Other information
2.5.1
Result appropriation scheme under the articles of association
Article 28 of the articles of association of the company reads as follows:
28.1 With the prior consent of the Board of Supervisory Directors the Board of Directors is authorised to reserve a part of the profit that has been established through adoption of the annual accounts.
28.2 That which remains of the profit after application of the aforementioned paragraph is at the disposal of the General Meeting and the General Meeting is, on the proposal of the Board of Directors, authorised to appropriate the said profit and to determine distributions. To the extent that profit is paid out, more than the statutory interest at the time that the dividend is established cannot be paid out on the Preference Shares. The dividend is calculated over the paid-up part of the nominal amount.
28.3 The Board of Directors is authorised to establish distributions to the extent that the equity exceeds the reserves that must be kept by law. The Board of Directors shall not resolve to establish a distribution if it knows or should within reason anticipate that after the distribution the company shall no longer be able to continue payment of its payable debts.
28.4 A resolution that extends to distribution requires the consent of the Board of Supervisory Directors.
28.5 Upon the calculation of each distribution the shares that the Company holds in its own share capital are not taken into account.
28.6 Upon the calculation of the amount that shall be paid out on each share only the amount of the compulsory payments on the nominal amount of the shares is taken into account. It is possible to deviate from the previous sentence, each time with consent of all Shareholders.
28.7 Unless the Board of Directors establishes a different time distributions on shares are payble immediately after establishment of the distribution.
28.8 The claim of a Shareholder on account of this article expires after a period of five years has lapsed.
2.5.2
Proposal for profit appropriation
During the General Meeting on 15 April 2016 the proposal is to distribute a dividend of € 0.23299 per nominal share of € 1.00 shall be submitted for approval. This is 50% of the normalised profit after taxes attributable to the shareholders.
Underlying principle for the dividend policy of ForFarmers B.V. is to make available a dividend pay-out ratio between 40%-50% of the result after tax attributable to the shareholders of the Company. The incidental income from the sale of assets (2015: 1,378 thousand) or profits of non-consolidated subsidiaries with a pay-out ratio lower than the ForFarmers’s (2015: -) ratio are excluded from the dividend calculation.
This method takes into account the strategy and a healthy balance sheet structure. Within these principles, ForFarmers B.V. aims for a stable development of the cash dividend paid to its shareholders. The Company will only make payments to the shareholders entitled to the distributable profit in so far as
- the company can continue to pay its outstanding debts after the distribution (the so-called distribution test), and
- the shareholders’ equity exceeds the legal reserves and statutory reserves under the articles of association to be maintained (the so-called balance sheet test).
If the distribution or the balance sheet test is not passed, then management will not approve the distribution. Preliminary tests revealed no indications that the proposed distribution of dividend will not be possible, but these tests have to be finalized (and management has to approve the distribution) prior to the actual payment of the dividend.
2.5.3
Events after the reporting period
No events have occurred.
2.5.5
Overview financial history
|
IFRS
|
IFRS
|
Dutch GAAP
|
Dutch GAAP
|
Dutch GAAP
|
Dutch GAAP
|
Consolidated statement of financial postition
|
2015
|
2014
|
2014
|
2013
|
2012
|
2011 1)
|
|
Intangible assets
|
89,202
|
77,348
|
74,455
|
54,312
|
50,047
|
-
|
Tangible fixed assets
|
197,731
|
190,274
|
205,882
|
202,391
|
200,043
|
73,287
|
Financial fixed assets
|
36,203
|
34,727
|
21,365
|
21,184
|
32,572
|
15,197
|
Non-current assets
|
323,136
|
302,349
|
301,702
|
277,887
|
282,662
|
88,484
|
|
Inventories
|
89,771
|
83,866
|
88,484
|
99,977
|
111,436
|
273,510
|
Trade and other receivables
|
236,041
|
234,626
|
236,907
|
249,808
|
341,641
|
262,794
|
Cash and cash equivalents
|
88,293
|
77,729
|
80,925
|
146,840
|
80,916
|
81,353
|
Current assets
|
414,105
|
396,221
|
406,316
|
496,625
|
533,993
|
617,657
|
|
Total assets
|
737,241
|
698,570
|
708,018
|
774,512
|
816,655
|
706,141
|
|
Equity
|
402,511
|
363,879
|
360,593
|
338,367
|
322,904
|
276,668
|
Non-controlling interests
|
4,643
|
4,363
|
4,363
|
4,328
|
4,199
|
44,790
|
Total equity
|
407,154
|
368,242
|
364,956
|
342,695
|
327,103
|
321,458
|
|
Provisions
|
82,939
|
88,751
|
93,413
|
85,603
|
97,518
|
14,218
|
|
Non-current liabilities
|
52,967
|
49,749
|
54,136
|
129,251
|
156,268
|
2,152
|
|
Current liabilities
|
194,181
|
191,828
|
195,513
|
216,963
|
235,766
|
368,313
|
|
Total liabilities
|
737,241
|
698,570
|
708,018
|
774,512
|
816,655
|
706,141
|
|
Capital employed
|
461,758
|
420,258
|
417,396
|
493,956
|
508,971
|
503,873
|
|
Net debt
|
-33,689
|
-25,714
|
-24,122
|
8,749
|
105,151
|
145,852
|
|
Solvency ratio
|
54.6%
|
52.1%
|
50.9%
|
43.7%
|
39.5%
|
39.2%
|
|
IFRS
|
IFRS
|
Dutch GAAP
|
Dutch GAAP
|
Dutch GAAP
|
Dutch GAAP
|
Consolidated statement of profit or loss
|
2015
|
2014
|
2014
|
2013
|
Pro forma 1) 2012
|
Pro forma 1) 2011
|
|
Revenue
|
2,244,470
|
2,221,281
|
2,292,014
|
2,472,172
|
2,497,914
|
816,361
|
Cost of raw materials and consumables
|
-1,820,266
|
-1,827,551
|
-1,883,928
|
-2,081,803
|
-2,097,021
|
-697,270
|
Gross profit
|
424,204
|
393,730
|
408,086
|
390,369
|
400,893
|
119,091
|
Other operating income
|
3,380
|
6,522
|
6,619
|
4,581
|
8,330
|
4,713
|
Employee benefit expenses
|
-148,479
|
-129,001
|
-138,537
|
-124,466
|
-129,437
|
-39,932
|
Depreciation and amortization
|
-26,038
|
-23,788
|
-28,958
|
-25,866
|
-23,180
|
-9,746
|
Other operating expenses
|
-189,017
|
-184,899
|
-188,109
|
-201,189
|
-198,357
|
-51,302
|
Operating profit
|
64,050
|
62,564
|
59,101
|
43,429
|
58,249
|
23,824
|
Financial income
|
2,864
|
3,074
|
2,435
|
2,627
|
3,102
|
2,776
|
Financial expenses
|
-5,426
|
-7,684
|
-8,110
|
-4,907
|
-7,133
|
-495
|
Net finance costs
|
-2,562
|
-4,610
|
-5,675
|
-2,280
|
-4,031
|
4,281
|
Profit before tax
|
61,488
|
57,954
|
53,426
|
41,149
|
54,218
|
26,105
|
Income tax expense
|
-14,879
|
-13,590
|
-13,584
|
-11,333
|
-14,626
|
-3,575
|
Share of profit of equity-accounted investees, net of tax
|
4,681
|
4,664
|
-
|
1,795
|
852
|
-
|
Profit for the year
|
51,290
|
49,028
|
39,842
|
31,611
|
40,444
|
22,530
|
Non-controlling interests
|
-583
|
-888
|
-888
|
-489
|
-1,258
|
-1,014
|
Profit attributable to owners of the company
|
50,707
|
48,140
|
38,954
|
31,122
|
39,186
|
21,516
|
|
Compound feed (x million tonnes)
|
6.36
|
6.36
|
6.49
|
6.35
|
6.25
|
2.48
|
Single feed (x million tonnes)
|
0.51
|
0.49
|
0.49
|
0.38
|
0.67
|
0.06
|
Roughages and DML (x million tonnes)
|
2.13
|
1.83
|
1.83
|
1.66
|
1.71
|
0.51
|
Other (x million tonnes)
|
0.09
|
0.08
|
0.08
|
0.08
|
0.07
|
0.07
|
Volume Total Feed (x million tonnes)
|
9.09
|
8.76
|
8.89
|
8.47
|
8.70
|
3.12
|
|
Number of employees at year-end (in fte's)
|
2,370
|
2,343
|
2,286
|
2,214
|
2,194
|
674
|
|
Operating result before depreciation (EBITDA)
|
90,088
|
86,352
|
88,059
|
69,295
|
81,429
|
33,570
|
Operating result before depreciation (EBITDA) as % of revenue
|
4.0%
|
3.9%
|
3.8%
|
2.8%
|
3.3%
|
4.1%
|
Operating result before depreciation (EBITDA) as % of gross profit
|
21.2%
|
21.9%
|
21.6%
|
17.8%
|
20.3%
|
28.2%
|
|
Operating result (EBIT)
|
64,050
|
62,564
|
59,101
|
43,429
|
58,249
|
23,824
|
Operating result (EBIT) as % of revenue
|
2.9%
|
2.8%
|
2.6%
|
1.8%
|
2.3%
|
2.9%
|
|
Dividend (€ million)
|
24.7
|
18.7
|
18.7
|
14.4
|
|
|
|
Dividend per share (€)
|
0.233
|
0.176
|
0.176
|
0.136
|
|
|
|
IFRS
|
IFRS
|
Dutch GAAP
|
Dutch GAAP
|
Dutch GAAP
|
Dutch GAAP
|
Consolidated statement of profit or loss
|
2015
|
2014
|
2014
|
2013
|
2012 1)
|
2011 1)
|
|
Revenue
|
2,244,470
|
2,221,281
|
2,292,014
|
2,472,172
|
6,561,518
|
5,200,158
|
Cost of raw materials and consumables
|
-1,820,266
|
-1,827,551
|
-1,883,928
|
-2,081,803
|
-6,219,439
|
-5,055,905
|
Gross profit
|
424,204
|
393,730
|
408,086
|
390,369
|
342,079
|
144,253
|
Other operating income
|
3,380
|
6,522
|
6,619
|
4,581
|
8,058
|
7,412
|
Employee benefit expenses
|
-148,479
|
-129,001
|
-138,537
|
-124,466
|
-109,813
|
-51,174
|
Depreciation and amortization
|
-26,038
|
-23,788
|
-28,958
|
-25,866
|
-19,420
|
-10,475
|
Other operating expenses
|
-189,017
|
-184,899
|
-188,109
|
-201,189
|
-157,762
|
-57,203
|
Operating profit
|
64,050
|
62,564
|
59,101
|
43,429
|
63,142
|
32,813
|
Financial income
|
2,864
|
3,074
|
2,435
|
2,627
|
2,807
|
2,776
|
Financial expenses
|
-5,426
|
-7,684
|
-8,110
|
-4,907
|
-10,269
|
-6,933
|
Net finance costs
|
-2,562
|
-4,610
|
-5,675
|
-2,280
|
-7,462
|
-4,157
|
Profit before tax
|
61,488
|
57,954
|
53,426
|
41,149
|
55,680
|
28,656
|
Income tax expense
|
-14,879
|
-13,590
|
-13,584
|
-11,333
|
-13,133
|
-4,570
|
Share of profit of equity-accounted investees, net of tax
|
4,681
|
4,664
|
-
|
1,795
|
13,427
|
-111
|
Profit for the year
|
51,290
|
49,028
|
39,842
|
31,611
|
55,974
|
23,975
|
Non-controlling interests
|
-583
|
-888
|
-888
|
-489
|
-3,274
|
-2,048
|
Profit attributable to owners of the company
|
50,707
|
48,140
|
38,954
|
31,122
|
52,700
|
21,927
|
|
Number of employees at year-end (in fte's)
|
2,370
|
2,286
|
2,343
|
2,214
|
2,194
|
884
|
|
Operating result before depreciation (EBITDA)
|
90,088
|
86,352
|
88,059
|
69,295
|
82,562
|
43,288
|
Operating result before depreciation (EBITDA) as % of revenue
|
4.0%
|
3.9%
|
3.8%
|
2.8%
|
1.3%
|
0.8%
|
Operating result before depreciation (EBITDA) as % of gross profit
|
21.2%
|
21.9%
|
21.6%
|
17.8%
|
24.1%
|
30.0%
|
|
Operating result (EBIT)
|
64,050
|
62,564
|
59,101
|
43,429
|
63,142
|
32,813
|
Operating result (EBIT) as % of revenue
|
2.9%
|
2.8%
|
2.6%
|
1.8%
|
1.0%
|
0.6%
|
|
Dividend (€ million)
|
24.7
|
18.7
|
18.7
|
14.4
|
12.1
|
6.4
|
|
Dividend per share (€)
|
0.233
|
0.176
|
0.176
|
0.136
|
0.115
|
0.061
|