23. Group equity
The Company’s share capital is classified as equity. It consists of the Company’s ordinary shares and preference shares. The surplus paid by shareholders above the nominal value of shares is recognised as share premium. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. Repurchases of own shares are deducted from retained earnings on a cost basis.
The cost represents the market price paid on the acquisition date. When repurchased shares are sold or re-issued subsequently, any amount received is recognised as an increase in retained earnings, and the resulting surplus or deficit on the transaction remains in retained earnings.
Dividend is recognised as a liability in the period in which it is approved by the Annual General Meeting.
At year-end 2025, the authorised capital of the Group was 400 million ordinary shares (2024: 400 million) and 600 million preference shares (2024: 600 million), all with a nominal value of €0.10 per share (2024: €0.10 per share). All issued shares have been paid in full (only ordinary shares).
23.1 Outstanding shares
|
Number of ordinary shares |
Number of treasury shares |
Number of ordinary shares in issue |
|
|
As at 1 January 2024 |
284,037,876 |
15,059,622 |
268,978,254 |
|
Shares issued |
|||
|
Repurchase of ordinary shares |
- |
16,449,195 |
(16,449,195) |
|
Awarded LTIP shares |
- |
(3,778,374) |
3,778,374 |
|
Dividends |
- |
(7,216,389) |
7,216,389 |
|
As at 31 December 2024 |
284,037,876 |
20,514,054 |
263,523,822 |
|
Shares issued |
|||
|
Repurchase of ordinary shares |
- |
7,222,303 |
(7,222,303) |
|
Awarded LTIP shares |
- |
(900,723) |
900,723 |
|
Cancellation of shares |
(12,037,876) |
(12,037,876) |
- |
|
As at 31 December 2025 |
272,000,000 |
14,797,758 |
257,202,242 |
On 17 May 1993, the Company granted Stichting Aandelenbeheer BAM Groep (‘the Foundation’) a call option to acquire class B cumulative preference shares in the Company’s share capital. This option was granted up to such an amount as the Foundation might require, subject to a maximum of a nominal amount that would result in the total nominal amount of class B cumulative preference shares in issue and not held by the Company equalling no more than 99.9% of the nominal amount of the issued share capital in the form of shares other than class B cumulative preference shares and not held by the Company at the time of exercising of the right referred to above.
The board of directors of the Foundation has the exclusive right to determine whether or not to exercise this right to acquire class B cumulative preference shares.
In 2025, a portion of treasury shares was cancelled as these shares were no longer required following the cessation of stock‑dividend issuances after 2024 and the repurchase and LTIP‑related share movements described in note 23.3 below.
23.2 Dividend
On 8 May 2025, the annual general meeting approved a cash dividend of €0.25 per ordinary share with a scrip alternative. On 6 June 2025, the Group paid €66.0 million in cash (2024: €25.8 million in cash and distributed 7.2 million shares to shareholders that opted for stock dividend).
23.3 Treasury shares
During 2025, the Group repurchased 7.2 million own shares for a total consideration of €50.0 million (2024: €65.5 million), comprising of:
-
the €50 million share buyback (6.8 million shares); and
-
repurchases from employees (0.4 million shares) of a part of the shares that vested under long-term incentive plans to settle their wage tax and social security premiums.
23.4 Dividend proposal
The Company proposes to declare a cash dividend of €0.30 per ordinary share over 2025.
