Information for shareholders | ForFarmers Group

Information for shareholders

The ForFarmers share

The ordinary shares of ForFarmers N.V. have been listed on Euronext Amsterdam since 24 May 2016 under the symbol ‘FFARM’. From September 2016 ForFarmers was included in Euronext Amsterdam’s AScX index and from May 2017 in the MSCI Netherlands index.

On 11 September 2020, ForFarmers cancelled 11,042,219 ordinary shares, being the total number of shares having been repurchased in the buy-back programmes of 2017 and 2019 (excluding the repurchased shares for the employee participation plans). The Company’s issued share capital consequently equalled €952,188.22 as at 31 December 2020 and consisted of 95,218,821 issued ordinary shares and one priority share, each with a nominal value of €0.01.
Coöperatie FromFarmers U.A. holds the priority share. At 31 December 2020, ForFarmers still held 28,385 of its own ordinary shares, meaning that the number of shares outstanding was 95,190,437 on that date.

Dividend policy

ForFarmers has stepped up its dividend policy, as part of the strategy Build to Grow 2025. We aim to distribute a dividend, taking into consideration long-term value creation and a healthy financial structure to execute its strategy. Our dividend policy aims to distribute a dividend of between 40% and 60% of the underlying net profit¹.

¹Underlying net profit is the result attributable to shareholders of the Company excluding non-recurring items. ForFarmers regards this to as one of its alternative performance measures (APMs), see note 17 to the financial statements.

2020 dividend proposal

It will be proposed to the General Meeting of Shareholders of 23 April 2021 that a dividend be distributed of €0.29 per ordinary share with a nominal value of €0.01 (based on 95,190,436 million ordinary shares outstanding) which comprises a pay-out ratio of 60% of the underlying net profit1 (2019: €0.28, the sum of €0.19 per ordinary share and a special dividend of €0.09 per ordinary share).

This proposal has been approved by the Supervisory Board.

Notification of substantial shareholdings

On 31 December 2020, the following shareholders with a substantial participating interest (>3%) were registered with the AFM in accordance with the notification requirement pursuant to the Financial Supervision Act (‘Wft’ in Dutch).

Shareholder	Capital interest ⁽¹⁾	Registration date ⁽²⁾
Coöperatie FromFarmers	49.99%	18 Oktober 2017
Stichting Beheer- en Administratiekantoor ForFarmers	9.69%	31 March 2017
APG Asset Management N.V.	9.98%	16 April 2020
Kempen Capital Management N.V.	5.27%	8 February 2017
ForFarmers N.V. (due to share buy-back programme)	0.03%	11 September 2020

(1) Based on 106,261,040 issued ordinary shares
(2) As of 31 Dec 2019 the capital interest of Coöperatie FromFarmers UA is 47.8%, of Stichting Beheer- en Administratiekantoor ForFarmers 8.5% and of ForFarmers NV 0.03%, based on 95,218,821 issued ordinary shares

Changes during 2020

During the year 2020 changes regarding the registration at AFM by shareholders with a substantial participating interest (>3%) have taken place, in accordance with the notification requirement pursuant to the Financial Supervision Act (‘Wft’ in Dutch).

In addition, ForFarmers cancelled 11,042,219 ordinary shares on 11 September 2020. After cancellation of the shares, ForFarmers will have an issued share capital of €95,218,822 consisting of 95,218,821 ordinary shares and 1 priority share of €0.01 nominal value per share.

The registrations during 2020:

Shareholder	Capital interest	Registration date
APG Asset Management N.V.	9.98%	16 April 2020
ForFarmers N.V.	0.03%	11 September 2020

Share buy-back programme and cancellation of shares

In 2019, the General Meeting of Shareholders authorised the Executive Board to buy back shares up to a maximum of €30 million, in order to make the balance sheet more efficient and for the employee participation plans. For this programme, 2,734,250 shares were repurchased during 2019.

The AGM authorised the Executive Board in 2020 to complete the share buy-back programme and to repurchase shares for the employee participation plans for 2020. In the period from 2 January 2020 up to and including 3 August 2020, ForFarmers repurchased 2,497,599 (ordinary) shares for the buy-back programme and 197,266 shares for the employee participation plans for Directors and senior managers, and other employees. These 2,694,865 shares have been repurchased in 2020 for an average price of €5.80 per share, totalling to €15.6 million. The progress of the share buy-back programmes was announced by means of a weekly press release.
On 4 August, ForFarmers announced to have completed the share buy-back programme, and on 11 September 2020, the 11,042,219 shares, which had been repurchased in the 2017 and 2019 share buy-back programmes, were cancelled. After the cancellation of aforementioned shares the Company’s issued share capital equalled €952,188.22 consisting of 95,218,821 issued ordinary shares and one priority share, each with a nominal value of €0.01.

Specification of shares

ForFarmers still held 28,385 of its own ordinary shares (treasury shares) after the cancellation of the aforementioned shares, meaning that the number of shares outstanding was 95,190,437 as at 31 December 2020. These treasury shares do not have voting rights nor are they entitled to dividend distribution. Based on the number of issued shares the Cooperative had a direct equity interest of 19.4% at 31 December 2020 and an indirect interest of 28.4% for which the Cooperative has issued participation accounts to individual members.

The Cooperative holds the priority share so long as certain conditions are adhered to as laid down in the Articles of Association. As the holder of the priority share the Cooperative has certain rights, which are partly determined by the percentage of voting rights (at the reference date of 1 January of each year) that can be represented by the Cooperative. These also include the voting rights held by Stichting Beheer- en Administratiekantoor ForFarmers – the ForFarmers Trust Office Foundation – and for which no voting rights have been requested. Members of the Cooperative can request the voting rights for their individual shares or depositary receipts of shares at any time.

At the reference date of 1 January 2021 the Cooperative represented the voting rights in relation to 45,507,600 shares held by the Cooperative (directly and indirectly), and could give voting instructions for the 8,135,720 shares which were held by the Trust Office Foundation. The Cooperative accordingly had a combined voting interest of 56.3% (based on the number of ordinary shares outstanding) per that date.

The above is clarified in the following table.

Afbeelding: Shares-depositary receipts 2020

Trading volume

In 2020 the average daily trading volume was around 130,000 ForFarmers shares (2019: around 120,000).

Liquidity provider

In its role as liquidity provider, ABN AMRO had the obligation, between 1 January 2020 and 31 December 2020, to support trading in ordinary shares of ForFarmers on Euronext Amsterdam by issuing permanent purchase and sale orders. As a liquidity provider, ABN AMRO operates fully autonomously of the Company and must comply with the directives of the AFM. ForFarmers has extended the contract with ABN AMRO by one year.

General Meeting of Shareholders

The General Meeting of Shareholders will be held on 23 April 2021 by means of a live webcast.

You can find information about the Annual General Meeting in our financial calendar.
Please visit the recent events part to find more information about recent Annual General Meetings.

Financial calender

Click here to check our Financial calendar.