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 by law to transfer his shares to a previous shareholder.

The average number of ordinary shares outstanding in 2016 was 175,099,827. All shares in issue are fully paid. On 31 December 2016 the company had 175,001,666 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 29 April 2016 this power was extended up to and including 29 October 2017, 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 company 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 2016:

  • ASR Nederland B.V.
  • Rabobank Nederland Participatie B.V.
  • Delta Lloyd N.V.
  • Capital Research and Management Company and Capital Group International
  • BlackRock, Inc.

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 29 April 2016 the Managing Board was authorized to acquire own shares for a period of 18 months from said date (i.e. up to and including 29 October 2017), up to a maximum of 10% of the issued capital, provided that the company will hold no more shares in stock than at maximum 10% of the issued capital.

DSM repurchased a number of its own shares during 2016 for the purpose of covering the company's commitments under existing management and employee option plans and stock dividend. Two programs were run for this purpose during the year, the first from 22 February to 21 July 2016 and the second from 4 November to 8 December 2016. In total DSM repurchased 5,200,000 of its own shares for a combined consideration of €272.8 million.

Development of the number of ordinary DSM shares

 
2016
2015
 
Issued
Repurchased
Outstanding
Outstanding
     
Balance at 1 January
181,425,000
6,501,973
174,923,027
173,536,815
Changes:
    
Reissue of shares in connection with exercise of option rights
-
(3,243,102)
3,243,102
1,056,880
Repurchase of shares
-
5,200,000
(5,200,000)
(2,300,000)
Dividend in the form of ordinary shares
-
(2,035,537)
2,035,537
2,629,332
     
Balance at 31 December
181,425,000
6,423,334
175,001,666
174,923,027
     
DSM share prices on Euronext Amsterdam (€ per ordinary share):
    
Highest closing price
  
64.18
55.11
Lowest closing price
  
41.40
39.62
At 31 December
  
56.96
46.28
     
Market capitalization at 31 December (€ million)1
  
10,334
8,396

1 Source: Bloomberg

Geographical spread of DSM shares outstanding

in % (excl. cumprefs A)
2016
2015
   
North America
39
34
United Kingdom
17
14
Netherlands
16
17
France
7
7
Switzerland
5
6
Germany
4
5
Asia-Pacific
4
5
Other countries
8
12
DSM share price development
Trading volume DSM shares 2016

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 and risk management.
  • 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', 19 'Borrowings', 27 'Share-based compensation').

Dividend

DSM’s dividend policy is to provide a stable and preferably rising dividend. DSM proposes to increase the dividend to €1.75 per ordinary share for 2016. This will be proposed to the Annual General Meeting of Shareholders to be held on 3 May 2017. An interim dividend of €0.55 per ordinary share having been paid in August 2016, the final dividend would then amount to €1.20 per ordinary share. Dividend in cash will be paid after deduction of 15% Dutch dividend withholding tax. The ex-dividend date is 5 May 2017.


Dividend per ordinary share in €