Annual report
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© dormakaba. All rights reserved. Title: Annual Report 2025/26 Design: Büro4, Zurich Photography: ©Günter Bolzern, dormakaba, Getty Images Printing: NeidhartSchön AG, Zurich Online publishing: NeidhartSchön AG, Zurich This report was designed as a digital-first publication. It can be accessed at https://report.dormakaba.com/2025_26/. This PDF is provided for download convenience. Original version in English. Rümlang, Switzerland, 28 August 2026 dormakaba 2
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Table of contents 04 The year in review 04 Letter to shareholders 09 At a glance 10 Group performance 14 Performance by segment 17 Outlook 18 Our growth engine 18 Megatrends 21 Strategy — In focus - A strong balance sheet powers disciplined M&A — In focus - North America: At the core of our growth ambition 27 Innovation — In focus - AI & Software: the next inflection 35 Verticals — In focus - Switzerland: the home market as blueprint 42 Our people 44 Foundation for growth 44 Sustainability 47 Corporate information 53 Opportunities & risks 61 Corporate Governance report 89 Compensation report 125 Consolidated financial statements 191 Financial statements dormakaba Holding AG 204 Five-year performance overview dormakaba 3
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Letter to shareholders Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Letter to shareholders 4
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Letter to shareholders 5
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Letter to shareholders 6
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Letter to shareholders 7
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At a glance Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba At a glance 9
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Group performance Group performance Creating momentum for profitable growth Organic net sales growth +3.0% CHF 2,792.4 million Adj. EBITDA margin 16.1% + 60 bps Return on capital employed (ROCE) 31.0% + 40 bps Net profit CHF 185.2m -1.5% Adj. operating cash flow margin 12.5% + 80 bps Net debt CHF 358.1m 0.0% Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 10
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In 2025/26, dormakaba delivered on key milestones, achieving a record adjusted EBITDA margin of 16.1% and completing a three-year transformation cycle that generated CHF 235 million in savings, notwithstanding an operating environment characterized by geopolitical tensions, armed conflicts and increasing tariffs. Net sales reached CHF 2,792.4 million delivering organic net sales growth of 3.0%, in line with guidance, with both segments, Access Solutions and Key & Wall Solutions and OEM, contributing positively. Organic growth was driven by volume growth of 0.4% and a 2.6% price increase, while the appreciation of the Swiss franc against major currencies had a negative impact of 4.9% on reported sales. Top-line results reflected an accelerating growth momentum in the second half, following a subdued first half. Higher volumes and a robust order book at year-end provide a solid foundation for continued growth in the coming year. Continued profitability expansion dormakaba achieved further profitability expansion for the third consecutive year, bringing cumulative margin improvement over the period to 260 bps. With adjusted EBITDA of CHF 449.0 million, the company reached an adjusted EBITDA margin of 16.1% for the first time in its history – an increase of 60 bps year-on-year. Adjusted EBIT reached CHF 368.2 million. One-off restructuring expenses and other Items Affecting Comparability (IAC) at EBITDA level amounted to CHF 53.3 million, above prior-year level, reflecting the closure of our Russian operations in FY 2025/26 and one-time gains from the sales of real estate in the prior year. Net profit amounted to CHF 185.2 million, representing a slight decline of 1.5% compared with the previous year. Strong cash generation and capital efficiency Adjusted operating cash flow increased to CHF 349.6 million, resulting in an adjusted operating cash flow margin of 12.5%, up 80 bps year-on-year. The improvement was driven by stronger net working capital management, including inventory optimization initiatives, enhanced payment terms and lower tax payments. Return on capital employed (ROCE) reached 31.0%, an increase of 40 bps year-on-year. The improvement was driven by lower average capital employed and is consistent with the company's commitment to maintain ROCE above 30%. Solid balance sheet and enhanced financial flexibility Net debt remained essentially unchanged at CHF 358.1 million compared with CHF 358.2 million in the previous year. As a result, dormakaba maintained its conservative leverage ratio of 0.8x net debt to adjusted EBITDA. In February 2026, S&P Global Ratings assigned dormakaba a first-time investment-grade BBB credit rating with a stable outlook. This significant milestone recognizes the resilience of the Group's balance sheet, supported by its conservative leverage profile and strong cash generation capabilities. Beyond enhancing the company's financing flexibility, the rating further strengthens dormakaba's credibility with acquisition targets, business partners and investors, enabling the Group to pursue strategic opportunities with discipline and confidence from a position of financial strength. Accelerating growth organically and through acquisitions Growth through acquisitions remains a fundamental pillar of dormakaba's strategy. During 2025/26, the Group accelerated its targeted and disciplined M&A activities, completing six bolt-on acquisitions and two venture investments. Shortly after the close of the financial year, dormakaba completed two additional acquisitions in Access Solutions and Key & Wall Solutions and OEM segments. Beyond expanding the Group's portfolio and market presence, these acquisitions enhance dormakaba's ability to generate organic growth by broadening customer access, increasing cross-selling opportunities, strengthening local market positions and adding complementary technologies and capabilities. Together, they further reinforce the company's growth platform and competitive position. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 11
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In parallel, dormakaba's vertical go-to-market approach continued to support accelerating organic growth. By focusing on six dedicated vertical markets, namely aviation, healthcare, data centers, critical infrastructure, marine, and sports & entertainment, the Group is building deeper expertise across customer journeys and strengthening its ability to anticipate evolving customer needs driven by security requirements, digitalization, urbanization and sustainability trends in the built environment. This approach supports stronger commercial execution, improved sales and operations planning, greater supply network resilience, shorter lead times and enhanced cost competitiveness. Several project wins during the year demonstrate the effectiveness of this strategy, particularly in aviation, where dormakaba's new Argus Air XS solution contributed to contract wins with American Airlines in the United States as well as airports across EMEA and APAC. More information on dormakaba's vertical market strategy can be found in the "Verticals in Focus" section of this report. Strategic transformation creating long-term value The year's achievements reflect the disciplined execution of dormakaba's strategy. During the reporting period, the company completed a three-year strategic transformation cycle, marking the beginning of a new phase in its development. The transformation program generated cumulative savings of CHF 235 million, including initial benefits from the ongoing commercial transformation. As a result, dormakaba has become leaner, more efficient and more competitive, supported by a strengthened local-for- local approach and enhanced procurement processes. The company remains committed to further reducing complexity, streamlining its product portfolio and optimizing production costs to support sustainable growth and long-term shareholder value creation. Portfolio optimization and strategic focus During the reporting period, dormakaba completed the conversion of its Russian operations into a representative office structure. Consequently, no operational business activities will be conducted in Russia going forward. Russia represented the largest share of the businesses divested or discontinued during the period. In the previous year, the Group had already strengthened its strategic focus through the divestment of its operations in Kuwait and South Africa, as well as the sale of the Entrance System Automatics (ESA) service business in the United Kingdom. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 12
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Access Solutions Organic net sales growth and further margin expansion Access Solutions, dormakaba’s largest segment, continued to report solid results with net sales of CHF 2,377.2 million and organic net sales growth of 3.0% on prior year, driven by volume gains of 0.5% and positive pricing of 2.5%. Strong momentum in European markets was partially offset by a weak first half in North America and a challenging year in the UK & Ireland. The adjusted EBITDA margin continued to improve to 16.7%, up 100 bps year-on-year, reflecting the successful execution of the Shape for Growth (S4G) initiative. In a year marked by high volatility and subdued volumes in the first half, the strong increase in order intake in the first half further accelerated in the second half. One of the main contributors to this performance was Switzerland, with reported net sales of CHF 229.9 million and organic net sales growth of 4.8% year-on-year. Switzerland continued to post solid growth amid a stagnant market through market share gains in Access Automation Solutions, supported by the introduction of innovation such as EasyAssist1, MotionIQ2, Resivo Business/Matrix Cloud3 and Skyra4. Consolidation in the healthcare sector, demand in critical infrastructure and an expansion of services also contributed to the country’s performance. Germany posted 3.4% organic net sales growth year-on-year to CHF 354.3 million. As the Access Solutions market leader in Germany, the country’s performance reflected strong wins across key verticals, in particular data center, marine, healthcare, banking and aviation. New product launches contributed to market share gains in Access Automation Solutions (EasyAssist) and Access Control Solutions (Resivo Business). North America, dormakaba’s largest market, reported net sales of CHF 687.2 million and organic net sales growth of 3.3% on the prior year. Following a softer first half due to lower hospitality, business regained momentum in the second half under new regional leadership. The unit closed key product gaps, strengthened its hardware portfolio with the introduction of the BEST Precision Barrier Free 5lb5 push exit device, and expanded its access automation offering. The acquisition of Avant-Garde (January 2026) and Airsphere (May 2026), combined with the global roll out of dormakaba’s new Argus Air XS6 electronic boarding gates, created further upside potential in aviation, accelerating the launch of the Aviation vertical across North America and helping secure major project wins in the US. A pick-up in hospitality further accelerated order intake, strengthening the unit’s pipeline for the coming year. Following the close of FY 2025/26, dormakaba acquired the operating business of Azure in August 2026. Azure is a US-based supplier of next-generation access control hardware, and the transaction further strengthens dormakaba’s position in the US access control market. Australia/New Zealand (ANZ) delivered organic net sales growth of 1.3% to CHF 192.0 million. ANZ faced headwinds in the first half; volume intake accelerated in the second half, with a Organic net sales growth +3.0% CHF 2,377.2m Adj. EBITDA margin 16.7% +100 bps Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 14
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major critical infrastructure project win, as well as wins in the education segment supported by the acquisition of Vintech Systems in May, a specialist in lodging access control systems. The acquisition strengthened ANZ’s Access Control Solutions (ACS) portfolio, establishing dormakaba as the leading provider in the lodging market. New Zealand reported aviation wins in Auckland, Wellington, Christchurch and Queenstown. The UK & Ireland (UKI) reported organic net sales decline of -2.0% to CHF 94.7 million, reflecting completion of major hospitality projects. In a year marked by uncertainty in the region, the unit secured large public sector project wins in the fourth quarter and entered the coming year with a robust order book. An energy-efficient door assistant for standard and fire-rated doors, combining the reliability of a mechanical door closer with electric opening and closing assistance, especially valuable for the elderly and children. A real-time, sustainability-friendly and energy-efficient sliding-door intelligence that cuts idle door open time by up to 50%. Resivo Business/Matrix Cloud is an API, platform agnostic, cloud-based access solution that enables small and medium-sized businesses to manage doors and access rights remotely. dormakaba’s Bluetooth-enabled rechargeable key that extends intelligent access to remote, off-grid critical infrastructure. Exit device compliant with California and Florida accessibility requirements Compact electronic gate for airport passenger processing, combining sensor technology, biometrics, tailgating detection. 1 2 3 4 5 6 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 15
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Key & Wall Solutions and OEM Another year of record profitability Key & Wall Solutions and OEM (KWO) generated net sales of CHF 468.6 million in FY 2025/26, up 2.1% organically versus the prior year, reflecting positive pricing of 2.9%, which more than offset a volume decline of 0.8%. The adjusted EBITDA margin increased to 21.2%, an improvement of 20 basis points. The segment faced a challenging start to the year due to weaker OEM demand and the postponement of several movable-wall projects in North America. Corrective measures, including tight cost management and the setup of alternative OEM channels, combined with significant demand and project activity improvement during the second half, led to a strong sequential performance, driving both sales acceleration and enhanced profitability. Reflecting our ambition to become the global leading movable wall provider, a key strategic milestone achieved following the year-end close was the acquisition of Style Group in July 2026. As the UK's leading movable-wall distributor and a trusted partner of Skyfold and Dorma Hüppe for many years, Style Group expands our footprint in Europe’s second largest movable-walls market, deepens our customer proximity, and further strengthens KWO’s leading position in high-value movable-wall solutions. Organic net sales growth +2.1% CHF 468.6m Adj. EBITDA margin 21.2% +20 bps Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 16
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Outlook The structural growth drivers underpinning demand in dormakaba's industry continue to be favorable. Supported by our market-leading position, customer-centric innovation, and ongoing operational improvements, we are confident in our ability to deliver profitable growth. Accordingly, for FY 2026/27, we expect under IFRS Accounting Standards organic net sales growth above 3%, an operating profit margin above 11% and an operating cash flow margin between 10.5% and 11.5%. Organic net sales growth >3% Operating profit margin >11% Operating cash flow margin 10.5–11.5% Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Group performance 17
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Megatrends Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Megatrends 18
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Megatrends 19
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Strategy
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Strategy 21
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A strategy to unlock structural growth dormakaba operates in an attractive industry shaped by powerful trends – urbanization, digitalization, heightened security needs and sustainability – that are fueling demand for intelligent, secure and sustainable access. Our strategy captures that demand through four levers: product innovation, disciplined acquisitions, a vertical go-to-market approach and a sharper focus on North America, the world’s largest access solutions market. Building the foundation Elevating performance. dormakaba’s three-year transformation program delivered CHF 235 million in savings, lifting the adjusted EBITDA margin to a record 16.1%. Over the past three years, we have built strength, driving operational excellence through leaner manufacturing, smarter procurement, optimized R&D and simplified processes. The work continues: our commercial transformation is on track to deliver CHF 40 million in annual savings by financial year 2027/28. A cornerstone of this effort is the implementation of the dormakaba Business Services (dBS), our competence centers in Nogales (Mexico), Sofia (Bulgaria) and Chennai (India) that combine professional services across commercial, finance, IT, HR and other support functions with engineering and product development. Established to drive efficiency through AI-powered process automation, they now strengthen our operational resilience, generate business insights and give us the scalability to support growth. Together, they employ more than 800 colleagues. A rising share of production in best-cost countries optimizes our cost base. In April 2026, we opened a new facility in Nogales, expanding capacity at our vertically integrated North American plant producing door hardware, mechanical and electronic locks and safe locks. Near Sofia, a new plant is being commissioned and is planned to begin operations later in the year, supporting production and logistics across the region for entrance automation and entrance security solutions, both part of our Access Automation Solutions (AAS) portfolio. We continued to streamline our manufacturing footprint, closing smaller production sites such as Eggenburg in Austria. At the heart of these efforts is our ambition to think bigger together, act as a team of teams guided by our shared values and build a performance-oriented culture driven by continuous improvement, feedback and accountability. Reducing complexity. Simplifying our portfolio, operations and processes increases agility, strengthens execution and unlocks scalable growth. In 2025/26 we continued our portfolio review, divesting our time & attendance business in Brazil in November 2025. A globally aligned product roadmap directs resources toward strategic priorities: our door closer complexity-reduction initiative is on track to deliver savings by 2027/28, with further potential identified in exit devices and entrance systems controls (ESC). We have successfully reduced our software portfolio, with further optimization potential resulting from the development of global software platforms. Global product management and a platform-based approach, powered by the broad deployment of AI across the R&D organization, will accelerate innovation, enhance scalability and improve engineering efficiency. Operationally, we are shifting from a production-driven push model to a customer-centric pull model. Stronger sales and operations planning, a resilient supply network, manufacturing excellence and targeted investment in capacity and modernization are improving availability, lead times and cost competitiveness – key factors in winning business. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Strategy 22
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Innovate & grow A sharper go-to-market through verticals. We focus on key verticals where we see the greatest potential to grow and differentiate: aviation, data centers, healthcare, critical infrastructure, marine, sports & entertainment and hospitality. Dedicated vertical teams combine global expertise with strong local execution, building deep knowledge of each market’s regulations, customer journeys and ecosystems, and translating it into distinctive, end-to-end value propositions. Recent wins with American Airlines (aviation) in the US and the New Aker Hospital (healthcare) in Norway are examples of this strategy at work; the "Verticals in focus" section of this report explores the outcomes in depth. Accelerating profitable growth through targeted acquisitions. Bolt-on M&A is a distinct growth lever directed at deepening our capabilities in priority verticals and technologies. In 2025/26, acquisitions strengthened our data center offering, extended our aviation software portfolio, and advanced our mobile-credential technology – each reinforcing an existing strength and feeding our vertical go-to-market approach. Read this year's full acquisition story in the article “Disciplined M&A behind every priority" in this report. A sharper focus on North America. In the world's largest access solutions market, our growth plan is progressing under new regional leadership. We have strengthened our Access Hardware Solutions portfolio in exit devices and keys & cores, extended Access Automation Solutions through the acquisition of Avant-Garde, and strengthened Access Control Solutions in hospitality and components. Find out how the North American growth plan comes together in the article “North America: at the core of our growth ambition" in this report. Underpinned by sustainability Sustainability is both a competitive differentiator and enabler of customer value. Through energy-efficient, durable, responsibly sourced solutions, we help customers meet their own ESG goals while strengthening our resilience, our innovation capability and our long-term relevance. Transformation savings CHF 235m Over three years Adj. EBITDA margin 16.1% + 260 bps over three years Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Strategy 23
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Strategy 24
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Strategy 25
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Innovation
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 27
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 28
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 29
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 30
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 31
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 32
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Innovation 33
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Verticals
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 35
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 36
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 37
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 38
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 39
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 40
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 41
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 42
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Verticals 43
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Sustainability dormakaba Annual Report 25/26 Sustainability
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 45
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 46
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Corporate information
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Corporate information dormakaba Holding AG is the parent company of dormakaba Group, and owns 52.5% of dormakaba Holding GmbH + Co. KGaA, an intermediate holding company that comprises all the operating entities of the Group and is 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 2025 to 30 June 2026. They are prepared in accordance with Swiss GAAP FER, an internationally accepted accounting standard for small and medium-sized organizations 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. In addition to the requirements of Swiss GAAP FER, dormakaba Holding AG publishes a Group Management Report that complies with 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). 1 Under § 290 HGB, dormakaba Holding GmbH + Co KGaA is obliged to prepare consolidated financial statements, and under § 315 HGB it is obliged 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 Report are 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. It offers a broad, innovative portfolio of products, solutions and services designed to integrate seamlessly into building ecosystems. With a clear portfolio segmentation, dormakaba concentrates on its global core businesses Access Automation Solutions (door operators, sliding doors, and revolving doors), Access Control Solutions (connected devices and engineered solutions), Access Hardware Solutions (door closers, exit devices, and mechanical key systems), and Services. The company is also a market leader for Key Systems (key blanks, key cutting machines, and automotive solutions such as transponder keys and programmers), as well as Movable Walls (incl. acoustic movable partitions and horizontal and vertical partitioning systems). dormakaba leverages its long-standing innovation heritage and engineering expertise to anticipate evolving customer needs and deliver solutions that create value for customers and end users. dormakaba is active in around 130 countries, and is present in all relevant markets through production sites, distribution and service offices, and collaboration with local partners. Goals and strategies As a publicly listed company, dormakaba is committed to creating sustainable long-term value. Supported by its Pool Shareholder group, which promotes strategic continuity and a long-term perspective, the company seeks to balance the interests of shareholders with those of its other key stakeholders, including customers, technology and distribution partners, employees and associates. dormakaba's corporate strategy, From Shape to Growth, is designed to shape the company to unlock its full potential and accelerate profitable growth. For more about dormakaba’s strategy and its execution, see here. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 48
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Operating model dormakaba’s operating model reinforces the companyʼs strategic focus on customer centricity and value creation. A detailed description of dormakaba’s 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 and Organizational 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 2025/26. Compensation for the Board of Directors (BoD) and Executive Committee (EC) The principles governing compensation for the BoD and EC are set out in the Articles of Incorporation. 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 of compensation for new EC members (Article 25); agreements with members of the BoD and the EC, and notice periods for the members of the EC (Article 26); and their credits and loans (Article 28). The Compensation Report, which provides further details on the compensation system and on compensation paid out in the financial year 2025/26, is available here. Sustainability reporting The dormakaba Sustainability Report 2025/26 contains detailed information on the company’s sustainability framework, measures and progress. Disclosures on non-financial matters are made in accordance with Art. 964b of the Swiss Code of Obligations. The report has been prepared with reference to the European Sustainability Reporting Standards (ESRS) and draws on the structure, terminology and selected disclosure requirements of the ESRS. It also includes a detailed climate risk and opportunities analysis and a management report aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), and information on sustainable economic activities in line with the EU Taxonomy Regulation. The Sustainability Report is supplemented by annually issued reports on related matters, such as the Modern Slavery and Child Labor Statement, the Communication 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 2025/26 can be found in the Group Performance section of this Group Management Report and in the Consolidated Financial Statements for the financial year 2025/26. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 49
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Non-financial performance indicators dormakaba has defined a set of strategic non-financial performance indicators for each strategy cycle. These are continuously measured, with initiatives designed and implemented for improvement where needed. The main non-financial performance indicators are the following: ● Customers and products: customer satisfaction Customer satisfaction and product quality are crucial for dormakaba as its brands stand for the high quality of its products and services provided. Customer satisfaction is assessed through regular dialogue, as well as through market research. ● Customer experience tracking: Net Promoter Score As part of customer experience management, dormakaba runs an annual survey in its core and some additional markets to evaluate its Net Promoter Score (NPS) and customer satisfaction. The NPS indicates touchpoints along the customer journey where dormakaba has the opportunity to improve its customers’ experience, and provides insights on how to do business easily across all processes and product clusters. These insights help the company to initiate further measures to enhance customer experience on a local and global level. Human resources: employee engagement and diversity & inclusion Engaged employees and an inclusive workplace are essential to dormakaba’s transformation towards a customer-centric and performance-oriented work culture. Together, employee engagement and diversity & inclusion provide important insights into how employees experience the company’s culture, leadership and working environment, while helping to guide actions that strengthen collaboration, belonging and professional growth. In the reporting period, dormakaba conducted its global dormakaba dialogue, a comprehensive employee engagement survey comprising 32 questions across key dimensions such as strategy, behavior, work environment and leadership. The survey achieved a participation rate of 73%, demonstrating strong engagement and trust across the organization – particularly notable given the significant transformation underway. Overall engagement reached 70%, marking a significant increase from 61% in the 2023 Pulse Check at the early stage of the transformation and returning close to the 71% achieved in the previous full dialogue. The results reflect a resilient and committed workforce, with colleagues demonstrating a strong sense of pride and a clear understanding of how they contribute to dormakaba’s success. Key strengths include high levels of manager trust and open, two-way communication. Based on these insights, the leadership team has driven targeted follow-up actions at global, country and functional levels, with a particular focus on strengthening collaboration as one global team and simplifying how we serve our customers. At the same time, dormakaba has embarked on the introduction of its new values – Accountable, Bold, Connected (ABC) – which will further shape how teams work together and deliver impact, marking the beginning of the next phase of the company’s cultural journey. dormakaba fosters a diverse, inclusive and equitable workplace where employees can contribute different perspectives and feel a strong sense of belonging. This commitment is reflected in global policies such as the Code of Conduct, Talent Acquisition Directive, and Global Directive Anti-Harassment and Anti-Bullying, which promote inclusive recruitment, respectful workplace behavior and equal opportunity. As a signatory of the UN Women’s Empowerment Principles since 2022, dormakaba also reinforces its commitment to empowering employees regardless of gender. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 50
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dormakaba continues to strengthen inclusive behavior through unconscious bias training and related learning initiatives. The global Women & Allies Network, supported by selected local networks and tailored DE&I roadmaps, provides opportunities for connection, development, peer learning and inclusion for all employees. In FY 25/26, activities included attending external industry events and leadership summits, as well as hosting global webinars on allyship and career development. Local initiatives included extended parental leave in Switzerland, the continued Talentia development program in Spain, and In Full Bloom in Nogales, Mexico, which supports well-being, personal growth and open dialogue in the workplace. Compliance 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 Group- wide Code of Conduct, apply globally and cover internal processes as well as relations with external partners, including customers, authorities, and suppliers. dormakaba has developed a range of measures and processes to prevent abuses and ensure that responsibilities are met; 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 to external 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 and material topics are further described in its Statement of Commitment on Human Rights, which aligns with international standards, including the UN Guiding Principles on Business and Human 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 to develop prevention and mitigation measures integrated into company operations, training programs, policies, and management systems. Human rights-related risks identification and mitigation are also a central part of supplier due diligence. In the financial year 2025/26, a key focus has been on continuing to 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 2025/26. Environment As a manufacturer, dormakaba inevitably consumes resources and generates waste and emissions; environmental issues are therefore highly relevant along the Group’s entire value chain. The company’s Environment Directive defines fundamental requirements and regulations for environmental performance on a global level. A detailed overview of the company’s sustainability work and key benchmarks, including greenhouse gas emissions, energy consumption, water consumption and waste management, is available in the Sustainability Report 2025/26. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 51
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Supply chain dormakaba maintains a globally consistent procurement framework based on detailed assessments of business requirements and rigorous evaluation of current and prospective suppliers, supported by on-site quality audits where appropriate. The dormakaba Supplier Code of Conduct outlines minimum requirements relating to human rights, fair working conditions, environmental responsibility, and business ethics, among other criteria. dormakaba assesses suppliers’ risk and sustainability performance in collaboration with EcoVadis, a globally trusted and independent sustainability ratings provider. The company requires improvement plans where assessment results are unsatisfactory. Further information is available in the Workers in the Value Chain chapter of the Sustainability Report 2025/26. Capital structure Detailed information on dormakaba Holding AG’s capital structure can be found in the Corporate Governance Report 2025/26. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 52
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Opportunities & risks
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Opportunities & risks Opportunities Market trends Various megatrends influence the security and access solutions industry, driving demand growth and innovation. Rising urbanization creates demand for extended and smarter building infrastructure. Investments in safety and security are increasing amid advances in safety regulations and concerns around geopolitical instability, cybersecurity and asset protection. Increasing digitalization of services, especially cloud-based, mobile and data- driven, is changing how people interact with their physical environment. Sustainability and energy efficiency represent further powerful growth opportunities in the construction industry, driving demand for smarter materials, low-carbon building methods and future- ready infrastructure that reduces costs, emissions and resource over the long term. dormakaba invests significantly in innovation, product development, and sustainability to capture the growth these megatrends generate and to defend and extend its innovation leadership. Read more about our approach to innovation here. Industry consolidation The ongoing and anticipated consolidation of our industry presents further opportunities. Despite past consolidation, the market for security and access solutions remains highly fragmented: the three largest companies hold only about one third of market share. dormakaba intends to strengthen its market position further and will therefore continue to play an active role in industry consolidation. Market position As a leading global player in security and access solutions, dormakaba leverages innovation and sustainability to maintain and improve its position in a consolidating industry. Our business is characterized by high resilience, high barriers to entry and strong profit pools. Digitalization, country-specific regulation, reliable system integration and continuing after- sales service all reinforce customersʼ need for a close, lasting partnership with their chosen supplier. As a trusted innovator with a comprehensive solutions portfolio, broad and deep global market presence and strong pricing power, dormakaba is well-positioned to anticipate, influence and participate in significant developments in the building industry. The “dormakaba” brand Our brands are key assets in our business development and play a significant role in fostering customer loyalty and differentiation. Our main brand, “dormakaba”, is well known and recognized in the market for seamless flow, smart, secure and integrated access. Segmentation through a select number of strong regional, local and independent brands extends our channel penetration and market reach. Alongside the main brand, our portfolio includes well-established constituent brands such as Best, Alvarado, Kilargo and Groom, which inspire long-term customer loyalty. The Key Systems and Movable Walls businesses operate under the separate brands Dorma Hüppe, Modernfold, Skyfold, Silca, and Ilco. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 54
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Risks Risk policy, risk management, and risks at dormakaba Risk policy dormakaba operates in an international business environment subject to a variety of risks. Our risk policy provides a comprehensive framework for identifying, assessing, and mitigating these risks effectively, thereby safeguarding the resilience and success of our operations and objectives. Its primary goal is to secure the future development of the Group, achieve sustainable, profitable growth, and thereby increase enterprise value. In the course of our business activities, we are exposed to the general risks inherent in any entrepreneurial operation, which may impede or prevent the achievement of our goals. We analyze opportunities to meet or exceed planned targets in order to identify and assess associated risks. We monitor and manage these risks carefully, continuously adapting mitigation plans to changes. We always base our strategic and operational decisions on a systematic analysis and evaluation of the opportunities and risks related to our assets, financial position and earnings. We avoid risks we assess as incalculable, unreasonably high, or existential. Opportunities, as defined in our opportunity and risk policy, are chances to use events, developments, or active operations to achieve or exceed planned quantitative and qualitative objectives. Risks, as defined in our risk policy, encompass all internal and external events and developments that could negatively affect our planned economic success. In addition to direct, quantitatively measurable risks, we also consider qualitative risks such as reputational risk. Risk management dormakaba aims to sustainably increase its enterprise value (see Strategy section). Active risk management supports the company’s management in achieving this goal. To identify opportunities and risks at an early stage and control them actively, we have implemented a comprehensive risk management system. a) Global internal control systems dormakaba operates a global Internal Control System (ICS), which ensures that business activities are correctly recorded, analyzed, evaluated and transmitted to the external accounts. Its essential characteristics with respect to accounting are: ● A clear organizational, business, controlling and monitoring structure; ● Protection of computer systems used for accounting against unauthorized access; ● Development, implementation and communication of internal regulations covering the specific requirements; ● Ensuring that the departments and individuals involved in accounting meet the requirements in terms of quantity and expertise; ● Continuous verification of the accuracy and completeness of data in the accounting system through the ICS and the internal reporting systems; ● Regular spot checks of the implemented processes and controls by the Internal Audit department; ● Application of the four-eyes principle to all processes relevant to accounting and to the separation of functions, subject to special audits; ● Regular review by the BoD of main topics relevant to accounting, risk management, Internal Audit, the external audit mandate and external audit priorities. Statutory and internal corporate guidelines and directives ensure consistent and proper financial accounting and reporting. The application of clear and consistent accounting rules and a uniform consolidation software tool secure consistent financial reporting throughout the Group, in line with legal and statutory requirements and our chosen accounting framework, Swiss GAAP FER. Further information can be found in the Corporate Governance Report 2025/26. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 55
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b) Risk management system Risk management is integrated into our regular business and decision-making processes, codified in internal rules and regulations, and binding for all Group companies. It comprises 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. The Board of Directors (BoD) defines and monitors risk management (“risk governance”), while the Audit Committee (AC) oversees implementation. The Executive Committee (EC) and line managers throughout our organization are responsible for implementing and applying the system. Our risk management system distinguishes between operational and strategic risks: ● Operational risks are future events that could impair the efficiency or effectiveness of business processes, or compromise compliance with regulations or reporting requirements in day-to-day business. The countries and Global Functions are responsible for identifying and controlling these risks. ● Strategic risks are future events that may compromise our long-term development and prevent us from achieving our strategic objectives. Reports from the Regions and Global Functions are consolidated at Group level into risk maps showing likelihood of occurrence and potential amount of damage, each 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, which the BoD approves through its Audit Committee. The EC reviews the risk situation every half year. Additionally, the risk situation is discussed and reviewed quarterly during Monthly Performance Review meetings. Group Internal Audit is responsible for internal audits at dormakaba. It reports directly to the AC and functionally to the Chief Financial Officer (CFO). All audits performed in the financial year 2025/26 followed the annual audit plan approved by the AC. Risks faced by dormakaba a) Risks arising from business transactions Our strategy includes active portfolio management, acquisition and divestments. These activities create risks in the evaluation, transaction and integration of the corresponding entities and assets. To minimize them, dormakaba manages acquisition projects rigorously through standardized due diligence and post-merger integration processes, drawing on well- trained specialist employees and professional external support. b) Opportunities and risks arising from the business model In recent years, we have steadily extended our portfolio of electronic and cloud-based solutions. Our products frequently serve security-relevant, increasingly connected applications such as access control systems. This exposes dormakaba to cybersecurity risks – for example, unauthorized access by hackers to sites and premises protected by dormakaba products – with potential reputational damage and liability claims. We counter the increasing significance of these threats during product development by employing the latest methods to identify and close known vulnerabilities in hardware and software before launch. Existing products – mechanical, electronic and cloud-based, undergo continuous testing to maintain robustness against new threats. In addition, we hold product liability insurance covering cyber threats arising from our products, to an economically reasonable extent. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 56
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Digital transformation is progressing rapidly, and keeping pace is essential to our success – in our products and their connectivity as well as in our services and operational processes. Sudden, disruptive developments have become common, and existing competitors or new market entrants could use such leaps to create significant advantages. Our innovation management team systematically monitors and analyzes the relevant technologies, while targeted analysis of market and competitive intelligence within mid-term planning ensures that local conditions are also considered. As a manufacturer and supplier of high-quality access products and solutions in the premium market segment, we also face growing price pressure in relevant markets and specific product areas. We counter this risk by developing new products that offer customers more advanced solutions, services and business models, and by continuously improving operational efficiency, thus securing our market position. Systematic strategic pricing complements these efforts. A significant manufacturing risk is the possibility of a lengthy interruption to operations at one or more of our worldwide production sites, for example due to fire or cyberattack. Supplier failure and poor-quality raw materials and components constitute further risks. Alongside essential insurance protection, loss prevention programs at all manufacturing sites aim to minimize these risks. These programs include regular updates, formulation and implementation of fire prevention measures, regular site visits and systematic risk-grading analyses conducted by our global insurance provider, who also organizes feedback loops and supports improvement projects. Harmonized equipment, processes and capabilities across production sites, complemented by qualified external supplier contingency arrangements, further strengthen manufacturing continuity. To counter the increasing risk of cyberattacks on information technology and operational technology alike, we have established an information security organization that assesses cyber threats and orchestrates mitigation projects to protect vital assets. Manufacturing processes create the risk of air and water pollution. dormakaba invests continuously in environmental protection measures to minimize this risk; the Sustainability Report 2025/26 provides specific information on measures and relevant certifications. As a globally active company, dormakaba is exposed to risks arising from the political situation in individual countries and regions, as well as from pandemics, wars and trade conflicts between countries or country groups. Such risk drivers can rarely be influenced. dormakaba carefully monitors such situations and implements prompt and appropriate risk control measures. dormakaba’s top priority is always to protect its employees. Global uncertainty increased with the outbreak of the war in the Middle East, and the further development of the global economy depends on how the conflict evolves. Ongoing trade tensions and the threat of new tariffs are further sources of uncertainty, and may hinder economic growth. To respond adequately to a macroeconomic downturn, dormakaba applies state-of-the-art contingency planning to minimize the impact on business operations and supply chains, and thus on customers and employees, while maintaining a strong focus on financial stability. Additionally, scenario planning identifies organizational and geographic units that offer scope for cost reduction, as well as opportunities to introduce new products or fine-tune our approach to specific markets. We monitor and re-evaluate the situation at short, institutionalized intervals to keep pace with geopolitical and economic developments and remain capable of reacting quickly and adequately to change. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 57
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c) IT risks IT systems support our main business processes and customer solutions. The failure of these systems, or the permanent loss of data through operating or program error, or through increasingly prevalent external influences such as cybercrime, represents a risk. To limit the risk of failure of critical systems and infrastructure, including operational technology (OT) in manufacturing, our IT strategy applies state-of-the-art protection standards: email address validation, client security protection and monitoring, identity and access control management, network security management, network and infrastructure management (including 24/7 monitoring, high-level firewall protection tools and redundant network connections), special OT cybersecurity measures, and IT continuity operating plans providing 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 awareness training (e-learnings and behavior training on phishing malware) is mandatory worldwide for all employees with access to corporate IT systems. Additionally, dormakaba holds insurance against cyber threats to its own systems, to an economically reasonable extent. Successful and timely execution of our global IT strategy – the standardization of applications and infrastructure – is vital for our future success. Failure could result in the delay of integration projects and underperformance of important business or Group-wide processes, with financial consequences. A Group-wide program drives the mitigation of risks arising from outdated or out-of- maintenance legacy systems. d) Legal and tax risks As a globally active group of companies, dormakaba is exposed to the risk of legal disputes, including product liability, competition and antitrust law and intellectual property rights. Group-wide standards, training and controls have been implemented to mitigate these risks. International business activities can also give rise to tax-related risks. To identify and manage them, dormakaba has established directives and manuals based on a tax policy approved by the BoD. Intra-Group transactions can raise concerns regarding the correct profit allocation across countries. We adhere to the Arm’s Length Principle as defined by the Organization for Economic Cooperation and Development (OECD), ensuring that profits are taxed where economic value is created. Additionally, we submit an annual Country-by- Country Report (CbCR) detailing the amount of taxes paid. Moreover, all transactions may be subject to export control regulations. Compliance is managed through Group-wide standards, including directives, manuals and employee training. Our Tax and Customs Department works closely with local finance and legal teams and consults external advisors as needed. e) Compliance risks All business activities carry compliance risks, especially where the business model involves worldwide production and sales, growth into new markets and international procurement. Significant compliance risks include bribery and corruption, infringements of antitrust and competition law, fraud, preferential treatment of business partners for personal motives and violation of intellectual property rights. Group Compliance supports our management and employees in taking decisions consistent with applicable laws and corporate regulations and in acting with integrity. Its Compliance Management System meets the most stringent certification requirements under best- practice standards. Group directives, directives and local guidelines covering our main activities provide a full set of internal rules and regulations, and are regularly updated. Beyond mandatory Code of Conduct training for all employees, those whose roles expose them to specific compliance risks receive further training, e.g. in antitrust and anticorruption. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 58
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f) Financial risks Our international business activities expose us to various financial risks, including liquidity, credit, interest rate and foreign currency risks. We manage liquidity risk centrally through continuous monitoring of cash positions, diversified funding sources and maturities, and adequate credit facilities. Credit risk relates primarily to trade receivables and to deposits with banks and financial counterparties; strict receivables management and collaboration exclusively with highly-rated banks and financial institutions mitigate this risk. Interest rate risk arises mainly from short-term borrowing, while long-term borrowing carries a fixed coupon. Foreign currency exposure results from translation and transaction risks associated with our global operations and financing activities. We actively manage transaction risks through natural hedges, centralized netting arrangements, and, where appropriate, derivative financial instruments, and monitor translation risks on an ongoing basis. Funding for dormakaba Group companies is managed centrally. Our syndicated revolving credit facility, agreed with a consortium of banks during the financial year 2020/21, amounts to CHF 525 million. Its initial tenor of five years included one two-year extension option and the possibility to increase the facility by CHF 200 million; the extension option was exercised, extending the maturity date to 31 December 2027. Additional bilateral credit facilities are in place with various regional banks. We therefore hold sufficient liquidity reserves to ensure that even unexpected events do not significantly affect our liquidity position. Our long-term financing needs are covered by a bond portfolio consisting of two CHF-denominated bonds: CHF 275 million for 2022–2027 and CHF 200 million for 2025–2030. The bonds secure a solid, well-balanced mid-term maturity structure for dormakaba’s debt portfolio. From a regulatory perspective, dormakaba is required to report its derivatives transactions under EMIR and FinfraG. The European Market Infrastructure Regulation (EMIR), the EU initiative regulating OTC trade in derivatives, imposes an audit duty. The annual audit under § 20 para. 1 of the German Securities Trading Act for the audit period from 1 July 2024 to 30 June 2025 confirmed that dormakaba maintains an overall, and in all respects appropriate and effective, system for ensuring compliance with the statutory requirements. Switzerland regulates the OTC trade in derivatives through the Finanzmarktinfrastrukturgesetz (FinfraG); all our Swiss-based Group companies are classified as small non-financial counterparties (“NFC”), and have signed agreements with their banks delegating reporting duties. g) Sustainability and other risks Our business model could also give rise to further risks, such as sustainability compliance risks (including compliance with materials restriction laws or human rights due diligence laws), environmental and climate change risks, and liability risks resulting from local laws that are not known at Group level. dormakaba counters these risks through diverse measures, including its sustainability framework and organization, the consistently high quality of its products and services, the engagement of legal experts when a legal dispute risk is identified, and appropriate insurance cover. Full disclosure of climate change-related risks is available in dormakaba’s annual submission to the Carbon Disclosure Project (CDP) and in the climate risk analysis in the Sustainability Report 2025/26, aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 59
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Assessment of overall risk and opportunity situation In conclusion, dormakaba’s opportunity and risk situation can be rated as moderate. Our risk management system identifies and continuously monitors existing risks and appropriate countermeasures mitigate them where necessary. With strong brands, a comprehensive portfolio, wide market presence, and an established innovation structure and approach, our prospects for further profitable growth remain promising. Our “From Shape to Growth” strategy, with its three pillars – Elevate Performance, Reduce Complexity and Innovate & Grow – gives dormakaba additional leverage to capitalize on these strengths. There is no indication of any risk that would endanger the continued existence of dormakaba. No specific risk has been identified that could significantly affect the assets, financial position, or earnings, nor is there evidence of any material liquidity risk. A material deterioration in future assets, financial position and earnings is not expected under the current risk situation. This assessment is based on the assumption that no global economic recession hits the markets in the near future. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Sustainability 60
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Corporate Governance Report dormakaba Annual Report 25/26 Corporate Governance Report 2025/26
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General framework This report 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 for the financial year 2025/26 is as of 30 June 2026. dormakaba’s corporate governance largely adheres to the guidelines and recommendations set out in the 2023 edition of the Swiss Code of Best Practice for Corporate Governance. dormakaba has made some adjustments and simplifications to suit its management and shareholder structure, as well as its medium size. dormakaba’s principles and rules regarding corporate governance are detailed in its Articles of Incorporation and further regulations. The ultimate parent company of dormakaba, dormakaba Holding AG, is listed on SIX Swiss Exchange and is headquartered in Rümlang, Zurich, Switzerland. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 62
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Group structure and shareholders Group structure dormakaba is split into two segments: the global core business Access Solutions and the standalone global Key & Wall Solutions and Original Equipment Manufacturer (KWO) business. Further details on the operating model and the organizational structure are shown under note 1.1 of the Consolidated Financial Statements. The entities within the Group’s scope of consolidation are listed in the Financial Statements. Major shareholders As at 30.06.2026 No. of shares at CHF 0.01 par value % As at 30.06.2025 No. of shares at CHF 0.01 par value % Pool Shareholders 1 11,624,130 27.7 11,624,230 27.7 Group’s treasury shares 411,732 1.0 413,330 1.0 Public shareholders SEO Management AG 2,241,152 5.3 3,391,090 8.1 UBS Fund Management (Switzerland) AG 2,107,310 5.0 2,107,310 5.0 Other public shareholders 25,490,264 60.7 24,352,960 58.0 Total public shareholders 29,838,726 71.0 29,851,360 71.1 BoD and EC members 2 BoD members 2,325,867 5.5 2,315,780 5.5 EC members 32,800 0.1 26,380 0.1 Total BoD and EC members 2,358,667 5.6 2,342,160 5.6 Less double-counting in respect of Pool Shareholders 3 –2,232,995 –5.3 –2,230,820 –5.4 Total shares 42,000,260 100.0 42,000,260 100.0 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, CM- Familienstiftung / Düsseldorf, Laetitia Brecht-Bergen / Düsseldorf, Leander Brecht-Bergen / Düsseldorf, Stephanie Brecht-Bergen / Düsseldorf, SBB Beteiligungs- GmbH / 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, Flo Flückiger / Herrliberg, Marina Forrer / Porrentruy, Christian Forrer / Bern, 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. The above table sets out the shareholder structure of dormakaba Holding AG on the balance sheet date of 30 June 2026 or as last reported 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 to the 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. The Mankel/Brecht-Bergen family and the former Kaba family shareholders (collectively referred to as the Pool Shareholders) have concluded a pool agreement that governs the mutual rights and obligations of all parties. The pool agreement states that the Pool Shareholders 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 1 2 3 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 63
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meeting of shareholders (General Meeting). This proposal right for up to five Board members reflects the majority participation of the Pool Shareholders in the operational business of dormakaba. Members of the Pool Shareholders hold: ● 27.7% of the 52.5% in dormakaba Holding GmbH + Co. KGaA, which is directly held by the ultimate parent company dormakaba Holding AG; and ● 47.5% in dormakaba Holding GmbH + Co. KGaA (held by the Mankel/Brecht-Bergen Family). These shareholdings represent an economic interest of 62.0% in dormakaba. The Pool Shareholders undertake to exercise their voting rights in concert when voting on General Meeting resolutions. The Pool Shareholders also grant each other 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, the Pool Shareholders 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 Pool Shareholders are selling. This is designed to prevent any price discrimination against minority shareholders. As far as dormakaba Holding AG is aware, there are no further shareholder agreements or other agreements between the major shareholders mentioned that involve the dormakaba Holding AG shares they own or that involve the exercise of the shareholder rights these shares confer. Cross-shareholdings dormakaba has not entered into any capital or voting cross-shareholdings with other companies. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 64
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Capital structure Capital dormakaba Holding AG’s share capital as of 30 June 2026 is CHF 420,002.60, divided into 42,000,260 fully paid-up registered shares with a nominal value of CHF 0.01 each. As at 30 June 2026, dormakaba Holding AG has conditional capital of a maximum of CHF 42,438.40 (corresponding to 10.10% of the share capital) for issuing bonds or similar instruments (up to a maximum of CHF 36,000, divided into 3,600,000 registered shares with a nominal value of CHF 0.01 each) and for employee participation programs (up to a maximum of CHF 6,438.40, divided into 643,840 registered shares with a nominal value of CHF 0.01 each), and a capital range reaching from CHF 378,002.60 (lower limit) to CHF 462,002.60 (upper limit). Further details on conditional capital and capital range are provided below in the next two sections. The total of new registered shares to be issued from conditional share capital and the capital range, where the subscription or advance subscription rights were restricted or excluded (see below), is limited until 5 October 2028 or until an earlier expiry of the capital range, to 4,200,000 new registered shares (i.e. to less than 10% of the currently issued share capital). Conditional capital The share capital of dormakaba Holding AG may be increased by an amount not exceeding CHF 36,000 by issuing up to 3,600,000 registered shares, to be fully paid up, with a nominal value of CHF 0.01 each, through the exercise of conversion and/or option rights that have been granted in connection with the issue of bonds or similar instruments by dormakaba Holding AG or a Group company, and/or through the exercise of option rights that have been conferred on shareholders. If bonds or similar instruments are issued in connection with conversion and/or option rights, the subscription rights of existing shareholders are excluded. The right to subscribe to the new registered shares falls to the respective holders of conversion and/or option rights. The purchase of registered shares by exercise of conversion and/or option rights, as well as every subsequent transfer of registered shares, is subject to the restrictions set out in the Articles of Incorporation. The BoD is entitled to limit or abolish the pre-emptive subscription right of shareholders in connection with the issue of bonds or similar instruments with conversion and/or option rights if such instruments are issued for the purpose of financing the acquisition of companies, parts of companies or equity interests. In addition, the share capital of dormakaba Holding AG may be increased by no more than CHF 6,438.40 by issuing to employees and BoD members of dormakaba Holding AG and of Group companies no more than 643,840 registered shares with a nominal value of CHF 0.01 each, which must be fully paid up. The subscription rights of existing shareholders to such new shares are excluded. Registered shares or option rights in this respect will be issued to employees or BoD members subject to one or more sets of regulations to be defined by the BoD and taking into account individual performance, function and level of responsibility. The group of beneficiaries and the principles of allocation are disclosed in the Compensation Report. Said registered shares or option rights may be issued to employees or BoD members at a price below the market price. In connection with the issue of option rights to employees and BoD members, the pre-emptive subscription rights of existing shareholders are excluded. The purchase of shares within the context of employee share ownership schemes and any subsequent transfers of such shares are subject to the restrictions set out in the Articles of Incorporation. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 65
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Capital range The annual general meeting of shareholders (Annual General Meeting/AGM) of 5 October 2023 created a capital range pursuant to article 653s of the Swiss Code of Obligations and authorized the BoD of dormakaba Holding AG to increase or reduce the share capital of the company once or several times within the capital range between CHF 378,002.60 (lower limit) and CHF 462,002.60 (upper limit) until no later than 5 October 2028 or until the earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 4,200,000 fully paid registered shares with a nominal value of CHF 0.01 each or by cancelling up to 4,200,000 registered shares with a nominal value of CHF 0.01 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and re-increase of the share capital. In the event of an issue of registered shares, the subscription to and acquisition of new registered shares and each subsequent transfer of registered shares shall be subject to the restrictions set out in the Articles of Incorporation. In the event of a capital increase within the capital range, the BoD determines, to the extent necessary, the number of new shares, the date of issue, the issue price, the type of contribution, the conditions of exercising subscription rights, and the start date for dividend entitlement. The BoD may issue new shares by having a bank, another financial institution or third party underwrite them all, and then making an offer to existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The BoD is entitled to permit, restrict or exclude trading with subscription rights. The BoD can let unexercised subscription rights lapse, or can take these rights, or the shares for which these rights are granted but not exercised, and place them at market conditions, or use them otherwise in the interests of dormakaba Holding AG. In the event of a share issue, the BoD is authorized to cancel or restrict and allocate shareholders’ subscription rights to third parties, to dormakaba Holding AG, or a Group company under the conditions or for the reasons or purposes set forth in the Articles of Incorporation (see § 3c – Capital Range). Changes in capital in the last three financial years The share capital of dormakaba Holding AG has not changed in the last three financial years. Changes in equity of dormakaba Holding AG within the last three financial years CHF million 30.06.2026 30.06.2025 30.06.2024 Equity Share capital 0.4 0.4 0.4 Reserves from capital contributions 0.0 0.0 1.5 Legal reserves 261.0 261.0 261.0 Reserves for treasury shares 26.2 27.8 5.7 Available retained earnings 573.0 575.2 594.0 Total equity 860.6 864.4 862.6 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 66
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Shares and non-voting shares (Partizipationsscheine) Each share entitles the holder to one vote at the General Meeting of dormakaba Holding AG. Voting rights can only be exercised if the shareholder is registered with voting rights in the share register of dormakaba Holding AG. The shares of dormakaba Holding AG are not physical but are issued purely as security rights. They are registered as book-entry securities. Shares carry full dividend rights. There are no outstanding shares with privileged dividend rights or other preferential rights. dormakaba Holding AG has not issued any non-voting shares (Partizipationsscheine). Profit-sharing certificates (Genussscheine) dormakaba Holding AG has not issued any profit-sharing certificates (Genussscheine). Limitations on transferability and nominee registrations Transfers of shares of dormakaba Holding AG require the approval of the BoD of the company. The Articles of Incorporation do not provide a percentage limit on the number of shares beyond which an acquirer may not be recorded as a shareholder in the share register. Acquirers of shares shall be recorded in the share register as shareholders with voting rights upon request, if such acquirers expressly declare that they have acquired these registered shares in their own name and for their own account, that there is no agreement on the redemption or the return of corresponding shares, and that they bear the economic risk associated with the shares. Art. 685d para. 3 of the Swiss Code of Obligations remains reserved. The BoD will register individual persons who do not expressly declare that they hold the shares for their own account (“nominees”) in the share register with the right to vote, provided the nominee has entered into an agreement with the BoD with respect to its position, and if the nominee is subject to recognized banking or financial market supervision. Otherwise, such shares held by nominees can be registered in the share register without voting rights. In the financial year under review, the BoD granted no exemptions from the transfer restrictions. Canceling or changing the limitations on the transferability of shares requires a resolution by the General Meeting supported by at least two-thirds of the votes represented. Book-entry securities based on dormakaba Holding AG shares cannot be transferred by assignment; neither can collateral be placed by assignment on these book-entry securities. The transfer of such book-entry securities follows the stipulations of the Swiss Federal Intermediated Securities Act. Convertible bonds and options Neither dormakaba Holding AG nor any of its Group companies have issued any convertible bonds or warrants that are still outstanding, or any options. This does not include the allocation of shares to employees under the stock award plans, details of which are given in the Compensation Report. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 67
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Board of Directors (BoD) 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. BoD members The BoD of dormakaba Holding AG currently has ten members. All members are non- executive. None of the Directors have been members of the Executive Committee (EC) of dormakaba Holding AG at any time in the last five financial years. No BoD member has 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 of Incorporation. Based on the principles of the Swiss Code of Best Practice for Corporate Governance established by economiesuisse, all BoD members are independent. The following table lists the name, year of birth, date of joining the BoD, gender, and nationality of the individual BoD members. BoD members as of 30 June 2026 Name/Position Year of birth Entry Gender Nationality Svein Richard Brandtzaeg (Chair) 1957 2022 m NO Kenneth Lochiatto (Vice Chair) 1963 2022 m US Thomas Aebischer 1961 2021 m CH Jens Birgersson 1967 2018 m SE Stephanie Brecht-Bergen 1985 2015 f DE Hans Gummert 1961 2015 m DE Marianne Janik 1965 2024 f FR, DE Ilias Läber 1974 2024 m CH Ines Poeschel 1968 2023 f CH Michael Regelski 1965 2022 m US Elections and terms of office The BoD of dormakaba Holding AG is elected by the AGM, with each member standing for election individually. The Articles of Incorporation state that the BoD shall have between five and 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 72 years of age, BoD members shall resign at the next AGM. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 68
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Internal organization According to the Swiss Code of Obligations and dormakaba Holding AG’s Articles of Incorporation and Organizational Regulations, the main responsibilities of the BoD are: ● The strategic direction and management of dormakaba Group; ● Structuring the accounting system, the financial controls, and the financial planning; ● Appointing and dismissing members of the EC; ● Overall supervision of business activities; ● Approving the Group-wide codes of conduct or ethics (incl. supplier codes), the sustainability 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 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, with the following exception: frame agreements for procurement of standard materials and components only for a value greater than CHF 50 million; ● Approving the signing authority of dormakaba Holding AG representatives. The relevant decisions are taken by the whole BoD. The CEO and CFO regularly participate in meetings 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: Main topics of each ordinary BoD meeting: ● Report by the CEO; ● State of the business, including performance and forecast; ● Projects update; ● Reports by the Chairs of the committees; ● Alternating updates by Global Functions such as HR, Information Security (cyber), IT and Cyber Resilience, Innovation and Product Development. Further standard agenda topics per meeting: ● February meeting: Report on the EC strategy/medium-term plan workshop/succession planning at BoD and EC level and management development/financial statements and Interim Report of last half-year/self and (every second year) skills assessment of BoD members; ● June meeting: Strategy update/annual budget and medium-term plan; ● August meeting: Financial statements, Annual Report and Sustainability Report of last financial year/AGM agenda and motions Strategy update; ● October meeting: Constitution of the BoD and its committees; ● October or December meeting: Annual BoD schedule. The BoD held six meetings in total during the financial year 2025/26, all ordinary ones: one lasted eight hours, one lasted seven hours and four lasted between three and four and a half hours. All BoD members attended all meetings held, except one member was excused for one meeting. 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 2025/26. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 69
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Attendance at BoD and committee meetings during the financial year 2025/26 BoD AC NCC Ordinary Extraordinary Ordinary Extraordinary Ordinary Extraordinary Total number of meetings held 6 – 4 – 4 1 Svein Richard Brandtzaeg (Chair) 6 n/a 4 1 Kenneth Lochiatto (Vice Chair) 6 n/a 4 1 Thomas Aebischer 6 n/a 4 n/a Jens Birgersson 6 n/a 4 n/a Stephanie Brecht-Bergen 6 n/a 4 1 Hans Gummert 5 n/a 4 n/a Marianne Janik 6 n/a Ilias Läber 6 n/a Ines Poeschel 6 n/a 4 1 Michael Regelski 6 n/a 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 these committees are elected by the BoD. The committees meet regularly and are obliged to produce minutes, as well as recommendations for 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 Name (Nationality) Audit Committee (AC) Nomination and Compensation Committee (NCC) Svein Richard Brandtzaeg (NO) C Thomas Aebischer (CH) C Jens Birgersson (SE) M Stephanie Brecht-Bergen (DE) M Hans Gummert (DE) M Kenneth Lochiatto (US) M Marianne Janik (FR,DE) Ilias Läber (CH) Ines Poeschel (CH) M Michael Regelski (US) C(hairperson), M(ember) Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 70
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Audit Committee (AC) The AC is composed of three non-executive BoD members, who have professional or other experience of finance and accounting: ● Thomas Aebischer (Chair) ● Jens Birgersson ● Hans Gummert The BoD has specified that members of the AC must meet certain requirements with regard to independence and skills. 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 2025/26, the AC held four meetings, each lasting between two and four hours. The CEO and the CFO take part in the meetings in an advisory capacity, as do, where necessary, representatives of the audit firm, representatives of Global Internal Audit and of the Group Controlling & Accounting department, and the Chief Legal Officer. In the financial year 2025/26, the Chief Legal Officer, the SVP Group Controlling & Accounting, the VP Internal Audit and representatives of the audit firm participated in all four meetings. The AC minutes the deliberations and decisions 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 and Sustainability 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 the internal 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, and optimizing 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 business risks. Legal risks include current or potential legal disputes; operational risks include scenarios such as operational failures, supply chain issues, cyber security, 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. The AC regularly reports to the BoD as a whole about its activities, and notifies the BoD immediately about important matters. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 71
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The agendas for the AC meetings are defined by its Chair based on an annual standard agenda. Main topics of the meetings are: ● 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 Governance and 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 the onboarding of the newly elected audit firm Ernst & Young AG, the change of the Accounting Framework from Swiss GAAP FER to IFRS proposed by the management, the assessment and review of the Group Tax and the Internal Audit strategy and the US tariffs implications, including their refund. Nomination and Compensation Committee (NCC) The NCC consists of four non-executive BoD members: ● Svein Richard Brandtzaeg (Chair) ● Stephanie Brecht-Bergen ● Kenneth Lochiatto ● Ines Poeschel 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 2025/26, the NCC held five meetings, four ordinary and one extraordinary, all lasting one to two hours. Further, the Committee members participated in, and entertained, interviews with candidates and separate sessions regarding succession. The CEO and the Chief Human Resources Officer take part in the meetings in an advisory capacity. The Senior Vice President Total Rewards and member(s) of the external executive compensation consultancy attend the compensation topics of the meetings, excluding parts where their own compensation and/or performance are being discussed. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 72
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The NCC’s main compensation tasks are: ● Propose and periodically review the compensation policy and regulations for the attention of the BoD (the details of the compensation policy of dormakaba are set out in the Compensation Report); ● Propose to the BoD the specific design of the fundamental compensation elements and the determination of the compensation-related performance objectives (including the sustainability-related targets in the management incentive plans); ● 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 and the 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 and related talent management; ● 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 and proposal on total amounts for AGM approval and individual amounts for BoD approval; ● Performance-related EC compensation: target amounts, objectives, and KPIs; ● Shareholding guidelines for BoD and EC; ● Compensation Report. Nomination matters: ● BoD and EC succession planning, including skills/expertise assessment; ● HR roadmap, including talent management; ● Employee engagement: surveys and action items. During the year under review, key NCC topics beyond the standard items included the outcome of the dormakaba 2025 employee engagement program, the BoD and Top Management succession planning and the review of performance-related compensation. Powers and responsibilities Management organization The BoD has the highest responsibility for business strategy and supervises the management of dormakaba. It has the highest decision-making authority and sets the strategic, organizational, financial planning, and accounting rules that dormakaba must follow. The Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 73
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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 and functions of the EC are set out in the Organizational Regulations of dormakaba Holding AG. The following roles currently have a seat on the EC and report to the CEO: The Chief Financial Officer (CFO), the Chief Commercial Officer (CCO), the Chief Innovation Officer (CIO), the Chief Operations Officer (COO), the Chief Transformation Officer (CTO) and the President KWO (currently, the same person holds the last two roles). Sustainability (Environmental, Social, and Governance, ESG) 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 the assurance of the Sustainability report. The NCC is responsible for approving sustainability-related targets in performance-related compensation. The BoD Chair is responsible for monitoring sustainability implementation progress against targets and for evaluating and monitoring sustainability 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. Chief Executive Officer (CEO) The CEO manages dormakaba. He is responsible for all matters that are not allocated to other 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- and medium-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 and the medium-term plan, which covers a three-year period, individual projects, and the statutory and consolidated financial statements of dormakaba. The CEO submits recommendations to and works closely with the NCC about personnel issues at the EC level. The CEO also makes proposals to the NCC regarding the remuneration of EC members. The CEO regularly reports to the BoD about business performance, anticipated important business issues and risks, and about key changes at senior management level. BoD members may request and examine further information. The CEO must inform the BoD Chair immediately about any extraordinary developments, who in turn decides about the information of the BoD. 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 achievability of the budget, which shows the first year of the medium-term plan for each reporting unit, is assessed 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 about progress against the budget and comparisons with the previous year. At monthly meetings (monthly performance reviews), the other members of the EC inform the CEO and the CFO about business performance and notable events based on written reports about, for example, achievement of budget targets. At BoD meetings, a summary of these reports is discussed and assessed with the CEO and the CFO. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 74
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The financial part of the Management Information System is supplemented by semi-annual risk reports as well as annual updates on compliance, sustainability and cyber security. Skills and expertise of the BoD In line with the guideline of the Swiss Code of Best Practice for Corporate Governance for well-balanced representation, the BoD members have a broad spectrum of educational backgrounds, professional skills, and expertise, as well as personal qualities from a range of industries. 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 an annual basis. The outcome of the skills assessment (see table below) and the self-evaluation are discussed within the BoD to define measures to improve quality of work within the BoD and its committees. During the year under review, the BoD again assessed its work and the work of its committees and discussed the BoD interactions and performance. Definition and assessment of BoD skills Board of Directors by career, experience, skills and knowledge Percentage Public / Private Company CEO 40% Financial 70% Industry 70% Corporate Responsibility 50% Securities / Legal 30% Commercialization / Marketing 60% Digital 60% Talent Management 80% Technology / Cybersecurity 60% Public Company Board 70% M&A / Business Development & Licensing 80% All required competencies are represented in the BoD, with emphasis on business development and M&A as well as talent management experience (80%), financial skills, board experience in listed undertakings and strategic industry and market knowledge (70%) and cyber and information technology skills, as well as digital business model experience (60%). Details on age, gender, geographic, and tenure diversity can be found in the table “BoD members as of 30 June 2026". 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 the abovementioned 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 shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 75
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BoD members as of 30 June 2026 Svein Richard Brandtzaeg Chair Board of Directors & Chair Nomination and Compensation Committee Norwegian citizen Education M.Sc. Norwegian University of Science and Technology/NTNU, Materials and Chemical Engineering, Trondheim (NO) 1981; Foundation Program in Business Administration (Bedriftsøkonom), Norwegian School of Management/Bedriftsøkonomisk Institutt, Trondheim (NO) 1983; Ph.D. Norwegian University of Science and Technology/NTNU, Institute of Inorganic Chemistry, Trondheim (NO), 1985; Postdoc, University of Auckland, Institute of Chemical and Materials Engineering, Auckland (NZ) 1989 Career2 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 and Industry Development in Norway (Distriktsnæringsutvalget); 2019–2020 Member of 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 Directors of the Norwegian University of Science and Technology (elected by the Norwegian Government) (NO); 2013–2016 Chairman of the Board of Directors of Sapa AS (NO); 2012–2019 Norwegian representative in the Bilderberg Meetings Steering Committee (NO); 2009–2019 President & CEO of Norsk Hydro ASA1 (NO) Board mandates and other activities Since 2024, Member of the Board of Directors of Rotork plc1 (UK); since 2023, Chair of the Council on Ethics of The Norges Bank Investment Management (NO); since 2021, Member of the Board of Directors of Mondi Plc1 (UK) 1 Listed company 2 Complete profile is available on the dormakaba Group website. Kenneth Lochiatto Vice Chair Board of Directors Member Nomination and Compensation Committee US citizen Education Carnegie Mellon University, M.Sc., Industrial Administration, 1992; Rensselaer Polytechnic Institute, B.Sc., Mechanical Engineering, 1985 Career Between 2015–2024 President & CEO and between 2014–2015 President & COO at Convergint; WMS Gaming, Inc. (USA): 2012–2013 President / COO; 2008–2012 EVP & COO; 2006– 2008 SVP, Sales Operations; General Electric Company1: 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 Board mandates and other activities Since 2025, Board Advisor of Convergint (USA); since 2025 Member of the Board of Directors of Nations Roofing (USA); since 2025 Member of the Board of Directors of Pave America (USA); since 2025 Member of the Board of Directors of Thermogenics (USA) Thomas Aebischer Chair Audit Committee Swiss citizen Education Certified Public Accountant (CPA), Advanced Management Program, Harvard Business School, (USA); Trustee Exams and School for Swiss Certified Accountants, Zurich (CH) Current role and career Since 2025, CEO of Diethelm Keller Group (CH); June–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 of Corporate Controlling of Holcim Group Support Ltd. (CH); 1988–1996 Senior Manager of Price Waterhouse (CH/HK); 1983–1987 Cantonal Tax Authorities, Thun (CH) Board mandates and other activities Since 2024, Member of the Board of Directors and Chair of the Audit Committee of Sika AG1 (CH); since 2023, Member of the Board of Directors and Chair of the Audit Committee of Solvay SA1 (Belgium) dormakaba Corporate Governance Report 76
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Jens Birgersson Member Audit Committee Swedish citizen Education Advanced Management Program, Harvard Business School, Boston (USA); M.Sc. Engineering Physics, Royal Institute of Technology, Stockholm (SE); B.Sc. Economics, University of Stockholm (SE) Current role and career Since September 2025 CEO of Brenntag Group1 (DE); 2015–2024 President and CEO of ROCKWOOL Group1 (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 of Business Group Performance Minerals & Pigments (BE); 1992– 2005 with ABB1 in different positions (CH, SE, ZA) Board mandates and other activities Since 2017, Chairman of the Board of Directors of Randers Reb (DK) Stephanie Brecht- Bergen Member Nomination and Compensation Committee German citizen Education Dr. rer. pol., EBS University (DE); M.Sc. in General Management, EBS University (DE); Master of Business Administration (MBA), Pepperdine University (CA/USA) Current role and career Since 2017, Managing Director of 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) Board mandates and other activities Since 2008, Management Board Member of the foundation Rudolf Mankel Stiftung (DE) Hans Gummert Member Audit Committee German citizen Education Universities of Tübingen and Bonn (DE); attorney-at-law, admitted to the bar in 1990 Current role and career Since 1991, Partner of the law and tax consultancy firm Heuking Kühn Lüer Wojtek (DE) (Managing Partner 2008–2021) Board mandates and other activities 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 Foundation Board of the Family Trust CM-Familienstiftung (DE); Chairman of the Foundation Board of the Family Trust BB-Familienstiftung (DE); Chairman of the Advisory Board Coroplast Fritz Müller GmbH & Co. KG (DE); Vice Chairman of the Advisory Board of Hoberg & Driesch Röhrenhandel GmbH & Co. KG (DE); Vice Chairman of the BoD Chiron- Werke SE (DE) Listed company1 dormakaba Corporate Governance Report 77
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Marianne Janik French and German citizen Education Studies and Ph.D. in Law at the Julius Maximilians University of Würzburg (DE), 1985–1991; International Civil Law, European Corporate Law and International Law at the University of Geneva (CH), 1987–1988 Current role and career Since 2024 Vice President Google Cloud EMEA North; 2011–2024 several positions at Microsoft (DE and CH), most recently as Corporate Vice President and CEO Microsoft Germany; 2010–2011 General Manager EMEA Electricity Business, Elster GmbH (DE); 2003–2010 Member of the Executive Board of Directors, ESG GmbH (DE); 2000–2002 Director Marketing and Sales, Plaut Consulting GmbH (DE); 1993–1999 Director Electronics and Head of Marketing and Sales, EADS (DE); 1991–1993 Expert Public Affairs, Daimler Benz AG1 (DE) Board mandates and other activities Member of the Supervisory Board of KPMG (DE) Ilias Läber Swiss citizen Education Certificate in Corporate Governance, INSEAD, Fontainebleau, (FR), 2013; Ph.D. in Corporate Finance/Dr. oec. publ. and MA in Economics UZH/lic. oec. publ., University of Zurich, Zurich (CH), 2003; Master of Science in Management, Technology and Economics (M.Sc. ETH MTEC)/ Dipl. Betr. and Prod. Ing. ETH (CH), 1997–2000; B.Sc. in Electrical Engineering and Information Technology (B.Sc. ETH EEIT), ETH (Federal Institute of Technology), Zurich (CH), 1995–1997 Current role and career Since 2021 CEO at Spectrum Value Management (CH); since 2022 Co-Founder and Managing Partner at Spectrum Entrepreneurial Ownership (CH); 2019–2021 CEO at Quercis Pharma AG (CH); 2008–2019 Partner and Managing Director at Cevian Capital AG (CH); 2001–2008 Associate Principal, Corporate Finance, at McKinsey & Company (CH) Board mandates and other activities Since 2026 Member of the Board of Directors of Forbo Holding AG1, Baar ZG, Switzerland; since 2022, Member of the Board of Directors of Holcim Ltd.1 (CH); since 2021, Member of the Board of Directors of Grand Resort Bad Ragaz AG (CH) Ines Poeschel Member Nomination and Compensation Committee Swiss citizen Education lic. iur. University of Zurich (CH), attorney-at-law, admitted to the bar in 1996; SEP Stanford Executive Program, Stanford University (USA) 2018; Corporate Directorship Certificate, Harvard Business School (USA) 2020 Current role and career Since 2025 Of-counsel, 2007– 2024 Partner at Kellerhals Carrard (CH); 2002–2007 Senior lawyer at Bär & Karrer Inc (CH); 1999–2002 Senior Manager Andersen Legal LLC (CH) Board mandates and other activities Since 2025 Managing Director of Governance Boutique GmbH (CH); since 2023, Member of the Board of Directors at Belimo Holding AG1 (CH); since 2019, Member of the Board of Directors at Alcon AG1 (CH); since 2018, Member of the Board of Directors at Reichle Holding AG (CH) Michael Regelski US citizen Education Rochester Institute of Technology, M.Sc., Software Development & Management, 1993; B.Sc., Computer Engineering, 1989 Current role and career Since 2015 SVP & Chief Technology Officer and since 2020 SVP, Software R&D and Chief Technology Officer, Electrical Sector, Eaton Corporation PLC1 (USA); 2013– 2015 VP, System & Controls Engineering, UTC Building & Industrial Systems Division at United Technologies Corporation1 (USA); 2011–2013 VP, Product Development, Automation Control Solutions, UTC Climate, Controls & Security Systems Division (USA); 2007–2011 Chief Technology Officer, Global Security Products, UTC Fire & Security Corporation (USA); 2005–2007 Chief Technology Officer, Lenel Systems International, Inc. (USA) (acquired by United Technologies in 2005): 1991– 2005 Chief Technology Officer; VP, 1989–1991 Senior Software Architect, Edicon Systems Division, and 1988–1989 Software Application Engineer, Edicon Systems Division at Eastman Kodak1 (USA) Listed company1 dormakaba Corporate Governance Report 78
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Executive Committee (EC) Management structure The present Executive Committee setup and management approach amplifies the strategic focus on core business and customer-centricity. All AS business is combined into one global unit led by the Chief Commercial Officer (CCO). This unit includes all AS activities related to sales, services and marketing. The company’s seven key markets (North America, Germany, Switzerland, Australia & New Zealand, UK & Ireland, China and India) report directly to the CCO. The Chief Innovation Officer (CIO) role leads all global engineering capabilities, and is responsible for dormakaba’s innovation strategy. The Chief Operations Officer (COO) ensures plant productivity and factory network optimization with lean manufacturing and optimized direct and indirect spend. The President KWO has the entrepreneurial responsibility for the KWO segment, including product development, production, sales, and services. The Chief Financial Officer (CFO) is responsible for the Group’s financial affairs. Further global corporate functions such as Strategy, Product Management, M&A, Sustainability, Human Resources, IT, and Legal define, implement and monitor Group-wide standards. EC dormakaba Group as of 30 June 2026 Name/Position Year of birth Entry Gender Nationality Till Reuter CEO 1968 2024 m DE René Peter CFO 1967 2024 1 m CH Christian Baur President Key & Wall Solutions and OEM; Chief Transformation Officer 1970 2025 m DE Steve Bewick Chief Commercial Officer 1966 2020 m GB Carsten Franke Chief Operations Officer 1965 2024 m DE David Fuller Chief Innovation Officer 1972 2025 m US René Peter was appointed as CFO ad interim in 2024 and CFO in 2025.1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 79
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EC members The table above gives the name, position, year of birth, date of joining the EC, gender, and nationality of each EC member. During the financial year 2025/26, the following changes within the EC were made: ● David Fuller was appointed CIO, effective 1 September 2025, succeeding Magin Guardiola. External mandates The maximum number of mandates that members of the EC are allowed to take on the governing bodies of legal entities outside dormakaba is regulated in §27 of the Articles of Incorporation. 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 the company’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 to governing bodies, and AGM votes on compensation. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 80
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EC members as of 30 June 2026 Till Reuter CEO German citizen Education Master of Science (M.Sc.), Business Administration, (Econ.), University of St. Gallen (CH) 1993; Attorney, Law, University of Konstanz (DE) 1994 Current role and career Since 2024, CEO at dormakaba Group1 (CH); 2019–2022 Chairman of the Board of Directors of Unternehmensgruppe Theo Müller S.e.c.s. (DE); 2009–2018 CEO at KUKA Inc.1 (DE); 1999–2008 various positions at Morgan Stanley, Deutsche Bank and Lehman Brothers Board mandates and other activities Since 2022, Member of the Board of Directors of Fox Robotics Inc. (USA); since 2008, Founder and Chairman of the Board of Directors of Rinvest Ltd. and Rinvest Digital Ltd. (CH) René Peter CFO Swiss citizen Education Master of Science (M.Sc.) in Finance & Accounting, University of St. Gallen (CH) 1992 Current role and career dormakaba Group1 (CH): Since 2025 CFO, and 2024–2025 CFO ad interim; 2019–2024 Head of Global Controlling; 2016–2019 SVP Finance, Access Solutions EMEA; 2013–2016 VP Finance Access Data Solutions EMEA/APAC; 1993–2013 various positions at Ascom1 (CH), Mettler Toledo1 (CH), Swiss Diary Food (CH), Ciba Speciality Chemicals1 (CH), Ciba-Geigy1 (CH) Christian Baur President Key & Wall Solutions and OEM; Chief Transformation Officer German citizen Education Degree in Engineering, Technical University of Munich (DE); Doctorate in Engineering, Karlsruhe Institute of Technology (DE); study of Economics, Fernuniversität Hagen (DE) Current role and career dormakaba Group1 (CH): Since 2025 President Key & Wall Solutions and OEM, CTO; 2022–2024 CEO Hörmann Intralogistice and Chief Technology Officer Hörmann Group1 (DE); 2015– 2022 CEO Swisslog and COO Swisslog Holding (CH), Member of the KUKA Executive Committee (DE); 2013–2015 Head of M&A and Corporate Development, KUKA AG (DE); 1998–2013 various management positions at Droege Group (DE) and Alvarez & Marsal (DE) Listed company1 dormakaba Corporate Governance Report 81
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Steve Bewick Chief Commercial Officer British citizen Education B.Sc. (Hons) in Combined Sciences, University of Glamorgan (UK) Current role and career dormakaba Group1 (CH): Since 2023 CCO; 2022–2023 President Europe & Africa (2020– 2021 COO Access Solutions EMEA and Member of the EC) (CH); 2016–2019 Senior Vice President UK, Ireland and Benelux 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) Board mandates and other activities Since 2021, President of the Executive Committee of the Guild of Architectural Ironmongers (UK) Carsten Franke Chief Operations Officer German citizen Education M.Sc. Mechanical Engineering, Technical University of Munich (DE) 1992; B.Sc. Mechanical Engineering, University of Hanover (DE) 1988 Current role and career dormakaba Group1 (CH): Since 2024 COO; Electrolux Home Products Cooperations NV (Electrolux Group1, SE): 2020–2024 Chief Operations Officer and Executive Vice President, 2015–2020 Chief Operations Officer for Business Area EMEA, 2012–2015 Vice President Supply Chain EMEA, 2005–2012 various leadership positions incl. VP Electrolux Manufacturing Systems; KNORR-BREMSE AG1 (DE): 2002–2004 Operations Head KNORR- BREMSE Australia (AUS); 1999–2002 Project Manager Industrial Engineering; 1994–1999 Project Manager Production Maschinenfabrik Reinhausen (DE); BAIN & COMPANY (DE):1992– 1994 Assistant Consultant David Fuller Chief Innovation Officer US citizen Education Computer Engineering, Texas A&M University, College Station (US) 1995 Current role and career dormakaba Group1 (CH): Since July 2025 CIO; 2019-2025 CEO and Co-Founder at Artificial Inc. (USA); KUKA AG1 (DE): 2017-2019 Group CTO as well as CTO and Managing Director KUKA Robotics, Visual Components, & MIDEA-KUKA JY (CN), 2015-2016 Chief Service Robotics Officer, Head of R&D Americas; National Instruments1 (USA): 2012-2015 Vice President of Application & Embedded Software, 2009-2012 Section Manager, Director LabVIEW Platform R&D, 1995-2009 various positions (Senior Group Manager, Group Manager, Senior Software Engineer, Staff Software Engineer, Software Engineer) Board mandates and other activities Since 2023 Member Board of Directors, Fox Robotics Inc. (USA) Listed company1 dormakaba Corporate Governance Report 82
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Shareholders’ participation rights Voting rights and proxy voting At dormakaba Holding AG’s General Meetings, each registered share entitles the owner to one 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, see §§ 10 and 11 of the Articles of Incorporation. Majorities required by the Articles of Incorporation 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: ● The amendment of the company’s purpose; ● The consolidation of shares; ● 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 present or 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 forty-five days before the General Meeting, stating the agenda items and the motions. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 83
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Entries in the share register/invitation to the General Meeting of Shareholders Only shareholders entered in the share register with voting rights at least seven days before the General Meeting are entitled to vote at the General Meeting. They receive the invitation to the AGM together with the motions of the BoD. Once they have sent back the response form, they receive their entry ticket and voting material. Shareholders who sell their shares before the AGM are no longer entitled to vote. If they sell some of their shares, or buy more, they should swap their entry ticket at the information desk on the day of the AGM. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 84
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Changes of control and defense measures Compulsory offer § 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): In the following cases, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH as well as their respective direct or indirect quotaholders – individually or together with shareholders of the Company with whom they entered into a pool agreement (“Pool Shareholders”) in connection with the business combination of KABA Group with DORMA Group in 2015 – 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: a Combination of KABA Group with DORMA Group pursuant to the transaction agreement dated April 29, 2015 between Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH on the one hand and the Company on the other hand; b Transactions in shares of the Company between parties of the Shareholder Pool and/or with 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 this direct overall participation does not exceed 33⅓% of the voting rights in the Company; c Dissolution of the Shareholder Pool; d Consummation of the transfer agreement described in § 35 of the Articles of Incorporation. Clauses on changes of control The rules of the applicable long-term incentive plans state that if there is a change in the control 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 of control occurs. § 35 of the Articles of Incorporation of dormakaba Holding AG states that according to the transfer agreement 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 order to 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 purchase positions and the responsible Swiss authority has decided with legal effect that a mandatory offer has been triggered, or (iii) publishes the end result of a voluntary offer which, when completed, 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 ever been involved in it, and (ii) the Mankel/Brecht-Bergen Family holds a stake of at least 47.5% of dormakaba Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 85
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Holding GmbH + Co. KGaA and dormakaba Beteiligungs-GmbH. The price according to the transfer agreement is based on the market price or nominal value of the shares and in the former case is calculated using a fixed formula agreed by the parties in the transfer 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 is annulled if the Mankel/Brecht-Bergen Family’s stake in dormakaba falls below 25%. Approval of 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 to acquire all of the outstanding shares of dormakaba Holding AG and before the end of the offer 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. The transfer agreement is available for shareholders to inspect at dormakaba Holding AG’s head office. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 86
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Auditors Duration of mandate and term of office of head auditor Ernst & Young AG, Switzerland, has been the auditor for dormakaba Holding AG and Group auditor of the dormakaba Group since 2025. The responsible lead auditor took on this function during the financial year 2025/26. Auditing fees and additional fees In the financial year 2025/26, dormakaba Holding AG and its Group companies paid Ernst & Young CHF 3.4 million for auditing their annual financial statements and the consolidated financial statements of the dormakaba Group. Additionally, dormakaba Group procured further consultancy services from Ernst & Young amounting to CHF 2.4 million. The latter included approximately CHF 2.3 million for general advisory services, and CHF 0.1 million for taxation services. Information pertaining to external auditors Each year, the AC of the BoD assesses the performance, fees, and independence of the auditor and suggests to the BoD which external auditor should be proposed to the AGM for election. Each year, the AC also assesses the scope of external auditing, the audit plans, and the relevant processes and discusses the results of the audit with the external auditors. Please find more information about the AC here. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 87
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Information policy This report on the financial year 2025/26 and the financial statements as at 30 June 2026 include the Group Management Report with the consolidated financial statements, the financial statements of dormakaba Holding AG, the Corporate Governance Report, the Compensation Report, and the Sustainability Report with the Report on non- financial matters. All reporting is available only digitally at report.dormakaba.com/2025_26/. 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 dormakabagroup.com. Media and analyst 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 dormakabaʼs offering. In addition, the CEO, the CFO, and the VP of Investor Relations regularly take part 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 newsroom.dormakaba.com and report.dormakaba.com. The notifications, reports, and presentations of dormakaba 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 obtain current information, dormakaba Holding AG recommends that they do not refer solely to past publications. A list of the most important dates in the financial year can be found here. General trading blackout periods According to dormakabaʼs Insider Trading Directive, members of the BoD and the EC and other 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 2025/26. dormakabaʼs general blackout periods last from 15 June until (and including) two SIX Swiss Exchange trading days after the publication of dormakabaʼs annual financial statements, as well as from 15 December until (and including) two SIX Swiss Exchange trading days after the publication of dormakabaʼs semi-annual financial statements. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Corporate Governance Report 88
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Compensation Report dormakaba Annual Report 25/26 Compensation Report
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Letter by the Chairman of the Nomination and Compensation Committee Dear Shareholders, On behalf of the Nomination and Compensation Committee (NCC), I am pleased to present the Compensation Report of dormakaba Holding AG for the financial year 2025/26. dormakaba delivered a solid performance in 2025/26, and is well on track to achieve its mid- term targets. The year was characterized by disciplined strategy execution, which resulted in organic top line growth in line with guidance and sustained margin expansion. Organic net sales growth was at 3.0%, driven primarily by significant pricing actions (2.6%), complemented by modest volume growth (0.4%). Profitability improved for the third consecutive financial year, with the adjusted EBITDA margin expanding by 60 basis points (bps) to 16.1%. An adjusted operating cash flow margin of 12.5%, up 80 bps from the previous year, reflects improved net working capital from inventory optimization and enhanced payment terms. These results were supported by a stabilized net debt and financial profile. dormakaba’s performance across its revenue, profitability and cash flow metrics translated into a STI payout ratio for the Group of 79.60%. Throughout the year, the NCC fulfilled its key responsibilities in overseeing succession planning for the Board of Directors (BoD) and Executive Committee (EC), and shaping compensation practices that support the company’s strategic goals and performance culture. At the AGM 2025, all ten members of the Board of Directors were re-elected, and the composition of the Board Committees remained unchanged. Changes occurred within the EC: David Fuller joined as Chief Innovation Officer effective 1 September 2025, succeeding Magín Guardiola. Magín stepped down from the EC and continues contributing his profound industry knowledge by leading Enterprise-Wide Projects, reporting directly to the CEO. David’s leadership and deep expertise in software development, robotics and AI will serve as a critical enabler to successfully implement our next strategic steps, such as strengthening our offering for the North America commercial market. As part of its regular activities, the NCC carried out a comprehensive review of our compensation framework and concluded that it remains well aligned with our business strategy, prevailing market standards and stakeholder expectations. Consequently, no structural changes were implemented during the reporting year. To maintain this alignment with our growth strategy and considering shareholders’ feedback, the NCC also reviewed the performance indicators of the variable pay programs to further strengthen the link between measurable performance and reward. Looking ahead to the financial year 2026/27, the Board will implement the following adjustments: Short-Term Incentive (STI) ● Maintain the current combination of organic revenue, profitability and cash flow generation, while adjusting metric definitions to align with our adoption of the IFRS accounting standards. ● Introduce an individual functional scorecard, weighted 20% of the total target incentive, to enable individual payout differentiation and enhance accountability for key strategic priorities. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 90
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Long-Term Incentive (LTI) Following a thorough review of the KPI landscape announced in last year’s report, the Board will: ● Introduce a Total Revenue Growth metric to reflect our long-term ambition of gaining relative market share through both organic and inorganic growth. ● Replace Earnings Per Share (EPS) with Return On Capital Employed (ROCE) as a more appropriate proxy for capital efficiency. ● Shift to a relative performance measurement of all financial metrics against a customized peer group of 28 companies, consisting of global, direct competitors and other adjacent companies that are exposed to similar economic conditions. These adjustments are presented in more detail in the paragraphs “Outlook for financial year 2026/27” of sections 3.1 Short-term incentive and 3.2 Long-term incentive, respectively. At the 2025 AGM, shareholders expressed strong support for our compensation approach. We received positive feedback on our overall compensation levels, the pay-for-performance alignment and the balance between our short- and long-term incentives. High transparency and appropriate disclosure of performance indicators and outcomes contributed to these results. The maximum aggregate compensation amounts for both the BoD and EC were approved with 99% and 97% respectively (prior year: 98% in both cases) of the votes, and the consultative vote on the Compensation Report received a 98% approval rate, consistent with the previous year. This positive outcome underscores the strength of our continuous dialogue with our shareholders’ representatives and investors, and we would like to thank our shareholders for their continued trust and support. Sincerely, Svein Richard Brandtzaeg Chair of the Nomination and Compensation Committee Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 91
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About the Compensation Report This report outlines the principles that guide our compensation policy and the governance around compensation decisions and provides detailed information on the compensation awarded to the Board of Directors (BoD) and Executive Committee (EC) for the financial year. It has been prepared in full compliance with Swiss Company Law, the SIX Swiss Exchange’s Directive on Information relating to Corporate Governance, and in line with the recommendations of economiesuisse’s Swiss Code of Best Practice for Corporate Governance. Shareholder engagement Feedback received from shareholders, investors and proxy advisors confirmed broad support for dormakaba's remuneration framework and its pay-for-performance philosophy. While the overall remuneration system received positive feedback, several stakeholders identified opportunities for further enhancing disclosure and transparency. The table below summarizes the principal topics raised during the shareholder engagement process and dormakaba’s response. Concern raised Our response Disclosure Limited disclosure of STI performance targets dormakaba provides detailed information on STI performance objectives, metric definitions, performance achievements and payout outcomes. Further disclosure of underlying targets is considered commercially sensitive and could place the Company at a competitive disadvantage, amongst others due to the limited disclosure provided by many industry peers. Limited disclosure of LTI performance outcomes The remuneration report includes disclosure of LTI performance targets, payout calculations and vesting levels during the reporting period regarding long-term incentive outcomes. No disclosure of CEO-to-employee pay ratio The Company will disclose the CEO-to-employee pay ratio in accordance with applicable legal and regulatory requirements, including the Corporate Sustainability Reporting Directive (CSRD) or equivalent legislation. EC Compensation System Requests for increased transparency regarding individual executive compensation disclosure The NCC regularly reviews remuneration disclosure practices and continues to enhance transparency where appropriate while remaining aligned with Swiss market practice. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 92
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Compensation at a glance Summary of the current compensation system for the BoD BoD members only receive fixed compensation paid in cash and shares restricted for three years. The amount of compensation depends on the function within the BoD. Basic Compensation p.a. (in CHF) BoD Chair BoD Member in cash 335,000 100,000 in restricted shares 300,000 90,000 Total 635,000 190,000 + Additional Cash Compensation p.a. (in CHF) 1 Committee Chair Committee Member Audit Committee 60,000 20,000 Nomination and Compensation Committee 60,000 20,000 No additional committee fees are due to the BoD Chair. Shareholding ownership guideline Members of the Board of Directors are required to hold a minimum of 5,000 dormakaba shares within three years of appointment. Following the share split approved at the Annual General Meeting held on 21 October 2025, the minimum shareholding requirement was adjusted from 500 shares to 5,000 shares to reflect the change in the number of shares outstanding, without altering the underlying value of the guideline. Compensation of the BoD in the financial year 2025/26 The compensation awarded to the BoD in the financial year 2025/26 is within the limits approved by the shareholders at the AGM: Compensation period Approved amount (CHF) Effective amount (CHF) AGM 2024 – AGM 2025 3,200,000 2,630,036 AGM 2025 – AGM 2026 3,200,000 To be determined 1) The compensation period is not yet completed; a definitive assessment will be provided in the 2026/27 Compensation Report. 1) 1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 93
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Summary of current variable compensation system for the EC The variable compensation system applicable to the EC is designed to engage executives to implement the company’s strategy, to achieve both short- and long-term business objectives, and to create sustainable shareholder value. It consists of the following elements: Short-term incentive mechanism Variable annual cash payment based on the achievement of Group financial performance indicators. Individual STI target amounts are determined based on role, market requirements and under strict consideration of our benchmark and pay mix policy as described in the section Total Target Compensation Approach. Long-term incentive mechanism Annual grant of Performance Share Units (PSUs), designed to support the achievement of long-term business objectives and the creation of sustainable shareholder value, subject to a three-year vesting period. Individual LTI target amounts are determined based on role, market requirements and in consideration of our benchmark and pay mix policy, as described in the section Total Target Compensation Approach. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 94
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Shareholding ownership guideline EC members are required to own a minimum multiple of their annual base salary in dormakaba shares within five years of tenure: CEO 300% of annual base salary EC member 200% of annual base salary Compensation of the EC in financial year 2025/26 The total compensation awarded to the EC in financial year 2025/26 is in compliance with the maximum amount approved by the shareholders at the 2024 AGM: Compensation period Approved amount (CHF) Effective amount (CHF) Financial year 2025/26 15,900,000 10,358,000 Compensation governance ● The NCC supports the BoD with matters related to the compensation of the BoD and EC. ● Shareholders approve the maximum compensation amounts of the BoD and EC. Further, they also express their opinion on the compensation system through a consultative vote on the Compensation Report at the AGM. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 95
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Basic principles of compensation The compensation system of dormakaba reflects the Companyʼs commitment to attracting, motivating, and retaining highly qualified executives and employees. The compensation framework is market-aligned and designed to support the execution of the company’s strategy by balancing fixed and performance-related compensation elements, while fostering sustainable long-term value creation for shareholders. The compensation for BoD members consists exclusively of a fixed payment in cash and restricted shares. This ensures that the BoD remains independent in exercising its supervisory duties toward the EC. The compensation for EC members consists of fixed compensation in cash and benefits, as well as variable compensation through an annual Short-Term Incentive (STI) plan, paid in cash, and a Long-Term Incentive (LTI) plan granted in the form of Performance Share Units (PSUs). The key principles of the EC compensation system are illustrated below. The compensation system for EC members and its four principles Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 96
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Managing compensation Nomination and Compensation Committee In accordance with the Articles of Incorporation and the Organizational Regulations of dormakaba Holding AG, the BoD is responsible for the principles underlying the compensation policy and for the compensation steering process; it is supported in this work by the NCC. The NCC consists of at least three non-Executive members of the Board of Directors, who are elected annually and individually by the AGM for a period of a one-year term. At the AGM 2025, the shareholders elected Svein Richard Brandtzaeg (Chair), Stephanie Brecht-Bergen, Kenneth Lochiatto, and Ines Pöschel as members of the NCC. The composition of the NCC remained unchanged compared to AGM 2024. The NCC’s main compensation-related tasks are to: ● Propose and periodically review the compensation policy and regulations for the attention of the BoD; ● Propose to the BoD the specific design of the fundamental compensation elements and the determination of the compensation-related performance objectives; ● Propose to the BoD the maximum aggregate compensation amount for the BoD and EC to be submitted to the shareholders’ vote at the AGM; ● Propose to the BoD the individual 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 individual compensation for EC members within the limits approved by the AGM; ● Decide on the share-based compensation to be awarded to the members of the EC and Senior Management; ● Propose the Compensation Report to the BoD for approval and submission to a consultative vote of the AGM. The compensation for the EC and Senior Management is set as part of an annual process. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 97
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Annual process and responsibilities in the compensation matters of the BoD and EC Aug Oct Dec Feb June Compensation policy review and compensation principles for next financial year NCC BoD Compensation planning and share award plan design NCC BoD NCC BoD Compensation Report NCC BoD AGM NCC Maximum aggregate compensation amounts of the BoD and EC for next compensation period NCC BoD AGM Compensation structure and level of BoD for next compensation period NCC BoD NCC BoD Individual target compensation for EC members for next financial year 1) CEO NCC Individual short-term incentive payments to EC members for previous financial year 1) CEO NCC Individual share awards to EC members and Senior Management 1) CEO NCC CEO NCC Review of external stakeholder feedback on compensation disclosure and (discussion of) changes for next disclosure NCC NCC NCC red: blue: gray: Proposals related to 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. After each meeting, the NCC Chair reports to the BoD on the Committeeʼs activities. The minutes of the Committee’s meetings are available to BoD members. The NCC may engage external advisors on specific compensation and governance matters. For the 2025/26 financial year, the NCC retained PricewaterhouseCoopers (PwC) as its independent compensation advisor. While PwC served as the Company’s statutory auditor until the conclusion of the 2025 Annual General Meeting (AGM), strict internal safeguards were applied throughout their tenure to ensure full compliance with auditor independence requirements regarding their advisory role. Following the AGM 2025, Ernst & Young (Switzerland) Ltd. (EY) was appointed as the new statutory auditor. EY does not hold any mandate to provide consulting or advisory services to the NCC. recommending body reviewing body approving body 1) Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 98
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Shareholders’ involvement The BoD values open dialogue with our shareholders and their representatives, investors, and proxy advisors and is committed to understanding their views on executive compensation. The answers to concerns raised can be found in the section Shareholder Engagement above. Shareholders are involved and have decision-making authority on several compensation matters. They annually approve the maximum compensation amount for the BoD and for the EC in separate votes. Further, shareholders are asked annually for their opinion and feedback on the compensation policies and systems for both the BoD and the EC via a consultative vote on the Compensation Report. In addition, the principles of compensation are governed by the Articles of Incorporation, which have been approved by the shareholders. The Articles of Incorporation include the principles of compensation applicable to the BoD and EC. These provisions can be found online and include: ● Principles of compensation of the Board of Directors (Article 23); ● Principles of compensation of the Executive Committee (Article 24); ● 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 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 shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 99
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Compensation architecture for the BoD BoD members only receive fixed compensation based on the responsibilities and time requirement of their function, without any entitlement to performance-related compensation. This ensures that the BoD remains independent while exercising its supervisory duties toward the EC. The amount of compensation for each function of the BoD is determined annually, considering market compensation trends and comparisons with other listed Swiss industrial companies that operate internationally. The NCC regularly reviews the compensation of the BoD as well as the peer group used for compensation benchmarking studies. The most recent peer group revision was conducted in June 2022 based on the following criteria: median market capitalization, annual sales, business model, industry, and compensation practices. The peer group consisted of the following 11 companies: Bucher Industries, Clariant, Forbo, Georg Fischer, Landis+Gyr, OC Oerlikon, SFS Group, SIG Combibloc, Stadler Rail, Sulzer and Tecan. The NCC intends to conduct the next review of the peer group during financial year 2026/27. Following the benchmark analysis conducted in 2022, the compensation of the BoD Chair was set at CHF 635,000, aligning it with the market range. Compensation for other BoD members has remained unchanged since 2020, and no adjustments are proposed for the term of office starting with the AGM 2026. Composition of compensation The basic compensation paid to 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 are paid in cash for specific functions such as the chair and/or member of a BoD committee 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 cases, both the employee and employer 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 and are summarized in the table below. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 100
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Basic Compensation p.a. (in CHF) BoD Chair BoD Member in cash 335,000 100,000 in restricted shares 300,000 90,000 Total 635,000 190,000 + Additional Cash Compensation p.a. (in CHF) 1 Committee Chair Committee Member Audit Committee 60,000 20,000 Nomination and Compensation Committee 60,000 20,000 No additional committee fees are due to the BoD Chair. The members of the BoD may elect to receive a portion of their cash compensation in the form of restricted company shares. The number of shares granted is determined based on the average closing share price over the last five trading days of the final month of the relevant compensation period. The shares are subject to a three-year restriction period, which continues to apply even after a member’s departure from the Board. In addition, share ownership guidelines require Board members to hold at least 5,000 dormakaba shares within three years of their initial election. As of 30 June, all Board members were in compliance with these requirements. Compensation is paid to Board members on a pro rata basis twice per year. For the term of office from the AGM 2025 to the AGM 2026, the first compensation period ended on 30 April 2026, the second will end on 31 October 2026. Actual expenses incurred are reimbursed. 1) Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 101
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Compensation architecture for the EC dormakaba’s compensation system balances market competitiveness with internal equity, while rewarding 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 role and 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 for their contributions to the company’s success and long-term value creation. The overall compensation consists of the following elements: ● Annual base salary; ● Benefits (such as retirement benefits); ● Short-term incentive; ● Long-term incentive (share-based compensation). Fixed Compensation and Benefits Variable Compensation (target of at least 50% of total direct compensation) Annual Base Salary Benefits Short-term incentive (STI) Long-term incentive (LTI) Purpose Reflects the function (scope, responsibilities and skills of the individual) Establishes a level of risk protection for the participants and their dependents Rewards short- term company performance Rewards long- term company performance, aligns with shareholdersʼ interests To ensure consistency of relative weighting across the organization, all roles (including the EC) are evaluated using the job evaluation methodology of Mercer. The job evaluation system is the basis for compensation activities such as benchmarking and determination of compensation structure and levels. For comparative purposes, dormakaba refers to external compensation studies (from Mercer, KornFerry and WillisTowersWatson) that are conducted regularly in most countries. Overall, these studies include compensation data from a representative sample of technology and industrial 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 no predefined peer group of companies that is used globally. Rather, the benchmark companies vary from country to country based on the available databases. For the CEO role, the last benchmark review was done in June 2026, and was based on the same peer group as for the BoD, consisting of the following 11 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 on the following criteria: market capitalization, annual sales, business model, industry, and compensation practices. As a result of the benchmark review, the NCC decided to maintain the current level and structure of the CEO’s compensation. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 102
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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 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 incentives) is targeted to make up for at least 50% of the total direct compensation. Thereof, the equity- based compensation opportunity (value of long-term variable compensation) is at least 30% of the total direct compensation. Illustration of total target compensation mix for CEO and EC members The CEO’s annual total target direct compensation as of 1 July 2025 is composed of Annual Base Salary, Short-Term Incentive target and Long-Term Incentive target (each 33.3%), resulting in a balanced mix of fixed and variable components: The annual total target direct compensation of active EC members as of 1 July 2025 is composed as follows and remains broadly unchanged from the prior year. Minor adjustments reflect the application of our Total Target Compensation approach, as described above and reflecting the appointment of a new member to the Executive Committee. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 103
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1. Annual base salary EC members receive an annual base salary for fulfilling their role. It is based on the following factors: ● Scope, responsibilities, and complexity of the function; ● External market value of the respective role: amount paid for comparable positions in the industrial sector in the country where the member works; ● Individual profile in terms of skill set, experience, and seniority. 2. Benefits EC 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 the participants 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 the occupational pension plans offered to all employees in Switzerland, which consist of the dormakaba 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 the respective 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 to competitive 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 in the following financial year. It is designed to reward the overall collective performance of the company over a one-year period, in line with our 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 annually and expressed as an absolute amount. It is determined considering the organization level and external benchmark for a similar function in the relevant market, the positioning of the individual’s total target compensation compared to that benchmark and the target pay mix for the position. As announced in the 2024/25 Compensation report, the STI framework for the 2025/26 financial year was refined to strengthen the link between measurable performance and rewards while maintaining alignment with dormakaba’s growth strategy. Specifically, Return on Capital Employed (ROCE) was replaced by Net Cash from Operating Activities Margin (NCOA Margin). This adjustment introduces a more operationally focused performance measure, thereby ensuring better alignment with the Company’s short-term objectives. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 104
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In addition, the weighting of the organic Net Sales component was increased to 50% to emphasize the importance of top-line growth. Consequently, the remaining two performance indicators, including NCOA Margin, were each assigned a weighting of 25%. These adjustments apply to the STI framework for 2025/26, and reflect dormakaba’s continued focus on top-line organic growth, profitability, and cash generation. The table below sets out the STI payout range opportunity expressed as a percentage of the annual base salary and the STI performance metrics in terms of definition and weighting for the CEO and the other EC members. STI payout range opportunity in % of annual base salary Minimum 100% Target achievement Maximum CEO 0% (PY: 0%) 100% (PY: 100%) 200% (PY: 200%) Other active EC Members 1 0% 72%–100% (PY: 71%–100%) 145%–200% (PY: 142%–200%) Excludes one EC member who served on the Executive Committee for only two months during the reporting year and was therefore excluded from the calculation. For the CEO, the STI target expressed as a percentage of the annual base salary is unchanged, and represents 100% of the annual base salary. For other active EC members (excluding the CEO), the average STI target expressed as a percentage of the annual base salary increased to 92% (prior year: 85%). The STI target range increased marginally to 72%–100%, (prior year: 71%–100%). This reflects changes in job holders or expanded responsibilities based on which compensation packages were adjusted in line with our Total Target Compensation Approach, as well as local market practices. The STI payout may range from 0% to a maximum of 200% of the target STI amount. There is no payout below the minimum threshold level of performance. Overview of short-term incentive performance objectives and respective weightings for FY 2025/26 At the beginning of the performance period, the NCC approves the required minimum, target, and maximum values for the respective performance objectives. For performance below or at the minimum value, 0% is paid out, whereas on-target performance (budget) is rewarded with a 100% payout. In case of overperformance, up to 200% can be achieved. For all three performance objectives, linear interpolation applies between the minimum and the maximum as in the prior performance period. For all STI-relevant performance objectives, the required achievement levels are derived from dormakaba’s strategic business plan and aligned with an ambitious budget for the respective financial year. For FY 2025/26, the performance objectives and weightings were revised, with organic revenue weighted at 50%, EBITDA margin at 25%, and the newly introduced Net Cash from Operating Activities Margin (NCOA margin) at 25%. These changes further strengthen alignment with dormakaba’s strategic priorities by increasing the focus on top-line growth, profitability, and cash generation, while enhancing the link between performance and reward. 1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 105
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Performance indicators Organic net sales growth EBITDA margin NCOA margin Performance period Financial year 2025/26 Weighting 50% 25% 25% Purpose Measure growth achieved by internal initiatives Measure Group operational profitability Measure cash generation and drive net working capital improvements, ensuring stronger cash conversion as sales grow. Measurement Organic net sales compared to target, measured as deviation from budget Earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for Items Affecting Comparability (IAC) 1 as a percentage of net sales. Net Cash from Operating Activities (NCOA) 2 adjusted for Items Affecting Comparability (IAC) 1 as a percentage of net sales. Content of Items Affecting Comparability is described in the note 5.2 Alternative performance measures (APM). Net Cash from Operating Activities (NCOA) is disclosed in the consolidated financial statements. Disclosure of targets Most of dormakaba’s competitors are privately held and disclose very limited financial and performance information. Disclosing further details on targets, which may include commercially sensitive information, would place dormakaba at a competitive disadvantage and ultimately not serve the best interests of our shareholders. Therefore, no further details on the required achievement levels are disclosed at the beginning of the performance period. However, relevant performance achievements and the resulting STI payout factor for the financial year 2025/26 are disclosed in the sections " Compensation awarded to the EC in financial years 2025/26 and 2024/25" and "Performance in financial year 2025/26". The calculation of the short-term incentive is determined based on key performance indicators as reported in the financial statements. Outlook for financial year 2026/27 For financial year 2026/27, the NCC further refined the STI framework applicable to EC members and selected members of the extended leadership team to ensure continued alignment with dormakaba’s strategic and operational priorities. For the EC group, the STI remains predominantly based on financial performance metrics, which account for 80% of the total opportunity, and comprise organic revenue growth (40%), operating profit margin (20%), and operating cash flow margin (20%). These metrics continue to support dormakaba’s focus on organic top-line growth, profitability, and cash generation. The remaining 20% of the STI is a weighted scorecard component, consisting of a limited number of pre-defined functional and/or individual objectives, which may include financial and non-financial measures aligned with key strategic priorities and tailored to individual roles. The scorecard is assessed against clearly defined performance criteria and is primarily based on quantitative measures, with linear payout mechanics applied where appropriate. The introduction of the scorecard enhances line-of-sight accountability, enables appropriate differentiation in individual performance outcomes, and provides measured flexibility within a clearly defined framework. The STI continues to operate within a payout range of 0% to 200% of target, with no payout below threshold performance and linear interpolation between threshold, target, and maximum achievement levels. Target incentive opportunities remain unchanged. Overall, the updated framework maintains a strong emphasis on financial performance, while ensuring that remuneration outcomes appropriately reflect both Group performance and individual contributions. 1 2 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 106
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3.2 Long-term incentive The purpose of dormakaba’s long-term incentive plan is to provide the EC with an ownership interest in the company and participation in its long-term performance, and thus to align their interests to those of dormakaba shareholders. The LTI plan is a performance share unit (PSU) plan vesting over three years. At the beginning of the vesting period, a number of PSUs is granted to each EC member. The grant size is reviewed annually and set as a monetary amount considering the organization level and external benchmark for a similar function in the relevant market, the positioning of the individual’s total target compensation compared to that benchmark, and the target pay mix for the position. The number of PSUs granted is calculated by dividing the grant size (monetary amount) by the reference share price (volume-weighted average share price over three months preceding the grant date). Performance share units are usually awarded annually in September. The PSUs vest after a period of three years, subject to the achievement of performance conditions, which remained unchanged compared to the prior reporting period. The LTI performance indicators include relative Total Shareholder Return (TSR), Earnings per Share (EPS), and targets related to Sustainability (ESG). The tables below illustrate the LTI payout range opportunity expressed as a percentage of the annual base salary and the details on the LTI performance metrics in terms of definition and weighting for the CEO and the other EC members: LTI payout range opportunity in % of annual base salary The table below sets out the LTI payout amount opportunity expressed as a percentage of the annual base salary. Minimum 100% Target achievement Maximum CEO 0% (PY: 0%) 100% (PY: 100%) 200% (PY: 200%) Other active EC Members 1 0% 72%–100% (PY:63%–100%) 145%–200% (PY: 144%–200%) Excludes one EC member who served on the Executive Committee for only two months during the reporting year and was therefore excluded from the calculation. For the CEO, the LTI grant target expressed as a percentage of the annual base salary is unchanged, and represents 100% of the annual base salary. For the other active EC members (excluding the CEO), the average LTI grant target expressed as a percentage of the annual base salary increased to 91% (prior year: 82%). The overall LTI grant range increased to 72%–100% of the annual base salary (prior year: 63%– 100%). This reflects changes in incumbents, expanded responsibilities, and corresponding adjustments to compensation packages in line with our Total Target Compensation Approach and local market practices. 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 is no vesting below the threshold levels of performance. The vesting rules are detailed below. 1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 107
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Overview of long-term incentive performance objectives and respective weightings for performance period 2025–2028 Performance indicators TSR EPS 2) Sustainability Performance period Financial year 2025/26 to financial year 2027/28 (three years) Weighting 40% of the PSU grant 40% of the PSU grant 10% of the PSU grant 5% of the PSU grant 5% of the PSU grant Purpose Align with dormakaba’s shareholder return Gain market shares in dormakaba’s relevant markets Contribute to climate change mitigation Foster a proactive safety culture Address customer needs in achieving green building standards and codes Measurement Share price increase + dividends over average of three percentile ranks compared to the SPI Industrial index 1) Average EPS growth during the three-year performance period compared to the three- year average EPS growth immediately preceding the performance period. The EPS growth must outperform the GDP growth in the relevant markets. Carbon Emission Savings (Scope 1+2 market- based) 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 saving 42% versus baseline FY 2019/20 until end of FY 2029/30. Safety Improvement: Reduction of recordable work-related injury rate with aim for –5.5% per annum (–33% at the close of the three-year performance period vs. baseline FY 20/21). This is measured by dividing the total number of recordable work-related injuries by the total working hours multiplied by 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 the end of the three-year performance period. Target level 100% vesting Median of the peer group 200 bps above GDP growth 49,646 Scope 1+2 tCO 2 emissions (34% reduction vs. baseline FY 2019/20) 0.85 injury rate (39% improvement vs. baseline FY 2020/21) 368 sustainability product declarations or certifications Minimum 25% vesting 25th percentile 70% of target achievement 52,001 Scope 1+2 tCO 2 emissions (30% reduction vs. baseline) 0.91 injury rate (35% improvement vs. baseline) 347 sustainability product declarations or certifications Maximum 200% vesting 83.33th percentile 140% of target achievement 46,506 Scope 1+2 tCO 2 emissions (38% reduction vs. baseline) 0.78 injury rate (44% improvement vs. baseline) 396 sustainability product declarations or certifications 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 listed companies to combine pay-for-performance principles with alignment to shareholder interests. It features appropriately challenging targets and a balanced level of leverage. At target performance, the company is required to perform at or above the median of the peer group in terms of relative TSR and to exceed GDP growth by 2 percentage points under the EPS condition. Sustainability performance targets included in the LTI are aligned with the sustainability framework approved by the Board of Directors in 2021. There is no payout below threshold levels of performance, while partial vesting occurs for performance between threshold and target. Conversely, achieving the maximum payout of 200% requires exceptional performance. Outlook for financial year 2026/27 As announced in last year’s report, the NCC has undertaken a thorough review of the LTI performance indicator landscape to ensure continued alignment between the long-term strategic priorities of the company and the metrics used to determine the vesting factor of the PSU grants. This review has resulted in a decision to make some significant changes to the LTI plan design. Key changes at a glance ● The number of metrics is reduced from five to four, including three financials and one ESG metric. ● Financial metrics, equally weighted (30% each): – Introduction of a Total Revenue Growth metric to reflect our long-term ambition of gaining relative market share through organic and inorganic top line growth. – Replacement of Earnings per Share (EPS) by Return on Capital Employed (ROCE) as a 1 2 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 108
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more appropriate proxy for our long-term capital efficiency. – Total Shareholder Return has been retained to ensure continued alignment with shareholder interests. ● All financial performance metrics are measured relative to a customized peer group of companies facing the same external factors. ● ESG focuses on Carbon Emission Reduction with a 10% weight. ● Steeper performance-sensitive payout curve to further strengthen pay-for-performance alignment. These changes reflect dormakaba’s continued focus on delivering sustainable profitable growth, disciplined capital allocation, and long-term shareholder value creation. The revised LTI framework simplifies the performance landscape, emphasizes relative performance against companies who face a similar external economic context, and further strengthens the alignment between executive remuneration and value creation for shareholders. The following table illustrates the simplification and rebalancing of LTI metrics from FY 2025/26 to FY 2026/27: Evolution of LTI Metrics Previous Grant (FY 2025/26) Next Grant (FY 2026/27) 1 KPI Weight KPI Weight Relative TSR 40% Relative TSR 30% EPS 40% Relative ROCE 30% Sustainability (ESG) metrics, consisting of: Relative TRG 2 30% – Carbon Emission Reduction – Improved Safety – Increased Sustainability Product Declarations 10% 5% 5% Carbon Emission Reduction 10% Number of metrics 5 Number of metrics 4 Illustrates the simplification and rebalancing of LTI performance metrics effective for grants made from FY 2026/27 onwards. Relative TRG (Total Revenue Growth) The table below summarizes the purpose, weighting, measurement methodology and payout framework of each performance measure applicable as from the FY 2026/27 grant: Performance measure Relative TSR Relative ROCE Relative TRG Carbon Emission Purpose Align executive remuneration outcomes with shareholder value creation Promote efficient capital allocation and capital efficiency Reward sustainable organic and inorganic growth and market share expansion Support delivery of sustainability commitments Weighting 30% 30% 30% 10% Performance measurement Relative average percentile ranking against a defined peer group Relative average percentile ranking against a defined peer group Relative average percentile ranking against a defined peer group Carbon emission reduction measured against established baseline Target level Median peer-group performance = 100% payout Median peer-group performance = 100% payout Median peer-group performance = 100% payout Target carbon emission reduction achievement = 100% payout Maximum payout level 200% 200% 200% 200% Strategic rationale Aligns executive remuneration outcomes with shareholder value creation and shareholder experience Promotes capital efficiency, disciplined capital allocation and long-term value creation Supports dormakaba’s growth ambitions and encourages outperformance relative to peers Supports dormakaba’s climate strategy through continued focus on carbon emission reduction Vesting / payout rules 1 – Below minimum performance threshold: 0% payout. – Target performance: 100% payout. – Above maximum performance threshold: 200% payout. – Linear interpolation applies between threshold, target and maximum performance levels. Subject to three-year performance period (2026-2029) 1 2 1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 109
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No changes are envisaged with respect to the general plan design framework, including eligibility, target incentive opportunities, the use of Performance Share Units (PSUs), and the vesting range of 0% to 200%. The details of the performance measurement applicable for the FY 2026/27 LTI grant, including payout curve and peer group for relative performance, will be disclosed in the Compensation report 2026/27. Termination provisions In the case of voluntary termination 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 vesting date. 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 awarding of performance share units are governed by the stock award plans of dormakaba. Malus and claw-back provisions The long-term incentive awards are subject to claw-back and malus provisions. In certain circumstances, such as in the case of financial restatement due to material non-compliance with financial reporting requirements, fraudulent behavior or substantial willful misconduct, the BoD may decide to suspend the vesting or forfeit any granted long-term incentive award (malus provision), or to require the reimbursement of vested shares delivered under the long- term incentive (claw-back provision). 4. Employment contracts EC members are employed under employment contracts of unlimited duration that are subject to a notice period of up to 12 months. EC members are not contractually entitled to sign-on awards, termination payments, or any change of control provisions other than the accelerated vesting mentioned above. The employment contracts of EC members may include post-employment non-compete clauses for a duration of up to two years. In cases where the company decides to activate the post-employment non-compete provision, the compensation paid in connection with such non-compete provision may not exceed the lower of the last monthly base salary, or the average monthly total compensation over the last 3 years, for the period the non-compete obligation is enforced. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 110
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5. Shareholding ownership guideline EC members are required to own a minimum multiple of their annual base salary in dormakaba shares within five years of their hiring 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 compliance with the Share Ownership Guideline (SOG) on an annual basis. In the event of a substantial rise or drop in the share price, the BoD may, at its discretion, review the minimum ownership requirement. As of 30 June, all EC members comply with the SOG. In line with the SOG the respective EC members are required to hold all shares vesting from the LTI until such requirement is fulfilled. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 111
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BoD and EC compensation The actual compensation paid to the BoD for the financial year 2025/26 is comparable to the previous year. All Board members stood for re-election at the AGM 2025 and were re-elected by the shareholders, resulting in no changes to the composition of the Board. Total Board compensation remains aligned with the Company’s established framework. Compensation awarded to the BoD in the financial years 2025/26 and 2024/25 (audited) BoD functions FY 25 – 26 BoD compensation FY 25/26 BoD compensation FY 24/25 Compensation 1 Compensation 4 BoD AC NCC Basic compen- sation Additional compensation (committees, special tasks) 2 Social benefits 3 Total of which in shares 1 Basic compen- sation Additional compensation (committees, special tasks) 5 Social benefits 6 Total of which in shares 4 CHF in 000 BoD Svein Richard Brandtzaeg C C 635 – 83 718 300 635 – 95 730 299 Thomas Aebischer M C 190 80 18 288 90 190 80 18 288 90 Jens Birgersson M M 190 20 – 210 90 190 20 – 210 90 Stephanie Brecht- Bergen M M 190 20 – 210 140 190 20 – 210 139 Hans Gummert M M 190 75 – 265 90 190 77 – 267 90 Marianne Janik M 190 – 12 202 157 127 – 8 135 100 Ilias Laeber M 190 – 12 202 157 127 – 8 135 100 John Y. Liu 7 M – – – – – 63 – 4 67 30 Kenneth Lochiatto M M 190 20 – 210 90 190 20 – 210 90 Ines Poeschel M M 190 20 14 224 152 190 20 14 224 90 Michael Regelski M 190 – – 190 90 190 – – 190 90 Total BoD 2,345 235 139 2,719 1,355 2,282 237 147 2,666 1,205 The compensation for the reporting period is paid out in three installments (November 2025, May 2026, and November 2026). 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 69.24 for the shares transferred in November 2025 and CHF 52.06 for the shares transferred in May 2026). Compensation for the employer representative on the Swiss pension fund (Thomas Aebischer since May 2023) of CHF 20,000 p.a. and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 55,346.47 relating to FY 2025/26 are included in the compensation as additional compensation. The compensation for Hans Gummert is paid in EUR and the amount reported in CHF is subject to exchange rate fluctuations. Business expenses are not included. Social benefits comprise employer contributions to statutory social security schemes. No Board member was insured in the company’s pension fund during FY 2025/26. 1 2 3 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 112
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The compensation for the reporting period is paid out in three installments (November 2024, May 2025, and November 2025). 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 659.80 for the shares transferred in November 2024 and CHF 666.80 for the shares transferred in May 2025). Compensation for the employer representative on the Swiss pension fund (Thomas Aebischer since May 2023) of CHF 20,000 p.a. and compensation for the membership of the Supervisory Board of dormakaba Holding GmbH + Co. KGaA (Hans Gummert) of CHF 56,557 relating to FY 2024/25 are included in the compensation as additional compensation. The compensation for Hans Gummert is paid in EUR and the amount reported in CHF is subject to exchange rate fluctuations. Business expenses are not included. In line with Swiss legal requirements under the BVG, one Board member was insured in the company pension fund during FY 2024/25. The Board members financed both the employee and employer pension contributions so that participation in the pension fund was cost-neutral to the company. John Y. Liu did not stand for re-election at the 2024 AGM At the AGM 2025, the shareholders approved a maximum aggregate amount of CHF 3,200,000 for the BoD compensation period from the AGM 2025 until the AGM 2026. The compensation effectively paid for the portion of this term of office included in this Compensation Report (October 2025–30 June 2026) is within the limit approved by the shareholders. A conclusive assessment for the entire period will be included in the Compensation Report 2026/27. As of 30 June 2026 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. 4 5 6 7 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 113
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Compensation awarded to the EC in the financial years 2025/26 and 2024/25 (audited) EC compensation FY 25/26 EC compensation FY 24/25 EC Members Total CHF EC Members Total CHF in CHF 000 Till Reuter, CEO Other EC Former EC Till Reuter, CEO Other EC Former EC 5 Fixed compensation 4 Fixed basic payment 1,050 2,078 – 3,128 1,000 2,015 537 3,552 Benefits and social / pension contributions 1 189 740 – 929 138 620 193 951 Total aggregate amount 1,239 2,818 – 4,057 1,138 2,635 730 4,503 Variable compensation STI 2 836 1,508 – 2,344 1,185 1,888 757 3,830 LTI 3 1,015 1,888 – 2,903 1,001 1,438 – 2,439 Social / pension contributions 260 794 – 1,054 250 745 259 1,254 Total aggregate amount 2,111 4,190 – 6,301 2,436 4,071 1,016 7,523 Total 3,350 7,008 – 10,358 3,574 6,706 1,746 12,026 Includes contributions to social security and occupational pension or retirement plans, as well as fringe benefits. Contributions to social security and occupational pension or retirement plans represent the amounts effectively paid during the reporting year and relate to the fixed and variable compensation paid during the reporting period. For the U.S.-based EC member, contributions also include employer contributions to the 401(k) retirement plan. Fringe benefits include elements such as the private use of a company car, company car allowances, housing contributions, long-service awards and compensation for unused annual leave. The short-term incentive disclosed for the reporting year is paid after the end of the respective reporting period. The LTI grant consists solely of PSUs. The value of the PSUs is based on their fair value at grant date and includes adjustments for foregone dividends during the vesting period as well as the TSR performance condition. The Company executed a 1-for-10 share split in October 2025, which had no impact on the reported grant values. The value of LTIP awards upon vesting may vary depending on the level of performance achieved and the Company’s share price at the vesting date. The fixed compensation for FY 2024/25 includes a temporary monthly allowance for an EC member assuming additional ad interim responsibility for the vacant COO position. The allowance was paid from 1 February 2024 to 31 July 2024 and relates exclusively to FY 2024/25. The compensation of former EC members includes compensation paid until the end of the contractual employment period and reflects the related contractual obligations. It also includes final settlement payments made following employment termination. 1 2 3 4 5 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 114
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In financial year 2025/26, the EC received total remuneration of CHF 10,358,000, which is within the maximum amount approved by the shareholders. The highest paid individual was Till Reuter, CEO. In comparison to the previous year, total remuneration received by the EC decreased by 14%. There are several factors that impacted the level of actual compensation paid to the EC, which are summarized in the explanatory comments to the compensation table below. Explanatory comments to the compensation table Changes in EC composition: During the reporting period, David Fuller was appointed to the Executive Committee as Chief Innovation Officer under a U.S. employment contract effective 1 September 2025. Magín Guardiola, who served as Chief Innovation Officer under a Swiss employment contract, stepped down from the Executive Committee effective 31 August 2025. Accordingly, the reported compensation includes the pro-rated remuneration of Magin Guardiola as well as the pro-rated compensation of David Fuller. Considering all changes, a total of seven EC members received compensation in the reporting year (2024/25: nine EC members in total). Of the total number of EC members in the reporting period, six were active at the end of the reporting period (end of 2024/25: six active EC members). Compensation changes: The total target compensation for two EC members was increased in aggregate by 5.6% compared to the prior reporting period to bring compensation in line with dormakaba’s compensation mix guidelines and desired market positioning. For the remaining EC members active throughout the reporting year, the total target compensation remained stable compared to the prior reporting period. STI payout: The STI payout formula is based on the achievement of pre-determined performance objectives (as described under section 3.1). The STI payout for the CEO and EC members reflects the development of the Group's organic net sales, adjusted EBITDA margin and adjusted NCOA margin, which are the main drivers of the STI payout. The STI payout for all EC members is 79.6% of the STI target incentive amount (prior year: average of 115%). The achievement per KPI is outlined in the STI performance section below. LTI grant in September 2025: The grant size (nominal value) for each participant including the CEO was set as a monetary amount strictly considering the organization level and external benchmark for a similar function in the relevant market, the positioning of the individual’s total direct compensation compared to that benchmark and the target pay mix for the position (as described under section 3.2). The total grant amount reported is 10% higher compared to the amount reported for the prior reporting period for the following reasons: In the reporting period LTI grants were made to seven EC members (prior reporting period: six EC members). One EC member received a pro- rated grant to account for his eligibility for the period 1 July to 31 August 2025, while a new EC member became eligible effective 1 September 2025 and therefore received a pro-rated grant reflecting his start date. In addition, the LTI grant levels for two EC members were increased in aggregate by 7.1% to align with dormakaba’s compensation mix guideline and desired market positioning. No grants were made to EC members that were not active at the time of the grant. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 115
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Performance in the financial year 2025/26 (not audited) STI performance The STI performance achievement and payout range for the performance objectives (as described under section 3.1) are illustrated in the table below. As explained in section 3.1, this represents commercially sensitive information; therefore, no further details on the required achievement levels are disclosed. For all STI-relevant performance objectives, the required achievement level is derived from the company’s strategic business plan and aligned with an ambitious budget for the respective financial year. The calculation of the short-term incentive is determined based on key performance indicators as reported in the financial statements. dormakaba’s solid performance in the financial year 2025/26 is reflected in the STI overall performance factor of 79.6% (prior year: 118.5%) for the Group. Organic net sales growth: The company achieved organic net sales growth of 3.0%, in line with guidance, amid a challenging external environment marked by trade tariffs and geopolitical tensions. Adjusted EBITDA margin: The adjusted EBITDA margin increased from 15.5% to 16.1%. This significant margin expansion is mainly due to the execution of the strategy-related transformation program, demonstrating the results of effective and sustainable cost management, as well as reflecting efficiency improvements from complexity reduction. Adjusted NCOA margin: The adjusted NCOA margin increased from 11.7% to 12.5%, mainly as a result of improved net working capital from inventory optimization and enhanced payment terms. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 116
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LTI performance The performance share units granted under the long-term incentive in September 2022 vested in September 2025 are 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 148.06% (prior year: 78.25%). The performance per KPI and the payout level at vesting are illustrated below. Grant Performance Objectives Definition Target Achievement Performance & Vesting Factor Sept 2022 vested Sept 2025 Relative TSR (50%) Share price increase + dividends over average of three percentile ranks compared to the SPI Industrial index Median of the peer group Average ranking of 69.27% within the Peer Group 157.80% Performance Factor * 50% = 78.90% Vesting Factor Relative EPS Growth (50%) Average EPS growth during the three- year performance period compared to the three-year average EPS growth immediately preceding the performance period, compared to the GDP growth in the relevant markets. The EPS growth must outperform the GDP growth in the relevant markets. The EPS growth must outperform the weighted GDP growth in the relevant markets by 200 bps. The average EPS growth exceeded the GDP growth in the relevant markets. Taking into account the 2 % point additional hurdle, this results in an achievement of 115.33%. 138.31% Performance Factor * 50% = 69.16% Vesting Factor Total Overall Vesting Factor: 148.06 % Sept 2021 vested Sept 2024 Relative TSR (50%) Share price increase + dividends over average of three percentile ranks compared to the SPI Industrial index Median of the peer group Average ranking of 42.67% within the Peer Group 78% Performance Factor * 50% = 39% Vesting Factor Relative EPS Growth (50%) Average EPS growth during the three- year performance period compared to the three-year average EPS growth immediately preceding the performance period, compared to the GDP growth in the relevant markets. The EPS growth must outperform the GDP growth in the relevant markets. The EPS growth must outperform the weighted GDP growth in the relevant markets by 200 bps. The average EPS growth is 95.8%. The GDP growth is 2.8%. Under consideration of the 2% additional hurdle, this results in a 91.4% achievement. 78.50% Performance Factor * 50% = 39.25% Vesting Factor Total Overall Vesting Factor: 78.25 % Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 117
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Compensation mix awarded in reporting period The table below represents the pay mix of the CEO and active EC members for the actual Annual Base Salary (ABS) pay and STI and LTI (excluding benefits and social security), which is in line with our compensation strategy and pay-for-performance principles. CEO EC1 1 Active members excluding CEO Compensation paid compared to budget approved by shareholders At the AGM 2024, the shareholders approved a maximum aggregate amount of CHF 15,900,000 for the EC for the financial year 2025/26. The total compensation effectively awarded of CHF 10,358,000 is within the limit approved by the shareholders. Loans and credits As of 30 June 2026, 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. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 118
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Shares held by BoD and EC (audited) As at the respective call date, the individual BoD and EC members (including related parties) held the following number of shares in dormakaba Holding AG. As of 30 June 2026, all BoD and EC members comply with the respective share ownership guidelines. Number of shares 3) Financial year ended 30.06.2026 Financial year ended 30.06.2025 BoD Brandtzaeg Svein Richard 17,997 12,950 Lochiatto Kenneth 8,923 7,410 Aebischer Thomas 9,553 8,040 Birgersson Jens 17,583 29,270 Brecht-Bergen Stephanie 2,232,995 2,230,820 Gummert Hans 18,383 16,870 Janik Marianne 4,129 1,270 Laeber Ilias 4,129 1,270 Poeschel Ines 6,152 3,370 Regelski Michael 6,023 4,510 Total BoD 2,325,867 2,315,780 EC Baur Christian - - Bewick Stephen 17,290 9,100 Franke Carsten - - David W Fuller 1 - - Guardiola Magín 2 - 13,400 Peter René 5,050 3,420 Reuter Till 10,460 460 Total EC 32,800 26,380 EC Member as of 1 September 2025 EC Member until 31 August 2025 The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year disclosure was adjusted accordingly. 1) 2) 3) Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 119
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Functions held by members of the BoD and members of the EC in other companies (audited) In accordance with Art. 734e of the revised Swiss Company Law, the table below lists functions exercised by members of the BoD and EC at other for-profit companies, to the extent these functions are comparable to the function they hold at dormakaba. BoD members as of 30 June 2026 External Interests & Mandates Name Company Mandate 2025/26 2024/25 Svein Richard Brandtzaeg Rotork plc 1 (UK) Member of the Board of Directors x The Norges Bank Investment Management (NO) Chair of the Council on Ethics x x Mondi plc 1 (UK) Member of the BoD x x Kenneth Lochiatto Nations Roofing (US) Member of the BoD x Pave America (US) Member of the BoD x Thermogenics (US) Member of the BoD x Thomas Aebischer Sika AG 1 (CH) Member of the BoD and Chair of the Audit Committee x x Solvay SA 1 (BE) Member of the BoD and Chair of the Audit Committee x x Jens Birgersson NREP (DK) Member of the Advisory Board x Randers Reb (DK); Chairman of the BoD x x Stephanie Brecht- Bergen The foundation “Rudolf Mankel Stiftung” (DE) Management Board Member x x Hans Gummert Familie Mankel Industriebeteiligungs GmbH + Co. KGaA (DE) Chairman of the Supervisory Board x x Coroplast Fritz Müller GmbH & Co. KG (DE) Chairman of the Advisory Board x x Hoberg & Driesch Röhrenhandel GmbH & Co. KG (DE) Vice Chairman of the Advisory Board x x Chiron-Werke SE (DE) Vice Chairman x x WIBU Wirtschaftsbund Sozialer Einrichtungen eG (DE) Member of the Supervisory Board x Autohaus Adelbert Moll GmbH & Co KG (DE) Chairman of the supervisory board x Marianne Janik KPMG (DE) Member of the Supervisory Board x x Ilias Laeber Cancom SE 1 (DE) Member of the Supervisory Board x Holcim Ltd. 1 (CH) Member of the Board of Directors, the Audit Committee and the Nomination, Compensation & Governance Committee x x Quercis Pharma AG (CH) Chairman of the Board of Directors x Swiss Automotive Group (CH) Member of the Board of Directors and Chairman of the Audit Committee x Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 120
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Bad Ragaz AG (CH) Member of the Board of Directors, Member of the Audit Committee and the Nomination, Compensation & Governance Committee, x x Forbo Holding AG 1 (CH) Member of the BoD x Ines Poeschel Belimo Holding Inc. 1 (CH) Member of the BoD x x Alcon Inc. 1 (CH) Member of the BoD x x Reichle Holding Inc. (CH); Member of the BoD x x Graubündner Kantonalbank 1 (CH) Member of the BoD x Governance Boutique GmbH (CH) Managing Director x Michael Regelski n.a. n.a. listed company EC members as of 30 June 2026 External Interests & Mandates Name Company Mandate 2025/26 2024/25 Till Reuter Fox Robotics Inc. (USA) Member of the Board of Directors x x Rinvest Ltd. and Rinvest Digital Ltd. (CH) Founder and Chairman of the Board of Directors x x René Peter 2b4u Beratung & Management GmbH Company Member x Christian Baur na. na. Steve Bewick na. na. Carsten Franke na. na. David Fuller Fox Robotics Inc. (USA) Member Board of Directors x x 1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 121
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 122
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 123
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Compensation Report 124
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Consolidated Financial Statements dormakaba Annual Report 2025/26 Consolidated Financial Statements
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Table of contents 128 Key figures 129–133 Consolidated Financial Statements: Primary statements Consolidated income statement Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity 134 Notes to the consolidated financial statements: 1 Performance 1.1 Segment reporting 1.2 Net sales per geographical market/business unit 1.3 Personnel expenses 1.4 Other operating expenses 1.5 Financial result 1.6 Taxes 144 Notes to the consolidated financial statements: 2 Operating assets and liabilities 2.1 Trade receivables 2.2 Inventories 2.3 Property, plant, and equipment/Intangible assets 2.4 Provisions 2.5 Employee benefit liabilities 2.6 Other assets and liabilities 152 Notes to the consolidated financial statements: 3 Capital and financial risk management 3.1 Capital management 3.2 Share capital and treasury shares 3.3 Earnings per share and dividends 3.4 Financial risk management 161 Notes to the consolidated financial statements: 4 Other financial information 4.1 Commitments and contingencies 4.2 Equity-accounted investments 4.3 Business combinations and divestments dormakaba Consolidated Financial Statements 126
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Table of contents 165 Notes to the consolidated financial statements: 5 Other disclosures 5.1 About this report 5.2 Alternative performance measures (APM) 5.3 Events after the balance sheet date 5.4 Legal structure of the dormakaba Group 176 Report of the statutory auditor 180 Change of accounting framework dormakaba Consolidated Financial Statements 127
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Key figures The key headlines concerning the Groupʼs performance are: ● Net sales of CHF 2,792.4 million, up 3.0% organically ● Record adjusted EBITDA margin of 16.1%, up 60 bps ● Adjusted operating cash flow margin of 12.5%, up 80 bps ● Net profit of CHF 185.2 million ● Board of Directors to propose a dividend of CHF 0.95, up 3.3%, at the AGM CHF million, except where indicated Note Financial year ended 30.06.2026 % Financial year ended 30.06.2025 % Net sales 1.2 2,792.4 2,870.1 Change in sales –77.7 –2.7 33.0 1.2 organic sales growth 5.2 81.0 112.4 organic sales growth in % 5.2 3.0 4.1 Adjusted EBITDA (Adjusted operating profit before depreciation and amortization) 1.1 449.0 16.1 445.0 15.5 Adjusted EBIT (Adjusted operating profit) 1.1 368.2 13.2 366.1 12.8 Profit before taxes 249.4 253.3 Net profit 185.2 188.0 Dividend per share (in CHF) 1 3.3 0.95 0.92 Other key figures ROCE (Return on capital employed) 2 5.2 31.0% 30.6% Adjusted operating cash flow margin 3 5.2 12.5% 11.7% Net debt 3.1 358.1 358.2 Market capitalization 2,170.9 3,015.1 Average number of full-time equivalent employees 1.3 15,310 15,425 In 2025/26: 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 adjusted operating cash flow margin is calculated as the ratio of adjusted operating cash flow to net sales. 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 GAAP FER (GAAP = Generally Accepted Accounting Principles, FER = Fachempfehlung zur Rechnungslegung or “accounting and reporting recommendations”). Financial performance measures not defined by Swiss GAAP FER are described in chapter 5.2 Alternative performance measures (APM). The Board of Directors of dormakaba Holding Ltd. has decided, that as of 1 July 2026, the Group’s consolidated financial statements will be prepared in accordance with IFRS Accounting Standards. The impact of the adoption on the Group's financial statements has been assessed in chapter changes of accounting framework of this Annual Report. 1 2 3 dormakaba Consolidated Financial Statements 128
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Consolidated Financial StatementsPrimary statements Consolidated income statement CHF million, except share amounts Note Financial year ended 30.06.2026 % Financial year ended 30.06.2025 % Net sales 1.2 2,792.4 2,870.1 Cost of goods sold –1,636.9 –1,694.7 Gross margin 1,155.5 41.4 1,175.4 41.0 Sales and marketing –527.1 –545.3 General administration –205.1 –213.7 Research and development –113.7 –111.8 Other operating income 13.2 20.2 Other operating expenses 1.4 –36.3 –28.1 Operating profit (EBIT) 286.5 10.3 296.7 10.3 Result from associates 4.2 0.0 –0.1 Financial expenses 1.5 –39.3 –46.3 Financial income 1.5 2.2 3.0 Profit before taxes 249.4 253.3 Income taxes 1.6 –64.2 –65.3 Net profit 185.2 188.0 Net profit attributable to minority interests 88.2 90.1 Net profit attributable to the owners of the parent 97.0 97.9 Basic earnings per share in CHF 1 3.3 2.33 2.34 Diluted earnings per share in CHF 1 3.3 2.30 2.32 The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. The details are disclosed in the note on share capital and treasury shares (3.2). To enable a fair comparison with the current year, prior-year disclosure was adjusted accordingly. 1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 129
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Consolidated balance sheet Assets CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Current assets Cash and cash equivalents 149.1 445.1 Trade receivables 2.1 486.5 462.2 Inventories 2.2 470.5 480.3 Current income tax assets 21.1 21.2 Other current assets 2.6 80.2 71.1 Total current assets 1,207.4 1,479.9 Non-current assets Property, plant, and equipment 2.3 414.3 392.5 Intangible assets 2.3 222.5 145.2 Investments in associates 4.2 0.3 0.3 Non-current financial assets 2.6 44.1 37.7 Deferred income tax assets 1.6 103.7 118.9 Total non-current assets 784.9 694.6 Total assets 1,992.3 2,174.5 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 130
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Liabilities and equity CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Current liabilities Current borrowings 3.1 23.5 322.9 Trade payables 212.7 187.5 Current income tax liabilities 37.3 34.0 Accrued and other current liabilities 2.6 395.2 406.1 Current provisions 2.4 45.4 61.1 Total current liabilities 714.1 1,011.6 Non-current liabilities Accrued pension and other non-current employee benefits 2.5 240.3 246.3 Deferred income tax liabilities 1.6 23.8 21.7 Non-current provisions 2.4 6.3 13.2 Non-current liabilities 3.1 483.7 480.4 Total non-current liabilities 754.1 761.6 Total liabilities 1,468.2 1,773.2 Equity Share capital 3.2 0.4 0.4 Additional paid-in capital 811.3 811.3 Retained earnings –356.3 –415.8 Treasury shares 3.2 –26.2 –27.8 Translation exchange differences 3.4 –89.0 –91.1 Total equity owners of the parent 340.2 277.0 Minority interests 183.9 124.3 Total equity 524.1 401.3 Total liabilities and equity 1,992.3 2,174.5 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 131
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Consolidated cash flow statement CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Net profit 185.2 188.0 Depreciation and amortization 2.3 109.2 103.6 Income tax expenses 1.6 64.2 65.3 Interest expenses 1.5 32.4 33.9 Interest income 1.5 –2.0 –2.8 (Gain) Loss on disposal of fixed assets, net –0.4 –7.5 Adjustment for other non-cash and non-operational items 9.4 13.1 Change in trade receivables –22.9 –17.6 Change in inventories 10.2 –18.7 Change in other current assets –6.9 –4.3 Change in trade payables 23.4 18.7 Change in accrued pension and other employee benefits –7.9 –4.0 Change in provisions, accrued and other current liabilities –34.0 –13.8 Cash generated from operations 359.9 353.9 Income taxes paid –43.8 –63.8 Interest paid –28.3 –28.4 Interest received 1.9 2.8 Net cash from operating activities 289.7 264.5 Cash flows from investing activities Additions of property, plant, and equipment 2.3 –80.1 –71.4 Proceeds from sale of property, plant, and equipment 2.3 2.3 19.5 Additions of intangible assets 2.3 –49.0 –35.7 Change in non-current financial assets –10.4 –0.5 Acquisition of subsidiaries, net of cash acquired 4.3 –77.0 –2.7 Sale of subsidiaries, net of cash sold 4.3 0.9 –0.8 Acquisition of associates and joint ventures 4.2 0.0 –0.4 Sale of investment in associates and joint ventures 4.2 0.0 0.8 Net cash used in investing activities –213.3 –91.2 Cash flows from financing activities Repayment of bond 3.1 –320.0 0.0 New bonds issued 3.1 0.0 199.3 Other proceeds from (repayment of) current borrowings, net 3.1 23.8 24.9 Proceeds from (repayment of) non-current borrowings, net 3.1 –3.0 –0.9 Change in other non-current liabilities 0.3 –0.2 Dividends paid to company’s shareholders 3.3 –38.4 –33.5 Dividends paid to minority shareholders –28.5 –30.4 (Purchase) Sale of treasury shares 3.2 –8.0 –25.9 Net cash flows from financing activities –373.8 133.3 Translation exchange differences 1.4 –11.9 Net increase (decrease) in cash and cash equivalents –296.0 294.7 Cash and cash equivalents at beginning of period 445.1 150.4 Cash and cash equivalents at end of period 149.1 445.1 Net increase (decrease) in cash and cash equivalents –296.0 294.7 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 132
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Consolidated statement of changes in equity CHF million Share capital Additional paid-in capital Retained earnings Treasury shares Cumul. translation adjustm. Minority interests Total equity Balance as at 30.06.2026 0.4 811.3 –356.3 –26.2 –89.0 183.9 524.1 Net profit for the reporting period 97.0 88.2 185.2 Currency translation adjustments 2.1 –1.0 1.1 Dividend paid (see note 3.3) –38.4 –28.5 –66.9 Shares awarded (share-based compensation) 0.9 9.6 0.9 11.4 Treasury shares (purchased) re-issued –8.0 –8.0 Balance as at 30.06.2025 0.4 811.3 –415.8 –27.8 –91.1 124.3 401.3 Net profit for the reporting period 97.9 90.1 188.0 Currency translation adjustments –21.8 –22.8 –44.6 Dividend paid (see note 3.3) –33.5 –30.4 –63.9 Shares awarded (share-based compensation) 0.8 3.8 0.7 5.3 Treasury shares (purchased) re-issued –25.9 –25.9 Balance as at 01.07.2024 0.4 811.3 –481.0 –5.7 –69.3 86.7 342.4 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 133
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Consolidated Financial StatementsPerformance Notes to the consolidated financial statements for the 2025/26 financial year 1. Performance This section provides information on the operational performance of the dormakaba Group and the current operating model, the outlook on the organizational changes, and its implication on the operating model, as well as on the segment disclosure. The description of the operating model provides information useful for understanding the segment reporting, which corresponds to the Groupʼs internal reporting system. In addition, information is presented on selected income and expense items. 1.1 Segment reporting Operating model and organizational structure The Access Solutions (AS) business consists of the AS commercial business under the leadership of the Chief Commercial Officer (CCO) with support from Global Functions Operations and Innovation. The company’s five core markets (USA/Canada, UK/Ireland, Germany, Switzerland, Australia/ New Zealand) as well as China and India report directly to the CCO; together they represent around 70% of Access Solutions sales. To enable a strong customer focus and sales generation, the core markets are built around: ● Project and solution sales (“direct business”), focusing on end customers, general and technical contractors; ● Product and system sales (“indirect business”), focusing on distributors, value-added resellers, system integrators, and OEMs; ● Service sales, focusing on facility managers, building operators, or installers to support service growth as part of the global core; ● Furthermore, we support the above with pull sales generation via specification and support to architects, design engineers, planners, and other influencers. The organizational setup includes one further segment Key & Wall Solutions and OEM (KWO). It operates as a standalone and self-contained segment with three global businesses – Key Systems, Movable Walls, and Original Equipment Manufacturing (OEM). Production facilities for Key Systems and Movable Walls are situated in North and South America, Europe, and Asia. The OEM business has plants in mainland China and Taiwan. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 134
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Operating model Global Operations is responsible for the 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 lean efforts. Global Innovation is responsible for delivering customer- and market-oriented product and solution 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 strategic initiatives, and strengthen the companyʼs customer centricity. Organizational segment structure Financial performance is assessed by Group management across two operating segments; Access Solutions and Key & Wall Solutions and OEM (KWO). Within Access Solutions, performance is further monitored across the five core markets, Rest of the World, and Global Functions. Within KWO, performance is evaluated across the business units Key Systems, Movable Walls, and Original Equipment Manufacturing. As the Executive Committee assesses performance and allocates resources at the level of Access Solutions and KWO, segment reporting is presented on the same basis up to adjusted EBIT contribution. Financial transactions of Global Functions that are directly attributable to, or can be reasonably allocated to, a specific segment are reported within the respective segment. To enhance financial steering, transparency, and accountability, the performance of the core markets is measured based on their full contribution to the Group’s results. Segment results are prepared using the same accounting principles as those applied in determining the Group’s operating profit. Intersegment transactions are conducted on an arm’s length basis. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 135
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Offering dormakaba Group provides smart, secure, and sustainable solutions for seamless people flow and integrated access. Its portfolio of strong brands offers customers the full range of products, solutions, and services for access to premises, buildings, and rooms. From award- winning, end-to-end access solutions to industry best practices and straightforward installation across a range of markets and industries, dormakaba is a complete partner for door and access systems, catering to a broad range of industries such as hotels, retail spaces, sporting venues, airports, hospitals, offices, utilities, and multi-housing, as well as selected residential markets. With a clear portfolio segmentation, dormakaba focuses on its global core businesses Access Automation Solutions (door operators, sliding doors, revolving doors, and speed gates), Access Control Solutions (connected devices and engineered solutions), Access Hardware Solutions (door closers, exit devices, and mechanical key systems) and Services. The Group is also a market leader for Key Systems (key blanks, key cutting machines, and automotive solutions such as transponder keys and programmers), as well as Movable Walls, including acoustic movable partitions and horizontal and vertical partitioning systems. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 136
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Segment reporting Financial year ended 30.06.2026 Financial year ended 30.06.2025 Financial year ended 30.06.2026 Financial year ended 30.06.2025 Financial year ended 30.06.2026 Financial year ended 30.06.2025 CHF million Access Solutions Key & Wall Solutions and OEM Corporate Net sales third parties 2,371.5 2,432.4 420.9 437.7 0.0 0.0 Intercompany sales 5.7 8.3 47.7 50.7 0.0 0.0 Total sales 2,377.2 2,440.7 468.6 488.4 0.0 0.0 Adjusted EBIT (Adjusted operating profit) 332.1 318.7 86.1 89.7 –50.0 –42.3 as % of sales 14.0% 13.1% 18.4% 18.4% 0.0% 0.0% Adjusted depreciation and amortization 65.6 63.9 13.2 13.0 2.0 2.0 Adjusted EBITDA (Adjusted operating profit before depreciation and amortization) 397.7 382.6 99.3 102.7 –48.0 –40.3 as % of sales 16.7% 15.7% 21.2% 21.0% 0.0% 0.0% Net working capital 600.4 598.2 86.8 91.2 –31.8 –28.6 Capital expenditure 71.4 74.2 13.8 13.3 42.5 22.8 Average number of full-time equivalent employees 11,547 11,752 3,361 3,253 402 420 Eliminations Group Net sales third parties 2,792.4 2,870.1 Intercompany sales –53.4 –59.0 0.0 0.0 Total sales –53.4 –59.0 2,792.4 2,870.1 Adjusted EBIT (Adjusted operating profit) 368.2 366.1 as % of sales 13.2% 12.8% Adjusted depreciation and amortization 80.8 78.9 Adjusted EBITDA (Adjusted operating profit before depreciation and amortization) 449.0 445.0 as % of sales 16.1% 15.5% Net working capital 655.4 660.8 Capital expenditure 127.7 110.3 Average number of full-time equivalent employees 15,310 15,425 Reconciliation of operational figures Financial year ended 30.06.2026 Financial year ended 30.06.2025 CHF million Adjusted IAC 1 Unadjusted Adjusted IAC 1 Unadjusted Operating profit before depreciation and amortization (EBITDA) 449.0 –53.3 395.7 445.0 –44.7 400.3 Depreciation and amortization –80.8 –28.4 –109.2 –78.9 –24.7 –103.6 Operating profit (EBIT) 368.2 –81.7 286.5 366.1 –69.4 296.7 The content of items affecting comparability (IAC) is described in the note on alternative performance measures (APM) (5.2).1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 137
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1.2 Net sales per geographical market/business unit CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Net sales third parties USA/Canada 687.2 721.5 UK/Ireland 94.7 109.4 Germany 354.3 344.9 Switzerland 229.9 219.8 Australia/New Zealand 192.0 198.3 Rest of the World 813.4 838.5 Total Access Solutions 2,371.5 2,432.4 Key & Wall Solutions and OEM 420.9 437.7 Group 2,792.4 2,870.1 Accounting principles Net sales includes all sales of goods and services after deduction of freight expenses of goods sold, sales commissions and other sales deductions, such as discounts and rebates. Sales from goods are recognized when all significant risks, rewards of ownership, and control are transferred. Sales related to services are recognized when the service is provided. Distinctive components related to multi-element contracts are recognized separately. Revenue from long-term contracts is recognized over time using generally accepted methods to measure progress toward completion. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 138
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1.3 Personnel expenses CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Personnel expenses 1,110.6 1,145.2 Salaries and wages 887.2 914.8 Social security expenses 180.3 183.4 Share-based payments 11.4 5.3 Pension benefit expenses (see note 2.5) 28.5 30.4 Employment termination expenses 2.2 10.2 Other benefits 1.0 1.1 Number of full-time equivalent employees Financial year ended 30.06.2026 Financial year ended 30.06.2025 Employees at balance sheet date 15,347 15,346 Average number of employees per functions and business units 15,310 15,425 Total Access Solutions 11,547 11,752 Commercial and Marketing 7,017 7,076 Operations 3,078 3,171 Innovation 726 716 Finance and HR 726 789 Key & Wall Solutions and OEM 3,361 3,253 Corporate 402 420 Average number of employees per geographical region 15,310 15,425 Switzerland 890 871 Germany 2,724 2,779 Rest of EMEA 4,033 4,019 Americas 3,394 3,484 Asia Pacific 4,269 4,272 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 long- term 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. Sustainability targets have been introduced as from the grant 2023 to reflect the increasing importance of sustainability and cover both social and environmental topics that are 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 each performance 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 over the vesting period. The restricted shares allocated to the members of the Board of Directors (BoD) are blocked for three years. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 139
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The fair value of the restricted shares corresponds to the value of the closing price of the dormakaba Holding AG share on the SIX Swiss Exchange as at the business day prior to the date of the allocation. Further information about the allocation of treasury shares is disclosed in the note on share capital and treasury shares (3.2), and further details about long-term incentive stock award plans are outlined in the Compensation Report. Accounting principles 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 and is recognized as an expense with a corresponding entry in equity. Expenses for shares that vest immediately are recognized accordingly. Shares that are subject to future services are recognized over the vesting period. 1.4 Other operating expenses CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Total other operating expenses –36.3 –28.1 Goodwill amortization –28.0 –24.7 Loss from sale of subsidiaries –7.4 –2.1 Other operating expenses –0.9 –1.3 1.5 Financial result CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Financial income 2.2 3.0 Interest income 2.0 2.8 Other financial income 0.2 0.2 Financial expense 39.3 46.3 Interest expenses for bonds 3.1 14.2 13.7 Interest expenses for forward contracts 3.4 11.4 14.0 Other interest expenses 6.8 6.2 Foreign exchange losses (gains) 3.4 2.8 6.9 Other financial expenses 4.1 5.5 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 140
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1.6 Taxes 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 have different tax rates, the weighted applicable tax rate may vary from year to year according to variations in income per country and changes in applicable tax rates. CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Profit before taxes 249.4 253.3 Weighted applicable tax rate 24.4% 24.6% Tax calculated at applicable tax rate 60.8 62.3 Current income taxes 46.5 58.0 Deferred income taxes 17.7 7.3 Income taxes 64.2 65.3 Difference between applicable and effective income taxes 3.4 3.0 Impact of losses and tax loss carryforwards –0.8 –6.5 Tax-exempt income –3.6 –4.8 Non-deductible expenses 5.2 6.7 Impact from divestments/goodwill –2.4 2.9 Non-recoverable withholding tax expenses 5.0 6.5 Effect of change in tax rates 3.0 –0.2 Tax charges (credits) relating to prior periods, net –2.1 –1.0 Other –0.9 –0.6 Income taxes charged to equity 0.3 0.0 The effective income tax rate of 25.7% (2024/25: 25.8%) was affected by several goodwill- related items and divestments. While certain goodwill expenses are not deductible for tax purposes and therefore increase the effective tax rate, the Group also recognized an additional deferred tax asset relating to future tax deductions in North America. This overall benefit was partly compensated by the change in tax rates, mainly the staged tax rate reduction in Germany from around 31.8% to 26.5% until 2031/32. Further, the prior year's tax expense benefited from the utilization of tax losses arising from restructuring costs. Consistent with the Group's accounting policy, no deferred tax assets are recognized for such tax losses. Overall, the net impact of these items on the effective tax rate was broadly comparable in the current and prior year. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 141
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Deferred taxes CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Balance sheet presentation of deferred income taxes Total deferred income taxes, net 79.9 97.2 Deferred income tax assets 103.7 118.9 Deferred income tax liabilities 23.8 21.7 Expiration of tax loss carryforwards not recognized as deferred tax assets Balance of tax loss carryforwards at end of financial year 118.7 121.5 Expiry in 1 year 0.4 3.3 Expiry in 2 to 5 years 6.4 9.5 Expiry after 5 years 3.3 7.2 No expiry 108.6 101.5 The unrecognized tax loss carryforwards of CHF 118.7 million (2024/25: CHF 121.5 million) have the potential to generate tax relief of CHF 29.2 million (2024/25: CHF 28.7 million). Over the medium term, it is anticipated that up to CHF 5.9 million (2024/25: CHF 4.3 million) of the potential tax relief may be realized. OECD Pillar Two income taxes 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 revenues of more than EUR 750 million. Meanwhile, Pillar Two legislation has been enacted or substantially enacted in many jurisdictions in which dormakaba operates. The Group became subject to the global minimum tax as of the financial year beginning 1 July 2024. The majority of dormakaba’s operating jurisdictions benefit from the transitional CbCR safe harbor, including the jurisdictions in our core markets. A current tax expense of around CHF 0.3 million for the year ended 30 June 2026 has been recognized related to top- up taxes in the UAE. dormakaba does not recognize or disclose any information on deferred income tax assets and liabilities related to the OECD Pillar Two global minimum corporate income tax. 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 to eligible 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 to future taxable income are only recognized to the extent of the available deferred tax liabilities. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 142
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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. Actual results may differ from these estimates and could result in adjustments to the carrying amount of the deferred income tax assets. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 143
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Consolidated Financial StatementsOperating assets and liabilities 2. Operating assets and liabilities Detailed information on the operating assets used and liabilities incurred to support the Group’s operating activities is disclosed in this section. This includes disclosures on the valuation of trade receivables and inventory as well as movements in tangible and intangible assets, provisions and employee benefits. 2.1 Trade receivables Maturity analysis Financial year ended 30.06.2026 Financial year ended 30.06.2025 CHF million Gross Allow. Net Gross Allow. Net Trade receivables 505.0 –18.5 486.5 484.9 –22.7 462.2 Not yet due 384.1 –0.6 383.5 351.9 –0.4 351.5 1–30 day(s) overdue 51.4 –0.1 51.3 58.3 –0.1 58.2 31–60 days overdue 18.7 0.0 18.7 18.6 0.0 18.6 61–90 days overdue 11.3 0.0 11.3 10.6 –0.1 10.5 91–120 days overdue 6.3 –0.2 6.1 6.1 –0.2 5.9 121–150 days overdue 5.6 –0.4 5.2 4.9 –0.3 4.6 More than 150 days overdue 27.6 –17.2 10.4 34.5 –21.6 12.9 Accounting principles Short-term trade receivables 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, trade receivables are individually impaired if there is clear evidence of insolvency or other indications that collectability is severely endangered. 2.2 Inventories CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Inventories, net 470.5 480.3 Allowance for obsolete and slow-moving items 69.8 73.3 Inventories, gross 540.3 553.6 Raw materials and supplies 229.3 224.2 Semi-finished goods and work in progress 111.1 109.5 Finished goods 197.6 216.3 Prepayments to suppliers 2.3 3.6 Accounting principles Inventories are valued at the lower of purchase/manufacturing cost and net realizable value. Cost is determined using the weighted average method. 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. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 144
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2.3 Property, plant, and equipment/ Intangible assets Property, plant, and equipment CHF million, except where indicated Land and buildings Plant, machinery, and equipment Furniture, fixtures and other Assets under construction Total property, plant, and equipment 30 June 2026, net 180.7 127.8 55.9 49.9 414.3 30 June 2025, net 172.5 115.4 56.1 48.5 392.5 Cost 30 June 2026 312.1 415.3 224.0 49.9 1,001.3 Additions 2.3 15.9 20.1 40.1 78.4 Disposals –0.2 –6.1 –6.8 –0.7 –13.8 Reclassifications 15.7 22.2 0.1 –38.0 0.0 Acquisition of businesses 0.0 0.0 0.5 0.0 0.5 Translation exchange differences –1.7 0.8 0.3 0.0 –0.6 30 June 2025 296.0 382.5 209.8 48.5 936.8 Additions 2.6 16.2 19.7 36.0 74.5 Disposals –13.5 –14.2 –13.4 –0.4 –41.5 Reclassifications 1.7 16.4 3.6 –21.7 0.0 Acquisition of businesses 0.0 0.0 0.7 0.0 0.7 Divestment of businesses –1.4 –0.3 –1.2 –0.1 –3.0 Translation exchange differences –13.4 –24.1 –14.2 –2.2 –53.9 1 July 2024 320.0 388.5 214.6 36.9 960.0 Estimated useful life (in years) 20-50 1 4-15 3-15 Accumulated depreciation 30 June 2026 131.4 287.5 168.1 0.0 587.0 Additions 8.3 25.5 20.4 0.0 54.2 Disposals –0.2 –5.4 –6.3 0.0 –11.9 Reclassifications 0.0 –0.1 0.1 0.0 0.0 Translation exchange differences –0.2 0.4 0.2 0.0 0.4 30 June 2025 123.5 267.1 153.7 0.0 544.3 Additions 7.8 24.7 18.5 0.0 51.0 Disposals –6.9 –13.5 –11.1 0.0 –31.5 Reclassifications 0.0 0.0 0.0 0.0 0.0 Divestment of businesses –0.3 –0.2 –0.8 0.0 –1.3 Translation exchange differences –4.6 –16.4 –9.4 0.0 –30.4 1 July 2024 127.5 272.5 156.5 0.0 556.5 Land is not depreciated.1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 145
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Accounting principles Property, plant, and equipment are recorded at cost less accumulated depreciation using the straight-line method. Subsequent costs are included 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 replaced part is derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Items of minor value are charged directly to the income statement. All gains and losses on the disposal of property, plant, and equipment are recognized in the income statement. Intangible assets CHF million Goodwill Software Development costs Other Total intangible assets 30 June 2026, net 89.5 62.5 68.4 2.1 222.5 30 June 2025, net 33.8 44.6 65.0 1.8 145.2 Cost 30 June 2026 2,188.5 176.7 109.5 33.2 2,507.9 Additions 0.0 35.7 12.9 0.7 49.3 Disposals 0.0 –0.2 0.0 –0.6 –0.8 Acquisition of businesses (see note 4.3) 83.1 0.1 0.0 0.1 83.3 Translation exchange differences 16.4 –1.7 –0.6 –0.3 13.8 30 June 2025 2,089.0 142.8 97.2 33.3 2,362.3 Additions 0.0 17.5 16.9 1.4 35.8 Disposals –3.8 –0.7 –1.3 –1.7 –7.5 Acquisition of businesses 4.6 0.0 0.0 0.0 4.6 Divestment of businesses –1.5 –0.3 0.0 –0.2 –2.0 Translation exchange differences –129.1 –4.4 –2.7 –1.3 –137.5 1 July 2024 2,218.8 130.7 84.3 35.1 2,468.9 Estimated useful life (in years) 5-20 2-5 2-5 2-5 Accumulated amortization 30 June 2026 2,099.0 114.2 41.1 31.1 2,285.4 Additions 28.0 17.3 9.2 0.5 55.0 Disposals 0.0 –0.2 0.0 –0.5 –0.7 Translation exchange differences 15.8 –1.1 –0.3 –0.4 14.0 30 June 2025 2,055.2 98.2 32.2 31.5 2,217.1 Additions 24.7 21.1 6.4 0.4 52.6 Disposals –3.8 –0.6 –1.3 –1.2 –6.9 Divestment of businesses –1.5 –0.3 0.0 –0.2 –2.0 Translation exchange differences –125.7 –3.1 –1.0 –1.2 –131.0 1 July 2024 2,161.5 81.1 28.1 33.7 2,304.4 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 146
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Accounting principles Intangible assets are capitalized at cost and 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 book value 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 difference arising at the time of the final purchase price determination will be recognized as an adjustment to goodwill and the respective assets (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 is recoverable through future economic benefits. 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. Use of accounting estimates Property, plant, and equipment as well as intangible assets are tested for impairment whenever events or changes in circumstances indicate that 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. 2.4 Provisions CHF million Warranty and customer returns Restructuring Other Total Provisions 30 June 2026 20.3 25.6 5.8 51.7 current 20.3 20.6 4.5 45.4 non-current 0.0 5.0 1.3 6.3 Provisions 30 June 2025 17.6 50.6 6.1 74.3 current 17.6 38.7 4.8 61.1 non-current 0.0 11.9 1.3 13.2 CHF million Warranty and customer returns Restructuring Other Total Provisions 30 June 2026 20.3 25.6 5.8 51.7 Additions 13.4 1.5 1.9 16.8 Releases –2.3 –3.3 –0.6 –6.2 Usage –8.3 –22.8 –1.6 –32.7 Translation exchange differences –0.1 –0.4 0.0 –0.5 Provisions 30 June 2025 17.6 50.6 6.1 74.3 Additions 10.5 8.9 3.1 22.5 Releases –5.7 –0.8 –5.0 –11.5 Usage –4.5 –29.9 –5.6 –40.0 Translation exchange differences –0.7 –1.7 –0.6 –3.0 Provisions 1 July 2024 18.0 74.1 14.2 106.3 The provision for warranty and customer returns covers customer warranty claims and voluntary concessions, as well as expected customer returns. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 147
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Restructuring provisions mainly relate to the Shape4Growth and commercial transformation programs, which dormakaba announced on 3 July 2023, respectively on 20 November 2024. Other provisions mainly comprise those relating to environmental risks, litigation, and sales agentsʼ indemnities. 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, the streamlining of facilities and operations, and other restructuring measures are recorded in the period in which the Group commits itself to a detailed formal plan. No provisions are recorded for future expenses that are linked to a future benefit. Use of accounting estimates In the course of their ordinary operating activities, Group companies can face claims from third parties and incur obligations under warranty arrangements. Provisions for pending claims or warranties are measured on the basis of the information available and a realistic estimate of the expected outflow of resources. The final settlement of the claim might deviate from the realistic estimates and might result in additional expenses not yet reflected in the Group's financial provisions. Significant judgment is required to determine the costs of restructuring plans. The actual cost might deviate from the original plan. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 148
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2.5 Employee benefit liabilities CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Financial year ended 30.06.2026 Financial year ended 30.06.2025 Economic part of the dormakaba Group Translation differences Change to previous year period or recognized in current result of the period, respectively Contri- butions concerning the business period Pension benefit expenses within personnel expenses Total accrued pension and other employee benefits 240.3 246.3 Other long-term employee benefits 28.9 29.0 Pension benefit obligations 211.4 217.3 –3.3 –2.6 31.1 28.5 30.4 Pension institutions with surplus 1 14.3 14.3 13.8 Pension institutions without surplus/deficit 14.5 14.5 15.2 Pension institutions without own assets 211.4 217.3 –3.3 –2.6 2.3 –0.3 1.4 Expenses related to Swiss pension plans are reported under pension institutions with surplus due to free funds. CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Pension benefit expenses within personnel expenses 28.5 30.4 Decrease/increase in economic obligation from pension institutions without own assets –0.3 1.4 Contributions and changes to employer pension funds 28.8 29.0 Contributions to pension institutions from Group entities 28.8 29.0 Pension benefit expenses from pension institutions with surplus relate exclusively to Swiss pension plans. Swiss pension plans are valued annually in December in accordance with Swiss GAAP FER 26. As of December 2025, free funds of CHF 5.0 million were accumulated, while the coverage rate is 118.6%, based on an applied technical interest rate of 1.5% (December 2024: free funds of CHF 3.4 million, coverage rate 118.3%, technical interest rate 1.5%). Since then, no significant adverse performance has been observed. 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, and Italy. Other long-term employee benefits mainly consist of provisions for anniversary and long- service awards, lump-sum payments at the end of service, and part-time retirement solutions. 1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 149
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Accounting principles There are various pension plans the Group participates, 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 determined from the statements made on the basis of Swiss GAAP FER 26 “Accounting of Pension Plans” and are 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. Use of accounting estimates 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 include management estimates. 2.6 Other assets and liabilities Other assets CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Other current assets 80.2 71.1 Prepaid expenses 23.3 18.7 Retentions 6.8 7.1 Sales, withholding, and other recoverable taxes 42.5 40.1 Fair value of forward contracts 3.4 1.1 4.0 Other receivables and miscellaneous 6.5 1.2 Non-current financial assets 44.1 37.7 Loans 0.1 5.3 Pension-related assets 12.5 12.4 Long-term prepaid expenses 5.1 5.4 Long-term held securities 26.0 14.6 Other non-current financial assets 0.4 0.0 Accounting principles 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. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 150
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Other liabilities CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Accrued and other current liabilities 395.2 406.1 Advances from customers 44.1 52.6 Deferred income 44.8 41.6 Sales, withholding, and other tax payable 41.4 41.9 Payables to social security and pension fund 13.1 14.9 Accruals for salary payments, bonuses, vacation, overtime, and other employee benefits 130.7 136.8 Accrued interest 8.5 9.8 Other accruals and current non-interest-bearing liabilities 112.6 108.5 Current borrowings and other non-current liabilities are disclosed in the note on capital management (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 the income statement over the period of the borrowing using the effective interest method. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 151
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Consolidated Financial StatementsCapital and financial risk management 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. 3.1 Capital management Capital management has the following objectives: ● securing sufficient liquidity to meet the Group’s needs to fulfil its financial obligations; ● securing sufficient funding capacity for future investments and acquisitions; ● ensuring creditworthiness; ● achieving an appropriate risk-adjusted return for investors. In response to ongoing economic and geopolitical uncertainties, including trade tariffs and geopolitical conflicts such as the wars in Ukraine and the Middle East, dormakaba continues to maintain a strong focus on liquidity and net working capital management. This includes stringent credit management, disciplined collection of trade receivables, and careful cash conversion to effectively mitigate risks. Daily monitoring of liquidity and financial debt status at 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 the companyʼs financial stability. Borrowings and other financial liabilities CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Current borrowings 23.5 322.9 Short-term bank loans and overdrafts 21.5 2.3 Bonds – short-term 0.0 320.0 Current portion of other non-current liabilities 2.0 0.6 Non-current liabilities 483.7 480.4 Bonds – long-term 474.3 474.0 Other non-interest bearing liabilities 5.2 2.9 Other interest-bearing liabilities 4.2 3.5 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 152
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Credit facility As of 30 June 2026, short-term bank loans and overdrafts amount to CHF 21.5 million (2024/25: CHF 2.3 million). The syndicated credit facility of CHF 525 million will expire at its final maturity on 31 December 2027. The CHF 200 million increase option remains available. The facility’s sole financial covenant is the leverage ratio. It is calculated based on net debt relative to (reported) EBITDA for the past 12 months as of June and December. As of 30 June 2026 and throughout the 2025/26 financial year, dormakaba complied with the financial covenant. Net debt The key figures, including the maturities, as of 30 June 2026 and 30 June 2025 are disclosed below. Financial year ended 30.06.2026 Financial year ended 30.06.2025 CHF million Up to 1 year 2 to 5 years Over 5 years Total Up to 1 year 2 to 5 years Over 5 years Total Short-term bank loans and overdrafts 21.5 21.5 2.3 2.3 Bonds 474.3 474.3 320.0 474.0 794.0 Other liabilities 2.0 6.9 2.5 11.4 0.6 4.0 2.4 7.0 Cash and cash equivalents –149.1 –149.1 –445.1 –445.1 Net debt –125.6 481.2 2.5 358.1 –122.2 478.0 2.4 358.2 Adjusted EBITDA 449.0 445.0 Net debt/Adjusted EBITDA (Leverage) 0.8x 0.8x The interest expenses for short-term bank loans and overdrafts are recorded within other interest expenses. Interest expenses are disclosed in detail in the note on the financial result (1.5). 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 of disposal (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowing using the effective interest method. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 153
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Bonds dormakaba Finance AG issued bonds with a total nominal value of CHF 475 million: CHF million Coupon % p.a. Financial year ended 30.06.2026 Coupon % p.a. Financial year ended 30.06.2025 Bonds (at fixed interest rates) 474.3 794.0 CHF 320 million bond 2017–2025 Payment date: 13 October 2017 Issue price: 100.46% 1.000 320.0 CHF 275 million bond 2022–2027 Payment date: 14 October 2022 Issue price: 100.00% 3.750 274.8 3.750 274.7 CHF 200 million bond 2025–2030 Payment date: 18 June 2025 Issue price: 100.012% 1.375 199.5 1.375 199.3 The interest expenses for the bonds amount to CHF 14.2 million in 2025/26 (2024/25: CHF 13.7 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 result of the income statement over the period of each bond. Credit rating S&P Global Rating rated dormakaba on 16 February 2026 with a BBB credit rating with a stable outlook. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 154
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3.2 Share capital and treasury shares Share capital On 28 October 2025, the company implemented a 1-for-10 share split, increasing the number of registered shares from 4,200,026 to 42,000,260. As of 30 June 2026, the share capital comprised 42,000,260 registered shares with a par value of CHF 0.01 each. The shares are listed on the SIX Swiss Exchange (DOKA/ISIN CH1486524122). Conditional capital as of 30 June 2026 amounted to CHF 42,438.40. The company has a capital range ranging from CHF 378,002.60 (lower limit) to CHF 462.002.60 (upper limit). The Board of Directors is authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until 5 October 2028, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 4,200,000 fully paid registered shares with a nominal value of CHF 0.01 each or by canceling up to 4,200,000 registered shares with a nominal value of CHF 0.01 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and reincrease of the share capital. No shares were issued out of authorized capital in the 2025/26 financial year. Treasury shares Treasury shares are recorded as a negative balance within equity and are disclosed in the consolidated statement of changes in equity. These registered shares are predominantly intended for share-based compensation. Further information about the long-term incentive stock award plans are disclosed in the note on personnel expenses (1.3) and within the Compensation Report. Financial year ended 30.06.2026 Financial year ended 30.06.2025 Equity and treasury shares Number of shares Transaction (Ø) price in CHF per share Treasury shares in CHF million Number of shares Transaction (Ø) price in CHF per share Treasury shares in CHF million Treasury shares at the end of the period 411,732 63.56 26.2 413,330 67.31 27.8 Purchases of treasury shares 149,292 53.47 8.0 385,000 67.18 25.9 Shares awarded (share-based compensation) –150,890 63.84 –9.6 –61,940 60.26 –3.8 Treasury shares at the beginning of the period 413,330 67.31 27.8 90,270 63.03 5.7 Number of shares Financial year ended 30.06.2026 Financial year ended 30.06.2025 Total shares allocated 150,890 61,940 Performance shares (LTIP) 127,247 43,860 Restricted shares (BoD Members) 23,643 18,080 Further information on the long-term incentive stock award plans is included in the Compensation Report. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 155
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3.3 Earnings per share and dividends Earnings per share Number of shares, except where indicated Financial year ended 30.06.2026 Financial year ended 30.06.2025 1 Net profit attributable to the owners of the parent in CHF million 97.0 97.9 For basic number of shares Number of shares outstanding at the end of the period 41,588,528 41,586,930 Own shares (acquired)/reissued 1,598 –323,060 Number of shares outstanding at the beginning of the period 41,586,930 41,909,990 Weighted average number of shares outstanding (basic) 41,664,014 41,832,140 Basic earnings per share in CHF 2.33 2.34 For diluted number of shares Weighted average number of shares outstanding (basic) 41,664,014 41,832,140 Eligible shares under stock award plans 478,064 423,810 Weighted average number of shares outstanding (diluted) 42,142,078 42,255,950 Diluted earnings per share in CHF 2.30 2.32 The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year values were adjusted accordingly. The earnings per share is calculated based on the profit attributable to the owners of the parent 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. 1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 156
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Dividends CHF million, except where indicated CHF per share 1 Financial year ended 30.06.2026 2,3 CHF per share 6 Financial year ended 30.06.2025 4 CHF per share 6 Financial year ended 30.06.2024 5 Dividend for the financial year 0.95 39.5 0.92 38.4 0.80 33.5 Net profit attributable to the owners of the parent 97.0 97.9 65.6 Dividend payout ratio in % 40.7 39.1 51.1 Proposal to the AGM; dividend will be paid from 26 October 2026. 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 2026 and will be recognized in subsequent consolidated financial statements. The BoD decided for FY 2025/26 not to adjust the net profit attributable to owners of the parent company when determining the dividend proposal (excluding goodwill amortization would lead to a dividend payout ratio of 36.8%). In line with the BoD’s decision to not adjust the net profit attributable to owners of the parent company when determining the dividend proposal (excluding goodwill amortization would lead to a dividend payout ratio of 34.4%). In line with the BoD’s decision to exclude the goodwill amortization impact when determining the dividend proposal, the net profit attributable to owners of the parent company was adjusted by CHF 23.4 million (CHF 44.5 million goodwill amortization impact less minorities of 47.5%). The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year values were adjusted accordingly. Dividends are distributed annually. The company' dividend policy is to maintain or increase the dividend per share each year, regardless of short-term fluctuations in earnings. The approach reflects the Groupʼs focus on delivering consistent shareholder returns while preserving the financial flexibility needed for long-term growth and value creation. For the 2025/26 financial year the Board is proposing a dividend of CHF 0.95 per share to the AGM on 20 October 2026. The dividend distribution is proposed in the form of distribution from statutory retained earnings of the parent entity, dormakaba Holding AG. After approval of this proposal by the AGM, the dividend distribution will be paid out as from 26 October 2026 according to the instructions received: CHF 0.95 (2024/25: CHF 0.92) gross per listed registered share at CHF 0.01 par value. 3.4 Financial risk management The tasks of the BoD include identifying risks, determining suitable measures, and implementing these measures or having them implemented. The BoD of dormakaba Holding AG conducted a regular Group-wide risk assessment in the year under review and determined the risks to be managed at particular management levels. The global economic environment remained broadly stable during the 2025/26 financial year, despite continued geopolitical and macroeconomic uncertainties. Trade tariffs, the conflicts in Ukraine and the Middle East, and concerns regarding inflation and investment activity remained key external factors influencing market conditions. In response, the Group Management has continued its comprehensive response strategy, ensuring that relevant reporting is provided to the EC and BoD. The measures are designed to safeguard employees, minimize disruptions to business operations and supply chains, and ensure that the focus remains on strong cash conversion and capital management. dormakaba has continued its robust financial management and forecasting practices to maintain entrepreneurial flexibility and financial stability. This includes daily monitoring of liquidity and financial debt status, encompassing financial covenants and undrawn credit facilities at Group level. Additionally, the solvency and credit spreads of all business banks are carefully evaluated, bank balances are managed within a risk budget, and excess cash is concentrated efficiently. Due to the further tightening of the sanction regime, dormakaba decided to discontinue its operational business activities in Russia. The Russian subsidiary stopped its trading and service activities and is converted into a representation office. The EC closely monitors the situation in the Middle East and has implemented measures to secure the employees and enhance supply chain resilience where required. This approach ensures that operating risks are effectively addressed, reported, and measures are adequately taken. 1 2 3 4 5 6 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 157
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Liquidity risk Liquidity risk arises due to the possibility that dormakaba Group might experience difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Liquidity risk is managed centrally by Group Treasury. Secured by solid free cash flow, the Group aims to balance funding continuity and flexibility, taking into consideration funding for the ongoing transformation and restructuring programs to ensure adequate liquidity for strategic initiatives. To avoid excessive refinancing in any single period, the Group maintains a diversified spread of maturities and ensures funding flexibility by securing a mix of uncommitted and committed credit lines with a range of counterparties and employing various financing instruments. Credit risk 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, and other financial instruments such as trade receivables, other current assets, and non-current financial assets. Cash and cash equivalents are mainly held in the form of current accounts, current fixed- term deposits or money market funds. Counterparty risks with financial institutions are monitored continuously and are 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. 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 the large number and wide geographical spread of customers. The extent of the credit risk is determined mainly by the individual characteristics of each customer. The assessment of this risk involves a review of the customer’s creditworthiness based on its financial situation and experience. The maturity analysis of trade receivables is disclosed in the note on trade receivables (2.1). Interest rate risk Interest rate risk is the risk that the Group’s financial situation is impacted by changes in interest rates. The Group is exposed to interest rate risk primarily through short-term borrowings and the future refinancing of maturing debt. Most long-term borrowings bear fixed interest rates until maturity, reducing the sensitivity of financing costs to short-term market fluctuations. Management strives for a well-balanced mix of long- and short-term interest rate exposure, taking into consideration the planned funding requirements and available free cash flow. Funding and related interest rate exposure are managed centrally by Group Treasury. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 158
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Foreign currency exposure Translation risk dormakaba Group does not actively manage the translation risk. In the 2025/26 financial year, the Group’s equity was positively impacted in the amount of CHF 1.0 million by foreign currency translation (2024/25: CHF 44.6 million negative impact). The key exchange rates based on net sales in foreign currencies are disclosed in the table below: Currency rates (CHF), net sales (CHF million) Net sales 30.06.2026 Exchange rate 30.06.2026 Average rate 2025/26 Net sales 30.06.2025 Exchange rate 30.06.2025 Average rate 2024/25 Total net sales 2,792.4 2,870.1 EUR 877.4 0.922 0.925 859.7 0.936 0.943 USD 732.2 0.807 0.793 763.4 0.800 0.867 CHF 231.9 1.000 1.000 220.1 1.000 1.000 AUD 193.9 0.556 0.538 197.7 0.522 0.562 CAD 162.6 0.568 0.574 187.0 0.584 0.622 GBP 91.7 1.071 1.065 107.5 1.096 1.122 INR 78.4 0.009 0.009 84.1 0.009 0.010 CNY 52.7 0.118 0.113 57.9 0.112 0.121 HKD 33.0 0.103 0.102 41.2 0.102 0.111 SEK 33.0 0.083 0.085 29.9 0.084 0.084 Net sales in other currencies 305.6 321.6 In the 2025/26 financial year, dormakaba Group’s sales growth was negatively impacted by foreign currency translations in the amount of CHF 141.7 million (2024/25: CHF 65.0 million negative impact) and its adjusted EBITDA negatively by CHF 24.8 million (2024/25: CHF 10.0 million negative impact). Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 159
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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 off- balance-sheet risk or a highly probable future business transaction. No uncovered short transactions are entered into. Intercompany invoicing is structured in a way that foreign exchange risks within the dormakaba Group are concentrated in the manufacturing units or logistic hubs. 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. dormakaba Group actively manages the transaction risk arising from third party and intercompany cross-currency exposures in foreign currencies. The following currency forward contracts for hedging purposes existed as at the balance sheet date: CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Contract value 357.2 377.7 Fair value – held-for-trading, net 1.1 4.0 Assets from fair value of forward contracts 1.1 4.0 Liabilities from fair value of forward contracts 0.0 0.0 In the 2025/26 financial year, the net foreign exchange loss amounted to CHF 2.8 million (2024/25: loss of CHF 6.9 million). Foreign currency effects arising from intercompany loans are hedged. Cash flows from intercompany hedging activities totaled CHF 2.0 million (2024/25: CHF 25.1 million) in the reporting year and are presented under cash flows from financing activities. The related interest costs of CHF 11.4 million (2024/25: CHF 14.0 million) are reported within net cash from operating activities. Accounting principles Derivative financial instruments for the purpose of hedging balance sheet items are recorded using the same valuation principles as applied to the underlying hedged positions. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 160
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Consolidated Financial StatementsOther financial information 4. Other financial information This section provides details on the various commitments and contingencies as well as information about associated companies, acquisitions, divestments and legal subsidiaries, including the Group companiesʼ shareholdings. 4.1 Commitments and contingencies Lease commitments Operating lease payments are charged to income (CHF 49.5 million in 2025/26 and CHF 40.4 million in 2024/25) on a straight-line basis over the lease term. The following table shows the future minimum lease payments resulting from non-cancelable operating leases: CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Future payment commitments for operating leases 176.5 175.9 Up to 1 year 51.5 39.2 2 to 5 years 86.7 93.9 Over 5 years 38.3 42.8 Operating lease commitments mainly refer to the lease of buildings used for operational purposes. 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 CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Current endorsement liabilities 0.0 2.0 Investments committed to purchase from third parties: Property, plant, and equipment 9.8 13.6 Intangible assets 0.7 0.1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 161
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4.2 Equity-accounted investments CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Investments in associates at the end of the period 0.3 0.3 Increase of investments in associates 0.0 0.4 Sale of investments in associates 0.0 0.0 Share of profit (loss) 0.0 –0.1 Investments in associates at the beginning of the period 0.3 0.0 Result from associates 0.0 –0.1 Share of profit (loss) 0.0 –0.1 Profit (loss) from sale of investments in associates 0.0 0.0 dormakaba Access Solutions (China) Ltd. signed an agreement on 3 April 2025 to form a joint venture with Guangdong Kinlong Precision Products Co., Ltd., a subsidiary of Guangdong Kinlong Hardware Products Co., Ltd. (“Kinlong”). Kinlong is the leading Chinese construction and architectural hardware company. Through this joint venture, dormakaba enhances its go-to-market in the strongly growing Chinese hospitality vertical. Accounting principles Investments in associates and joint ventures where dormakaba Group exercises significant influence but does not have 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 at cost 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. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 162
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4.3 Business combinations and divestments Business combinations 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 2025/26 financial year and 2024/25 in comparison. CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Total Total Total consideration 86.3 5.9 Cash paid 81.1 2.9 Deferred and contingent payment 4.0 2.9 Acquisition-related costs 1.2 0.1 Identifiable assets and liabilities 3.2 1.3 Cash and cash equivalents 5.3 0.3 Trade receivables 3.4 1.0 Inventories 1.5 0.3 Other current assets 0.9 –0.2 Property, plant, and equipment 0.5 0.7 Intangible assets 0.2 0.0 Trade payables –2.1 –0.2 Current income tax liabilities –0.6 –0.2 Accrued and other current liabilities –5.2 –0.4 Non-current borrowings –0.6 0.0 Accrued pension costs and benefits –0.1 0.0 Goodwill 1 83.1 4.6 Goodwill is capitalized or adjusted within intangible assets and disclosed in the note on property, plant, and equipment/intangible assets (2.3). In the 2025/26 financial year, dormakaba acquired businesses generating net sales of CHF 24.5 million between 1 July 2025 and 30 June 2026, of which CHF 8.8 million is included in dormkaba's consolidated accounts. On 1 July 2025, dormakaba acquired TANlock GmbH, a German provider of high-security access solutions for data centers and critical infrastructure, based in Georgensgmünd, Germany. This acquisition supports dormakaba's vertical market strategy in data centers and is expected to strengthen growth opportunities, particularly through leveraging the Group's global sales network. The transaction has contributed CHF 2.1 million to net sales in the current financial year. On 3 January 2026, dormakaba bought Avant-Garde Systems Inc., one of the largest independent US solution providers for entrance systems control products, based in Clarksville, Indiana (USA). This acquisition represents a core-in-the-core acquisition, strengthening dormakaba's North American go-to-market in access automation solutions. Avant-Garde Systems Inc. contributed CHF 4.2 million to net sales in the current financial year and generated net sales of CHF 5.2 million from 1 July 2025 until the acquisition date. On 18 May 2026, dormakaba closed the acquisition of Airsphere GmbH, an international software company specialized in passenger management systems for airports, based in Seefeld, Germany. Through this acquisition dormakaba is strengthening its market position in 1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 163
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the airport sector with a clear focus on North America and expanding its portfolio to include established software solutions for the automation of passenger and visitor processes. Airsphere GmbH contributed CHF 1.4 million to net sales in the current financial year and generated net sales of CHF 5.1 million from 1 July 2025 until the acquisition date. In the previous year, dormakaba acquired Montagebedrijf Van den Berg B.V. (“Van den Berg”), based in Bunschoten (NL), as per 1 January 2025. The acquisition strengthens dormakaba’s airport vertical in the Dutch market by adding project and service competencies. Business divestments CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Total Total Total consideration 1.3 2.4 Cash consideration 1.0 1.3 Deferred expenses/payment 0.4 2.6 Divestment-related costs –0.1 –1.5 Assets and liabilities divested 0.0 4.5 Cash and cash equivalents 0.0 0.6 Trade receivables –0.3 2.2 Inventories 0.0 2.5 Other current assets 0.0 0.7 Property, plant, and equipment 0.0 1.7 Deferred income tax assets 0.0 0.1 Trade payables 0.0 –1.6 Accrued and other current liabilities 0.3 –1.1 Non-current borrowings 0.0 –0.4 Deferred income tax liabilities 0.0 –0.2 Effects from divestments 1.3 –2.1 Amortization on goodwill 0.0 0.6 Result from sale of subsidiaries 1 1.3 –2.7 Included in other operating expenses. In the 2025/26 financial year, dormakaba continued to optimize their business portfolio, resulting in an overall divestment of discontinuation of business with net sales of CHF 23.7 million (prior year: CHF 35.8 million). The major portion relates to the conversion of the Russian operations into a representative office during the reporting period. The Group's Russian operations contributed CHF 22.6 million to net sales in 2025/26, compared to CHF 33.6 million in the prior year. The main items of prior year portfolio optimization include the divestment of its operations in Kuwait and South Africa, as well as the sale of the Entrance System Automatics (ESA) service business in the United Kingdom. 1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 164
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Consolidated Financial StatementsOther disclosures 5. Other disclosures 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 events occurring between the balance sheet date and the date at which the financial statements are approved by the BoD. 5.1 About this report Parent company of the Group The parent company of the Group is dormakaba Holding AG, a company limited by shares that is incorporated and domiciled in Rümlang (Switzerland). The address of its registered office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland. The company is listed on the SIX Swiss Exchange. Basis for preparation These consolidated financial statements were approved for issue by the BoD on 28 August 2026 and will be presented for approval by the AGM on 20 October 2026. The consolidated financial statements of dormakaba Group comply with Swiss law and have been 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 provisions of the Listing Rules of SIX and Swiss company law. The accounting policies have been applied consistently by all Group companies. In the year under review, the Swiss GAAP FER accounting principles remained unchanged and dormakaba Group complies with all the requirements. The Board of Directors of dormakaba Holding AG has decided that, as of 1 July 2026, the Group’s consolidated financial statements will be prepared in accordance with International Financial Reporting Standards (IFRS). The impact of the transition to IFRS has been assessed and the resulting effects are disclosed in the chapter change of accounting framework of this Annual Report. Financial statements for periods ending on or prior to 30 June 2026 have been prepared in accordance with Swiss GAAP FER. 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 of each 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. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation 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 are translated 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 the period. All resulting exchange differences are recognized in equity. Upon consolidation, exchange differences arising from the translation of the net investment in foreign companies Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 165
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and from borrowings and other currency instruments designated as hedges of such investments are recognized in equity. When a foreign operation is sold, exchange differences that were recorded in equity are recycled to the income statement as part of the gain or loss on the sale. Basis of consolidation The consolidated financial statements of dormakaba Group include the operations of dormakaba Holding AG and all direct and indirect controlled subsidiaries. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity 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 in equity and profit are disclosed separately. Subsidiaries are consolidated from the date when control 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 value of 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 eliminated upon 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 at cost 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 this results in a negative balance. Investments in which dormakaba Group does not have significant influence (i.e. dormakaba Group’s interest is usually less than 20%) are recorded at cost. Companies established or acquired or those in which the Group increases its interest and thereby 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 is applied similarly to investments in associates. The Group treats transactions with minority interests that do not result in a loss of control as transactions with the equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling interests and minority interests to reflect their relative interests in the subsidiary. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 166
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Use of estimates The preparation of financial statements in accordance with Swiss GAAP FER requires the use of estimates and assumptions, which have an effect on the reported value of assets and liabilities, 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 as well as actions that dormakaba Group may undertake in the future, the actual results may differ from the estimates. The most important accounting estimates are described in the box at the end of the note to which they relate as per the following table: Use of accounting estimates Note Deferred income taxes 1.6 Provisions 2.4 Testing goodwill and assets for impairment 2.3, 5.2 Accrued pension costs and benefits 2.5 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. 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 medium- term 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. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 167
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5.2 Alternative performance measures (APM) Some of the key figures used by dormakaba to measure financial performance are not defined 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) Earnings before interest, taxes, depreciation, and amortization (EBITDA) corresponds to the operating result (EBIT) before depreciation and amortization. By adjusting EBITDA and EBIT for items affecting comparability (IAC), transparency is further increased and the comparability of the Groupʼs operational performance on a period-to-period basis is improved. CHF million, percentages of net sales Financial year ended 30.06.2026 % Financial year ended 30.06.2025 % Adjusted EBITDA (Adjusted operating profit before depreciation and amortization) 449.0 16.1 445.0 15.5 Items affecting comparability (IAC) – EBITDA –53.3 –1.9 –44.7 –1.6 EBITDA (Operating profit before depreciation and amortization) 395.7 14.2 400.3 13.9 Adjusted EBIT (Adjusted operating profit) 368.2 13.2 366.1 12.8 Items affecting comparability (IAC) – EBIT –81.7 –2.9 –69.4 –2.5 EBIT (Operating profit) 286.5 10.3 296.7 10.3 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 these excluded items is summarized in the table below, and the reconciliation with EBIT defined by Swiss GAAP FER is disclosed in the note on the segment reporting (1.1). CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Items affecting comparability (IAC) – EBITDA 53.3 44.7 Reorganization and restructuring expenses 38.4 41.0 (Gain) Loss on divestment of businesses 6.8 3.0 Other exceptional items 8.1 0.7 Items affecting comparability (IAC) – EBIT 81.7 69.4 Depreciation and amortization 1 28.4 24.7 Items affecting comparability (IAC) – EBITDA 53.3 44.7 In 2025/26: CHF 28.0 million relates to amortization of goodwill (previous year: CHF 24.7 million) and is included in other operating expenses, disclosed in the note on other operating expenses (1.4). Reorganization and restructuring expenses relate to dormakabaʼs transformation under the Shape4Growth strategy with the three value drivers emphasizing elevate performance, reduce complexity, and innovate & grow. These initiatives include the consolidation of the global production footprint, supplier base optimization, and the expansion of shared service centers. The program also encompasses commercial transformation efforts aimed at enhancing commercial productivity by automating processes and simplifying customer 1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 168
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interactions. Further measures include streamlining the product portfolio, harmonizing ERP systems, and optimizing IT infrastructure to drive efficiency and innovation. The transformation programs were publicly announced on 3 July 2023 and 20 November 2024. Other exceptional items include significant revaluation gains or losses, property sales, and other material non-recurring items not inherent to the Group’s core performance. Amortization, primarily of goodwill, is treated as IAC to ensure comparability with historical EBIT and other financial statements without goodwill amortization. Capital expenditure Capital expenditure (Capex) consists of the additions in property, plant, and equipment and the additions of intangible assets excluding goodwill. CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Capital expenditure 127.7 110.3 Additions of property, plant, and equipment 78.4 74.5 Additions of intangible assets (excluding goodwill) 49.3 35.8 Free cash flow Free cash flow represents net cash from operating activities, adjusted for investments in property, plant, equipment, and intangible assets, as well as proceeds from their sales. Cash flows relating to acquisitions, divestments, and changes in non-current financial assets are excluded. CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Free cash flow 162.9 176.9 Additions of intangible assets –49.0 –35.7 Proceeds from sale of property, plant, and equipment 2.3 19.5 Additions of property, plant, and equipment –80.1 –71.4 Net cash from operating activities 289.7 264.5 Adjusted operating cash flow margin Adjusted operating cash flow margin is calculated as the ratio of net cash from operating activities (NCOA), adjusted for items affecting comparability (IAC) paid, to net sales. CHF million, percentages of net sales Financial year ended 30.06.2026 % Financial year ended 30.06.2025 % Adjusted operating cash flow 349.6 12.5 336.0 11.7 Items affecting comparability (IAC) paid 59.9 2.1 71.5 2.5 Net cash from operating activities 289.7 10.4 264.5 9.2 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 169
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Organic sales growth Organic growth in sales is calculated by adjusting the current year’s sales for acquisition impact and comparing them to the previous year’s sales, adjusted for currency translations and divestment impact. The relative changes resulting from translation exchange differences and impacts from divestment are calculated based on the total sales for the previous period. The relative changes 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 Financial year ended 30.06.2026 % Financial year ended 30.06.2025 % Net sales 2,792.4 2,870.1 Change in sales –77.7 –2.7 33.0 1.2 translation exchange difference –141.7 –4.9 –65.0 –2.3 acquisition impact 11.1 0.4 2.6 0.1 divestment impact –28.1 –1.0 –17.0 –0.6 organic sales growth 81.0 3.0 112.4 4.1 Return on capital employed (ROCE) and net working capital (NWC) Return on capital employed (ROCE) is used to assess the Group’s efficiency in generating operating profit from capital employed. Net working capital (NWC) is used to assess the segments’ efficiency in managing financial resources. Both measures complement the Group’s performance management framework. ROCE is calculated as adjusted EBIT for the rolling 12-month period divided by average capital employed (CE). Adjusted EBIT excludes 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 2026, 31 December 2025, and 30 June 2025). The same principles were applied for the previous year comparison. dormakaba defines net working capital as trade receivables plus inventories, minus the sum of trade payables, advances from customers, and deferred income. CHF million, except where indicated Financial year ended 30.06.2026 Financial year ended 30.06.2025 ROCE (Return on capital employed) 31.0% 30.6% Adjusted EBIT – rolling 12 months 368.2 366.1 Average Capital employed 1,188.0 1,198.3 Average property, plant, and equipment 401.0 399.0 Average intangible assets (excluding goodwill) 120.6 108.1 Average net working capital 666.4 691.2 Trade receivables 454.1 459.8 Inventories 480.1 502.1 Trade payables –182.7 –178.3 Advances from customers –48.1 –53.3 Deferred income –37.0 –39.1 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 170
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CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Net working capital 655.4 660.8 Trade receivables 2.1 486.5 462.2 Inventories 2.2 470.5 480.3 Trade payables –212.7 –187.5 Advances from customers –44.1 –52.6 Deferred income –44.8 –41.6 5.3 Events after the balance sheet date On 28 August 2026, dormakaba signed a sale and leaseback agreement of the Group’s headquarters office building in Rümlang, Switzerland. The transaction was approved by the Board of Directors of dormakaba Holding Ltd. and subsequently executed through a binding sale and purchase agreement and the commencement of the related lease arrangement, starting 1 September 2026. The principal economic terms of the transaction, including the selling price and the lease conditions for the continued use of the property by dormakaba, were agreed between the parties and implemented upon closing of the transaction. As the transaction occurred after the reporting date of 30 June 2026, no related accounting effects have been recognized in these consolidated financial statements. On 14 August 2026, dormakaba acquired the operating businesses of Azure Access Technology Inc. ("Azure Access"), a supplier of innovative, adaptable electronic access control hardware, and ADME Inc. ("Apollo Security"), a leader in the development and manufacturing of access control and integrated security systems. The acquisition of the assets of Azure Access and Apollo Security will accelerate the development of next- generation access control solutions and advance dormakaba's components strategy in the US. On 5 July 2026, dormakaba acquired the United Kingdom's leading distributer of movable- wall solutions, Style Group. The purchase of Style – which operates through four regional branches – strengthens a trusted partnership, as the company is already a distributor of dormakaba products. On 12 June 2026 dormakaba requested the increase option of CHF 200 million of its CHF 525 million syndicated credit facility. The request was overcommitted by the syndicate banks and the new committed credit facility amount of CHF 725 million has become effective 31 July 2026. Thus, dormakaba mitigates potential liquidity risks and assures the funding capacity regarding the accelerating acquisition activities. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 171
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5.4 Legal structure of the dormakaba Group As at 30 June 2026 Company Registered office Currency Share capital in 1,000 Ownership 30.06.2026 Group companies with shareholdings dormakaba Holding AG Rümlang/CH CHF 420.0 Publicly Listed Company dormakaba Holding GmbH + Co. KGaA Ennepetal/DE EUR 27,642.1 52.5% dormakaba Holding AG 47.5% Familie Mankel Industriebeteiligung GmbH + Co. KGaA dormakaba Beteiligungs-GmbH Ennepetal/DE EUR 1,000.0 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. KGaA ADUK Products Ltd. Nuneaton/GB GBP 0.1 100% dormakaba UK Holding Limited Advanced Diagnostics Ltd. Nuneaton/GB GBP 0.1 100% ADUK Products Ltd. AirSphere GmbH 1 Seefeld/DE EUR 25.0 100% dormakaba International Holding GmbH Alvarado Manufacturing Co. Inc. Chino/US USD 100.0 100% dormakaba U.S. Holding Ltd. any2any GmbH 3 Munich/DE EUR 38.6 100% dormakaba International Holding GmbH ATM-Türautomatik GmbH Gleisdorf/AT EUR 35.0 100% dormakaba Austria GmbH Avant-Garde Systems LLC 1 Clarksville/US USD 0.1 100% dormakaba U.S. Holding Ltd. Best Doors Australia Pty. Ltd. Hallam/AU AUD 5,565.7 100% dormakaba Holding Australia Pty. Ltd. Corporación Cerrajera Alba, S.A. de C.V. Edo. de México/MX MXN 202,059.4 100% dormakaba Canada Inc. Dörken + Mankel Verwaltungs- Gesellschaft mit beschränkter Haftung Ennepetal/DE EUR 30.0 100% dormakaba Holding GmbH + Co. KGaA DORMA Ghana Limited Accra/GH GHS 1,850.0 100% dormakaba International Holding GmbH DORMA HUEPPE Pty. Ltd. Moorebank/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 3,000.0 100% dormakaba Holding GmbH + Co. KGaA dormakaba Access Indonesia, PT Jakarta/ID IDR 2,555,199.5 90% dormakaba International Holding GmbH 10% dormakaba Deutschland GmbH dormakaba Access Solutions Limited Company for Trading Al Khobar/SA SAR 3,000.0 95% dormakaba International Holding GmbH 5% dormakaba Deutschland GmbH dormakaba Access Solutions LLC Doha/QA QAR 200.0 100% dormakaba International Holding GmbH dormakaba Access Solutions (China) Ltd. 3 Shanghai/CN USD 8,000.0 100% dormakaba International Holding GmbH dormakaba Australia Pty. Ltd. Hallam/AU AUD 0.0 100% dormakaba Holding Australia Pty. Ltd. dormakaba Austria GmbH Herzogenburg/AT EUR 1,460.0 100% dormakaba International Holding AG dormakaba Belgium N.V. Bruges/BE EUR 2,416.3 100% dormakaba International Holding AG dormakaba Brasil Soluções de Acesso Ltda. São Paulo/BR BRL 23,470.5 100% dormakaba International Holding AG dormakaba Bulgaria Ltd. 3 Sofia/BG EUR 1,051.2 100% dormakaba International Holding GmbH dormakaba business services Bulgaria Ltd. 3 Sofia/BG EUR 365.0 100% dormakaba International Holding GmbH Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 172
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dormakaba 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 GmbH dormakaba China Ltd. Suzhou/CN USD 12,500.0 100% dormakaba International Holding GmbH dormakaba (China) Technologies Ltd. Shenzhen/CN CNY 69,500.0 100% dormakaba Hong Kong Limited dormakaba Danmark A/S Albertslund/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 GmbH dormakaba 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 GmbH dormakaba 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 9,524.9 100% dormakaba International Holding GmbH dormakaba Holding Australia Pty. Ltd. Hallam/AU AUD 11,600.0 100% 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 GmbH dormakaba Immobilien GmbH Villingen- Schwenningen/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 GmbH dormakaba International Holding GmbH Ennepetal/DE EUR 110.0 100% dormakaba Holding GmbH + Co. KGaA dormakaba Ireland Limited Dublin/IE EUR 100.0 100% dormakaba International Holding GmbH dormakaba 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 3,750.0 99% dormakaba International Holding GmbH 1% dormakaba Deutschland GmbH dormakaba Kenya Limited Nairobi/KE KES 40,000.0 99% dormakaba International Holding GmbH 1% dormakaba Deutschland GmbH dormakaba Korea Inc. Seoul/KR KRW 150,000.0 100% dormakaba International Holding GmbH 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 MAD 2,000.0 100% dormakaba International Holding GmbH dormakaba México, S. de R.L. de C.V. Mexico City/MX MXN 3.0 97% dormakaba International Holding GmbH 3% dormakaba Deutschland GmbH dormakaba Middle East (LLC) Dubai/AE AED 7,700.0 49% dormakaba International Holding GmbH 51% dormakaba Middle East SPV Ltd. dormakaba Middle East SPV Limited Abu Dhabi/AE AED N/A 100% dormakaba International Holding AG dormakaba Nederland B.V. Dodewaard/NL EUR 11.7 100% dormakaba International Holding GmbH dormakaba New Zealand Limited Auckland/NZ NZD 384.0 100% dormakaba Nederland B.V. dormakaba Norge A/S Drammen/NO NOK 1,812.5 100% dormakaba International Holding AG dormakaba Philippines Inc. Makati City/PH PHP 18,000.0 100% dormakaba International Holding GmbH dormakaba Polska sp.z.o.o. Konstancin-Jeziorna/ PL PLN 10,000.0 100% dormakaba International Holding AG dormakaba Portugal, Unipessoal Lda. Lisbon/PT EUR 50.0 100% dormakaba International Holding GmbH dormakaba Production GmbH + Co. Kommanditgesellschaft Ennepetal/DE, Singapore/SGP EUR 2,560.0 100% dormakaba Deutschland GmbH dormakaba Production GmbH Ennepetal/DE EUR 50.0 100% dormakaba Deutschland GmbH dormakaba Production Malaysia SDN. BHD. Melaka/MY MYR 5,000.0 100% dormakaba International Holding GmbH dormakaba Regional Headquarter Company Ltd. Riyadh/SA SAR 10.0 100% dormakaba International Holding GmbH Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 173
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dormakaba Romania S.R.L. 3 Bucharest/RO RON 2,500.0 100% dormakaba International Holding GmbH dormakaba SAL GmbH Velbert/DE EUR 255.7 100% dormakaba Deutschland GmbH dormakaba Schweiz AG Wetzikon/CH CHF 6,800.0 100% 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 13,300.0 100% dormakaba Production GmbH + Co. KG dormakaba Slovensko s.r.o Bratislava/SK EUR 6.6 100% dormakaba International Holding GmbH dormakaba Suomi Oy Helsinki/FI EUR 67.3 100% dormakaba International Holding GmbH dormakaba Sverige AB Askim/SE SEK 500.0 100% dormakaba Nederland B.V. dormakaba (Thailand) Ltd. Bangkok/TH THB 13,490.0 100% dormakaba International Holding GmbH dormakaba UK Holding Limited Tiverton/GB GBP 173.0 100% dormakaba International Holding GmbH dormakaba UK Limited Tiverton/GB GBP 250.0 100% dormakaba International Holding GmbH dormakaba Ukraine LLC Kiev/UA EUR 250.0 99% dormakaba International Holding GmbH 1% dormakaba Deutschland GmbH dormakaba Uruguay S.A Montevideo/UY UYU 10.8 100% dormakaba International Holding GmbH dormakaba U.S. Holding Ltd. Wilmington/US USD 470,000.0 60% dormakaba Schweiz AG 17% dormakaba Nederland B.V. 23% 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. 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 12,600.7 100% 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. Fermetures GROOM S.A.S. Javené/FR EUR 1,500.0 100% dormakaba France S.A.S. Forponto Informática S.A. 2 São Paulo/BR Task Sistemas de Computação S.A. Gliderol International Pty. Ltd. Hallam/AU AUD 5.0 100% Reliance Doors Pty. Ltd. Grupo Klaus S.A.C. Lima/PE PEN 14,498.1 100% dormakaba International Holding AG H. Cillekens & ZN BV 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 6,300.0 100% 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. 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. Montagebedrijf Van den Berg B.V. Bunschoten- Spakenburg/NL EUR 18.0 100% dormakaba Nederland B.V. MultiGlazingSystems Limited Tiverton/GB GBP 0.3 100% dormakaba UK Limited 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 Tiverton/GB GBP 6,270.0 100% 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. Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 174
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Silca S.p.A. 3 Vittorio Veneto/IT EUR 10,000.0 100% dormakaba Holding GmbH + Co. KGaA 0% dormakaba Schweiz AG Silca South America S.A. Tocancipa/CO COP 4,973,013.8 66% dormakaba International Holding AG 33% dormakaba Schweiz AG Skyfold Inc. Quebec/CA CAD 113,994.5 100% 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 INR 100.0 100% dormakaba India Private Limited TANlock GmbH 1 Georgensmünd/DE EUR 50.0 100% dormakaba Holding GmbH + Co. KGaA Task Sistemas de Computação S.A. Rio de Janeiro/BR BRL 26,438.7 100% dormakaba International Holding AG TLHM Co. Ltd. Taiwan/TWN TWD 270,000.0 100% dormakaba International Holding AG 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 Changes in scope of consolidation from acquisitions and foundations (comparison to previous year) Changes in scope of consolidation from divestments, liquidations, internal mergers or status change to dormant (comparison to previous year) Changes in equity and/or ownership (comparison to previous year): any2any GmbH increased its ownership from 48% to 100% / dormakaba Access Solutions (China) Ltd. increased its share capital from USD 3,000,000 to USD 8,000,000 / dormakaba Bulgaria Ltd. changed its share capital from BGN 2,056,000 to EUR 1,051,200 / dormakaba business services Bulgaria Ltd. increased its share capital from BGN 200,000 to EUR 365,000 / dormakaba Romania S.R.L. decreased its share capital from RON 4,705,800 to RON 2,500,000 / Silca S.p.A. changed ownership with dormakaba Holding GmbH + Co. KGaA from 97% to 100% and with dormakaba Schweiz AG from 3% to 0% 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/CH1486524122). As at 30 June 2026, the company’s market capitalization was CHF 2,170.9 million. This disclosure meets the requirements of the GRI standards (Disclosure 102-45). 1 2 3 Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Consolidated Financial Statements 175
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Report of the statutory auditor Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Report of the statutory auditor 176
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Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Report of the statutory auditor 177
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Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Report of the statutory auditor 178
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Primary statementsPerformanceOperating assets and liabilitiesCapital and financial risk management Other financial informationOther disclosuresReport of the statutory auditorChange of accounting framework dormakaba Report of the statutory auditor 179
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Change of accounting framework Change of accounting framework The Board of Directors of dormakaba Holding Ltd. has decided that the Group’s consolidated financial statements for the year ending 30 June 2027 will be prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). The date of transition to IFRS is effective 1 July 2025, being the beginning of the earliest period for which full IFRS comparative information is presented. Up to and including the financial year ended 30 June 2026, the consolidated financial statements have been prepared in accordance with Swiss GAAP FER. This note explains the principal adjustments and the exemptions the Group expects to make, and apply respectively, in restating its Swiss GAAP FER financial statements, including the statement of financial position as at 1 July 2025 and the financial statements as of, and for, the year ended 30 June 2026. The financial information in this chapter has been restated based on IFRS Accounting Standards effective at the report release date, including the early adoption of IFRS 18 Presentation and Disclosure in Financial Statements. The Group’s first audited set of consolidated financial statements under IFRS Accounting Standards will be published for the year ending 30 June 2027 and will reflect the standards applicable at that date. Accordingly, the information presented below is preliminary, unaudited, and may be subject to change. Significant accounting judgments, estimates and assumptions The estimates made under IFRS Accounting Standards at the transition date and at 30 June 2026 are consistent with Swiss GAAP FER estimates on the same dates, except for adjustments reflecting differences in accounting policies. There are described in more detail in the note about this report (5.1) of the consolidated financial statements in this Annual Report. Net sales Revenue recognition is generally consistent with Swiss GAAP FER. Expected cash discounts are recognized as a reduction of revenue when the related revenue is recognized, rather than when the cash is received. Freight costs previously presented for customer deliveries, where dormakaba acts as principal, are reclassified to cost of goods sold. Leases The Group applied a retrospective approach to measure lease liabilities and right-of-use assets at the date of transition to IFRS, based on the present value of the remaining lease payments discounted using the lessee’s incremental borrowing rate at that date. The Group applied the use of hindsight for determining lease terms as a practical expedient. Right-of-use assets were assessed for impairment in accordance with IAS 36 at the date of transition to IFRS. No impairment was recognized on right-of-use assets as a result of these assessments. Taxes The transition to IFRS Accounting Standards resulted in deferred tax effects arising from temporary differences between the IFRS carrying amounts of assets and liabilities and their respective tax bases. The most significant deferred tax impacts relate to lease accounting dormakaba Change of accounting framework 180
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adjustments, employee benefit obligations, financial instruments measured at fair value and fair value adjustments recognized in connection with business combination accounting. These deferred tax effects are recognized consistently with the underlying IFRS transition adjustments, either in retained earnings or in a separate component of equity. Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based on the likely timing and level of future taxable profits, together with future tax planning strategies. Following the transition, deferred tax effects are recognized in profit or loss, other comprehensive income, or directly in equity, as appropriate. Intangible assets The transition to IFRS Accounting Standards resulted in restatement effects for intangible assets. The Group assessed the restated carrying amounts for impairment both at the date of transition to IFRS and at the effective date of IFRS application. No impairment was recognized as a result of these assessments. Certain software development costs and the related accumulated amortization were derecognized at the transition date, as they did not meet the IFRS recognition criteria. Investments made during the financial year 2025/26 were recognized in the income statement, while the related amortization previously recognized under Swiss GAAP FER was reversed from the income statement. Business combinations For business combinations that occurred prior to the date of transition to IFRS Accounting Standards, the Group elected to apply the IFRS 1 exemption and did not restate the acquisition accounting previously reported under Swiss GAAP FER. From the transition date, goodwill is no longer amortized but is subject to annual impairment testing. In accordance with IFRS 1, the Group has tested goodwill for impairment at the date of transition to IFRS. There was no impairment recognized on goodwill at 1 July 2025. In addition, acquisitions completed after the date of transition have been accounted for in accordance with IFRS 3. As a result, identifiable intangible assets were recognized separately, including brands, customer relationships and intellectual property. Goodwill arising from business combinations involving foreign operations is treated as an asset of the respective foreign operation in accordance with IAS 21. It is denominated in the functional currency of the acquired foreign operation and translated into the Group’s presentation currency at the closing rate. The resulting exchange differences are recognized in other comprehensive income and accumulated in the foreign currency translation reserve. As the Group applied the IFRS 1 exemption to reset cumulative translation differences to zero at the transition date, only translation differences arising after the transition date, including those relating to goodwill, will be included in the gain or loss on any subsequent disposal of a foreign operation. Financial instruments Equity investments over which the Group does not have significant influence were designated as fair value through other comprehensive income (FVOCI) at the transition date, whereas under Swiss GAAP FER they were generally carried at cost less impairment. Subsequent fair value changes are recognized in other comprehensive income and are not recycled to profit or loss upon disposal. dormakaba Change of accounting framework 181
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The application of the expected credit loss model resulted in an adjustment at the transition date. Subsequent changes in expected credit losses during the financial year 2025/26 were recognized in the income statement. The Group’s commodity hedging activities relate to contracts for metals and other raw materials that qualify for the IFRS 9 own-use exception. Employee benefit liabilities Under IFRS Accounting Standards, defined benefit pension obligations are measured using the projected unit credit method, with remeasurements recognized in other comprehensive income. Under Swiss GAAP FER, pension accounting is based on economic benefits or obligations recognized through profit or loss. Upon transition to IFRS Accounting Standards, the Group reassessed all pension benefit plans in accordance with IAS 19 and IFRIC 14. Restatement effects arising from the application of the asset ceiling requirements and consistent application of the projected unit credit method were recognized directly in retained earnings at the transition date. The application of IFRS compared with Swiss GAAP FER had an impact on the income statement for the financial year 2025/26 and is disclosed in the reconciliation of primary financial statements. Foreign currency translation The Group has applied the exemption to reset cumulative translation differences to zero as at 1 July 2025. On subsequent disposal of any foreign operation, the gain or loss on disposal will include only translation differences arising after the date of transition. Other comprehensive income Swiss GAAP FER does not provide for a separate presentation of other comprehensive income comparable to IFRS Accounting Standards. Upon transition to IFRS Accounting Standards, items such as remeasurements of defined benefit plans, fair value changes of equity instruments designated at fair value through other comprehensive income, and foreign currency translation differences are recognized in other comprehensive income and presented as part of total comprehensive income. dormakaba Change of accounting framework 182
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Equity and comprehensive income reconciliation A reconciliation of the Group total equity previously published under Swiss GAAP FER to the total equity under IFRS Accounting Standards is presented as follows: CHF million Financial year ended 30.06.2026 Opening balance 01.07.2025 Total equity - Swiss GAAP FER 524.1 401.3 Goodwill 17.5 Leasing –5.0 –4.8 Net defined employee benefits 123.1 87.1 Capitalized software development costs –43.7 –24.2 Other changes 4.7 –6.3 Income taxes effects –8.3 –5.5 Total equity - IFRS Accounting Standards 612.4 447.6 A reconciliation of the Group's net income previously reported under Swiss GAAP FER to comprehensive income under IFRS Accounting Standards for the year ended 30 June 2026 is presented in the following table and explained further in the sections "Net income" and "Other comprehensive income": Financial year ended 30.06.2026 CHF million Net income Other comprehensive income Total comprehensive income Swiss GAAP FER 185.2 Goodwill 26.9 26.9 Leasing –0.1 –0.1 Net defined employee benefits –6.0 40.9 34.9 Capitalized software development costs –20.9 –20.9 Other changes –2.0 1.7 –0.3 Income tax effects 10.8 –9.5 1.3 IFRS Accounting Standards 193.9 33.1 227.0 dormakaba Change of accounting framework 183
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Reconciliation of primary financial statements The reconciliation tables below provide an overview of the adjustments required upon the transition from Swiss GAAP FER to IFRS Accounting Standards. These adjustments comprise both recognition and measurement differences between the two accounting frameworks as well as presentation changes resulting from the early adoption of IFRS 18. The reconciliation distinguishes between adjustments arising from the adoption of IFRS and presentation changes required by IFRS 18. The following reconciliation tables present: ● the amounts previously reported under Swiss GAAP FER; ● the remeasurements required to restate in accordance with IFRS Accounting Standards; ● the resulting balances under IFRS Accounting Standards; ● and the presentation adjustments arising from the early adoption of IFRS 18; ● resulting in the final presentation under IFRS Accounting Standards after early adoption of IFRS 18. Consolidated income statement Financial year ended 30 June 2026 CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Net sales 2,792.4 34.5 2,826.9 2,826.9 Net sales Cost of goods sold –1,636.9 –42.7 –1,679.6 –1,679.6 Cost of goods sold Gross margin 1,155.5 –8.2 1,147.3 1,147.3 Gross margin Sales and marketing –527.1 –8.8 –535.9 –535.9 Sales and marketing General administration –205.1 –5.2 –210.3 –210.3 General administration Research and development –113.7 –2.8 –116.5 –116.5 Research and development Other operating income 13.2 13.2 –0.9 12.3 Other operating income Other operating expenses –36.3 28.0 –8.3 –1.9 –10.2 Other operating expenses –2.8 –2.8 Foreign exchange differences Operating profit (EBIT) 286.5 3.0 289.5 –5.6 283.9 Operating profit 1.9 1.9 Investment income –3.7 285.8 Profit before financing and income tax Financial expenses –39.3 –5.1 –44.4 5.4 –39.0 Financial expenses Financial income 2.2 2.2 –1.7 0.5 Financial income Profit before taxes 249.4 –2.1 247.3 247.3 Profit before taxes Income taxes –64.2 10.8 –53.4 –53.4 Income taxes Net profit 185.2 8.7 193.9 193.9 Profit for the year Attributable to: Net profit attributable to the owners of the parent 97.0 101.6 101.6 Equity holders of the parent Net profit attributable to minority interests 88.2 92.3 92.3 Non-controlling interests dormakaba Change of accounting framework 184
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Consolidated balance sheet as at 30 June 2026 Assets CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Current assets Current assets Cash and cash equivalents 149.1 149.1 149.1 Cash and cash equivalents Trade receivables 486.5 –32.3 454.2 454.2 Trade receivables 31.7 31.7 31.7 Contract assets Inventories 470.5 –4.6 465.9 465.9 Inventories Current income tax assets 21.1 21.1 21.1 Current income tax assets Other current assets 80.2 80.2 80.2 Other current assets Total current assets 1,207.4 –5.2 1,202.2 1,202.2 Total current assets Non-current assets Non-current assets Property, plant, and equipment 414.3 414.3 414.3 Property, plant, and equipment Intangible assets 222.5 –17.6 204.9 –107.0 97.9 Intangible assets (other than goodwill) 107.0 107.0 Goodwill 115.9 115.9 115.9 Right-of-use assets Investments in associates 0.3 0.3 0.3 Investments in associates 98.4 98.4 98.4 Employee benefits Non-current financial assets 44.1 –10.7 33.4 33.4 Non-current financial assets Deferred income tax assets 103.7 2.8 106.5 106.5 Deferred tax assets Total non-current assets 784.9 188.8 973.7 973.7 Total non-current assets Total assets 1,992.3 183.6 2,175.9 2,175.9 Total assets dormakaba Change of accounting framework 185
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Liabilities and equity CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Current liabilities Current liabilities Current borrowings 23.5 23.5 23.5 Current financial liabilities Trade payables 212.7 212.7 212.7 Trade payables 3.2 3.2 3.2 Contract liabilities Current income tax liabilities 37.3 6.8 44.1 44.1 Current income tax liabilities Accrued and other current liabilities 395.2 30.4 425.6 425.6 Accrued and other current liabilities Current provisions 45.4 –1.1 44.3 44.3 Current provisions Total current liabilities 714.1 39.3 753.4 753.4 Total current liabilities Non-current liabilities Non-current liabilities Accrued pension and other employee benefits 240.3 –37.2 203.1 203.1 Employee benefits Deferred income tax liabilities 23.8 4.3 28.1 28.1 Deferred tax liabilities Non-current provisions 6.3 6.3 6.3 Non-current provisions Non-current liabilities 483.7 88.9 572.6 –93.9 478.7 Non-current financial liabilities 93.9 93.9 Non-current liabilities Total non-current liabilities 754.1 56.0 810.1 810.1 Total non-current liabilities Total liabilities 1,468.2 95.3 1,563.5 1,563.5 Total liabilities Equity Equity Share capital 0.4 0.4 0.4 Share capital Additional paid-in capital 811.3 811.3 811.3 Additional paid-in capital Retained earnings –356.3 –36.4 –392.7 –392.7 Retained earnings Treasury shares –26.2 –26.2 –26.2 Treasury shares Translation exchange differences –89.0 91.1 2.1 2.1 Translation exchange differences Total equity owners of the parent 340.2 54.7 394.9 394.9 Total equity holders of the parent Minority interests 183.9 33.6 217.5 217.5 Non-controlling interests Total equity 524.1 88.3 612.4 612.4 Total equity Total liabilities and equity 1,992.3 183.6 2,175.9 2,175.9 Total liabilities and equity dormakaba Change of accounting framework 186
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Consolidated balance sheet Opening balance as at 1 July 2025 Assets CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Current assets Current assets Cash and cash equivalents 445.1 445.1 445.1 Cash and cash equivalents Trade receivables 462.2 –26.5 435.7 435.7 Trade receivables 25.8 25.8 25.8 Contract assets Inventories 480.3 –5.4 474.9 474.9 Inventories Current income tax assets 21.2 - 21.2 21.2 Current income tax assets Other current assets 71.1 71.1 71.1 Other current assets Total current assets 1,479.9 –6.1 1,473.8 1,473.8 Total current assets Non-current assets Non-current assets Property, plant, and equipment 392.5 392.5 392.5 Property, plant, and equipment Intangible assets 145.2 –24.2 121.0 –33.8 87.2 Intangible assets (other than goodwill) 33.8 33.8 Goodwill 100.9 100.9 100.9 Right-of-use assets Investments in associates 0.3 0.3 0.3 Investments in associates 67.7 67.7 67.7 Employee benefits Non-current financial assets 37.7 –12.3 25.4 25.4 Non-current financial assets Deferred income tax assets 118.9 –2.2 116.7 116.7 Deferred income tax assets Total non-current assets 694.6 129.9 824.5 824.5 Total non-current assets Total assets 2,174.5 123.8 2,298.3 2,298.3 Total assets dormakaba Change of accounting framework 187
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Liabilities and equity CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Current liabilities Current liabilities Current borrowings 322.9 322.9 322.9 Current financial liabilities Trade payables 187.5 187.5 187.5 Trade payables 3.2 3.2 3.2 Contract liabilities Current income tax liabilities 34.0 6.8 40.8 40.8 Current income tax liabilities Accrued and other current liabilities 406.1 28.7 434.8 434.8 Accrued and other current liabilities Current provisions 61.1 –1.1 60.0 60.0 Current provisions Total current liabilities 1,011.6 37.6 1,049.2 1,049.2 Total current liabilities Non-current liabilities Non-current liabilities Accrued pension and other employee benefits 246.3 –31.8 214.5 214.5 Employee benefits Deferred income tax liabilities 21.7 –3.4 18.3 18.3 Deferred tax liabilities Non-current provisions 13.2 13.2 13.2 Non-current provisions Non-current liabilities 480.4 75.1 555.5 –108.7 446.8 Non-current financial liabilities 108.7 108.7 Non-current liabilities Total non-current liabilities 761.6 39.9 801.5 801.5 Total non-current liabilities Total liabilities 1,773.2 77.5 1,850.7 1,850.7 Total liabilities Equity Equity Share capital 0.4 0.4 0.4 Share capital Additional paid-in capital 811.3 811.3 811.3 Additional paid-in capital Retained earnings –415.8 –66.8 –482.6 –482.6 Retained earnings Treasury shares –27.8 –27.8 –27.8 Treasury shares Translation exchange differences –91.1 91.1 Translation exchange differences Total equity owners of the parent 277.0 24.3 301.3 301.3 Total equity holders of the parent Minority interests 124.3 22.0 146.3 146.3 Non-controlling interests Total equity 401.3 46.3 447.6 447.6 Total equity Total liabilities and equity 2,174.5 123.8 2,298.3 2,298.3 Total liabilities and equity dormakaba Change of accounting framework 188
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Consolidated cash flow statement Financial year ended 30 June 2026 CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Net profit for the reporting period 185.2 8.7 193.9 193.9 Net profit for the reporting period Income taxes 64.2 –10.8 53.4 53.4 Income taxes Financial income –2.2 –2.2 1.7 –0.5 Financial income Financial expenses 39.3 5.1 44.4 –5.4 39.0 Financial expenses –1.9 –1.9 Investment income EBIT 286.5 3.0 289.5 –5.6 283.9 Operating profit Depreciation and amortization 109.2 –1.3 107.9 107.9 Depreciation and amortization Interest income 0.2 0.2 –0.2 Interest expenses –6.9 –6.9 6.9 (Gain) loss on disposal of fixed assets, net –0.4 –0.4 –0.4 (Gain) loss on disposal of property, plant and equipment, net Adjustment for other non-cash and non-operational items 9.4 2.2 11.6 –3.2 8.4 Adjustment for other non-cash and non-operational items Change in trade receivables –22.9 0.1 –22.8 –22.8 Change in trade receivable and contract assets Change in inventories 10.2 –0.8 9.4 9.4 Change in inventories Change in other current assets –6.9 –6.9 –6.9 Change in other current assets Change in trade payables 23.4 23.4 23.4 Change in trade payables and contract liabilities Change in accrued pension cost –7.9 5.9 –2.0 –2.0 Change in accrued pension cost Change in provision, accrued and other current liabilities –34.0 0.2 –33.8 –33.8 Change in provision, accrued and other current liabilities 0.9 0.9 Rental income received on investment property Cash generated from operations 359.9 Income taxes paid –43.8 –43.8 –43.8 Income taxes paid Interest paid –28.3 –28.3 28.3 Interest received 1.9 1.9 –1.9 Net cash from operating activities 289.7 9.3 299.0 25.2 324.2 Net cash from operating activities Cash flows from investing activities: Cash flows from investing activities: Purchase of property, plant, and equipment –80.1 –80.1 –80.1 Purchase of property, plant, and equipment Proceeds from sale of property, plant, and equipment 2.3 2.3 2.3 Proceeds from sale of property, plant, and equipment Purchases of other intangible assets –49.0 29.3 –19.7 –19.7 Purchases of other intangible assets Change in other non-current financial assets –10.4 –10.4 –10.4 Purchase of financial instruments Acquisition of subsidiaries, net of cash acquired –77.0 1.1 –75.9 –75.9 Acquisition of subsidiaries, net of cash acquired Sale of subsidiaries, net of cash sold 0.9 0.9 0.9 Sale of subsidiaries, net of cash disposed 1.9 1.9 Interest received Net cash used in investing activities –213.3 30.4 –182.9 1.9 –181.0 Net cash used in investing activities dormakaba Change of accounting framework 189
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CHF million, except share amounts Swiss GAAP FER IFRS Remeasure- ments IFRS effective as per 30 June 2026 IFRS 18 Presentation adjustments IFRS after early adoption of IFRS 18 Cash flows from financing activities: Cash flows from financing activities: Repayment of bond –320.0 –320.0 –320.0 Repayment of bond Other proceeds from (repayment of) current borrowings, net 23.8 23.8 23.8 Other proceeds from (repayment of) current borrowings, net Proceeds from (repayment of) current borrowings, net –3.0 –3.0 –3.0 Proceeds from (repayment of) current borrowings, net Change in other non-current liabilities 0.3 0.3 0.3 Change in other non-current liabilities –4.4 –4.4 –27.1 –31.5 Interest paid –35.3 –35.3 –35.3 Repayment of principal amount of leases Dividends paid to company’s shareholders –38.4 –38.4 –38.4 Dividends paid to equity holders of parent Dividends paid to minority shareholders –28.5 –28.5 –28.5 Dividends paid to non-controlling interests Purchase of treasury stock –8.0 –8.0 –8.0 Purchase of treasury stock Net cash flows from financing activities –373.8 –39.7 –413.5 –27.1 –440.6 Net cash flows from financing activities Translation exchange differences 1.4 1.4 1.4 Translation differences on cash and cash equivalents Net increase (decrease) in cash and cash equivalents –296.0 –296.0 –296.0 Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period 445.1 445.1 445.1 Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 149.1 149.1 149.1 Cash and cash equivalents at end of period Net increase (decrease) in cash and cash equivalents –296.0 –296.0 –296.0 Net increase (decrease) in cash and cash equivalents dormakaba Change of accounting framework 190
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Financial Statements dormakaba Holding AG dormakaba Annual Report 2025/26 Financial Statements dormakaba Holding AG
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Balance sheet Assets CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Current assets Cash and cash equivalents 0.2 0.1 Other current assets: third parties 0.1 0.4 Total current assets 0.3 0.5 Non-current assets Investments 2.1 704.9 704.9 Loans to Group companies 2.2 167.9 171.1 Total non-current assets 872.8 876.0 Total assets 873.1 876.5 Liabilities and equity CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Current liabilities Other current liabilities: third parties 0.8 0.8 Other current liabilities: Group companies 0.2 0.0 Accruals 0.3 0.1 Total current liabilities 1.3 0.9 Long-term provisions 2.3 11.2 11.2 Equity Share capital 2.4 0.4 0.4 Legal reserves 261.0 261.0 Reserves for treasury shares 2.6 26.2 27.8 Statutory retained earnings - available earnings carried forward 538.4 539.9 Net profit for the year 34.6 35.3 Total equity 860.6 864.4 Total liabilities and equity 873.1 876.5 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG192
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Income statement CHF million Note Financial year ended 30.06.2026 Financial year ended 30.06.2025 Operating revenues Dividend income from investments 3.1 34.5 36.5 Interest from loans to Group companies 7.0 5.9 Other financial income 0.1 –0.1 Total operating revenues 41.6 42.3 Operating expenses Financial expenses 3.2 –3.0 –3.3 Cost of services provided by Group companies –0.4 –0.1 Personnel expenses –2.7 –2.6 Other operating expenses 3.3 –0.7 –0.9 Direct taxes 3.4 –0.2 –0.1 Total operating expenses –7.0 –7.0 Net profit for the period 34.6 35.3 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG193
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Notes to the financial statements 1. Principles 1.1 General 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. In accordance with the provisions of the Swiss accounting law (article 961d para. 1 CO), the company does not provide a management report, a cash flow statement, or additional information in the notes and refers instead to the consolidated financial statements of dormakaba Holding AG for the relevant information. 1.2 Loans to Group companies and other financial assets Loans granted to Group companies and other financial investments in foreign currencies are valued at the market rate on the balance sheet date. The valuation is at nominal value, taking into consideration any impairment required. 1.3 Investments Investments are valued in accordance with the principle of individual valuation. General value adjustments can be applied. 1.4 Dividend income Dividend income is recorded when payment is received. 2. Information on balance sheet items 2.1 Investments Share capital in 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 compared to the prior year. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG194
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2.2 Loans to Group companies Counterparty Currency Interest rate Financial year ended 30.06.2026 Interest rate Financial year ended 30.06.2025 dormakaba International Holding AG, Rümlang/CH CHF 2.40% 167.9 1.50% 171.1 Total loans to Group companies 167.9 171.1 2.3 Long-term provisions These provisions relate to general risks. 2.4 Share capital As at 30 June 2026, the share capital amounted to CHF 420,002.60 divided into 42,000,260, registered shares at a par value of CHF 0.01. Conditional capital as at 30 June 2026 amounted to CHF 42,438.40. The company has a capital range ranging from CHF 378,002.60 (lower limit) to CHF 462,002.60 (upper limit). The Board of Directors is authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until October 5, 2028, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 4,200,000 fully paid registered shares with a nominal value of CHF 0.01 each or by canceling up to 4,200,000 registered shares with a nominal value of CHF 0.01 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and reincrease of the share capital. No shares were issued out of authorized capital in the 2025/26 financial year. On 28 October 2025, the company implemented a 1-for-10 share split, increasing the number of registered shares from 4,200,026 to 42,000,260. The share split did not affect the total amount of share capital. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG195
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2.5 Principal shareholders As at 30.06.2026 No. of shares at CHF 0.01 par value % As at 30.06.2025 No. of shares at CHF 0.01 par value % Pool Shareholders 1 11,624,130 27.7 11,624,230 27.7 Group’s treasury shares 411,732 1.0 413,330 1.0 Public shareholders SEO Management AG 2,241,152 5.3 3,391,090 8.1 UBS Fund Management (Switzerland) AG 2,107,310 5.0 2,107,310 5.0 Other public shareholders 25,490,264 60.7 24,352,960 58.0 Total public shareholders 29,838,726 71.0 29,851,360 71.1 BoD and EC members 2 BoD members 2,325,867 5.5 2,315,780 5.5 EC members 32,800 0.1 26,380 0.1 Total BoD and EC members 2,358,667 5.6 2,342,160 5.6 Less double-counting in respect of Pool Shareholders 3 –2,232,995 –5.3 –2,230,820 –5.4 Total shares 42,000,260 100.0 42,000,260 100.0 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, CM- Familienstiftung / Düsseldorf, Laetitia Brecht-Bergen / Düsseldorf, Leander Brecht-Bergen / Düsseldorf, Stephanie Brecht-Bergen / Düsseldorf, SBB Beteiligungs- GmbH / 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, Flo Flückiger / Herrliberg, Marina Forrer / Porrentruy, Christian Forrer / Bern, 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. 2.6 Treasury shares Financial year ended 30.06.2026 Financial year ended 30.06.2025 CHF million Number of shares CHF million Number of shares Treasury shares held in other controlled entities at the beginning of the period 27.8 413,330 5.7 90,270 Purchase 8.0 149,292 25.9 385,000 Sale to parent compay –1.4 –23,634 –1.3 –18,080 Share-based compensation –8.2 –127,256 –2.5 –43,860 Total treasury shares held in other controlled entities at the end of the period 26.2 411,732 27.8 413,330 Own shares at the beginning of the period 0.0 – 0.0 – Purchase from controlled entities 1.4 23,634 1.3 18,080 Share-based compensation –1.4 –23,634 –1.2 –18,080 Revaluation 0.0 – –0.1 – Own shares at the end of the period 0.0 – 0.0 – 1 2 3 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG196
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3. Information on the income statement 3.1 Dividend income The dividend income for the year is CHF 34.5 million (2024/25: CHF 36.5 million). 3.2 Financial expenses The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH + Co. KGaA to guarantee the bonds issued by dormakaba Finance AG. 3.3 Other operating expenses The main expense items relate to external consulting services and marketing expenses. 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 address of its registered office is Hofwisenstrasse 24, 8153 Rümlang, Switzerland. The company is listed on the SIX Swiss Exchange. 4.2 Full-time equivalents As at 30 June 2026, dormakaba Holding AG did not employ any personnel, consistent with the prior year. Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG197
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4.3 Contingent liabilities CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Guarantees 540.6 870.2 Of which used 0.0 0.0 As in the previous year, the guarantees disclosed relate to the guarantee accorded to the bondholders for the bonds issued by dormakaba Finance AG in the total nominal amount of CHF 475.0 million (2024/25: 795.0 million). 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. 5. Conditional capital Financial year ended 30.06.2026 Financial year ended 30.06.2025 Share capital value in CHF Number of shares Share capital value in CHF Number of shares 1) Conditional capital at the end of the period 42,438 4,243,840 42,438 4,243,840 The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year disclosure was adjusted accordingly. Conditional capital of CHF 36,000 (2024/25: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2024/25: CHF 6,438.40) for shares or share options to associates and BoD members, of which CHF 0 (2024/25: CHF 0) were exercised in the 2025/26 financial year. 1) Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG198
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6. Shareholdings of BoD and EC members 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. Number of shares 3) Financial year ended 30.06.2026 Financial year ended 30.06.2025 BoD Brandtzaeg Svein Richard 17,997 12,950 Lochiatto Kenneth 8,923 7,410 Aebischer Thomas 9,553 8,040 Birgersson Jens 17,583 29,270 Brecht-Bergen Stephanie 2,232,995 2,230,820 Gummert Hans 18,383 16,870 Janik Marianne 4,129 1,270 Laeber Ilias 4,129 1,270 Poeschel Ines 6,152 3,370 Regelski Michael 6,023 4,510 Total BoD 2,325,867 2,315,780 EC Baur Christian - - Bewick Stephen 17,290 9,100 Franke Carsten - - David W Fuller 1 - - Guardiola Magín 2 - 13,400 Peter René 5,050 3,420 Reuter Till 10,460 460 Total EC 32,800 26,380 EC Member as of 1 September 2025 EC Member until 31 August 2025 The Annual General Meeting approved the 1-for-10 share split on 21 October 2025. To enable a fair comparison with the current year, prior-year disclosure was adjusted accordingly. 7. Events after the balance sheet date There were no events between 30 June 2026 and 28 August 2026 which would necessitate adjustments to the book value of the dormakaba Holding AGʼs assets or liabilities, or which require additional disclosure in the financial statements. 1) 2) 3) Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG199
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Appropriation of retained earnings Proposal for the appropriation of available retained earnings as at 30 June 2026 CHF million Financial year ended 30.06.2026 Financial year ended 30.06.2025 Net profit for the period 34.6 35.3 Allocation from reserves for treasury shares 1.6 –22.1 Statutory retained earnings carried forward from previous year 536.8 562.0 Available retained earnings at the end of the period 573.0 575.2 The BoD will propose to the shareholders at the AGM on 20 October 2026 a total distribution of CHF 39.9 million on the basis of the share capital of CHF 420,002 (42,000,260 shares at CHF 0.01) without contribution to other reserves, to be paid out of statutory retained earnings. CHF million Proposal to the AGM 2026 Approved by the AGM 2025 Dividend distribution from statutory retained earnings 1 39.9 38.6 To be carried forward 533.1 536.6 Total at the AGM’s disposal 573.0 575.2 Calculated based on the number of total shares as at 30 June 2026. The total amount of the distribution depends on the number of shares entitled to dividend payout as of 26 October 2026. Treasury shares are not entitled to dividend payout. After approval of this proposal by the AGM, the dividend distribution from statutory retained earnings will be paid out as from 26 October 2026 according to the instructions received: CHF 0.95 (2024/25: CHF 0.92) gross per listed registered share at a par value of CHF 0.01. 1 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG200
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG201
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG202
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Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Financial Statements dormakaba Holding AG203
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Five-year Performance Overview Five-year Performance Overview CHF million, except where indicated 2025/26 2024/25 2023/24 2022/23 2021/22 Net sales 2,792.4 2,870.1 2,837.1 2,848.8 2,756.9 Organic growth in % 3.0 4.1 4.7 8.4 7.7 EBITDA (Operating profit before depreciation and amortization) 395.7 400.3 293.1 325.8 342.0 Adjusted EBITDA (Adjusted operating profit before depreciation and amortization) 449.0 445.0 416.9 384.8 372.3 Adjusted EBITDA in % of net sales 16.1 15.5 14.7 13.5 13.5 EBIT (Operating profit) 1 286.5 296.7 165.0 189.0 103.0 Adjusted EBIT (Adjusted operating profit) 368.2 366.1 344.0 307.5 293.4 Adjusted EBIT in % of net sales 13.2 12.8 12.1 10.8 10.6 Net profit 1 185.2 188.0 82.2 88.5 38.8 Net profit in % of net sales 1 6.6 6.6 2.9 3.1 1.4 Net profit after minorities 1 97.0 97.9 42.2 45.7 19.3 Basic earnings per share (in CHF) 1 2.33 2.34 1.01 1.09 0.46 Diluted earnings per share (in CHF) 1 2.30 2.32 1.00 1.09 0.46 Dividend per share (in CHF) 3 0.95 0.92 0.80 0.95 1.15 Payout ratio in % 40.7 39.1 51.1 51.7 50.4 Cash generated from operations 359.9 353.9 381.6 363.4 188.4 Net cash from operating activities 289.7 264.5 286.2 288.4 127.3 Net cash from operating activities margin in % 10.4 9.2 10.1 10.1 4.6 Net cash used in investing activities –213.3 –91.2 –81.6 –111.8 –158.9 Free cash flow 2 162.9 176.9 197.0 191.0 51.5 Net cash flows from financing activities –373.8 133.3 –177.9 –177.8 –0.4 Of which dividends paid –38.4 –33.5 –39.8 –48.1 –52.2 Personnel expenses 1,110.6 1,145.2 1,210.1 1,127.9 1,093.9 Average number of full-time equivalent employees 15,310 15,425 15,336 15,519.0 15,495.0 Total assets 1 1,992.3 2,174.5 1,965.5 1,946.5 2,071.9 Total assets in % of net sales 1 71.3 75.8 69.3 68.3 75.2 Property, plant, and equipment in % of net sales 14.8 13.7 14.2 14.0 14.9 Inventories in % of net sales 16.8 16.7 17.5 17.1 19.5 Receivables in % of net sales 17.4 16.1 17.0 16.2 17.5 Net working capital 655.4 660.8 704.3 694.0 751.3 Net working capital in % of net sales 23.5 23.0 24.8 24.4 27.3 Net debt 358.1 358.2 454.8 596.9 708.1 Net debt/Adjusted EBITDA 0.8 0.8 1.1 1.6 1.9 Interest coverage (Adjusted EBITDA / interest expense, net) 14.8 14.3 11.9 9.6 18.7 Shareholders’ equity 1 524.1 401.3 342.4 334.6 360.6 Return on equity (ROE) in % 1 35.3 46.8 24.0 26.4 10.8 Shareholders’ equity per share (in CHF) 12.40 9.50 8.10 7.95 8.60 In 2022/23: dormakaba changed the choice of accounting policies for goodwill accounting. To enable a fair comparison with the current year, the prior-year disclosures 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. In 2024/25: dormakaba changed the definition of the free cash flow. The detailed calculation is disclosed in the note on alternative performance measures (APM) (5.2) of the consolidated financial statements. In order to enable a fair comparison with the current year data, all previous year information has been adjusted. In 2025/26: proposal to the Annual General Meeting 1 2 3 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Five-year Performance Overview 204
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2025/26 2024/25 2023/24 2022/23 2021/22 Capital stock 2 Registered shares at CHF 0.01 par value No 42,000,260 42,000,260 42,000,260 42,000,260 42,000,260 Outstanding shares at end of financial year No 41,588,528 41,586,930 41,909,990 41,864,490 41,784,020 Weighted average number of shares outstanding (diluted) No 42,142,078 42,255,950 42,269,860 42,109,300 41,938,590 Par value of average outstanding shares CHF m 4.2 4.2 4.2 4.2 4.2 Par value of year-end outstanding shares CHF m 4.2 4.2 4.2 4.2 4.2 Shareholders as at 30 June (registered) No 6,888 7,573 8,571 9,073 9,033 Figures per share (fully diluted) Adjusted EBITDA per share (Group) CHF 10.70 10.53 9.86 9.14 8.88 Earnings per share (Group) 1 CHF 2.30 2.32 1.00 1.09 0.46 Shareholders’ equity per share (Group) 1 CHF 12.40 9.50 8.10 7.95 8.60 Price per share 2 – high CHF 79.70 74.50 50.30 46.10 72.80 – low CHF 48.20 46.10 40.20 30.35 39.30 – 31 December CHF 72.50 46.10 45.40 41.65 63.05 – 30 June CHF 52.20 72.50 46.10 40.20 41.65 Market capitalization – high CHF m 3,314.6 3,098.2 2,108.1 1,930.0 3,041.9 – low CHF m 2,004.6 1,917.2 1,684.8 1,270.6 1,642.1 – 30 June CHF m 2,170.9 3,015.1 1,932.1 1,683.0 1,740.3 Dividend yield 2 – low 3 % 1.2 1.2 1.6 2.1 1.6 – high 3 % 2.0 2.0 2.0 3.1 2.9 In 2022/23: dormakaba changed the choice of accounting policies for goodwill accounting. To enable a fair comparison with the current year, the prior-year disclosures 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. In 2025/26: the Annual General Meeting approved the 1-for-10 share split on 21 October 2025. Prior-year figures have been adjusted to reflect the share split for improved readability and comparability. In 2025/26: under the precondition that the shareholders approve the dividend proposed at the Annual General Meeting 1 2 3 Letter to shareholdersAt a glanceGroup performanceMegatrendsCorporate Governance Report Compensation ReportConsolidated Financial Statements Financial Statements dormakaba Holding AG Five-year Performance Overview dormakaba Five-year Performance Overview 205
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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 the company 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 and the 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 Group and those either expressed or implied by such statements. Except as required by applicable law or regulation, the company accepts no obligation to continue to report, update or otherwise 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 the notes to the consolidated financial statements of the Annual Report 2025/26 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 registered trademarks of the dormakaba Group. Due to country-specific constraints or marketing considerations, some of the dormakaba Group products and systems may not be available in every market. dormakaba Five-year Performance Overview 206