theglobal production footprint, to reduce the supplier base, to improve sourcing capabilities, torefocus Product Development through a single global roadmap and to optimize its General &Administrative functions by leveraging shared service centers for Human Resources andFinance. Strategic IT harmonization projects to support the transformation and which are

Operating assets and liabilities%

Capital and financial risk
management

Financial year ended
30.06.2023

Other financial information%

Other disclosures

Financial year ended
30.06.2024

Report of the statutory auditor

CHF million, percentages of net sales

Performance

Earnings before interest, taxes, depreciation, and amortization (EBITDA) corresponds to theoperating result (EBIT) before depreciation and amortization. By adjusting EBITDA and EBIT
for items affecting comparability (IAC), transparency is further increased and thecomparability of the Groupʼs operational performance on a period-to-period basis is
improved.

dormakaba

Annual Report 2023/24

Consolidated financial statements

140

closely related to the execution of the Shape4Growth transformation, such as ERP
harmonization and accelerated IT infrastructure optimization, including state-of-the-art
business continuity management across applications and processes, are also included.
Primary statements

Other exceptional items comprise revaluation gains or losses, significant gains on sale ofproperty, plant, and equipment, as well as other significant items that cannot be viewed as
inherent to the Groupʼs underlying performance.
IACs within depreciation and amortization mainly relates to amortized goodwill, which istreated as IAC to increase comparability with historical EBIT and with other financial
statements that apply accounting policies which do not result in goodwill amortization.

101.9

98.5

Additions of property, plant, and equipment

64.9

61.5

Additions of intangible assets (excluding goodwill)

37.0

37.0

Financial year ended
30.06.2024

Financial year ended
30.06.2023

Free cash flow and free cash flow before
acquisitions/divestments
Free cash flow consists of cash flow from operating activities together with cash flow frominvesting activities. Free cash flow before acquisitions/divestments excludes the cash
effective movements arising from acquisitions/divestments.

CHF million
Free cash flow before acquisitions/divestments

196.8

189.2

Acquisition of subsidiaries, net of cash acquired

–4.2

–12.3

Sale of subsidiaries, net of cash sold

–0.1

–0.3

Sale of investment in associates and joint ventures

12.1

0.0

Free cash flow

204.6

176.6

Net cash from operating activities

286.2

288.4

Net cash used in investing activities–81.6–111.8

Capital and financial risk
management

Capital expenditure

Other financial information

Financial year ended
30.06.2023

Other disclosures

Financial year ended
30.06.2024

CHF million

Report of the statutory auditor

Capital expenditure (Capex) consists of the additions in property, plant, and equipment andthe additions of intangible assets excluding goodwill.

Operating assets and liabilities

Performance

Capital expendituredormakaba

Annual Report 2023/24

Consolidated financial statements

141

Net working capital

Financial year ended
30.06.2023

704.3

694.0

Trade receivables

2.1

483.1

461.2

Inventories

2.2

497.0

487.7

Trade payables–180.2–163.5

Advances from customers

–51.8

–49.3

Deferred income

–43.8

–42.1

Financial year ended
30.06.2024

Financial year ended
30.06.2023

10.1%

10.1%

2,837.1

2,848.8

286.2

288.4

Operating cash flow margin
Operating cash flow margin is calculated as the ratio of net cash from operating activities to
net sales.

CHF million

Note

Operating cash flow margin
Net sales

1.2

Net cash from operating activities

Organic sales growth

Other financial information

Organic growth in sales is calculated by adjusting the current year’s sales for acquisition
impact and comparing it to the previous year’s sales adjusted for currency translations anddivestment impact.
The relative changes resulting from translation exchange differences and impacts fromdivestment are calculated based on the total sales for the previous period. The relativechanges resulting from acquisition and organic sales growth are calculated based on the
total sales for the previous year, adjusted for the effects of translation exchange differences
and impacts from divestment.

CHF million,
except where indicated
Net sales
Change in sales
Of which translation exchange difference

Financial year ended
30.06.2024

Capital and financial risk
management

Operating assets and liabilities

Net working capital

Performance

Financial year ended
30.06.2024%

2,837.1

Financial year ended
30.06.2023%

2,848.8

–11.7

–0.4

91.9

3.3

–139.5–4.9–109.2–4.0

Of which acquisition impact

0.0

0.0

33.9

1.3

Of which divestment impact

–0.1

0.0

–50.2

–1.8

Of which organic sales growth

127.9

4.7

217.4

8.4

Other disclosures

Note

Report of the statutory auditor

CHF million

Primary statements

Net working capital is used by the Group to measure the efficiency of the segment inmanaging financial resources and complements the Group’s performance management.
dormakaba defines net working capital as trade receivables plus inventories, minus the sumof trade payables, advances from customers, and deferred income.

dormakaba

Annual Report 2023/24

Consolidated financial statements

142

Return on capital employed (ROCE)

Adjusted EBIT

343.9

307.5

Average CE (Capital employed)

1,184.4

1,222.7

689.9

729.1

Average property, plant, and equipment

394.0

401.4

Average intangible assets (excluding goodwill)

100.5

92.2

Average net working capital

5.2

5.3 Events after the balance sheet
date
On 10 June 2024 dormakaba announced that it has signed an agreement to sell the South
African entity dormakaba South Africa (Pty) Ltd to the local management. At issue date thetransaction is pending due to the final approval from the relevant local authorities.

Operating assets and liabilities

25.1%

Capital and financial risk
management

29.0%

Other financial information

ROCE (Return on capital employed)

Other disclosures

Financial year ended
30.06.2023

Note

Report of the statutory auditor

Financial year ended
30.06.2024

CHF million

Performance

Primary statements

EBIT divided by capital employed (CE) results in ROCE. dormakaba bases the calculation on a
12-month rolling EBIT, adjusted for items affecting comparability (IAC). CE equals the sum of
net working capital, property, plant, and equipment, and intangible assets excluding
goodwill. For the calculation, the average of the last three published balance sheetsʼ
information is considered (30 June 2024, 31 December 2023, and 30 June 2023). For theprevious year comparison, the same principles were applied.

Consolidated financial statements

143

5.4 Legal structure of thedormakaba GroupAs at 30 June 2024

CHF

420.0

dormakaba Holding GmbH + Co. KGaA

Ennepetal/DE

EUR

27,642.1

Ennepetal/DE

EUR

1,000.0Group companies with shareholdings

Publicly Listed Company
52.5%

dormakaba Holding AG

47.5%

Familie Mankel Industriebeteiligung GmbH+ Co. KGaA

52.5%

dormakaba Holding AG

All of the following companies are held directly or indirectly by dormakaba Holding GmbH + Co. KGaA. The voting rights listed for these companies
represent the voting rights of this sub-holding. dormakaba shareholders ultimately benefit from the 52.5% share of the cash flows generated by these
entities.
dormakaba International Holding AG

Rümlang/CH

CHF

101.0

100%

dormakaba Holding GmbH + Co. KGaAADUK Products Ltd.

Nuneaton/GB

GBP

0.1

100%

dormakaba UK Holding Limited

Advanced Diagnostics Ltd.

Nuneaton/GB

GBP

0.1

100%

ADUK Products Ltd.

Alldoorco Bedrijfsdeuren B.V.

2

Alldoorco Service & Onderhoud B.V.
Aluminum Services Inc.

Nijkerk/NL
2

2

dormakaba Nederland B.V.

Nijkerk/NL

dormakaba Nederland B.V.

Randolph/US

dormakaba USA Inc.

Alvarado Manufacturing Co. Inc.

Chino/US

USD

100.0

100%

dormakaba U.S. Holding Ltd.

any2any GmbH

Munich/DE

EUR

Atimo Personeelstechniek B.V.

Utrecht/NL

EUR

38.6

31%

dormakaba International Holding GmbH

72.9

100%

AtiQx Holding B.V.

AtiQx Holding B.V.

Utrecht/NL

EUR

201.5

100%

dormakaba Nederland B.V.

ATM-Türautomatik GmbHAXE S.A.S.

Gleisdorf/AT

EUR

35.0

100%

dormakaba Austria GmbH

Bonneuil Sur Marne/FR

EUR

38.1

100%

dormakaba France S.A.S.

Best Doors Australia Pty. Ltd.

Hallam/AU

AUD

5,565.7

100%

dormakaba Holding Australia Pty. Ltd.

2

Hallam/AU

AUD

0.0

100%

Best Doors Australia Pty. Ltd.

Corporación Cerrajera Alba, S.A. de
C.V.

Edo. de México/MX

MXN

202,059.4

100%

dormakaba Canada Inc.

Danmar Australia Pty. Ltd. 2

Hallam/AU

AUD

0.1

100%

Reliance Doors Pty. Ltd.

Dörken + Mankel VerwaltungsGesellschaft mit beschränkter
Haftung

Ennepetal/DE

EUR

30.0

100%

dormakaba Holding GmbH + Co. KGaA

DORMA Arabia Automatic Doors
Company Ltd.

Dammam/SA

SAR

10.0

95%

dormakaba International Holding GmbH5%

dormakaba Deutschland GmbH

DORMA Ghana Limited

Accra/GH

GHS

1,850.0100%

dormakaba International Holding GmbH

DORMA HUEPPE Pty. Ltd.

Regents Park/AU

AUD

5,374.4

100%

dormakaba Holding Australia Pty. Ltd.

DORMA Hüppe Asia Sdn. Bhd.

Senai, Johor/MY

MYR

2,510.0

100%

DORMA Hüppe Raumtrennsysteme GmbH

DORMA Hüppe Austria GmbH

Linz/AT

EUR

146.0

100%

DORMA Hüppe Raumtrennsysteme GmbH

DORMA Hüppe S.A.

Brugge/BE

EUR

3,300.0

100%

DORMA Hüppe Raumtrennsysteme GmbH

DORMA Hüppe Raumtrennsysteme
GmbH

Westerstede/DE

EUR

3,000.0100%

dormakaba Holding GmbH + Co. KGaA

dormakaba Access Indonesia, PT

Jakarta/IN

IDR

2,555,199.5

90%

dormakaba International Holding GmbH10%

dormakaba Deutschland GmbHBest Doors Victoria Pty. Ltd.

dormakaba Access Solutions LLC

Doha/QA

QAR

200.0

100%

dormakaba International Holding GmbHdormakaba Access Solutions (China)
Ltd.

Shanghai/CN

USD

3,000.0100%

dormakaba International Holding GmbHdormakaba Australia Pty. Ltd.

Hallam/AU

AUD

0.0

100%

dormakaba Holding Australia Pty. Ltd.

Performance

Rümlang/CH

Ownership
30.06.2024

Operating assets and liabilities

dormakaba Holding AG

dormakaba Beteiligungs-GmbH

Sharecapitalin 1,000

Capital and financial risk
management

Currency

Other financial information

Registered office

Other disclosures

Company

Primary statements

Annual Report 2023/24

Report of the statutory auditor

dormakaba

100%

dormakaba International Holding AG

2,416.3

100%

dormakaba International Holding AG

dormakaba Brasil Soluções de Acesso
Ltda. 3

São Paulo/BR

BRL

23,470.5100%

dormakaba International Holding AG

dormakaba Bulgaria Ltd. 3

Sofia/BG

BGN

2,056.0100%

dormakaba International Holding GmbHdormakaba business services Bulgaria
Ltd. 1

Sofia/BG

BGN

200.0

100%

dormakaba International Holding GmbHdormakaba Canada Inc.

Montreal/CA

CAD

1.0

100%

dormakaba International Holding AG

dormakaba Cesko s.r.o.

Praha/CZ

CZK

100.0

100%

dormakaba International Holding GmbH3

Suzhou/CN

USD

12,500.0100%

dormakaba International Holding GmbHdormakaba (China) Technologies Ltd.

Shenzhen/CN

CNY

69,500.0100%

dormakaba Hong Kong Limited

dormakaba Danmark A/SAlbertslund/DK

DKK

696.0

100%

dormakaba International Holding AG

dormakaba Deutschland GmbH

Ennepetal/DE

EUR

126,780.0

100%

dormakaba Holding GmbH + Co. KGaA

DORMAKABA DOO BEOGRAD

Beograd/RS

RSD

4,474.3

100%

dormakaba International Holding GmbHdormakaba España S.A.U.

Madrid/ES

EUR

600.0

100%

dormakaba International Holding AG

dormakaba Eurasia LLC

Moscow/RU

RUB

213,000.0

100%

dormakaba International Holding GmbHdormakaba Finance AG

Rümlang/CH

CHF

100.0

100%

dormakaba Holding GmbH + Co. KGaA

dormakaba Finance GmbH

Ennepetal/DE

EUR

25.0

100%

dormakaba Holding GmbH + Co. KGaA

dormakaba France S.A.S.

Antony/FR

EUR

5,617.2

100%

dormakaba International Holding AG

dormakaba Gulf FZE

Dubai/AE

USD

9,524.9100%

dormakaba International Holding GmbHdormakaba Holding Australia Pty. Ltd.

Hallam/AU

AUD

11,600.0100%

dormakaba Singapore Pte. Ltd.

dormakaba Hong Kong Limited

Hong Kong/HK

HKD

100.0

100%

dormakaba Nederland B.V.

dormakaba Hrvatska d.o.o.

Zagreb/HR

EUR

749.9

100%

dormakaba International Holding GmbHdormakaba Immobilien GmbH

VillingenSchwenningen/DE

EUR

50.0

100%

dormakaba Holding GmbH + Co. KGaA

dormakaba India Private Limited

Chennai/IN

INR

1,147,197.3

100%

dormakaba International Holding GmbHdormakaba International HoldingGmbH

Ennepetal/DE

EUR

110.0

100%

dormakaba Holding GmbH + Co. KGaA

dormakaba Ireland Limited 3

Kildare/IE

EUR

100.0

100%

dormakaba International Holding GmbHdormakaba Italia Srl.

Milano/IT

EUR

260.0

100%

dormakaba Schweiz AG

dormakaba Japan Co. Ltd.

Tokyo/JP

JPY

120,000.0

100%

dormakaba Schweiz AG

dormakaba Kapi Ve Güvenlik
Sistemleri Sanayi Ve Ticaret A.S.

Istanbul/TR

TRY

3,750.099%

dormakaba International Holding GmbHdormakaba China Ltd.

1%dormakaba Kenya Limited

Nairobi/KE

KES

40,000.0

99%
1%

dormakaba Deutschland GmbHdormakaba International Holding GmbHdormakaba Deutschland GmbHdormakaba Korea Inc.

Seoul/KR

KRW

150,000.0

100%

dormakaba International Holding GmbHdormakaba Kuwait for Ready Made
Windows LLC

Kuwait City/KW

KWD

10.0

49%

dormakaba International Holding GmbH51%

dormakaba Middle East SPV Ltd.

dormakaba Luxembourg S.A.

Wecker/LU

EUR

300.0

100%

dormakaba International Holding AG

dormakaba Magyarorszàg Zrt.

Budapest/HU

HUF

251,000.0

100%

dormakaba Holding GmbH + Co. KGaA

dormakaba Malaysia SDN BHD

Selangor/MY

MYR

800.0

100%

dormakaba Nederland B.V.

dormakaba Maroc SARL

Casablanca/MA

MAD2,000.0100%

dormakaba International Holding GmbHdormakaba México, S. de R.L. de C.V.

Mexico City/MX

MXN

3.0

97%

dormakaba International Holding GmbH3%

dormakaba Deutschland GmbHdormakaba Middle East (LLC)

Dubai/AE

AED

7,700.049%

dormakaba International Holding GmbH51%

dormakaba Middle East SPV Ltd.

N/A

100%

dormakaba International Holding AG

dormakaba Middle East SPV Limited

Abu Dhabi/AE

AED

dormakaba Nederland B.V.

Dodewaard/NL

EUR

11.7

100%

dormakaba International Holding GmbHdormakaba New Zealand Limited

Auckland/NZ

NZD

384.0

100%

dormakaba Nederland B.V.

Drammen/NO

NOK

1,812.5100%

dormakaba International Holding AG

dormakaba Norge A/S

3

Primary statements

1,460.0

EUR

Performance

EUR

Bruges/BE

Operating assets and liabilities

Herzogenburg/AT

dormakaba Belgium N.V.

Capital and financial risk
management

dormakaba Austria GmbH

144

Other financial information

Consolidated financial statements

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba

PHP

18,000.0100%

dormakaba International Holding GmbH

Konstancin-Jeziorna/
PL

PLN

10,000.0100%

dormakaba International Holding AG

dormakaba Portugal, Unipessoal Lda.

Lisbon/PT

EUR

50.0

100%

dormakaba International Holding GmbHdormakaba Production GmbH + Co.
Kommanditgesellschaft

Ennepetal/DE,
Singapore/SGP

EUR

2,560.0100%

dormakaba Deutschland GmbHdormakaba Production GmbH

Ennepetal/DE

EUR

50.0

100%

dormakaba Deutschland GmbHdormakaba Production Malaysia SDN.
BHD.

Melaka/MY

MYR

5,000.0100%

dormakaba International Holding GmbHdormakaba Romania S.R.L.

Bucharest/RO

RON

4,705.8100%

dormakaba International Holding GmbHdormakaba SAL GmbH

Velbert/DE

EUR

255.7

100%

dormakaba Deutschland GmbHdormakaba Schweiz AG

Wetzikon/CH

CHF

6,800.0100%

dormakaba International Holding AG

dormakaba Services B.V.

Dodewaard/NL

EUR

100.0

100%

dormakaba Nederland B.V.

dormakaba Singapore Pte Ltd

Singapore/SGP

SGD

13,300.0100%

dormakaba Production GmbH + Co. KG

dormakaba Slovensko s.r.oBratislava/SK

EUR

6.6

100%

dormakaba International Holding GmbH

Johannesburg/ZA

ZAR

40,001.0

100%

dormakaba International Holding GmbHdormakaba Suomi Oy

Helsinki/FI

EUR

67.3

100%

dormakaba International Holding GmbHdormakaba Sverige AB

Västra Frölunda/SE

SEK

500.0

100%

dormakaba Nederland B.V.

dormakaba (Thailand) Ltd.

Bangkok/TH

THB

13,490.0100%

dormakaba International Holding GmbHdormakaba UK Holding Limited

Hitchin/GB

GBP

173.0

100%

dormakaba International Holding GmbHdormakaba UK Limited

Hitchin/GB

GBP

250.0

100%

dormakaba International Holding GmbHdormakaba Ukraine LLC

Kiev/UA

EUR

250.0

99%

dormakaba International Holding GmbHdormakaba Uruguay S.AMontevideo/UY

UYU

10.8

100%

dormakaba U.S. Holding Ltd.

Wilmington/US

USD

470,000.0

59.52%
17%
23.48%

dormakaba Deutschland GmbHdormakaba International Holding GmbHdormakaba Schweiz AG
dormakaba Nederland B.V.
dormakaba International Holding AG

dormakaba USA Inc.

Indianapolis/US

USD

1.0

100%

dormakaba U.S. Holding Ltd.

dormakaba Workforce Solutions LLC

Wilmington/US

USD

19.7

100%

dormakaba U.S. Holding Ltd.

Eminence S.A.S.

2

Guitrancourt/FR

dormakaba France S.A.S.

E Plus Building Products Pty. Ltd.

Hallam/AU

AUD

0.2

100%

E Plus Nominees Pty. Ltd.

Ezi Roll Doors Australia Pty. Ltd.

Hallam/AU

AUD

12,600.7100%Best Doors Australia Pty. Ltd.

Farpointe Data Inc.

San Jose/US

USD

1,701.7

100%

dormakaba USA Inc.

Fermatic S.A.S.

Guitrancourt/FR

EUR

260.0

100%

dormakaba France S.A.S.

Fermatic AFH S.A.S.

Octeville-sur-Mer/FR

EUR

12.5

100%

dormakaba France S.A.S.

Fermatic Agence Normandie S.A.S.

Saint-Jacques-surDarnétal/FR

EUR

350.0

100%

dormakaba France S.A.S.

Fermatic Fresnais S.A.S.

Saint-Luce-Sur-Loire/
FR

EUR

32.0

100%

dormakaba France S.A.S.

Fermetures GROOM S.A.S.

Javené/FR

EUR

1,500.0100%

dormakaba France S.A.S.

Forponto Informática S.A.

São Paulo/BR

BRL

10.0

100%

Task Sistemas de Computação S.A.

Gliderol International Pty. Ltd.

Hallam/AU

AUD

5.0

100%

Reliance Doors Pty. Ltd.

3

Lima/PE

PEN

14,498.1

100%

dormakaba International Holding AG

H. Cillekens & ZN BV, Roermond/NL

Roermond/NL

EUR

15.9

100%

dormakaba Nederland B.V.

Jaqmar Pty. Ltd.

Hallam/AU

AUD

6,195.1

100%

Best Doors Australia Pty. Ltd.

Kaba do Brasil Ltda.

São Paulo/BR

BRL

32,051.2

100%

dormakaba International Holding AG

Kaba Holding AG

Rümlang/CH

CHF

100.0

100%

dormakaba International Holding AG

Kaba Ilco Corp.

Rocky Mount/US

USD

56,897.6

100%

dormakaba U.S. Holding Ltd.

Kaba Ltd.

Tiverton/GB

GBP

6,300.0100%

dormakaba UK Holding Limited

Kaba Mas LLC

Lexington/US

USD

880.7

100%

dormakaba U.S. Holding Ltd.

Kilargo Pty. Ltd.

Hallam/AU

AUD

1.0

100%

dormakaba Holding Australia Pty. Ltd.

KIWS Property LLC

Delaware/US

N/A

100%

dormakaba USA Inc.

Grupo Klaus S.A.C.

Capital and financial risk
management

1%

Other financial information

dormakaba South Africa (Pty.) Ltd.

3

Primary statements

Makati City/PHdormakaba Polska sp.z.o.o.

Performancedormakaba Philippines Inc.

145

Operating assets and liabilities

Consolidated financial statements

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba

Consolidated financial statements

Legic Identsystems AG

Wetzikon/CH

CHF

500.0

100%

dormakaba Schweiz AG

Minda Silca Engineering Pvt. Ltd.

New Delhi/IN

INR

107,510.0

65%

dormakaba International Holding AG

Modernfold Inc.

Greenfield/US

USD

0.0

100%

dormakaba USA Inc.

Modernfold of Nevada LLC.

Greenfield/US

USD

0.0

100%

Modernfold Inc.

MultiGlazingSystems Limited

Oldbury/GB

GBP

0.3

100%

dormakaba UK Limited

Hong Kong/HK

Wah Yuet Hong Kong Limited

Perfect Lease S.A.S.

Guitrancourt/FR

Poksundo GmbH 2

VillingenSchwenningen/DE

EUR

8.0

100%

Fermatic S.A.S.

Rafi Shapira & Sons Ltd.

Rishon LeZion/IL

ILS

0.1

30%

dormakaba International Holding GmbH

Reliance Doors Pty. Ltd.

Hallam/AU

AUD

768.5

100%

dormakaba Holding Australia Pty. Ltd.

Resolute Testing Laboratories Pty. Ltd.

Hallam/AU

AUD

0.1

100%

Kilargo Pty. Ltd.

R.T.R. Services Limited

Derbyshire/GB

GBP

6,270.0100%

dormakaba UK Limited

Serrurerie Chaudronnerie Bouffier
Alain et Heurtaut Jean Claude SCBH
S.A.S.

Freneuse/FR

EUR

300.0

100%

dormakaba France S.A.S.

Silca GmbH

Velbert/DE

EUR

358.0

100%

dormakaba Holding GmbH + Co. KGaA

Silca Key Systems S.A.

Barcelona/ES

EUR

162.3

100%

dormakaba Holding GmbH + Co. KGaA

Silca S.A.S.

Porcheville/FR

EUR

797.7

100%

dormakaba France S.A.S.

Silca S.p.A.

Vittorio Veneto/IT

EUR

10,000.0

97%

dormakaba Holding GmbH + Co. KGaA

3%

dormakaba Schweiz AG

Tocancipa/CO

COP

4,973,013.8

65.92%

dormakaba International Holding AG

Skyfold Inc.

Quebec/CA

CAD

113,994.5

32.52%

dormakaba Schweiz AG

100%

dormakaba Canada Inc.

Smart Access Solutions Company Ltd.

Riyadh/SA

SAR

25.0

100%

dormakaba Middle East SPV Limited

Solus Security Systems Private Limited

Mumbai/IN

Task Sistemas de Computação S.A.

Rio de Janeiro/BR

INR

100.0

100%

dormakaba India Private Limited

BRL

26,438.7

100%

dormakaba International Holding AG

TLHM Co. Ltd.

Taiwan/TWN

TWD

270,000.0

100%

dormakaba International Holding AG

Transquest Tag & Tracing Solutions
B.V.

Utrecht/NL

EUR

18.0

100%

AtiQx Holding B.V.

WAH MEI Access Security Technology
Co. LTD.

Taishan/CN

USD

15,000.0

100%

Wah Yuet Hong Kong Limited

Wah Yuet Hong Kong Limited

Hong Kong/HK

HKD

768,250.0

100%

dormakaba Schweiz AG

Wah Yuet (Ng’s) Overseas Co. Ltd.

Tortola/VG

USD

13,289.0

100%

Wah Yuet Hong Kong Limited

1

Changes in scope of consolidation from acquisitions and foundations (comparison to previous year)

2

Changes in scope of consolidation from divestments, liquidations, internal mergers or status change to dormant (comparison to previous year)

3

Changes in equity and/or ownership (comparison to previous year): dormakaba Brasil Soluções de Acesso Ltda. decreased its share capital from BRL 35,160,700 /dormakaba Bulgaria Ltd. decreased its share capital from EUR 1,314,100 / dormakaba China Ltd. decreased its share capital from CNY 127,759,100 / dormakaba
Ireland Limited decreased its share capital from EUR 1,500,000 / dormakaba Norge A/S increased its share capital from NOK 1,798,000 / dormakaba South Africa(Pty.) Ltd. increased its share capital from ZAR 1,000 / Grupo Klaus S.A.C. increased its share capital from PEN 11,516,200

Operating assets and liabilities

Silca South America S.A.

Performancedormakaba International Holding GmbH

Capital and financial risk
management

Path Line (China) Ltd.

2

146

Primary statements

Annual Report 2023/24

Other financial information

dormakaba

Apart from dormakaba Holding AG in Rümlang, none of the companies in the dormakaba Group’s scope of consolidation is listed on a stock exchange. The
registered shares of dormakaba Holding AG are traded on the SIX Swiss Exchange (security no./ISIN: 1179595/CH 0011795959). As at 30 June 2024, the company’smarket capitalization was CHF 1,932.1 million.

Report of the statutory auditor

Other disclosures

This disclosure meets the requirements of the GRI standards (Disclosure 102-45).

Other financial information

Capital and financial risk
management

Operating assets and liabilities

Performance

Primary statements

Report of the statutory auditor

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba147

Other financial information

Capital and financial risk
management

Operating assets and liabilities

Performance

Primary statements

Report of the statutory auditor

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba148

Other financial information

Capital and financial risk
management

Operating assets and liabilities

Performance

Primary statements

Report of the statutory auditor

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba149

Other financial information

Capital and financial risk
management

Operating assets and liabilities

Performance

Primary statements

Report of the statutory auditor

Other disclosures

Annual Report 2023/24

Report of the statutory auditor

dormakaba
150

dormakaba
Annual Report 23/24

Financial
Statements
dormakaba
Holding AG

Annual Report 2023/24

Financial statements dormakaba Holding AG 152

Letter to Shareholders

Balance sheet
Assets

0.1

0.2

0.2

Total current assets

0.3

0.3

Non-current assets
Investments

2.1

704.9

704.9

Loans to Group companies

2.2

169.4

171.2

Total non-current assets

874.3

876.1

Total assets

874.6

876.4

Financial year
ended 30.06.2024

Financial year
ended 30.06.2023

Other current liabilities: third parties

0.7

1.0

Total current liabilities

0.7

1.0

2.3

11.3

11.7

2.4

0.4

0.4

1.5

21.4

261.0

261.0

5.7

9.1

555.3

522.5

Liabilities and equity
CHF million

Note

Current liabilities

Long-term provisions
EquityShare capital
Legal capital reserves- capital contribution reserves
Legal reserves
Reserves for treasury shares

2.6

Statutory retained earnings- available earnings carried forward
Net profit for the year

38.7

49.3

Total equity

862.6

863.7

Total liabilities and equity

874.6

876.4

Business Performance

0.1

Other current assets: third parties

Corporate Information

Cash and cash equivalents

Corporate Governance
ReportCurrent assets

Group Financial
Performance

Financial year
ended 30.06.2023

Compensation Report

Financial year
ended 30.06.2024

Consolidated financial
statements

Note

Financial statements
dormakaba Holding AG

CHF million

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Financial statements dormakaba Holding AG 153

Income statement
CHF million

Note

Financial year
ended 30.06.2024

Financial year
ended 30.06.2023

3.1

Letter to Shareholders

dormakaba

Total operating revenues

46.0

57.0

–3.3

–3.2

–0.1

–0.1

Operating expenses
Financial expenses

3.2

Cost of services provided by Group companies
Personnel expenses

–3.2

–2.9

Other operating expenses

3.3

–0.8

–0.9

Direct taxes

3.4

0.1

–0.6

Total operating expenses

–7.3

–7.7

Net profit for the period

38.7

49.3

Business Performance

1.6

Corporate Information

0.0

Corporate Governance
ReportOther financial income

Compensation Report

5.1

Consolidated financial
statements

50.3

5.9

Financial statements
dormakaba Holding AG

40.1

Interest from loans to Group companies

Five-year performanceoverview

Dividend income from investments

Group Financial
Performance

Operating revenues

dormakaba

Annual Report 2023/24

Financial statements dormakaba Holding AG 154

Letter to Shareholders

Notes to the financial
statements

Group Financial
Performance

1. Principles
1.1 General

Business Performance

These annual financial statements were prepared in accordance with the provisions of the
Swiss accounting law (Title 32 of the Swiss Code of Obligations [CO]). The main valuation
principles applied that are not prescribed by law are described below.

Corporate Information

In accordance with the provisions of the Swiss accounting law (article 961d para. 1 CO), thecompany does not provide a management report, a cash flow statement, or additional
information in the notes and refers instead to the consolidated financial statements ofdormakaba Holding AG for the relevant information.

1.2 Loans to Group companies and otherfinancial assets

Corporate Governance
ReportLoans granted to Group companies and other financial investments in foreign currencies arevalued at the market rate on the balance sheet date. The valuation is at nominal values,
taking into consideration any impairment required.

1.3 Investments

Compensation Report

Investments are valued in accordance with the principle of individual valuation. General value
adjustments can be applied.

1.4 Dividend income

2.1 Investments
Share capitalin local currency

Voting rights
in %dormakaba Holding GmbH + Co. KGaA, Ennepetal/DE

EUR

27,642,105

52.5

dormakaba Beteiligungs-GmbH, Ennepetal/DE

EUR

1,000,000

52.5

There are no changes to the investments.

Five-year performanceoverview

2. Information on balance sheet
items

Financial statements
dormakaba Holding AG

Consolidated financial
statements

Dividend income is recorded when payment is received.

CHF

1.50%

169.4

171.2

169.4

171.2

Total loans to Group companies

2.3 Long-term provisions
These provisions relate to general risks.

2.4 Share capital
As at 30 June 2024, the share capital amounted to CHF 420,002.60 divided into 4,200,026
registered shares at a par value of CHF 0.10.
Conditional capital as at 30 June 2024 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 toincrease or reduce the share capital once or several times and in any amounts or to acquireor dispose of shares directly or indirectly, until 5 October 2028, or until an earlier expiry of thecapital 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 to420,000 registered shares with a nominal value of CHF 0.10 each, as applicable, or byincreasing or reducing the nominal value of the existing registered shares within the limits ofthe capital range or by simultaneous reduction and reincrease of the share capital.

Group Financial
Performance

Financial year
ended 30.06.2023

Business Performance

Financial year
ended 30.06.2024

Corporate Information

Interest rate

Corporate Governance
Reportdormakaba International Holding AG, Rümlang/CH

Currency

Compensation ReportCounterparty

Consolidated financial
statements

2.2 Loans to Group companies

Letter to Shareholders

Financial statements dormakaba Holding AG 155

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

1,170,605

27.9

1,170,496

27.9

9,027

0.2

13,577

0.3

SEO Management AG

339,1098.1

126,059

3.0

UBS Fund Management (Switzerland) AG

171,679

4.1--

Other public shareholders

2,496,743

59.5

2,870,417

68.3

Total public shareholders

3,007,531

71.7

2,996,476

71.3

BoD members

228,773

5.5

228,434

5.4

EC members

5,094

0.1

11,9380.3Group’s treasury shares
Public shareholders

BoD and EC members 22
3

233,8675.6

240,372

5.7–221,004–5.4–220,895–5.2

Total shares

4,200,026

100.0

4,200,026

100.0

The following persons are party to the pool agreement dated 29 April 2015, updated 7 December 2021: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA /Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, CM Beteiligungs-GmbH / Ennepetal, CMFamilienstiftung / Düsseldorf, Laetitia Brecht-Bergen / Düsseldorf, Leander Brecht-Bergen / Düsseldorf, Stephanie Brecht-Bergen / Düsseldorf, SBB BeteiligungsGmbH / Ennepetal, as well as Martina Bössow / Meilen, Balz Dubs / Zurich, Karina Dubs / Zurich, Kevin Dubs / Zurich, Kim Dubs / Zurich, Linus Dubs / Zurich, Amy
Flückiger / Herrliberg, Anja Flückiger / Herrliberg, heirs of Beat Flückiger / Herrliberg, Flo Flückiger / Herrliberg, heirs of Karin Forrer / Bern , Clive Kuenzle / Zurich,Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Bern, Andrea Ullmann / Zollikon, Basil Ullmann / Zollikon, Lynn Ullmann / Zollikon, Sascha
Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.
Including related parties.
Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders and BoD members.

Corporate Governance
Report1

Total BoD and EC members
Less double-counting in respect of Pool Shareholders 3

2.6 Treasury shares
Financial year ended 30.06.2024
CHF million

Financial year ended 30.06.2023

Number of shares

CHF million

Number of shares

Treasury shares at the beginning of theperiod

0.0

–

0.0

–

Purchase

1.2

2,635

1.4

3,785

Share-based compensation–1.2–2,635–1.3–3,785

Revaluation

0.0

–

–0.1

–

Treasury shares at the end of the period

0.0

–

0.0

–

Treasury shares held in other Group
entities

5.7

9,027

9.1

13,577Compensation Report

Pool Shareholders 1

Group Financial
Performance%

Business Performance%

As at 30.06.2023
No. of shares
at CHF 0.10
par value

Consolidated financial
statements

As at 30.06.2024
or last reported
No. of shares
at CHF 0.10
par value

Corporate Information

2.5 Principal shareholders

Letter to Shareholders

Financial statements dormakaba Holding AG 156

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

3. Information on the income
statement
3.1 Dividend income

Financial statements dormakaba Holding AG 157

Letter to Shareholders

dormakaba

3.4 Direct taxes
Direct taxes comprise capital taxes and income taxes.

4. Other information
4.1 General information
dormakaba Holding AG is incorporated and domiciled in Rümlang (Switzerland). The addressof its registered office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland.
The company is listed on the SIX Swiss Exchange.

4.2 Full-time equivalents

Business Performance

The main expense items relate to external consulting services and marketing expenses.

Corporate Information

3.3 Other operating expenses

Corporate Governance
Report

The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH +Co. KGaA to guarantee the bond issued by dormakaba Finance AG.

Compensation Report

3.2 Financial expenses

Group Financial
Performance

The dividend income for the year is CHF 40.1 million (2022/23: CHF 50.3 million).

Five-year performanceoverview

Financial statements
dormakaba Holding AG

Consolidated financial
statements

As at 30 June 2024, dormakaba Holding AG did not employ any personnel.

4.3 Contingent liabilities
CHF million

Financial year
ended 30.06.2024

Financial year
ended 30.06.2023

Guarantees

656.3

656.3

Of which used

0.0

0.0

Group Financial
Performance

As in the previous year, the guarantees disclosed relate to the guarantee accorded to thebondholders for the bonds issued by dormakaba Finance AG in the total nominal amount of
CHF 595.0 million.

42,438

Number of shares

Number of shares

424,384

42,438424,384

Conditional capital of CHF 36,000 (2022/23: CHF 36,000) is earmarked for the coverage of
convertible bonds and warrant bonds, plus CHF 6,438.40 (2022/23: CHF 6,438.40) for sharesor share options to associates and BoD members of which CHF 0 (2022/23: CHF 0) were
exercised in the 2023/24 financial year.

Corporate Governance
ReportConditional capital at the end of theperiodFinancial year ended 30.06.2023
Share capitalvalue in CHF

Compensation Report

Financial year ended 30.06.2024

Consolidated financial
statements

5. Conditional capital

Corporate Information

Business Performance

The dormakaba companies in Switzerland are treated as a single entity for VAT purposes(Group taxation, article 13 Swiss VAT Act). If one company is unable to meet its payment
obligations to the taxation authorities, the other Group companies within the tax group are
jointly and severally liable.

Share capitalvalue in CHF

Letter to Shareholders

Financial statements dormakaba Holding AG 158

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Financial statements dormakaba Holding AG 159

Brandtzaeg Svein Richard

844

168

Aebischer Thomas

669

430

Birgersson Jens

2,792

2,491

Brecht-Bergen Stephanie

221,097

220,895

Daeniker Daniel 1

-

2,379

Gummert Hans

1,552

1,350

Liu John Y.

695

493

Lochiatto Kenneth

606

114

202

-

Poeschel Ines

2

Regelski Michael
Total BoD

316

114

228,773

228,434

EC
Bewick Stephen

501

449

Guardiola Magín

1,282

1,258

Häberli Andreas 3

-

2,696

4

-

922

470

-

5

-

3,896

46

-

Zocca Stefano

2,795

2,717

Total EC

5,094

11,938

Housten Alex

Johansson Christina
Lee Jim-Heng
Reuter Till

1
2
3
4
5
6

6

BoD Member until 5 October 2023
BoD Member as of 5 October 2023
EC Member until 30 June 2023
EC Member until 16 February 2024
CEO until 31 December 2023
Board Member from 5 October until 31 December 2023, CEO as of 1 January 2024

7. Events after the balance sheet
date
There were no events between 30 June 2023 and 29 August 2024 which would necessitateadjustments to the book value of the dormakaba Holding AGʼs assets or liabilities, or which
require additional disclosure in the financial statements.

Business Performance

BoD

Corporate Information

Financial year
ended 30.06.2023

Corporate Governance
ReportFinancial year
ended 30.06.2024

Compensation Report

Number of shares

Consolidated financial
statements

As at the reporting date, the individual BoD and EC members (including related parties) held
the following numbers of shares in dormakaba Holding AG. None of the BoD and EC members
held any options.

Group Financial
Performance

Letter to Shareholders

6. Shareholdings of BoD and EC
members

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Annual Report 2023/24

Financial statements dormakaba Holding AG 160

Letter to Shareholders

Appropriation ofretained earnings

Financial year
ended 30.06.2023

Net profit for the period

38.7

49.3

Allocation from reserves for treasury shares

3.4

6.9

Statutory retained earnings carried forward from previous year

551.9

515.6

Unappropriated retained earnings at the end of the period

594.0

571.8

1.5

20.0

595.5

591.8

Proposal to
the AGM 2024

Approved by
the AGM 2023

1.5

20.0

Capital contribution reserves will only be released in the amount of the resolution of the AGM.

CHF 1.5 million (2022/23: CHF 20.0 million) from capital contributions without deductionof Swiss withholding tax; and●CHF 32.1 million (2022/23: CHF 20.0 million) from statutory retained earnings subject toSwiss withholding tax.

CHF million
Distribution from capital contribution reserves 1

32.1

20.0

To be carried forward

561.9

551.8

Total at the AGM’s disposal

595.5

591.8

Dividend distribution from statutory retained earnings

1

1

Calculated based on the number of total shares as at 30 June 2024. The total amount of the distribution depends on the number of shares entitled to dividend
payout as from 14 October 2024. Treasury shares are not entitled to dividend payout.

After approval of this proposal by the AGM, the distribution from capital contribution
reserves as well as dividend distribution from statutory retained earnings will be paid out asfrom 16 October 2024 according to the instructions received: CHF 8.00 (2022/23: CHF 9.50)
gross per listed registered share at a par value of CHF 0.10.

Compensation Report●

Corporate Governance
Report

The BoD will propose to the shareholders at the AGM on 10 October 2024 a total distributionof CHF 33.6 million on the basis of the share capital of CHF 420,002 (4,200,026 shares at
CHF 0.10) without contribution to other reserves, to be paid out from capital contribution
reserves and statutory retained earnings:

Consolidated financial
statements

Total at the AGM’s disposal
1

Financial statements
dormakaba Holding AG

Allocation from capital contribution reserves

1

Corporate Information

Financial year
ended 30.06.2024

CHF million

Business PerformanceGroup Financial
Performance

Proposal for the appropriation ofavailable retained earnings as at
30 June 2024

Five-year performanceoverview

dormakaba

Financial statements
dormakaba Holding AG

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportCorporate Information

Business PerformanceGroup Financial
Performance

Letter to Shareholders

Annual Report 2023/24

Five-year performanceoverview

dormakabaFinancial statements dormakaba Holding AG 161

Financial statements
dormakaba Holding AG

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportCorporate Information

Business PerformanceGroup Financial
Performance

Letter to Shareholders

Annual Report 2023/24

Five-year performanceoverview

dormakabaFinancial statements dormakaba Holding AG 162

Financial statements
dormakaba Holding AG

Consolidated financial
statements

Compensation Report

Corporate Governance
ReportCorporate Information

Business PerformanceGroup Financial
Performance

Letter to Shareholders

Annual Report 2023/24

Five-year performanceoverview

dormakabaFinancial statements dormakaba Holding AG 163

Five-year performance overview

164

2,837.1

2,848.8

2,756.9

2,499.7

2,539.8

4.7

8.4

7.7

1.3

–6.9

EBITDA (Operating profit before depreciation and amortization)

293.1

325.8

342.0

353.1

325.0

Adjusted EBITDA (Adjusted operating profit before depreciation andamortization)3

416.9

384.8

372.3

362.0

–

14.7

13.5

13.5

14.5

–
253.2

Net sales
Organic growth in %Adjusted EBITDA in % of net sales3
EBIT (Operating profit)2

165.0

189.0

103.0

274.3

Adjusted EBIT (Adjusted operating profit)3

344.0

307.5

293.4

283.6

–

Adjusted EBIT in % of net sales3

12.1

10.8

10.6

11.3

–

Net profit2

82.2

88.5

38.8

193.3

164.1

Net profit in % of net sales2

2.9

3.1

1.4

7.7

6.5

Net profit after minorities2

42.2

45.7

19.3

100.8

84.6

Basic earnings per share (in CHF)2

10.1

10.9

4.6

24.2

20.4

Diluted earnings per share (in CHF)2

10.0

10.9

4.6

24.1

20.3

Dividend per share (in CHF)1

8.00

9.50

11.50

12.5

10.5

Payout ratio in %

51.1

51.7

50.4

51.7

51.6

Cash generated from operations

381.6

363.4

188.4

384.5

407.9

Net cash from operating activities

286.2

288.4

127.3

313.5

328.1

Operating cash flow margin in %

10.1

10.1

4.6

12.5

12.9

–81.6

–111.8–158.9–95.5–232.4

Net cash used in investing activities

12

3Free cash flow

204.6

176.6

–31.6

218.0

95.7

Net cash flows from financing activities–177.9–177.8–0.4–231.9–65.8

Of which dividends paid

–39.8

–48.1

–52.2

–43.7

–66.5

Personnel expenses

1,210.1

1,127.9

1,093.9

1,022.3

1,027.7

Average number of full-time equivalent employees

15,336

15,51915,495

14,989.0

15,676.0

Total assets2

1,965.5

1,946.5

2,071.9

1,869.8

1,808.6

Total assets in % of net sales2

69.3

68.3

75.2

74.8

71.2

Property, plant, and equipment in % of net sales

14.2

14.0

14.9

17.4

17.4

Inventories in % of net sales

17.5

17.1

19.5

18.0

17.5

Receivables in % of net sales

17.0

16.2

17.5

17.0

15.3
631.9

Net working capital

704.3

694.0

751.3

641.6

Net working capital in % of net sales

24.8

24.4

27.3

25.7

24.9

Net debt

454.8

596.9

708.1

508.8

667.7
–

Net debt/Adjusted EBITDA3

1.1

1.6

1.9

1.4

Interest coverage (Adjusted EBITDA / interest expense, net)3

11.9

9.6

18.7

19.5

–

Shareholders’ equity2

342.4

334.6

360.6

264.9

141.3

Return on equity (ROE) in %2

24.0

26.4

10.8

73.0

116.1

Shareholders’ equity per share (in CHF)

81.0

79.5

86.0

63.4

34.0

In 2023/24: proposal to the Annual General Meeting
In 2022/23: dormakaba changed the choice of accounting policies for goodwill accounting. To enable a fair comparison with the current year, the prior-yeardisclosures have been restated. Please refer to chapter 5.1 in the notes to the consolidated financial statements of the Annual Report 2022/23 of dormakaba.
As from 2020/21, adjusted EBITDA/EBIT is introduced. Details are disclosed in the note on alternative performance measures (APM). Please refer to chapter 5.2 ofthe notes to the consolidated financial statements in the Annual Report 2023/24 of dormakaba.

Group Financial
Performance

2019/20

Business Performance

2020/21

Corporate Information

2021/22

Corporate Governance
Report2022/23

Compensation Report

2023/24

Consolidated financial
statements

CHF million, except where indicatedLetter to Shareholders

Five-year Performance
Overview

Financial statements
dormakaba Holding AG

Annual Report 2023/24

Five-year performanceoverview

dormakaba

Five-year performance overview

165

2023/242022/232021/222020/212019/20

Capital stock
Registered shares at CHF 0.10 par valueNo

4,200,026

4,200,026

4,200,026

4,200,026

4,200,026

Outstanding shares at end of financial yearNo

4,190,999

4,186,449

4,178,402

4,168,767

4,157,216

Weighted average number of shares outstanding(diluted)

No4,226,986

4,210,930

4,193,859

4,178,883

4,159,736

Par value of average outstanding shares

CHF m

0.4

0.4

0.4

0.4

0.4

Par value of year-end outstanding shares

CHF m

0.4

0.4

0.4

0.4

0.4

Shareholders as at 30 June (registered)

No

8,571

9,073

9,033

9,413

9,389

Adjusted EBITDA per share (Group)3

CHF

98.6

91.4

88.8

84.5

–

Earnings per share (Group)2

CHF

10.0

10.9

4.6

24.1

20.3

Shareholders’ equity per share (Group)2

CHF

81.0

79.5

86.0

63.4

34.0

Figures per share (fully diluted)

Letter to Shareholders

Annual Report 2023/24

Group Financial
Performancedormakaba

737.0

416.0

396.4

– 31 December

CHF

454.0

416.5

630.5

502.5

692.5

– 30 June

CHF

461.0

402.0

416.5

630.5

516.5

Market capitalization– highCHF m

2,108.1

1,930.0

3,041.9

2,738.9

3,063.9

– low

CHF m

1,684.8

1,270.6

1,642.1

1,734.2

1,647.9– 30 June

CHF m

1,932.1

1,683.0

1,740.3

2,628.4

2,147.2

Dividend yield

1
2

3– low1

%

1.6

2.1

1.6

1.9

1.4

– high1

%

2.0

3.1

2.9

3.0

2.6

In 2023/24: under the precondition that the shareholder approves the dividend proposed at the Annual General Meeting.
In 2022/23: dormakaba changed the choice of accounting policies for goodwill accounting. To enable a fair comparison with the current year, the prior-yeardisclosures have been restated. Please refer to chapter 5.1 of the notes to the consolidated financial statements in the Annual Report 2022/23 of dormakaba.
As from 2020/21, adjusted EBITDA is introduced. Details are disclosed in the note on alternative performance measures (APM). Please refer to chapter 5.2 of thenotes to the consolidated financial statements in the Annual Report 2023/24 of dormakaba.

Corporate Information

657.0

393.0

Corporate Governance
Report

728.0

303.5

Compensation Report

461.0

402.0

Consolidated financial
statements

503.0

Financial statements
dormakaba Holding AG

CHF
CHF

Five-year performanceoverview– high– lowBusiness Performance

Price per sharedormakaba

Annual Report 2023/24

Five-year performance overview

Disclaimer
This communication contains certain forward-looking statements including, but not limited
to, those using the words “believes”, “assumes”, “expects” or formulations of a similar kind.
Such forward-looking statements reflect the current judgement of the company, involve risks
and uncertainties and are made on the basis of assumptions and expectations that thecompany believes to be reasonable at this time but may prove to be erroneous. Undue
reliance should not be placed on such statements because, by their nature, they are subject
to known and unknown risks, uncertainties and other factors outside of the companyʼs andthe Groupʼs control which could lead to substantial differences between the actual future
results, the financial situation, the development or performance of the company or the Groupand those either expressed or implied by such statements. Except as required by applicablelaw or regulation, the company accepts no obligation to continue to report, update orotherwise review such forward-looking statements or adjust them to new information, or
future events or developments.
For definition of alternative performance measures, please refer to the chapter 5.2 of thenotes to the consolidated financial statements of the Annual Report 2023/24 of dormakaba.
This communication does not constitute an offer or an invitation for the sale or purchase of
securities in any jurisdiction.
dormakaba®, dorma+kaba®, Kaba®, Dorma®, Ilco®, LEGIC®, Silca®, BEST® etc. are registeredtrademarks of the dormakaba Group. Due to country-specific constraints or marketing
considerations, some of the dormakaba Group products and systems may not be available inevery market.

Imprint
Editor dormakaba Holding AG, www.dormakabagroup.com
Project management Group External Communications
Copyrights © dormakaba Holding AG, 2024
Design NeidhartSchön AG, Dorfstrasse 29, 8037 Zurich, www.neidhartschoen.ch
Technical Implementation ns.wow by mms solutions AG, Dorfstrasse 29, 8037 Zurich,www.mmssolutions.ch
Picture credits © Günter Bolzern, Zurich
Rümlang/Switzerland, 30 August 2024

166