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Ordinary shares Koninklijke DSM N.V.

Royal DSM N.V. is a company limited by shares listed on the Euronext Stock Exchange in Amsterdam, the Netherlands.

In addition to this official listing of ordinary shares of Koninklijke DSM N.V. (Royal DSM), options on ordinary DSM shares are traded on the European Option Exchange in Amsterdam, the Netherlands ("Euronext.liffe").

American Depositary Receipts (ADR)

In the USA, a sponsored unlisted American Depositary Receipts (ADR) programme is offered by Deutsche Bank Trust Co. Americas (Cusip 780249108), where four ADR's represent the value of one ordinary DSM share.

OTCQX International Premier

As of 6 August 2013 DSM began trading on OTCQX International Premier, a segment of the OTCQX marketplace reserved for world-leading companies that are listed on a qualified international exchange, undergo management reviews and provide their home country disclosure to U.S. investors. Koninklijke DSM N.V.’s American Depositary Receipt (ADR) is listed on OTCQX International Premier under the ticker RDSMY.

Share structure

As set out in its Articles of Association, Royal DSM has two types of shares; the ordinary shares listed on the Euronext Stock Exchange and two classes of Cumulative Preference shares, series A (Cumprefs A) and B (Cumprefs B). At this time Cumulative Preference shares series B are not issued.

  • issued as at 31 December 2020: 181,425,000 shares1.
  • outstanding as at 31 December 2020: 172,219,339 shares.
  • total outstanding as at 31 December 2020: 216,259,339 shares (Ordinary & Cumprefs).
  • nominal value of €1.50 per share.
  • no certificates on these shares are issued, the voting rights are not limited.
  • listed on the stock market at NYSE Euronext stock exchange in Amsterdam.

1) On 29 April 2021 DSM confirmed the cancellation of 6,638,971 ordinary shares held in treasury, thereby reducing the total number of issued ordinary shares to 174,786,029.

As at 31 December 2020 44.04 million cumulative preference shares A (Cumprefs A) are in issue and placed with three Dutch institutional investors. Cumprefs A's are not listed on any stock market.

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 Cumulative Preference Shares A are, in accordance with article 32, section 3, of the Articles of Association, entitled to a dividend for the financial year 2020 which is equivalent to the dividend yield of the ordinary shares over 2020, which is 1.94%. This percentage may be increased or decreased by a mark-up or discount of no more than one hundred (100) basis points, to be determined by the Managing Board in consultation with the Supervisory Board. The Managing Board, in consultation with the Supervisory Board, decided to use their discretionary option and to set the dividend percentage on the Cumulative Preference Shares A for 2020 at 2.94%. As the basis for the computation of the dividend on the Preference Shares A amounts to €5.2942 per share, the total dividend for 2020 equals to €0.1556 per share.

  • are not issued nor outstanding at this time.
  • by virtue of DSM's Articles of Association, 375,000,000 cumulative preference shares B can be issued.
  • the DSM Preference Shares Foundation has the right to acquire such preference shares (call option) to a maximum corresponding to 100% of the capital issued in any form other than preference shares B, less one.
  • the DSM Preference Shares Foundation is independent in accordance with the requirement laid down in Appendix X to the Listing and Issuing Rules of Euronext.

Shareholder base

Under the Dutch Financial Markets Supervision Act, shareholdings of 3% or more in any Dutch company must be disclosed to the Dutch Authority for the Financial Markets (AFM).

According to the register kept by the AFM the following shareholders disclosed that they have a direct or indirect (potential) interest between 3% and 10% in DSM’s total share capital on 31 December 2020:

  • Artisan Investments GP LLC
  • ASR Nederland N.V.
  • BlackRock, Inc.
  • Capital Research and Management Company and EuroPacific Growth Fund
  • NN Group N.V.
  • Rabo Participaties B.V.

Development of the number of ordinary shares in 2020

  2020 2019
  Issued Repurchased Outstanding Outstanding
Balance at 1 January 181,425,000 8,976,245 172,448,755 175,650,575
Changes:        
Reissue of shares in connection with share-based payment plans 0 -1,460,174 1,460,174 3,395,405
Repurchase of shares 0 2,876,035 -2,876,035 -7,962,936
Dividend in the form of ordinary shares 0 -1,186,445 1,186,445 1,365,711
Balance at 31 December 181,425,000 9,205,661 172,219,339 172,448,775

Share price on Euronext Amsterdam (€ per ordinary share) in 2020

  2020 2019
Highest closing price 148.55 117.90
Lowest closing price 87.52 69.54
At 31 December 140.80 116.10
Market capitalization at 31 December* 25,545 21,063

* source Bloomberg

Geographical spread of ordinary shares 2013 - 2020

in % (excluding cumprefs A) 2020 2019 2018 2017 2016 2015 2014 2013
North America 39 39 38 37 39 34 32 26
United Kingdom 16 17 16 18 17 14 12 18
Netherlands 10 12 14 15 16 17 20 21
France 12 11 11 9 7 7 8 9
Germany 4 4 5 5 4 5 5 7
Switzerland 5 4 4 4 5 6 7 5
Asia Pacific 4 4 5 4 4 5 4 5
Other 10 9 7 8 8 12 12 9
Total 100 100 100 100 100 100 100 100

Bearer shares

On 27 April 2006, all bearer shares (‘aandelen aan toonder’) in DSM’s issued share capital were converted into registered shares (‘aandelen op naam’) (pursuant to an amendment of the Articles of Association made at the time). In order to exercise the rights vested in the shares, holders of former bearer shares were required to hand in their bearer share certificates (‘aandeelbewijzen’) to DSM.

Deadline to exchange bearer shares

Pursuant to an amendment of Section 2:82 of the Dutch Civil Code (DCC) in 2019, DSM shareholders who still have not handed in their bearer share certificates will lose any entitlement to exchange their bearer share certificates for a replacement share as of 2 January 2026.

In accordance with Section 2:391(2) DCC, DSM hereby gives notice of the following:

  • (i) A shareholder may not exercise the rights vested in a share until after he/she has handed in his/her bearer share certificates to DSM.
  • (ii) A bearer share certificate which was not handed in to DSM on or before 31 December 2020 has become void and the share represented by the bearer share certificate have been acquired by DSM for no consideration, irrespective of whether DSM’s Articles of Association allow the acquisition of its own shares. Section 2:98a (3) DCC does not apply to this acquisition. DSM shall be registered as the shareholder thereof in DSM’s shareholders register. DSM shall hold the shares until the end of the period mentioned in (iii) below.
  • (iii) A shareholder who hands in a bearer share certificate to DSM no later than five years after the acquisition mentioned in (ii) above, therefore no later than 1 January 2026, is entitled to receive from DSM a replacement registered share provided that this share is registered in DSM’s shareholders register in the name of a central securities depository, and DSM will instruct the shareholder’s bank to credit the share in a securities account in the name of holder of the bearer share certificate.

The procedure described above follows from Section 2:82(3) up to and including (9) DCC, whose provisions apply.

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