Annual General Meeting
The Annual General Meeting of Shareholders 2020 was held on Wednesday, 24 June, at 2.00pm
- Submitted questions and answers AGM 2020 – Stichting Rechtsbescherming Beleggers
- Submitted questions and answers AGM 2020 – Add Value Fund
- Submitted questions and answers AGM 2020 – Mr. H. Rienks
- Submitted questions and answers AGM 2020 – Vereniging van Effectenbezitters
Appendix 2 - Proposal to amend Kendrion NV's Articles of Association
Authorised share capital
The authorised share capital of Kendrion N.V. as at 31 December 2019 amounts to EUR 80,000,000 and is divided into 40,000,000 ordinary shares with a nominal value of EUR 2.00 each. At year-end 2019, the total number of ordinary shares issued was 14,933,984. There is one class of ordinary shares and no depositary receipts for shares have been issued. Kendrion’s ordinary shares are listed on NYSE Euronext Amsterdam Small Cap Index (AScX).
| Movements in the number of outstanding shares | Shares entitled to dividend | Shares owned by Kendrion | Shares owned by Kendrion |
| At 1 January 2019 | 13,396,013 | 178,852 | 13,574,865 |
| Issued shares (share dividend) | 159,923 | (159,923) | - |
| Issued registered shares (share plan) | 1,633 | - | 1,633 |
| Delivered shares | 162 | (162) | - |
| Repurchased shares | (397,276) | 397,276 | - |
| At 31 December 2019 | 14,753,533 | 180,451 | 14,933,984 |
Dividend Policy
We endeavour to realise an attractive return for our shareholders supported by a sustainable dividend policy. With a view to safeguard a healthy financial position, consideration is also given to the amount of profit to be retained to support our medium-term and long-term strategic plans and to maintain a minimum solvency ratio of 35%. We strive to distribute dividends representing between 35% and 50% of our net profit. In principle, we offer shareholders the opportunity to opt for dividends in cash or in the form of ordinary shares in Kendrion N.V.’s capital.
According to press release published on 7 April 2020, given the lack of visibility over the likely duration of the COVID-19 pandemic, and to further protect Kendrion's cash position, Kendrion has withdrawn the proposal to pay dividends of EUR 0.25 cents per ordinary share in 2020.
Read the press release Update on the impact from COVID-19 on Kendrion
Share Buyback Programme
Share buyback programme cancelled
On 5 November 2019 we cancelled our share buyback programme of 625,000 shares. See announcements Third quarter results 2019 and INTORQ Acquisition.
Up to 4 November 2019, 235,592 shares have been repurchased for a total amount of EUR 4.2 million. Repurchased shares were not cancelled. An overview of all transactions is provided below.
Major Shareholders
In line with legislation, shares transactions of the members of our Executive Board have been reported to the Financial Markets Authority (AFM). This information can be consulted on the AFM's website (www.afm.nl).
Pursuant to the Netherlands Financial Supervision Act, we are aware, on the basis of the information in the registers of the Netherlands Authority for the Financial Markets (AFM), that the following shareholders possessed an interest of more than 3% on 26 May 2020:
| Shareholder | Interest in % | Date of report |
| Teslin Participaties Coöperatief U.A. | 15.14 | At 14 June 2019 |
| NN Group N.V. | 9.96 | At 20 June 2019 |
| Kempen Capital Management N.V. | 10.07 | At 26 May 2020 |
| Cross Options Beheer B.V. | 5.37 | At 8 May 2017 |
| Monolith N.V. | 5.00 | At 17 July 2019 |
| T. Rowe Price Group, Inc. | 4.97 | At 5 May 2017 |
| FIL Limited | 5.00 | At 1 October 2019 |
| Invesco Limited | 5.42 | At 15 May 2020 |
| Total | 60.93% |
Debt Facilities
On 24 July 2018 Kendrion entered into a new five-year EUR 150 million multicurrency revolving loan facility with a consortium of three lenders (ING Bank, Deutsche Bank and HSBC) to refinance the majority of its existing financing arrangements. The arrangement includes an (accordion) option to increase the facility by a maximum of EUR 75 million and the possibility to attract additional alternative sources of debt funding in the future. The facility may be utilised for general corporate purposes, including the financing of acquisitions. Financial covenant agreed is a debt cover ratio of less than 3.0. Upon the realisation of an acquisition, the leverage ratio can be temporarily increased to 3.5. At the inception date of the new facility approximately EUR 75 million is utilised. No security is provided in relation to the EUR 150 million multicurrency revolving loan facility.
For further information regarding financing we refer to our annual and interim reports.
Repurchase of Own Shares
The Executive Board is authorised for a period of 18 months from 8 April 2019, consequently until 8 October 2020, to acquire shares in Kendrion N.V., subject to the approval of the Supervisory Board and within the limits prescribed by Kendrion's Articles of Association and the statutory provisions, of an amount to a maximum of 10% of the issues share capital at the time of the General Meeting of Shareholders held on 8 April 2019, either by purchase on the stock exchange or otherwise, at a price that does not exceed 110% of the opening price quoted on the Euronext Amsterdam on the day of the purchase of the shares or, in the absence of an opening price, the most recent price quoted on the stock exchange.