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 of 31 December 2020 and consists 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 2021, ForFarmers held 1,911,609 of its own ordinary shares, meaning that the number of shares outstanding was 93,307,213 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.

2021 dividend proposal

It will be proposed to the General Meeting of Shareholders of 14 April 2022 that a dividend be distributed of €0.29 per ordinary share with a nominal value of €0.01 (based on 93,307,212 million ordinary shares outstanding), which comprises of a regular dividend of €0.19 related to a pay-out ratio of 60% of the underlying net profit1 and a special dividend of €0.10 (2020: €0.29). ForFarmers already disclosed its intention to the capital markets to pay out €0.29 per ordinary share in its Q3 Trading Update, which was published on 2 November 2021. This proposal has been approved by the Supervisory Board.

Notification of substantial shareholdings

On 31 December 2021 the following shareholders with a substantial participating interest (>3%) were registered with the AFM in accordance with the notification requirement pursuant to the Dutch Financial Supervision Act (‘Wft’ in Dutch).

Shareholder	Capital interest ⁽¹⁾	Registration date
Coöperatie FromFarmers U.A. (direct and indirect)⁽²⁾	49.99%	18 Oktober 2017
Stichting Beheer- en Administratiekantoor ForFarmers⁽²⁾	9.69%	31 March 2017
Kempen Capital Management N.V.	5.27%	8 February 2017

^{(1) Based on 106,261,040 issued ordinary shares as at the time of the registration with AFM. On 11 September 2020 ForFarmers cancelled the treasury shares (repurchased through the SBB programmes). As of 11 September 2020 ForFarmers has 95,218,821 issued ordinary shares.

(2) As of 31 Dec 2021 the capital interest of Coöperatie FromFarmers U.A. is 46.4%, of Stichting Beheer- en Administratiekantoor ForFarmers 8.51% and of ForFarmers N.V. 2.01%, based on 95,218,821 issued ordinary shares.}

On 19 January 2022, ForFarmers N.V. registered a capital interest in ForFarmers of 3.01% as a result of the share buy-back programme, and on 24 February a capital interest of 5.02%.
On 3 March 2022, Kempen Capital Management N.V. registered a capital interest of 2.89% in ForFarmers N.V.
On 3 March 2022, D. Lindenbergh registered a capital interest in ForFarmers N.V. of 3.25%.
On 11 April 2022, D. Lindenbergh registered that the capital interest in ForFarmers N.V. had increased to 5.0%.

Share buy-back programme

In 2021, the General Meeting of Shareholders authorised the Executive Board to buy back at maximum 10% of its own shares, to fulfil the obligations for the employee participation plans, among other things. Accordingly, 190,000 shares were repurchased in the period 28 April to 20 May 2021 for an average price of €5.42 per share and for a total amount of €1,030,400. The progress of the share buy-back programme was disclosed by means of a weekly press release.

On 2 November 2021 ForFarmers published its Q3 Trading Update, in which the company announced it would follow up with information regarding alternative capital allocation plans. ForFarmers approaches decisions regarding capital allocation along certain lines. The first step is to invest in the ongoing business activities, paying attention to various aspects ranging from returns and maintenance to sustainability. The next step is that in addition, ForFarmers wants to invest in M&A, which is one of the strategic pillars to enhance de organisation. On top of that, in the event the Executive Board deems it opportune to utilise the strong balance sheet for a share buy-back programme, it will make such a proposal taking into consideration the capital allocation requirements for dividend distribution, the strategic programmes and the share price.

On 1 December 2021, ForFarmers announced to start a share buy-back programme of at maximum €50 million, to make the balance sheet more efficient (capital reduction) among other things. The programme started on 2 December, under the authorisation granted by the AGM to ForFarmers in 2021 to repurchase at maximum 10% of its issued shares and, if granted, the authorisation of the AGM in 2022. Per 31 December 2021, 1,874,046 own shares were repurchased for a total amount of €7,322,020, making the average price per share €3.91.

Specification of shares

ForFarmers held 1,911,609 of its own ordinary shares (treasury shares) as at 31 December 2021. These treasury shares do not have voting rights nor are they entitled to dividend distribution. The number of shares outstanding consequently was 93,307,212 as at 31 December 2021.

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 and the number of shares held by Stichting Beheer- en Administratiekantoor ForFarmers – the ForFarmers Trust Office Foundation – and for which no voting rights have been requested, for which voting instruction can be given. 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 2022 the Cooperative represented the voting rights in relation to 44,224,559 shares held by the Cooperative (directly and indirectly), and could give voting instructions for the 8,111,388 shares which were held by the Trust Office Foundation. The Cooperative accordingly had a combined voting interest of 55.0% (based on the number of issued ordinary shares) per that date.

The above is clarified in the following table.

Trading volume

In 2021 the average daily trading volume was around 180,000 ForFarmers shares (2020: around 130,000).

Liquidity provider

In its role as liquidity provider ABN AMRO supports the trade in ordinary shares of ForFarmers on Euronext Amsterdam by issuing permanent purchase and sale orders. As a liquidity provider ABN AMRO operates fully independently from the Company and is bound by the rules of the AFM.

General Meeting of Shareholders

The General Meeting of Shareholders will be held in Laren (Gelderland, the Netherlands) on 14 April 2022 and can be followed by means of a live audio webcast (in Dutch).

Further information regarding the Annual General Meeting can be found 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.