Share buyback programme 2022-23

On 25 January 2022, PostNL announced a share buyback programme to neutralise the assumed dilutive impact of shares issued in relation to expected dividends over 2021-23. Through the programme ordinary shares of PostNL N.V. are being repurchased to a value of maximum €250 million, spread over 2022 and 2023. Based on PostNL’s strong financial position per the end of 2021 and in line with its capital allocation framework, the company was well positioned to launch a share buyback programme. The programme intends to further optimise PostNL’s capital structure while adhering to its financial framework. It will be executed within the limitations of the existing authority granted by the Annual General Meeting, and will be carried out in compliance with the Market Abuse Regulation. PostNL intends to use any repurchased shares under the programme to cover its obligations under share-based remuneration arrangements and to deliver future dividend that may be partly paid in stock, at the choice of the shareholder. Remaining bought-back shares are cancelled.

The first tranche is part of PostNL’s share buyback programme of between €160 million and €170 million was executed in 2022. The company has repurchased the maximum number of 51 million ordinary shares for a total consideration of €164 million, using cash on balance sheet. After completion of the first tranche of the share buyback programme, payment of the final dividend 2021, interim dividend 2022 and execution of its bonus share plans, PostNL held 25,721,385 shares on its custodian account. These have been cancelled per 22 November 2022.

[A second tranche of the programme, scheduled to be executed during 2023, will be delayed until we see a recovery in our business performance and in accordance with PostNL’s capital allocation framework. The company aims at a leverage ratio (adjusted net debt/EBITDA) not exceeding 2.0.]