Dividend
PostNL N.V., having its official seat in The Hague, the Netherlands
Announcement Interim Dividend 2011
The Board of Management of PostNL N.V. has decided, with the approval of the Supervisory Board, to declare an interim dividend 2011 of €0.214 (of which €0.017 relates to the dividend receivable from TNT Express N.V.) per ordinary share with a nominal value of €0.48 per share. This level represents 50% of the minimum dividend of €150 million annually, and the dividend receivable from TNT Express NV, in line with PostNL’s stated dividend guidelines. As per 4 August 2011, the nominal value per ordinary share was reduced to €0.08 per share.
The interim dividend is payable, at the shareholder’s election, either wholly in ordinary shares PostNL or wholly in cash. The election period is from 9 August 2011 to 25 August 2011, inclusive.
To the extent that the dividend is paid in shares it will be paid free of withholding tax and it will in principle be sourced from the additional paid-in capital that is recognised for Dutch dividend withholding tax purposes. The cash dividend will be paid out of the remaining additional paid-in capital (after deduction of 15% withholding tax).
The ratio of the value of the stock dividend to that of the cash dividend will be determined on 25 August 2011, after the close of trading on NYSE Euronext by Euronext Amsterdam (“Euronext”), based on the volume-weighted average price (“VWAP”) of all PostNL shares traded on Euronext over a three trading day period from 23 to 25 August 2011, inclusive. The value of the stock dividend, based on this VWAP, will, subject to rounding, be targeted at but not lower than the cash dividend. There will be no trading in the stock dividend rights.
The following timetable applies:
| date | |
|---|---|
| 9 August 2011 | ex-dividend date |
| 11 August 2011 | record date |
| 9 August 2011 to
25 August 2011 inclusive | election period |
| 25 August 2011
(after close of trading) | determination conversion ratio |
| 30 August 2011 | dividend payment in cash or delivery of shares |
Shareholders are requested to notify ING Bank N.V. Amsterdam (e-mail: iss.pas@ing.nl, fax +31 20 563 6959) via their bank or broker, of their choice within the election period.
If no choice is made known within the above mentioned election period, the interim dividend will be paid out in shares. Thereafter your bank or broker will be requested to deliver the dividend rights to ING Bank N.V. at the latest on 25 August 2011 (before close of trading on Euronext).
Dividend payment in cash or delivery of shares, as the case may be, shall take place as of 30 August 2011. Delivery of shares to your bank or broker will occur based on the total amount of dividend rights delivered on 25 August 2011 only, whereby a possible remaining fraction will be settled in cash.
Upon conversion of dividend rights a commission will be paid to the institutions admitted to Euronext, so that conversion shall, in principle, take place free of commission-charges to the shareholders.
The Board of Management
The Hague, 8 August 2011
PostNL Reserves and Dividend Guidelines 2011
In accordance with our articles of association ("Articles"), we pay dividends out of profits as shown in our annual accounts or, by exception, out of the distributable part of our shareholders' equity. However, we cannot pay dividends if the payment would reduce shareholders' equity below the sum of the paid-up and requested part of the capital and any reserves required by Dutch law or our Articles. Apart from the impact of net income on equity, shareholders’ equity may particularly be impacted by a revaluation in the retained shareholding in Express and by restatements of our pension assets under the new IAS 19 accounting standards. Subject to certain exceptions, if a loss is sustained in any year, we may not distribute dividends for that year and we may not pay dividends in subsequent years until the loss has been compensated for out of subsequent years' profits.
Preference Shares B
In accordance with our Articles, if preference shares B have been issued, we first have to pay dividends on the paid-up part of the nominal value of such shares, at a rate of one to three percentage points above the average 12-monthly EURIBOR (EURO Interbank Offered Rate), weighted to reflect the number of days for which the payment is made over the financial year to which the distribution relates.
Ordinary Shares
Under our Articles, after payment of dividends on the preference shares B (if applicable), the Board of Management shall determine, subject to the approval of the Supervisory Board, what part of the profit is to be appropriated to the reserves. The part of the profit remaining after the appropriation to the reserves shall be proposed to the General Meeting of Shareholders to be distributed as dividend on the ordinary shares.
PostNL intends to pay a dividend per share which develops substantially in line with the development of its operational performance. PostNL will aim for a dividend pay out of around 75% of the underlying net cash income with a minimum of €150 million per annum. PostNL anticipates to pay interim and final dividends annually in cash with the interim dividend set at €75 million. The underlying net cash income is defined as “profit attributable to equity holders of the parent” adjusted for significant one-off and special items, restructuring payments and additional cash pension contributions.
This normalising adjustment is based on the Underlying Cash EBIT and will be separately explained in the Annual Report and is meant to better reflect the underlying cash adjusted earnings development.
Dividend received on Express shares
PostNL considers the ordinary shares retained in Express as a purely financial stake. Accordingly, PostNL intends, in addition to the regular dividend defined above and barring unforeseen circumstances, to return any (net) dividends received on its retained Express shares to the shareholders in a form to be decided upon by PostNL.
Return of excess capital
PostNL decided to retain upon demerger a 29.9% financial stake in the ordinary shares of Express to allow for a positive equity in its statutory balance sheet and a reduction of net debt levels appropriate for a BBB+ / Baa1 targeted credit rating post-demerger as determined based on its strategic business plans to 2015 which include new initiatives close to the core activities of PostNL.
The Express stake required for a positive equity position is in excess of the stake required to reduce net debt to appropriate post-demerger BBB+ / Baa1 levels. PostNL has the intention to distribute this excess capital to shareholders as soon as possible in a manner to be decided by PostNL subject to ongoing retention of positive distributable equity. The excess capital will be determined as the headroom within PostNL's targeted credit rating. Proceeds from the Express stake resulting in excess capital that cannot be immediately returned to shareholders because of statutory equity constraints will in the interim be used for capital structure management in the ordinary course of business.
These guidelines will be pursued subject to the financial results and equity position of PostNL. Although these are our guidelines, the Board of Management may establish, with the approval of the Supervisory Board, the amount to be appropriated to the reserves in the light of particular circumstances.
PostNL’s Reserves and Dividend Guidelines will be annually reviewed to ascertain that we continue to establish solid cash dividends whilst maintaining an efficient investment grade capital structure.
Approved by the Board of Management on 8 February 2011
Approved and adopted by the Supervisory Board on 18 February 2011
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