The shares of PostNL N.V. are listed on Euronext Amsterdam (ticker: PNL) and included in the AMX-index.
Authorised share capital
PostNL's authorised share capital is divided into 1,500,000,000 shares of €0.08 each and consists of 750,000,000 ordinary shares and 750,000,000 preference shares B.
Issued and outstanding shares
On 10 May 2016 PostNL issued 1,234,415 shares related to share plans for employees. Since then the total number of issued and outstanding shares amounts to 442,805,079.
Reserves and dividend policy 2013
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. PostNL anticipates paying interim and final dividends annually in an optional dividend, which means that the shareholders can decide whether they want to receive cash or shares. The interim dividend will be set at 75% of the underlying net cash income over the first half of the year.
There are two conditions that have to be for paying out dividend in cash:
- consolidated equity has to be positive
- certainty about a BBB+ / Baa1 credit rating
PostNL pays dividends out of corporate profits as shown in its annual accounts or, by exception, out of the distributable part of our shareholders' equity.
Preferent shares B
Issued and outstanding preference shares B? In that situation PostNL first has 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.
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. after payment of dividends on the preference shares B (if applicable). 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.
When will PostNL pay no dividend?
PostNL 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.
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.
Definition underlying net cash income
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.
Application reserves and dividend policy
The application of the reserves and dividend policy is dependent on:
- the financial results of PostNL
- the equity position of PostNL
In specifieke omstandigheden kan de Raad van Bestuur het bedrag dat aan de reserves wordt toegevoegd vaststellen. Dit gebeurt met goedkeuring van de Raad van Commissarissen.
PostNL N.V. shares trade in the United States in the over the counter market (OTC market) via ADRs. The OTC code is PNLYY. The ADR programme of PostNL gives US investors the opportunity to buy PostNL shares and hold share certificates.
Value and price ADR
ADRs are quoted in dollars. Dividends are also paid in dollars. The price of one PostNL ADR matches the price of one PostNL share.
Rights of ADR holders
ADR holders have the same rights and obligations as ordinary shareholders: they can attend and vote at Shareholders' Meetings, participate in profits and receive information.
US Basis Reporting Statement
PostNL N.V. provides stock basis information pursuant to Section 6045B of the 1986 US Internal Revenue Code.
US Basis Reporting Statement (restatement)
Disclosure of securities transactions
Disclosure of securities transactions
Pursuant to Dutch law, members of the Board of Management have to notify the Dutch Authority Financial Markets (AFM) of any transaction in PostNL Financial Instruments concluded by or on behalf of them. The notified transactions are disclosed on the Authority Financial Markets (AFM) website.
The AFM-database contains all information about notification by directors and supervisory board members regarding:
- depository receipts for shares
- rights to acquire shares (employee share options, share awards, call options, warrants and convertible bonds)
For further information about holdings of PostNL Financial Instruments by members of our Board of Management and Supervisory Board, see our latest annual report.
The members of the Supervisory Board, the Board of Management and PostNL's other senior management are subject to the PostNL Group Policy on Prevention of Insider Trading.