13 April 2023 - 14:50
During the General Meeting of Shareholders of ForFarmers N.V. (hereinafter referred to as the 'General Meeting' and 'ForFarmers' respectively), held today, the shareholders adopted the financial statements for the 2022 financial year and also approved the dividend proposal for the said financial year.
The dividend of €0.20 per ordinary share will be paid to ForFarmers' shareholders entirely in cash, after deducting 15% dividend withholding tax. The ex-dividend date is 17 April 2023 and and the dividend will be paid on April 26, 2023.
- An advisory vote was cast in favour of the 2022 remuneration report (for 99.3%; against 0.7%).
- Discharge was granted to each member of the Executive Board for the performance of his duties during the 2022 financial year.
- Discharge was granted to each member of the Supervisory Board for the performance of his/her duties during the 2022 financial year.
- KPMG Accountants N.V. has been appointed as auditor of ForFarmers to audit the 2023 financial statements and executive board report.
- The remuneration policy for the Supervisory Board was adopted with effect from financial year 2023 up to and including 2025.
- Mr W.M. Wunnekink was reappointed as a member of the Supervisory Board.
- The Executive Board has been designated as the authorised body - subject to the approval of the Supervisory Board - to issue ordinary shares and to grant rights to subscribe for ordinary shares limited to 10% of the issued ordinary shares for a period of 18 months.
- The Executive Board has been designated as the authorised body - subject to the approval of the Supervisory Board - to limit or exclude shareholders' pre-emptive rights for a period of 18 months.
- Authorisation was granted to the Executive Board - subject to the 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 authorisation provides the necessary flexibility to, among other things, optimise the capital structure and/or to fulfil obligations regarding (depositary receipts for) share-related incentive schemes.
- The resolution was passed to cancel the ordinary shares held by ForFarmers at any time and to authorise the Executive Board - subject to the approval of the Supervisory Board - to implement such cancellation (including the authority to determine the exact number of ordinary shares to be cancelled and the timing thereof). The cancellation may be implemented in one or more tranches.
- The resolution was passed to reduce the authorised capital in the Articles of Association of ForFarmers in order to carry out the cancellation of ordinary shares in the capital of ForFarmers.
Share buy-back programme for (depositary receipts for) share-related incentive schemes and employee participation plans
Subsequent to the General Meeting of Shareholders and based on the aforementioned authorisation, the Executive Board - with the approval of the Supervisory Board - has decided to start a share buy-back programme on 18 April 2023 to fulfill ForFarmers' obligations under (depositary receipts for) share-related incentive schemes and obligations from employee participation plans 2022 for a maximum of 625,000 shares, for a maximum amount of € 3,125,000. The buy-back programme will end no later than 31 December 2023, or when the programme has been completed. The progress of this share buy-back programme will be announced weekly by means of a press release.