24 April 2020 - 13:54
During the Annual General Meeting of Shareholders of ForFarmers N.V. (hereafter: the ‘General Meeting’ and ‘ForFarmers’ respectively), which was held today in Laren (Gelderland, the Netherlands), the shareholders adopted the ForFarmers annual accounts over the 2019 financial year and approved the dividend proposal for the same financial year.
Dividend of €0.28 per ordinary share (€0.19 regular dividend plus €0.09 special dividend) will be paid entirely in cash to the shareholders of ForFarmers, after deducting 15% dividend tax. The ex-dividend date is 28 April 2020 and payment will take place on 8 May 2020.
- An advisory vote was casted (100% of the number of casted votes was in favour) in relation to the 2019 remuneration report.
- All members of the Executive Board have been discharged from performing their duties during the financial year 2019.
- All members of the Supervisory Board have been discharged from performing their duties during the financial year 2019.
- KPMG Accountants N.V. has been appointed as auditor of ForFarmers for auditing the 2020 financial statements and board report.
- The remuneration policy for the Executive Board has been adopted with effect as from the financial year 2020.
- Mr R. Tjebbes has been appointed as member of the Executive Board.
- Mrs A. den Otter has been appointed as member of the Supervisory Board.
- The Executive Board has been designated as the authorized body, upon approval of the Supervisory Board, to issue ordinary shares and grant rights to subscribe for ordinary shares with a limitation up to 10% of the issued ordinary shares for the duration of 18 months.
- The Executive Board has been designated as the authorized body, upon approval of the Supervisory Board, to restrict or exclude the pre-emptive right of shareholders for the duration of 18 months.
- The Executive Board has been authorised, upon approval of the Supervisory Board, to have ForFarmers acquire (other than without consideration) shares in its own share capital (irrespective of the type) up to a maximum of 10% of the issued share capital of ForFarmers (determined at the time of the General Meeting).
This authorization to acquire own shares enables the Executive Board to (a) execute employee participation plans 2020 (cf. the employee participation plan 2019 involved 251,852 shares) and (b) to complete the current purchase programme of own shares (in the amount of €30 million under which programme 4,128,123 shares have been purchased up to this date for a total amount of €25,204,389 million).
- It was decided to cancel all ordinary shares which ForFarmers has acquired under the purchase programme of 2017 (for an amount of €60 million) and has acquired or will acquire under the purchase programme of 2019 (for an amount of €30 million) and to authorize the Executive Board – subject to approval of the Supervisory Board – to implement such cancellation.
- It was decided to reduce the authorised capital included in ForFarmers’ articles of association in such way that the aforementioned cancellation of ordinary shares in the capital of ForFarmers can be implemented.
The proposed remuneration policy for the Supervisory Board was withdrawn by ForFarmers on 14 April 2020.
Share purchase programme for the employee participation plans 2020
Following the General Meeting, the Executive Board, upon approval of the Supervisory Board, decided to start, as of 29 April 2020, with the purchase programme of own shares for the employee participation plans 2020. The progress of this purchase programme will be disclosed weekly by means of a press release.