PostNL N.V. (hereafter referred to as ‘the company’) is a public limited liability company with its registered seat and head office at Waldorpstraat 3, 2521 CA, The Hague, the Netherlands. The Chamber of Commerce number is 27124700.
The company’s principal activity is acting as a holding company for the Group companies of the PostNL Group (‘the Group’) that provide businesses and consumers in the Benelux with an extensive range of services for their mail needs. Through our international sales network Spring, we connect local businesses around the world to consumers globally. The company is the ultimate parent company of the Group.
The corporate financial statements were authorised for issue by PostNL’s Board of Management and Supervisory Board on 28 February 2022 and are subject to adoption at the Annual General Meeting of Shareholders on 19 April 2022.
The significant accounting policies applied in the preparation of these corporate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. All amounts included in the financial statements are presented in euros, unless stated otherwise. Note that the numbers presented in the financial statements and disclosures thereto may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures due to rounding.
The corporate financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and Dutch law. IFRS-EU includes the application of International Accounting Standards (IAS), related interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and interpretations of the Standing Interpretations Committee (SIC), issued and effective, or issued and adopted early, as at 31 December 2021.
In the corporate financial statements, the same accounting principles have been applied as set out in the notes to the consolidated financial statements, except for the valuation of the investments as presented under financial fixed assets in the corporate financial statements. These policies have been consistently applied to all years presented.
In the corporate financial statements, the investments in subsidiaries are recorded at cost less impairments (deemed cost upon adoption of IFRS-EU). In the corporate statement of income, dividend received from the investments is recorded as dividend income. Due to this application, the corporate equity and net result are not equal to the consolidated equity and net result. A reconciliation for total shareholders’ equity and total comprehensive income is presented in note 6.5 to the corporate financial statements.
For new and amended standards we refer to the descriptions included in the ‘Changes in accounting policies and disclosures' in the notes to the consolidated financial statements. The company has assessed the impact on the corporate financial statements. None of these is expected to have a significant effect on the corporate financial statements.
The corporate financial statements are presented in euros, the company’s functional currency.
The preparation of the corporate financial statements in conformity with IFRS-EU requires management to exercise judgements and make estimates and assumptions that affect the application of the company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results could differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the corporate financial statements are disclosed in the note ‘Critical accounting estimates and judgements' to the consolidated financial statements.
Key accounting estimates and judgements affecting the assessment and measurement of impairment are included in note 6.4.1 to the corporate financial statements.
PostNL operates a number of equity-settled share-based compensation plans, under which the entity receives services from employees as consideration for (conditional) shares of the Group. For the company's accounting policies on equity-settled share-based compensation plans, we refer to note 5.1 of the consolidated financial statements.
Dividend distribution to the company’s shareholders is recognised as a liability in the corporate financial statements, in the period in which the dividends are approved by the company’s shareholders.
Dividend income is recognised when the right to receive payment is established. The dividend income from the company’s subsidiaries for 2021 was €200 million (2020: €200 million).
In 2021, an impairment reversal of €524 million on the company’s investments in subsidiaries was accounted for (2020: impairment reversal of €219 million). Reference is made to note 6.4.1 to the corporate financial statements.
In 2021, salaries, pensions and social security contributions amounted to €74 million (2020: €35 million). In accordance with IAS 19.41, the net defined benefit cost for the company’s pension plans shall be recognised in the corporate financial statements. For PostNL, the contributions charged to other Group companies were lower than the pension expense incurred, resulting in a negative amount of salaries, pensions and social security contributions over the year. For further information on defined benefit pension costs, see note 6.4.2 to the corporate financial statements. PostNL N.V. does not have any employees other than the Board of Management.
PostNL has financing relationships with both external banks and with PostNL companies, mainly with PostNL Finance BV. As a result, PostNL records both external interest income and expenses from financial institutions and from PostNL Finance BV.Download spreadsheet
Year ended at 31 December
Interest expenses on long-term borrowings
Interest on net defined benefit pension liabilities
Other interest and similar expense
Interest and similar expense
Other interest and similar income
Net financial expense/(income)
Interest expenses on long-term borrowings relate to the outstanding eurobonds. Reference is made to note 4.1 to the consolidated financial statements.
The company is tax-resident in the Netherlands. The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of income, except to the extent that it relates to items recognised directly in other comprehensive income.
The amount of income tax included in the statement of income is determined in accordance with the rules established by the tax authorities in the Netherlands, based on which income taxes are payable or recoverable.
Year ended at 31 December
Current tax expense
Changes in deferred taxes
Total income tax expense/(income)
Income taxes paid/(received)
The difference between the total income taxes in the income statement and the current tax expense is due to temporary differences. These differences are recognised as deferred tax assets or deferred tax liabilities. In 2021, the change in deferred taxes also includes an amount of €(18) million (2020: €(8) million) via other comprehensive income fully related to taxes on OCI from pensions.Download spreadsheet
Year ended at 31 December
Dutch statutory income tax rate
Tax effects of:
Non taxable impairment reversal
Effective income tax rate
In 2021, the income taxes of €(21) million (2020: €(11) million) on the result before income taxes of €641 million (2020: €377 million), resulted in an effective income tax rate of (3.3)% (2020: (2.9)%). Adjusted for the tax-exempt dividend income of €200 million (2020: €200 million) and the non taxable impairment reversal of €524 million (2020: non taxable impairment reversal of €219 million), the result before income taxes would have been €(83) million (2020: €(42) million), which with income taxes unchanged at €(21) million (2020: €(11) million) would have resulted in an effective income tax rate of 25.1% (2020: 26.6%).
Deferred tax assets and liabilities are presented net in the balance sheet if the company has a legally enforceable right to offset current tax assets against current tax liabilities and the deferred taxes relate to the same taxation authority. Based on this reporting principle, the deferred tax assets as at 31 December 2021 amounts to €0 million (2020: €3 million).
The decrease in net cash from operating activities from €99 million in 2020 to €(124) million in 2021 mainly related to the change in pension liabilities and income taxes paid. In 2020, the company received €80 million from its subsidiaries relating to the final payment of the transitional pension plans, which will be paid in 5 equal instalments during the years 2021 – 2025. In 2021, the first instalment of €16 million was paid. In 2021, the total cash outflow for interest paid of €6 million (2020: €6 million) mainly related to interest on PostNL’s long-term borrowings. In 2021, the company paid income taxes totalling €101 million (2020: €25 million received) which include settlements relating to prior years and internal settlements with Group companies within the PostNL fiscal unity.
In 2021, net cash from investing activities amounted to €237 million (2020: €(99) million) and related to dividend received from the company's subsidiaries of €200 million (2020: €200 million) and changes in accounts receivable from Group companies of €37 million (2020: €(299) million), mainly related to an intercompany receivable from PostNL Finance B.V.
In 2021, the net cash from financing activities amounted to €(113) million (2020: €0 million) and related to the final 2020 and interim 2021 cash dividend paid.
As at 31 December 2021, equity amounts to €3,151 million (2020: €2,546 million). For the disclosure on issued share capital and additional paid-in capital, see notes 2.4 and 4.6 to the consolidated financial statements.
The revaluation reserve investments in subsidiaries is a legal reserve and is restricted for distribution.
As at 31 December 2021, the revaluation reserve of €2,502 million (2020: €1,978 million) related to the applied deemed cost approach for the investments in subsidiaries as of 1 January 2010, partly offset by the net recorded impairment charges of €80 million.
During 2021, the other reserves decreased to €(188) million from €(22) million, mainly due to a reclassification to the revaluation reserve of €524 million, partly offset by the appropriation of net income for 2020 of €305 million and a positive pension effect within other comprehensive income of €54 million .
Investments in subsidiaries and associated companies are stated at cost, less impairment. Dividend income from the company’s subsidiaries and associated companies is recognised when the right to receive payment is established.
At each balance sheet date, the company reviews whether there is an indication that its investments in subsidiaries might be impaired.
An indication may include management’s downward adjustment of the strategic plan or other areas where observable data indicates a measurable decrease in the estimated future cash flows. These determinations require significant judgement. In making this judgement, management evaluates, among other factors, the financial performance of and business outlook for its investments, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.
If any indication for impairment exists, the recoverable amount of the investments is estimated. The recoverable amount is defined as the higher of an investment’s fair value less costs of disposal and its value in use. If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount. Any impairment loss is recognised immediately in the statement of income.
The investments’ fair value less costs of disposal represents the best estimate of the amount the company would receive if it sold its investments. The fair value of each investment has been estimated on the basis of the present value of future cash flows, taking into account costs of disposal. The determination of the investment’s value in use is based on calculations using pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using estimated growth rates.
Impairment losses recognised in prior periods shall be reversed only if there has been a change in the estimates or external market information used to determine the investment’s recoverable amount since the last impairment loss was recognised. The recoverable amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.
The movement in the investments in subsidiaries is as follows:Download spreadsheet
Balance at 1 January
Balance at 31 December
The subsidiary undertakings of the company as at 31 December 2021, and the company’s percentage interest, are set out below.Download spreadsheet
Name of direct subsidiairy
Country of incorporation
PostNL Holding B.V.
A complete list of investments in subsidiaries, associated companies and jointly-controlled entities will be attached to the company’s Annual Report made available to the Chamber of Commerce.
A detailed review has been performed of the recoverability of the investments in subsidiaries. The recoverable value of each investment is the higher of the value in use and fair value less costs of disposal. The recoverable value is determined based on the fair value less costs of disposal as this was higher than the value in use at year end 2021. The fair value less costs of disposal has been estimated on the basis of the present value of future cash flows, taking into account costs of disposal. For all investments, the estimated future cash flows are based on a five-year (2020: five-year) forecast and business plan, which forecast period has been assessed as adequate to reach a sustainable basis for the calculation of the continuing value.
The estimated future cash flows are derived from the most recent strategic planning approved by management, including inherent uncertainties like future volume developments, efficiency measures and the impact of regulatory decisions and developments. The company has determined the budgeted gross margin based on past performance and its expectations for market development. The weighted average growth rates used are consistent with the forecasts included in industry reports for the related operation and market and did not change materially compared to previous year. The pre-tax discount rates in the investments' valuations varies around 10.0% (2020: around 10.0%).
Key assumptions used to determine the recoverable values for the investments of the company are the following:
maturity of the underlying market, market share and volume development in order to determine the revenue mix and (long-term) growth rate,
level of operating income largely impacted by revenue and cost development, taking into account the nature of the underlying costs and potential economies of scale,
level of capital expenditure in network-related assets, and
discount rate to be applied following the nature of the underlying cash flows and foreign currency and inflation-related risks.
As the investments in subsidiaries are vulnerable to changes in the discount rate and changes in operating income, a sensitivity analysis has been performed for the investments. The sensitivity analysis included the impact of the following items which are considered to be most critical when determining the recoverable value:
an increase or decrease in the discount rate of 0.5%, and
an increase or decrease in operating income of 5%.
If the discount rate were to change by 0.5%, this would impact the investments in subsidiaries by around €280 million (2020: €190 million). A change in operating income of 5% would impact the investments in subsidiaries by around €185 million (2020: €90 million).
The detailed review of the value of the investments in subsidiaries resulted in the recoverable value being €524 million higher than their carrying value. The recoverable value of the continuing operations was derived from the 2021 strategic planning, taking into account uncertainties relating to volume and margin developments, in the short term positively impacted by covid-19, efficiency measures and investments necessary to advance and keep up with market dynamics, among others related to our Digital Next initiatives, and the impact of regulation within Mail in the Netherlands. 2021’s business performance and strict working capital management contributed positively to this increase in value. Based on the detailed review, management concluded that an impairment reversal of €524 million was present for the investments in subsidiaries. Consequently, management recorded an impairment reversal of €524 million in 2021 (2020: impairment reversal of €219 million). Within equity, the revaluation reserve associated with the initial revaluation of the investments in subsidiaries has been increased by the impairment reversal amount.
For the accounting policies on pension liabilities, reference is made to note 3.5 to the consolidated financial statements.
The company is the sponsoring employer of the main Dutch pension plan, which is externally funded in a separate pension fund and cover the majority of PostNL’s employees in the Netherlands.
In accordance with IAS 19.41, PostNL recognises the net defined benefit cost in the corporate financial statements of the company. The relevant Group companies recognise the costs equal to the contributions payable for the period in their financial statements. In its corporate financial statements, PostNL recognises the contributions received from the relevant Group companies as a benefit that offsets the defined benefit pension expense. The impact of the contributions is represented as participant contributions in the following table.
For the company, the contributions received from the relevant Group companies for a large part offset the pension expense. As a result, the corporate financial statements record a defined benefit pension expense of €73 million (2020: €33 million), whereas the consolidated financial statements record defined benefit pension expenses of €150 million (2020: €135 million).
The following table reconciles the opening and closing balances of the present value of the defined benefit obligation and the fair value of plan assets, the funded status and the employer pension income for the sponsored pension plan of the company.Download spreadsheet
Change in benefit obligation
Benefit obligation at beginning of year
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Assumed return on plan assets
Instalment unconditional funding obligation
Deferred payment transitional plans
Fair value of plan assets at end of year
Change in funded status
Funded status at the beginning of year
Operating expenses (incl. participants contributions)
Deferred payment transitional plans
Funded status at end of year
Impact of pension asset ceiling
Impact of minimum funding requirement
Netted pension liabilities
Components of employer pension expenses
Post-employment benefit income/(expenses)
Weighted average assumptions as at 31 December
Rate of benefit increases
Life expectancy 65 year old men/women (in years)
As at 31 December 2021, accounts receivable from Group companies amounted to €286 million (2020: €323 million) which related to a receivable from PostNL Finance B.V. The fair value of the accounts receivable from and payable to Group companies approximated the carrying value, due to the short-term nature. The allowance for expected credit losses has been assessed to be non-material.
As at 31 December 2021, the eurobonds amounted to €697 million non-current (2020: €696 million). For the disclosure on the eurobonds, reference is made to notes 4.1 and 4.5 to the consolidated financial statements.
In 2021, the non-cash changes in the total debt amounted to €1 million (2020: €1 million) and related to the amortisation of costs included in the eurobonds.
Year ended at 31 December
Consolidated: Equity and total comprehensive income
Reconciliation items previous years
Reversal impairment/(impairment) investments in subsidiaries
Results from investments
Other comprehensive income (CTA/hedges/pensions)
Total reconciliation items
Corporate: Shareholders' equity and total comprehensive income
The differences between total shareholders’ equity and total comprehensive income according to the IFRS-EU consolidated financial statements and the corporate financial statements under IFRS-EU in general relate to the accounting of the investments in subsidiaries at cost less impairments (deemed cost upon adoption of IFRS-EU) in the corporate financial statements and subsequent (reversal of) impairments.
The reconciling items for equity and income are further detailed below.
The 'reconciliation items previous years' of €2,326 million in 2021 relate to the difference between the consolidated equity as at 31 December 2020 of €211 million and the corporate equity of €2,546 million at that date.
For details of the reversal of the impairment of the investments in subsidiaries recognised in the corporate financial statements in 2021, see note 6.4.1 to the corporate financial statements.
The 2021 results from investments were €119 million lower in the corporate financial statements and can be calculated from the result from the corporate income statement of €662 million, minus the reversal of the impairment of the investments in subsidiaries of €524 million, minus the result from the consolidated income statement of €257 million. The difference relates to the difference between the dividend income and the result from the investments in subsidiaries. The 2020 results from investments were €47 million lower in the corporate financial statements and can be calculated from the result from the corporate income statement of €388 million, minus the reversal of the impairment of the investments in subsidiaries of €219 million, minus the result from the consolidated income statement of €217 million (and rounding). The difference relates to the difference between the dividend income and the result from the investments in subsidiaries.
The reconciliation item ‘Other comprehensive income' represents hedge and currency translation adjustments and adjustments for actuarial gains/(losses) which were recognised in the consolidated financial statements but not in the corporate financial statements as the investments are stated at cost. It also represents other comprehensive income from the change in value of financial assets at fair value through OCI that was recognised in the consolidated financial statements but not in the corporate financial statements.
The 2021 difference in other comprehensive income of €(14) million included €1 million of actuarial losses on pensions, €12 million of the change in value of financial assets at fair value through OCI and €1 million other items. The 2020 difference in other comprehensive income of €1 million included €0 million of actuarial losses on pensions and €(1) million other items.
At 31 December 2021, the company issued a declaration of joint and several liability for some of its Group companies in compliance with article 403, book 2 of the Dutch Civil Code. Those Group companies are:Download spreadsheet
DM Productions B.V.
PostNL E-commerce Services B.V.
G3 Worldwide Mail N.V.
PostNL Finance B.V.
Koninklijke PostNL B.V.
PostNL Holding B.V.
Logistics Solutions B.V.
PostNL Pakketten Benelux B.V.
PostNL Cross Border Solutions B.V.
PostNL Real Estate B.V.
PostNL Customer Excellence B.V.
PostNL TGN B.V.
PostNL Data Solutions B.V.
PostNL Transport B.V.
The company forms a fiscal unity with a majority of its Dutch subsidiaries for corporate income tax and VAT purposes. A company and its subsidiaries that are part of these fiscal unities are jointly and severally liable for the tax payable by these fiscal unities.
In addition to the declaration of joint and several liability in compliance with article 403, book 2 of the Dutch Civil Code, the company provided parental support relating to the following items:
committed revolving credit facilities of €200 million;
bank guarantee facilities of €75 million;
ordinary business activities of the Group of €88 million;
payment guarantee for self-insurance of WGA (“Werkhervatting Gedeeltelijk Arbeidsongeschikten”) benefit payments as of 1 January 2021.
For details on the separation agreement with TNT Express, see note 3.10 to the consolidated financial statements.
For disclosure on the company’s overall financial risk management programme, reference is made to note 4.4 to the consolidated financial statements.
For a summary of the company’s financial instruments relevant to these corporate financial statements, reference is made to note 4.5 to the consolidated financial statements.
The company’s shares are widely held. As such, no ultimate controlling party can be identified. The company, acting as a holding company, has relationships with a number of Group companies. In some cases, there are contractual arrangements in place under which the company sources supplies from such undertakings or such undertakings source supplies from the company. Transactions are in principle carried out at arm’s length.Download spreadsheet
Year ended at 31 December
Dividend income PostNL Group companies
Accounts receivable from PostNL Group companies/interest income
Accounts payable to PostNL Group companies/interest expense
Net investing activities from accounts receivable from Group companies
Income tax received from/(paid to) PostNL Group companies
For the compensation of the members of the Board of Management and Supervisory Board, see note 5.1 to the consolidated financial statements.
For disclosure on subsequent events, reference is made to note 5.5 to the consolidated financial statements.
The list containing the information referred to in article 379 and article 414 of book 2 of the Dutch Civil Code is filed at the office of the Chamber of Commerce in The Hague.
In accordance with our dividend policy, the condition for paying out dividend is a leverage ratio (adjusted net debt/EBITDA) not exceeding 2.0. This condition was met per year-end 2021 (leverage ratio: 0.4). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2021 Annual General Meeting of Shareholders, to declare a dividend of €0.42 per ordinary share over 2021, of which €0.10 per ordinary share has been paid as an interim dividend. The dividend will be paid, at shareholder's election, either in ordinary PostNL shares or in cash.
The Board of Management, with the approval of the Supervisory Board, has appropriated an amount of €468 million out of corporate profit of €662 million to the reserves. For detailed information on PostNL’s corporate performance, and the resulting profit, refer to the 'Financial statements, section 6: Corporate financial statements' chapter.
Following this appropriation, there remains an amount of €194 million out of corporate profit at the disposal of the General Meeting of Shareholders. Subject to the adoption of PostNL’s financial statements by the General Meeting of Shareholders, and given a 2021 interim dividend of €0.10 has been paid, the proposed 2021 final dividend has been set at €0.32 per ordinary share of €0.08 nominal value, based on the outstanding number of 513,252,013 ordinary shares as per 31 December 2021. The final dividend of €0.32 will be paid, at shareholder’s election, either in ordinary PostNL shares or in cash. The dividend in shares will be paid out of additional paid in capital as part of the distributable reserves, free of withholding tax in the Netherlands.
The ex-dividend date will be 21 April 2022, the record date is 22 April 2022 and the election period will start on 25 April 2022 and will end on 10 May 2022 at 3PM CET. The conversion ratio will be based on the volume-weighted average share price for all PostNL shares traded on Euronext Amsterdam over the three trading day period from 8 May 2022 up to and including 10 May 2022. The value of the stock dividend, based on this VWAP, will, subject to rounding, be targeted at but not be lower than the cash dividend. There will be no trading in stock dividend rights. The dividend will be payable as of 12 May 2022.
Upon approval of this proposal, corporate profit will be appropriated as follows, whereby the final dividend represents a cash dividend under the assumption of 100% cash election.Download spreadsheet
Result attributable to the shareholders
Appropriation in accordance with the articles of association:
Reserves adopted by the Board of Management and approved by the Supervisory Board (article 31, paragraph 2)
Dividend on ordinary shares
(Interim) dividend paid in cash
The Hague, the Netherlands, 28 February 2022
Herna Verhagen (CEO)
Pim Berendsen (CFO)
Jan Nooitgedagt (Chairman)
Marike van Lier Lels
2521 CA The Hague