Half-year report 2025

8 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 are fully paid in and registered.

Retained earnings

The retained earnings include prior years’ undistributed income of consolidated companies, transactions recognized in relation to share-based payment plans, subsequent measurement of put option liabilities and all remeasurements for defined benefit plans.

Treasury shares

For the period ended June 30, 2025, the group acquired in total 96'000 treasury shares (half-year 2024: 27’348 shares) to cover its existing exposure from share-based payment programs for a consideration of CHF 1.0 million (half-year 2024: CHF 0.5 million). In the first half of 2025, the group allocated 124’633 shares to share plan participants (half-year 2024: 34’220 shares), previously recognized in equity at a weighted average price, amounting to a total value of CHF 3.6 million (half-year 2024: CHF 1.1 million). The total number of shares held by the group as of June 30, 2025, amounted to 442'985 treasury shares (June 30, 2024: 473’651 shares, December 31, 2024: 471’618 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.

As of June 30, 2025, the non-controlling interests amounted to CHF 6.4 million (June 30, 2024: CHF 9.8 million; December 31, 2024: CHF 10.3 million). The decrease is mainly due to declared dividends in the amount of CHF 3.1 million (half-year 2024: CHF 0.0 million), which remained undistributed as of June 30, 2025.

In the second half of 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%.

Dividends

On April 23, 2025, the Annual General Meeting approved an ordinary dividend of CHF 0.50 per share to be paid out of reserves (2024: CHF 0.50 per share). The dividend was paid to shareholders on April 29, 2025. The total amount of the dividend to shareholders of medmix Ltd was CHF 20.4 million (half-year 2024: CHF 20.4 million), thereof paid dividends of CHF 7.8 million (half-year 2024: CHF 7.8 million), outstanding withholding taxes of CHF 7.1 million (half-year 2024: CHF 7.1 million) and undistributed dividends of CHF 5.5 million (half-year 2024: 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.

In May 2025, the group declared dividends to non-controlling interests in Qiaoyi in the amount of CHF 3.1 million (half-year 2024: CHF 0.0 million), which remained undistributed as of June 30, 2025.

In March 2025, the group declared and paid dividends to non-controlling interests in the amount of CHF 2.0 million (half-year 2024: CHF 0.0 million). Because the group holds a fixed-price call option to acquire all non-controlling interests, it recognized a 100 percent economic interest, with no allocation to non-controlling interests in equity.

The total outstanding dividend payments as of June 30, 2025, amounted to CHF 24.7 million (December 31, 2024: CHF 16.3 million) and are reflected in the balance sheet position “Other current and accrued liabilities” (note 10).

Subsequent measurement of put option liabilities

In 2025, the changes in subsequent measurement of put option liabilities in equity amounted to CHF 1.4 million (half-year 2024: CHF –3.4 million) , thereof CHF –0.3 million related to Qiaoyi (half-year 2024: CHF –3.2 million) and CHF 1.8 million from sale of investments in subsidiaries (half-year 2024: CHF –0.2 million).

Put option liability Qiaoyi

At any time after July 5, 2027, the non-controlling shareholders of 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 June 30, 2025, the put option liability, recorded in other non-current liabilities, amounted to CHF 13.6 million (December 31, 2024: CHF 14.8 million), with the changes in the put exercise price and interest accretion over the contract period recognized in equity.

Put option liability from sale of investments in subsidiaries

In 2023, the group sold non-controlling interests in a subsidiary while retaining control. As part of the transaction, the group was granted a call option to acquire all non-controlling interests until 31 March 2026. Simultaneously, the buyers were granted a put option, exercisable at any time between 31 March 2025 and 31 March 2026, to sell their interests back to the group.

In March 2025, the group and the holders of non-controlling interests extended the original share purchase agreement. Under the new terms, the group obtained a call option to repurchase the non-controlling interests at a fixed price, exercisable until 31 March 2028. The buyers were also granted a corresponding put option, at the same fixed price, exercisable between 31 March 2026 and 31 March 2028.

As both options are structured at fixed prices, the group is considered to have a 100% economic interest in the subsidiary. Accordingly, no portion of profit or equity is allocated to non-controlling interests. A financial liability has been recognized, measured at the present value of the expected settlement amount under the put option.

In March 2025, the group declared and paid dividends to non-controlling interests in the amount of CHF 2.0 million (half-year 2024: CHF 0.0 million). Because the group holds a fixed-price call option to acquire all non-controlling interests, it recognized a 100 percent economic interest, with no allocation to non-controlling interests in equity.

As of June 30, 2025, the put option liability, recorded in other current liabilities (note 10), amounted to CHF 10.3 million (December 31, 2024: CHF 11.7 million), with the changes in the put exercise price and interest accretion over the contract period recognized in equity.