Nutreco
Other information
Profit appropriation
Statutory regulations concerning appropriation of profits
Distribution of net profit according to the Articles of Association, as stipulated in Articles 29 and 30, can be summarised as follows:
Out of the profits made in the preceding financial year, first of all, if possible, 6.66% shall be distributed, on an annual basis, on the obligatory paid-up portion of the cumulative preference shares ‘A’. Following the first reset of the dividend on 31 December 2003, this percentage will apply as long as the cumulative preference shares ‘A’ are outstanding up to 2010.
If, in the course of any financial year, an issue of cumulative preference shares ‘A’ has taken place, the dividend with respect to that financial year shall be reduced pro rata to the day of issue.
If the profits realised in any financial year should not be sufficient to pay the said percentage, the said percentage shall be paid from the reserves for as much as necessary, provided that such payment is not made out of the share ‘A’ premium account. If the free distributable reserves in any financial year are not sufficient to pay the said percentage, distributions in subsequent years shall apply only after the deficit has been recovered. No further distributions shall be made on the cumulative preference shares ‘A’. If a write-down has taken place against the share ‘A’ premium account, the profits made in subsequent years shall first of all be allocated to compensate for the amounts written down.
Similar to cumulative preference shares ‘A’, cumulative preference shares ‘D’ and cumulative financing preference shares ‘E’, none of which have been issued, carry special rights in respect of the distribution of the net profit.
Of the profit remaining after payment to holders of preference shares ‘A’, ‘D’ and ‘E’, such amounts will be reserved as the Executive Board shall decide, subject to the approval of the Supervisory Board and subject to the adoption of the annual results at the Annual General Meeting of Shareholders.
The profit remaining after the provisions of the previous paragraphs have been met shall be at the free disposal of the General Meeting of Shareholders. In a tie vote regarding a proposal to distribute or reserve profits, the profits concerned shall be reserved.
The Company may distribute profits only if and to the extent that its shareholders’ equity is greater than the sum of the paid and called-up part of the issued capital and the reserves which must be maintained by virtue of the law. Any distribution other than an interim dividend may be made only after adoption of the consolidated financial statements which show that they are justified.
The General Meeting of Shareholders shall be authorised to resolve, at the proposal of the Executive Board, which proposal shall be subject to the approval of the Supervisory Board, to make distributions to the shareholders from the general reserves.
Interim dividends shall automatically be distributed on the cumulative preference shares ‘A’. The Executive Board, subject to the approval of the Supervisory Board, may resolve to declare interim dividends on the other classes of shares, provided that interim dividends on the cumulative preference shares ‘A’ can be distributed.
Dividends are payable as from a date to be determined by the Supervisory Board. This date may differ for distributions on shares, cumulative preference shares ‘A’, cumulative preference shares ‘D’ and for distribution on the series of cumulative financing preference shares ‘E’. Dividends which have not been collected within five years of the start of the second day on which they became due and payable shall revert to the Company.
Subject to the approval of the Supervisory Board and after appointment of the General Meeting of Shareholders, the Executive Board shall be authorised to determine that a distribution on shares, in whole or in part, shall be made in the form of shares in the capital of the Company rather than cash, or that the shareholders, wholly or partly, shall have the choice between distribution in cash or in the form of shares in the capital of the Company. Subject to the approval of the Supervisory Board, the Executive Board shall determine the conditions on which such a choice may be made. If the Executive Board is not appointed as the authorised body to resolve to issue such shares, the General Meeting of Shareholders will have the authority as mentioned hereinbefore on the proposal of the Executive Board and subject to the approval of the Supervisory Board.
Dividend proposal 2009
The General Meeting of Shareholders of 18 May 2006 resolved to fix the annual dividend payout ratio at 35-45% of the net profit for the year attributable to holders of ordinary shares, excluding impairment charges and book results on disposed activities. The dividend will be distributed in cash or as a stock dividend at the shareholder’s option.
The proposed dividend per share amounts to EUR 1.32 (2008: EUR 1.43). The payout ratio amounts to 45% of the total result for the period attributable to equity holders of Nutreco excluding impairment and book gains and losses on divestments. The Company already distributed an interim dividend of EUR 0.20 per ordinary share in August 2009. Following adoption by the General Meeting of Shareholders, the final dividend of EUR 1.12 (2008: EUR 1.03) may be distributed in shares or in cash at the shareholder’s option. The stock dividend will be virtually equal to the cash dividend. The ex-dividend date is 7 April 2010. The exchange ratio will be fixed after the close of trading on 21 April 2010. This ratio will be based on the weighted average share price of the last three days of the option period – 19, 20 and 21 April 2010. Both the cash dividend and the stock dividend will be made available to the shareholders on 27 April 2010.