PostNL N.V., having its official seat in The Hague, the Netherlands
Interim dividend 2012
PostNL declares an interim dividend of €0.181 per ordinary share with a nominal value of €0.08 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. TNT Express has not declared an interim dividend.
The interim dividend is payable wholly in shares and will be paid free of withholding tax. It will in principle be sourced from the additional paid-in capital that is recognised for Dutch dividend withholding tax purposes. The distributable corporate equity was €455 million on 30 June 2012. The conversion rate will be based on the volume-weighted average share price for all PostNL N.V. shares traded on NYSE Euronext Amsterdam over the three trading day period from 7 August 2012 up to and including 9 August 2012 and will be targeted at no premium. There will be no trading in the stock dividend rights. The ex-dividend date will be 7 August 2012, the record date 9 August 2012 and the dividend will be payable as from 13 August 2012.
The following timetable applies:
|7 August 2012||Ex-dividend date|
|9 August 2012||Record date|
|9 August 2012 (after close of trading)||Determination conversion ratio|
|13 August 2012||Delivery of shares (payment of dividend)|
Delivery of shares to your bank or broker shall take place as of 13 August 2012 based on the total amount of dividend rights delivered, 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, 6 August 2012
In accordance with its articles of association ("Articles"), PostNL N.V. (“PostNL”) pays dividends out of profits as shown in its annual accounts or, by exception, out of the distributable part of its shareholders' equity. However, PostNL cannot pay dividends if the payment would reduce shareholders' equity below the sum of the issued and paid-up share capital and requested part of the capital and any reserves required by Dutch law or its Articles. In addition to the impact of net income on equity, shareholders’ equity may particularly be impacted by a revaluation in the retained shareholding in TNT Express N.V. (“TNT Express”) and by restatements of PostNL’s pension assets under the new IAS 19 accounting standard. Subject to certain exceptions, if a loss is sustained in any year, PostNL may not distribute dividends for that year and PostNL may not pay dividends in subsequent years until the loss has been compensated out of subsequent years' profits.
Preference Shares B
In accordance with its Articles, if preference shares B have been issued, PostNL first has to pay dividend at a percentage equal to the average of 12-monthly EURIBOR (EURO Interbank Offered Rate), weighted to reflect the number of days for which the payment is made, plus a premium of at least one percentage point and at most three percentage points, depending on the prevailing market conditions.
Under PostNL’s 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 aims 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 or shares 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-offs and special items, cash out from provisions and additional cash pension contributions.
This normalising adjustment is based on the Underlying Cash Operating Income and will be separately explained in the Annual Report and is meant to better reflect the underlying cash adjusted earnings development.
Dividend received on TNT Express shares
PostNL considers the ordinary shares retained in TNT 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 TNT 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 TNT Express to allow for 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 at the time of demerger which include new initiatives close to the core activities of PostNL.
PostNL has the intention to distribute any excess capital to shareholders as soon as possible in a manner to be decided by PostNL subject to ongoing retention of positive consolidated distributable equity. The excess capital will be determined as the headroom within PostNL's targeted credit rating of BBB+/Baa1. Proceeds from the TNT 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. Notwithstanding the guidelines, the Board of Management may establish, with the approval of the Supervisory Board, the amount to be appropriated to the reserves and/or the amount of the dividend in the light of particular circumstances.
PostNL’s Reserves and Dividend Guidelines will be annually reviewed to ascertain that PostNL continues to distribute dividends, when possible in cash, whilst (re) establishing its targeted BBB+/Baa1 credit rating and positive consolidated equity.
Approved by the Board of Management on 16 February 2012
Approved and adopted by the Supervisory Board on 24 February 2012