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Information about the DSM share - Annual Report 2015 - DSM

Information about the DSM share

Shares and listings

Ordinary shares in Koninklijke DSM N.V. are listed on the Euronext stock exchange in Amsterdam, (Netherlands) (Stock code 00982, ISIN code NL0000009827). Options on ordinary DSM shares are traded on the European Option Exchange in Amsterdam (Euronext.liffe). In the US a sponsored unlisted American Depositary Receipts (ADR) program is offered by Deutsche Bank Trust Co. Americas (Cusip 780249108), with four ADRs representing the value of one ordinary DSM share.

Besides the ordinary shares, 44.04 million cumulative preference shares A (cumprefs A) are in issue, which are not listed on the stock exchange; these have been placed with institutional investors. The cumprefs A have the same voting rights as ordinary shares, as their nominal value of €1.50 per share is equal to the nominal value of the ordinary shares. Transfer of the cumprefs A requires the approval of the Managing Board, unless the shareholder is obliged to transfer his shares to a previous shareholder by virtue of the law.

The average number of ordinary shares outstanding in 2015 was 174,357,139. All shares in issue are fully paid. On 31 December 2015 the company had 174,923,027 ordinary shares outstanding.

Issue of shares

The issue of shares takes place by a decision of the Managing Board. The decision is subject to the approval of the Supervisory Board. The scope of this power of the Managing Board shall be determined by a resolution of the General Meeting of Shareholders and shall relate to at most all unissued shares of the authorized capital, as applicable now or at any time in the future. In the Annual General Meeting of Shareholders of 30 April 2015 this power was extended up to and including 30 October 2016, on the understanding that this authorization of the Managing Board is limited to a number of ordinary shares with a nominal value amounting to 10% of the issued capital at the time of issue, and to an additional 10% of the issued capital at the time of issue if the issue takes place within the context of a merger or acquisition within the scope of DSM's strategy as published on the DSM website. The issue price will be determined by the Managing Board and shall as much as possible be calculated on the basis of the trading prices of ordinary shares on the Euronext Amsterdam Stock Exchange.

Distribution of shares

Under the Dutch Financial Markets Supervision Act shareholdings of 3% or more in any Dutch company must be disclosed to the Netherlands Authority for the Financial Markets (AFM). According to the register kept by the AFM the following shareholders had disclosed that they have a direct or indirect (potential) interest between 3% and 10% in DSM’s total share capital on 31 December 2015:

  • ASR Nederland B.V.
  • Rabobank Nederland Participatie B.V.
  • Delta Lloyd N.V.
  • Capital Research and Management Company and Capital Group International
  • Blackrock, Inc.
  • Third Point LLC (indirect interest)
Repurchase of own shares

The company may acquire paid-up own shares by virtue of a decision of the Managing Board, provided that the par value of the acquired shares in its capital amounts to no more than one tenth of the issued capital. Such a decision is subject to the approval of the Supervisory Board. In the Annual General Meeting of Shareholders of 30 April 2015 the Managing Board was authorized to acquire own shares for a period of 18 months from said date. On 14 May 2015 DSM announced its intention to repurchase 2,300,000 ordinary shares for the purpose of covering the company’s commitments under existing management and employee option plans. Under this program a total of 2,300,000 shares were repurchased for a combined consideration of €122.5 million. The program was successfully finalized on 28 July 2015.

Table 1: Development of the number of ordinary DSM shares

Development of the number of ordinary DSM shares
 
2015
2014
 
Issued
Repurchased
Outstanding
Outstanding
         
Balance at 1 January
181,425,000
7,888,185
173,536,815
173,963,412
Changes:
       
Reissue of shares in connection with exercise of option rights
-
(1,056,880)
1,056,880
725,210
Repurchase of shares
-
2,300,000
(2,300,000)
(3,733,055)
Dividend in the form of ordinary shares
-
(2,629,332)
2,629,332
2,581,248
         
Balance at 31 December
181,425,000
6,501,973
174,923,027
173,536,815
         
DSM share prices on Euronext Amsterdam (€ per ordinary share):
       
Highest closing price
   
55.11
57.97
Lowest closing price
   
39.62
44.44
At 31 December
   
46.28
50.64
         
Market capitalization at 31 December (€ million)1
   
8,396
9,187
1 Source: Bloomberg

Table 2: Geographical spread of DSM shares outstanding

Geographical spread of DSM shares outstanding
in % (excl. cumprefs A)
2015
2014
     
North America
34
32
Netherlands
17
20
United Kingdom
14
12
France
7
8
Switzerland
6
7
Germany
5
5
Asia-Pacific
5
4
Other countries
12
12
Trading volume DSM shares 2015
Article 10 of Directive 2004/25

With regard to the information referred to in the Resolution of article 10 of the EC Directive pertaining to a takeover bid which is required to be provided according to Dutch law, the following can be reported:

  • Information on major shareholdings can be found above (Distribution of shares).
  • There are no special statutory rights attached to the shares of the company.
  • There are no restrictions on the voting rights of the company’s shares. When convening a General Meeting of Shareholders, the Managing Board is entitled to determine a registration date in accordance with the relevant provisions of the Dutch Civil Code.
  • The applicable provisions regarding the appointment and dismissal of members of the Managing Board and the Supervisory Board and amendments to the Articles of Association can be found in the chapter 'Corporate Governance' on Managing Board.
  • The powers of the Managing Board regarding the issue and repurchase of shares in the company can be found in the sections Issue of shares and Repurchase of own shares above.
  • Other information can be found in the 'Notes to the consolidated financial statements' (16 Equity, 20 Borrowings, 28 Share-based compensation).
Dividend

DSM’s dividend policy is to provide a stable and preferably rising dividend. DSM proposes to maintain the dividend at €1.65 per ordinary share for 2015. This will be proposed to the Annual General Meeting of Shareholders to be held on 29 April 2016. An interim dividend of €0.55 per ordinary share having been paid in August 2015, the final dividend would then amount to €1.10 per ordinary share. Dividend in cash will be paid after deduction of 15% Dutch dividend withholding tax. The ex-dividend date is 3 May 2016.

Dividend per ordinary share in €