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Dividend Reinvestment And Stock Purchase Plan

Description of the Plan

What are the benefits of the Plan?

Who is eligible to participate?

How does the Plan work?

How do I enroll?

How may a Participant change options under the Plan?

Are there any expenses to Participants in connection with purchases under the Plan?

Will there be tax reporting?

How do I terminate my participation in the Plan?

Dividend Reinvestment and Stock Purchase Agreement


Description of the Plan

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What is the purpose of the Plan?

The Dividend Reinvestment and Stock Purchase Plan (“Plan”) offers you an opportunity under the Dividend Reinvestment Option (“Option I”) to purchase Common Shares of Ferro Corporation (the “Company”) with all or a portion of your dividends. Under the Stock Purchase Option (“Option II”) you may purchase Common Shares with cash payments ranging from a minimum of $10 to a maximum of $3,000 monthly, although you may make cash payments less frequently if you wish. Both Options in the Plan are offered through Computershare. These Options have been designed for you as a shareholder of the Company whether you own many Common Shares or just a few. You may choose either Option or both. Details of the Plan, the Options, and their benefits to you as a shareholder of the Company are outlined here.

What are the benefits of the Plan?

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  • You do not pay a commission as you would if you invested through a broker. Your money is invested in full and fractional shares, and the Company pays the service charges and the brokerage commissions for purchases under both Option I and Option II. However, you will incur brokerage commissions and sales fees on shares sold under the Plan.
  • You will receive an acknowledgment from Computershare each time you send cash to invest. You also will receive a statement from Computershare each time your dividends or cash payments are invested.
  • Your dollars are invested in full and fractional shares to three decimal places.
  • You may reinvest all or a part of your dividends.
  • All Common Shares purchased through the Plan are held by Computershare for you as beneficial owner, in the name of a nominee. This convenience provides protection against certificates being lost, misplaced or stolen.
  • Even small dividend checks may be fully utilized.
  • The Plan is entirely voluntary, and you may terminate your participation at any time.
  • You may send Computershare your other Ferro share certificates for safekeeping, free of charge.
  • You maintain the voting rights on full and fractional shares in the Plan.
Who is eligible to participate?

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If you are a holder of shares and your shares are registered in your name, you are eligible to participate in the Plan. If your shares are registered in a name other than your own and you would like to participate, you must make arrangements with your broker, bank or other entity acting in a representative capacity to have all or a portion of your shares transferred into your name.

How does the Plan work?

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Option I Dividend Reinvestment Option

Under this Option, you authorize the Company to pay all of your dividends or, if you prefer, part of your dividends, to Computershare for the purchase of Common Shares. When Computershare makes the purchase, your account is credited with the number of full and fractional shares purchased with your dividends at the prevailing market price. Fractional shares are carried to three decimal places. All full and fractional shares in your account will earn future dividends for you, thereby further increasing your shareholdings in the Company. Dividends and cash payments held by Computershare on dividend payment dates will be invested promptly.

Option II Stock Purchase Option

If you take advantage of this Option, you may send Computershare a check or money order payable to “Computershare” in any amount from $10 to $3,000, along with instructions for Computershare to purchase Ferro Corporation Common Shares for your account. Please be certain to include your name, address and Social Security (or taxpayer identification) number along with any communication to Computershare.

You may do this time to time as you wish, but not more frequently than once a month. Computershare will purchase shares and credit your account with such purchases. Cash payments will be invested on or about the first business day of each month. You may wish to time your cash payments accordingly. No interest will be paid on the uninvested cash that remains in your account between monthly purchases.

Under Option II, you will continue to receive your dividend checks on Common Shares of the Company registered in your name, unless you also elect to participate in Option I. Dividends on shares purchased through Option II and held by Computershare will be reinvested automatically.

Option III Both Options

Under both Options, Computershare will combine dividends received on record shares and on issued shares for a participant’s (“Participant”) account with any cash payments made by the Participant.

Each time funds are invested, you will receive a detailed statement of your account, showing dividends and any cash payments received, shares purchased, price per share and total shares held for you by Computershare. Your statement will include a detachable form to be used to give Computershare notice of a change of address, to provide instructions for the sale or withdrawal of shares, to make cash payments under Option II, or to terminate your participation in the Plan.

For your convenience, Computershare will retain your shares for you, unless you request a share certificate. You may terminate your participation in either Option at any time as provided in the Dividend Reinvestment and Stock Purchase Plan Agreement (“Agreement”). Should you terminate your participation, you will receive share certificates issued in your name for your full shares and cash for the fractional shares sold for your account. You also may elect to have all of your shares sold and receive cash upon termination of your participation. You will incur brokerage commissions on shares sold under the Plan.

As a Participant in the Plan you may direct the voting of all full and fractional shares in your account and will continue to receive all literature sent to shareholders of the Company.

How do I enroll?

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As a shareholder of record, you may enroll in the Plan by completing and signing a Plan authorization card, checking Option I or Option II or Option III, and returning it to Computershare at the address shown below. Computershare requires original signed copies of the authorization card, therefore completed cards must be mailed and may not be faxed.

    Computershare
    P.O. Box 43078
    Providence, RI 02940-3078
    Toll Free: 800-622-6757 (U.S., Canada & Puerto Rico)
    Toll: 781-575-4735 (International)
    E-mail: web.queries@computershare.com
Option I will begin on the next dividend record date after your card is received.

Ferro’s regular quarterly dividends are usually payable to shareholders of record on the 15th day of February, May, August and November.

Ferro’s dividends are usually paid on the 10th day of March, June, September and December. When the 10th day is a Saturday, Sunday or holiday, the dividend is usually paid on the closest preceding business day.

Option II will start when your first remittance is received.

How may a Participant change options under the Plan?

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As a Participant, you may change your investment option at any time by completing a new Authorization Card and returning it to the Plan Administrator, Computershare, at the address shown.

Are there any expenses to Participants in connection with purchases under the Plan?

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Participants incur no service charges or brokerage commissions for purchases made under the Plan. However, Participants will incur brokerage commissions and a sales fee on shares sold under the Plan.

Will there be tax reporting?

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Cash dividends are taxable even though they are reinvested. The statement prepared for you at the end of each calendar year will indicate the total amount of dividends paid on the shares held in your account. This amount should be reported on your income tax return. All statements pertaining to your account should be retained for the purpose of computing income tax upon the sale of any shares held in your account. A Form 1099DIV will be sent to you annually reporting the dividend earned for that year. A Form 1099B will be sent to you if you sold shares under the Plan.

How do I terminate my participation in the Plan?

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You may terminate your account at any time by notifying Computershare in writing. See the Agreement below for details and specific instructions.

Dividend Reinvestment and Stock Purchase Agreement

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1. Computershare, as agent for the Participant, will:
  1. Apply cash dividends on all, or any part of, the Common Stock of the Company held by the Participant and on any full shares or fractional interest in one share (to three decimal places) acquired through Option I and/or
  2. Apply cash payments of $10 to $3,000 (but not more than once a month) received from the Participant for such purpose under Option II, as the Participant may elect, to the purchase of full and fractional Common Shares of the Company for the Participant’s account. Such purchases may be made on any securities exchange where such shares are traded, in the over-the-counter market, or in negotiated transactions, and may be on such terms as to price, delivery, and otherwise as Computershare, in its sole discretion, may determine.
2. In making purchases for the Participant’s account, Computershare may commingle the Participant’s dividends and cash payments with those of other Participants. In the case of each purchase, the price at which Computershare shall be deemed to have acquired shares for the Participants’ accounts shall be the average price of all shares purchased by it from funds used for such purchase. Computershare may hold the shares of all Participants together in its name or in the name of its nominee. Computershare shall have no responsibility as to the market value of the Common Shares of the Company acquired for the Participant’s account. Dividends will be reinvested by Computershare promptly after the dividend payable date, and in no event will dividends or cash payments be invested by Computershare later than the fifteenth day of the month following receipt. It is understood that, in any event, Computershare shall have no liability in connection with inability to purchase shares for reasons beyond Computershare’s control. Participants’ funds held by Computershare will not bear interest. A Participant may withdraw any cash payment by written notice providing that the notice is received by Computershare not less than two business days before the payment is to be invested.

3. Following each purchase, Computershare will send to each Participant an information statement concerning the transaction and showing the current shares in the account.

4. No certificates will be issued to the Participant for shares in the account unless the Participant so requests Computershare in writing or unless the account is terminated. The participant may request that a certificate be sent to the Participant for full shares credited to the account without terminating the account. Requests for account terminations will be processed by Computershare without charge to the Participant. No certificate for a fractional share will be issued.

5. All of Computershare’s service charges and all brokerage commissions for each share purchase will be paid by the Company on behalf of the Participants. However, Participants will incur brokerage commissions and a sales fee on shares sold under the Plan. Computershare may charge for any additional services it performs at the request of the Participant which are not provided for herein.

6. It is understood that the reinvestment of dividends does not relieve the Participant of his or her obligation to pay any taxes due on such dividends. Computershare will report annually to each Participant and to the federal government the amount of dividends credited to the Participant’s account during the year and any sales transactions.

7. Computershare will send to every Participant a form of proxy representing the Common Shares of the Company held by the Participant in his or her account. If a Participant does not direct Computershare as to how to vote the shares, Computershare will not vote them.

8.
  1. A Participant may terminate his or her account at any time by notifying Computershare. All dividends having a record date after receipt of such letter will be paid directly to the Participant. In requesting termination, a Participant may elect to receive either shares or cash for the full shares in the account. If cash is elected, Computershare will sell such shares and send the net proceeds to the Participant as soon as practicable less any brokerage commissions. If no election is made in the request for termination, a certificate for all full shares held in the Participant’s account will be issued.
  2. Computershare may terminate any Participant’s account at any time at its discretion.
  3. In any case, the Participant will receive cash in lieu of any fractional interest in a share at the then current market value of Common Shares of the Company.
  4. If a Participant in Option I of the Plan disposes of all shares registered in his or her name on the books of the Company, and such disposal occurs after a dividend record date so that Computershare thereafter receives a dividend payment, then Computershare at its discretion may continue to reinvest the dividends paid on the shares in the Participant’s account until otherwise notified in writing by the Participant.
  5. The Participant may sell part of the shares or request partial delivery of the shares in his or her account without terminating the account. Brokerage commissions on shares sold under the Plan will be incurred by the Participant.
9.
  1. It is understood that stock splits or proceeds of sale of stock purchase rights on shares held for the Participant under the Plan will be credited to the Participant’s account.
  2. It is further understood that dividends on shares belonging to the Participant under Option I will be credited to the Participant’s account.
10. The Participant may elect to send Computershare the Participant’s other Company share certificates for safekeeping by Computershare without charge to the Participant. Since they bear the risk of loss during transit, Participants are advised to send certificates by registered mail, properly insured, return receipt requested. Such certificates should not be endorsed.

11. Computershare shall not be liable hereunder for any act or failure to act, including without limitation, any claim of liability (a) arising out of a failure to terminate the Participant’s account upon such Participant’s death or adjudication of incompetency prior to receipt of notice in writing of the death or incompetency; (b) with respect to the prices at which such shares are purchased or sold for a Participant’s account; and (c) certificates which are sent by the Participant to Computershare and are lost in transit prior to receipt by Computershare.

12. The Participant agrees to notify Computershare promptly in writing of any change of address. Notices to the Participant may be given by letter addressed to the Participant at the last known address as reflected by the records of Computershare.

13. This Agreement may be amended, modified, or supplemented at any time by Computershare with thirty (30) days’ prior notice to the Participant of such amendment, modification, or supplement, mailed to the Participant at the last known address as reflected by the records of Computershare.

14. This Agreement, the authorization card signed by the Participant (which is deemed a part of this Agreement), and the account shall all be governed by and construed in accordance with the laws of the State of Ohio and the rules and regulations of the Securities and Exchange Commission as they may be changed or amended from time to time.

FERRO
1000 Lakeside Avenue
Cleveland, Ohio 44114-1183
216-641-8580

Agent:

Computershare
P.O. Box 43078
Providence, RI 02940-3078
Toll Free: 800-622-6757 (U.S., Canada & Puerto Rico)
Toll: 781-575-4735 (International)
E-mail: web.queries@computershare.com