20 Equity

Share capital

The share capital amounts to CHF 412’623.70, made up of 41’262’370 shares with dividend entitlement and a par value of CHF 0.01. All shares were fully paid in and registered.

Share ownership

medmix shares are freely transferable provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account. Nominees will only be entered in the share register with the right to vote provided that they meet the following conditions: the nominee is subject to the supervision of a recognized banking and financial market regulator; the nominee has entered into an agreement with the Board of Directors concerning its status; the share capital held by the nominee does not exceed 3% of the registered share capital entered in the commercial register; and the names, addresses and number of shares of those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been disclosed. The Board of Directors is also entitled, beyond these limits, to enter shares of nominees with voting rights in the share register, provided that the above-mentioned conditions are met (see also paragraph 6a of the Articles of Association at https://www.medmix.swiss/Investors/Governance).

Retained earnings

The retained earnings include prior years’ undistributed income of consolidated companies and all remeasurements of the net liability for defined benefit plans.

Treasury shares

In 2024, the group acquired in total 27’348 treasury shares (2023: 144’000 shares) to cover its existing exposure from share-based payment programs for a consideration of CHF 0.5 million (December 31, 2023: CHF 3.1 million). During 2024, the group allocated 36’253 shares to share plan participants (2023: 11’013 shares), with a total value of CHF 1.1 million (2023: CHF 0.4 million). The total number of shares held by the group as of December 31, 2024, amounted to 471’618 (December 31, 2023: 480’523 shares).

Cash flow hedge reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments where the hedged transaction has not yet occurred. Amounts are reclassified to profit or loss when the associated hedged transaction affects the income statement.

Currency translation reserve

The currency translation reserve comprises all foreign exchange differences arising on the translation of the financial statements of consolidated entities whose currency differs from the reporting currency of the group.

Non-controlling interests

The group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, at the non-controlling interest’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets.

In 2024, the group exercised its fixed-price forward and acquired an additional 10% equity interest in Guangdong Qiaoyi Plastic Co. Ltd. ("Qiaoyi") for CHF 4.5 million, increasing its total ownership to 80%. Since the acquisition of the additional 10% in Qiaoyi was a fixed-price forward, it had no impact on the non-controlling interests, which remained at 20% in both 2024 and 2023.

As of December 31, 2024, the non-controlling interests amounted to CHF 10.3 million (December 31, 2023: CHF 9.0 million).

Dividends

On April 24, 2024, the Annual General Meeting approved an ordinary dividend of CHF 0.50 per share to be paid out of reserves (2023: CHF 0.50 per share). The dividend was paid to shareholders on May 5, 2024. The total amount of the dividend to shareholders of medmix Ltd was CHF 20.4 million (2023: CHF 20.5 million), thereof paid dividends of CHF 15.0 million (2023: CHF 15.0 million) and unpaid dividends of CHF 5.5 million (2023: CHF 5.5 million). The dividend to one of the group’s shareholders, Tiwel Holding AG, was not transferred, as a result of US sanctions. The total outstanding dividend payments of CHF 16.3 million (2023: CHF 10.9 million) are reflected in the balance sheet position “Other current and accrued liabilitiesˮ (note 26).

The Board of Directors has decided to propose to the Annual General Meeting 2025 a dividend for the financial year 2024 of CHF 0.50 per share.

Subsequent measurement of put option liabilities

Subsequent measurement of put option liabilities amounted to CHF 5.0 million, thereof CHF 4.5 million from Qiaoyi and CHF 0.5 million from accretion effects from sale of investments in subsidiaries (2023: CHF 0.0 million).

Put option liability Qiaoyi

At any time after July 5, 2027, the non-controlling shareholders of Guangdong Qiaoyi Plastic Co. Ltd. (“Qiaoyi”) can exercise a put option to sell, and the group can exercise a call option to purchase, the remaining 20% equity interest held by the non-controlling shareholders for a formula-based purchase price. The group recognized a redemption liability, recorded in other non-current liabilities, based on the discounted put exercise price, which is accreted over the contract period.

As of December 31, 2024, the put option liability, recorded in other non-current liabilities (note 24), amounted to CHF 14.8 million (December 31, 2023: CHF 9.8 million), with the changes in the put exercise price and accretion over the contract period recognized in equity. In 2024, the put option liability increased by CHF 4.9 million (2023: decrease of CHF 0.2 million) due to the revaluation of the liability in the amount of CHF 4.0 million (2023: CHF 0.2 million), the interest accretion in the amount of CHF 0.5 million (2023: CHF 0.2 million) and currency translation differences in the amount of CHF 0.4 million (2023: CHF –0.6 million).

Put option liability from sale of investments in subsidiaries

In 2023, the group sold non-controlling interests in investments in subsidiaries without loss of control. The group has a call option to purchase until March 31, 2026, and the buyers have a put option to sell any time between March 31, 2025, and March 31, 2026, all non-controlling interests. Since the call and put option represent fixed price options, the group recognized an economic interest of 100% and recorded 0% for the non-controlling interests. The group recognized a liability based on the discounted put exercise price.

As of December 31, 2024, the put option liability, recorded in other current liabilities (note 26), amounted to CHF 11.7 million (December 31, 2023: CHF 11.4 million in other non-current liabilities), with the interest accretion over the contract period recognized in equity. In 2024, the put option liability increased by CHF 0.3 million (2023: 0.0 million) due to the interest accretion in the amount of CHF 0.5 million, partly offset by currency translation differences in the amount of CHF –0.2 million.

Contribution to the Sulzer group

For 2024, the contribution to the Sulzer group of CHF -0.1 million relates to the vested Sulzer shares under the last existing Sulzer share plan (2023: CHF -0.3 million).