8 Shares of ForFarmers

1.8.1.1

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1.8.1.2

In 2010, 100 million shares in ForFarmers B.V., which were owned by Coöperatie FromFarmers, were transferred to the trust office “Stichting Administratiekantoor ForFarmers”, which issued a corresponding number of certificates.

In the period from 17 April 2014 until 14 July 2014 ForFarmers B.V. bought 250,000 of its own certificates. This purchase programme was approved at the shareholders' meeting of 15 April 2014. The certificates were purchased for an average price of € 3.29 per certificate, therefore a total of € 823,485. These purchases were part of the purchase programme announced on 17 April 2014. The purchase is for a new employee participation plan. A lock up period of three years applies until 15 April 2017. The objectives of the employee participation plan include loyalty, commitment and remuneration. It is part of the harmonisation of employment conditions for the various countries and has been approved by the Supervisory Board of ForFarmers.

Certificate holders can claim the voting rights on certificates at the trust office. The cooperative can claim unlimited voting rights for the certificates that it owns. For the other certificate holders this is capped at 5% in principle. The Supervisory Board of ForFarmers can decide to raise this percentage to a maximum of 15%.

Trading platform
As of 8 November 2010 it has been possible for members and external parties to trade in certificates through a multilateral trading facility. F. Van Lanschot Bankiers N.V. operates this trading platform and has a permit from the Dutch Authority for the Financial Markets (AFM). Members of the Coöperatie FromFarmers as well as third parties can trade in certificates of ForFarmers B.V. on this trading platform. In 2014 there were 2,962 transactions in certificates. A total of 16,249,920 certificates were traded in these transactions (based on double counting). This means an average of 66,872 certificates per day. In its role as liquidity provider, SNS Securities N.V. is obliged to support the trade in certificates of ForFarmers on its trading platform by issuing permanent purchase and sale orders. In order to make this possible ForFarmers B.V. has made a total of € 5 million available. The SNS operation as liquidity provider is fully independent of the company and it must adhere to the guidelines of the AFM.

Potential transition of the trading platform to a public exchange
ForFarmers is aiming to reach a broader investment public by a public exchange listing. The public exchange is known to all investors and easily accessible. By listing on a public exchange the ForFarmers shares can acquire a realistic market value over time. There are more potential investors who can act on a public exchange (for example institutional investors). A potentially greater demand for certificates makes price-setting less dependent on the number of interested parties that may only act on the trading platform. This is important for the current certificate holders. This is expected to lead to a more balanced price development.
Furthermore, ForFarmers is more visible to investors on the public exchange and has more options for attracting capital and raising liquidity (quantity of transactions). At this time ForFarmers has no need to raise extra capital to fund the Horizon 2020 ambitions.

In the General Meeting of April 2014 the certificate holders gave consent to the Board of Directors and Supervisory Board to further examine and prepare a transition to the trading platform of the public exchange. Furthermore, the shareholders approved the articles of association in which a number of protective measures have been laid down to prevent a hostile takeover by third parties.

These protective measures are:

  • Oligarchic rights: this concerns provisions in the articles of association of ForFarmers B.V., which assign certain special rights to the Executive Board, the Supervisory Board and/or holders of special shares (priority).
  • Priority shares: this means that Coöperatie FromFarmers has and will retain control over important issues, such as:
    • The cooperative has a right of recommendation for four of the six Supervisory Board members of ForFarmers B.V. With a stake of less than 50% the cooperative has this right for three of the six Supervisory Board members;
    • As long as Coöperatie FromFarmers has more than 50% of the voting rights it will also have the control right over how the role of the Chairman of the Supervisory Board of ForFarmers B.V. is detailed;
    • Issues of new shares must be approved by 75% of the Supervisory Board.

The priority share expires as soon as the voting right of the cooperative drops below 20%.

  • Protective preferential shares: these protective shares must prevent a hostile takeover, as well as any undesired change to the company structure. In summary, a new, independent foundation is to be set up, with an independent board, which will have the ability to obtain and exercise, on a temporary basis (up to two years) a majority of the voting rights at the General Meeting. This will work through the ownership of the protective preferential shares issued.

A final decision on the move from trading platform to a public exchange must be made at a General Meeting of ForFarmers B.V.

1.8.1.3

Breakdown of certificates issued as per 31 December 2014

As at the end of 2014, Coöperatie FromFarmers held, including the voting right on the certificates of the members, 74.1% of the control in ForFarmers B.V.

Financial calendar ForFarmers
24-03-2015 Publication annual figures 2014
17-04-2015 General Meeting
20-04-2015 Ex-dividend date
24-04-2015 Payment of Dividend
28-08-2015 Publication half year figures 2015
22-03-2016 Publication annual figures 2015
15-04-2016 General Meeting
26-08-2016 Publication half year figures 2016

1.8.1.4

General Meeting
The General Meeting will be held on 17 April 2015 at the venue "Witkamp" in Laren (Gld).

Dividend proposal 2014
The General Meeting on 17 April 2015 will be asked to approve a proposal to pay out a dividend of € 0.176 per share of € 1.00 nominal (2013: € 0.136). This corresponds to a payout ratio of 50% of the normalised result after tax.

ForFarmers dividend policy is to pay a dividend of between 40% and 50% of the result after tax, adjusted for extraordinary results (such as book profits, and taking taxes into account) minus the difference between dividends received from non-consolidated interests and the dividend percentage for the company as a whole. This method takes the strategy and a healthy balance sheet structure into account. Within these principles, ForFarmers B.V. aims for a stable development of the cash dividend paid to its shareholders.

1.8.1.5

1.8.1.6