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For the Future of Farming
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15-04-2016

Resolutions General Meeting of Shareholders ForFarmers

During the General Meeting of Shareholders of ForFarmers B.V. (‘ForFarmers’), which was held in Laren (Gld) on Friday 15 April 2016, the shareholders adopted the annual accounts over 2015 and approved the appropriation of the result over the 2015 financial year.

The dividend has been set at € 0.23299 per share and shall be fully paid , after the deduction of 15% dividend tax, in cash to the shareholders of ForFarmers. The ex dividend date is 18 April 2016. Payment takes place on 22 April 2016.

Other resolutions

  • Discharge was granted to each of the members of the Executive Board for the performance of their duties during the 2015 financial year.
  • Discharge was granted to each of the members of the Supervisory Board for the performance of their duties during the 2015 financial year.
  • KPMG Accountants N.V. was appointed as the auditor of ForFarmers for auditing the 2016 annual accounts and directors’ report.
  • Mr C.J.M. van Rijn was reappointed as a member of the Supervisory Board.
  • It was resolved (i) to amend the articles of association of the Company in their entirety in the course of which – among other things – the legal form of the Company shall be converted into a public limited company and the nominal amount of the shares shall be reduced to € 0.01 per share and (ii) to grant authorisation to each member of the Executive Board of the Company as also to each (junior) civil-law notary, attorney-at-law and other employee of NautaDutilh N.V., both jointly and individually, to execute the deed of amendment of the articles of association.
  • Authorisation was granted to the Executive Board – subject to approval of the Supervisory Board – for the Company to acquire (other than without consideration) (depositary receipts for) shares (regardless of the type) up to a maximum of 10% of the issued share capital of the Company.

 

The following resolutions were adopted on the suspensive condition of amendment of the articles of association:

  • A term of four years was linked to the appointment of Mr A.E. Traas as a member of the Executive Board.
  • A term of three years was linked to the appointment of Mr J.N. Potijk as a member of the Executive Board.
  • The remuneration policy of the Company was adopted.
  • Approval was granted to the proposed scheme within the meaning of section 135 subsection 5 of Book2 of the Dutch Civil Code regarding rights to subscribe for depositary receipts for ordinary shares.
  • The Executive Board was designated as the competent body – subject to approval of the Supervisory Board– to issue ordinary shares and to grant rights to subscribe for ordinary shares with a limitation of 10% of the issued ordinary shares, increased by 20% in case of mergers, acquisitions or strategic cooperative ventures, for a duration of 18 months.
  • The Executive Board was designated as the competent body – subject to approval of the Supervisory Board – to issue preference shares and to grant rights to subscribe for preference shares for such an amount of shares as shall from time to time be included in the authorised share capital of the Company, for a duration of 18 months.
  • The Executive Board was designated as the competent body – subject to approval of the Supervisory Board – to limit or exclude the pre-emptive right of shareholders, for a duration of 18 months.
  • It was agreed that the Company sends information to the shareholders electronically.


During the General Meeting it was announced by means of a press release that approval was granted to the proposed admission to trading on Euronext Amsterdam of all ordinary shares in the share capital of the Company.

 

See also the presentation including voting results.