4.6 Equity
Accounting policies
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases PostNL’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, are included in equity.
Authorised share capital
Since 4 August 2011, the company’s authorised share capital amounts to €120 million, divided into 750,000,000 ordinary shares and 750,000,000 preference shares B, both of €0.08 nominal value each.
Form of shares
The ordinary shares are in deposit or registered form. Deposit shares are represented by a global note held by the Dutch clearing system Euroclear Netherlands and are transferable through Euroclear Netherlands’ book entry system. Ordinary shares in registered form are transferred by means of a deed of transfer and PostNL’s written acknowledgement of the transfer. PostNL does not have share certificates for ordinary shares represented by the global note. The preference shares B are in registered form.
Issued share capital
At 31 December 2023, the company's issued share capital amounted to €40 million (2022: €39 million). The number of authorised, issued and outstanding shares by class of share is as presented in the following table.
Issuance/repurchase of shares to cover share plans
In 2022, PostNL repurchased 51 million ordinary shares under the first tranche of the share buyback programme. Out of the 51 million shares, 16,358,973 shares were used for the payment of the 2021 final dividend in stock, 7,868,569 shares were used for the payment of the 2022 interim dividend in stock and 1,051,073 shares were used for the settlement of PostNL’s equity-settled share plans. The remaining 25,721,385 shares were cancelled on 22 November 2022. In 2023, no shares were repurchased.
For all equity-settled share plans, PostNL intends to perform the settlement by issuing new shares or assigning repurchased shares to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL). In 2023, the company issued 1,274,710 ordinary shares (2022: 0 shares) under its incentive schemes to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL), and assigned 0 repurchased ordinary shares (2022: 1,051,073) under its incentive schemes to 'Stichting Managementparticipatie PostNL' (Foundation Management Participation PostNL). As at 31 December 2023, the company held no shares to cover its obligations under the existing share plans or for cancellation (2022: 0 shares).
PostNL Shares number of shares
2022, 2023
| Before proposed appropriation of profit | 2022 | 2023 |
|---|---|---|
| Authorised by class | ||
| Ordinary shares | 750,000,000 | 750,000,000 |
| Preference shares B | 750,000,000 | 750,000,000 |
| Total authorised | 1,500,000,000 | 1,500,000,000 |
| Issued and outstanding | ||
| Per 1 January of the reported year | 513,252,013 | 487,530,628 |
| Cancellation of repurchased shares | (25,721,385) | |
| Issued for stock dividend | 0 | 5,401,910 |
| Issued under its incentive schemes | 0 | 1,274,710 |
| Per 31 December of the reported year | 487,530,628 | 494,207,248 |
| Issued and outstanding per 31 December by class | ||
| Ordinary shares | 487,530,628 | 494,207,248 |
| of which held by the company to cover share plans | 0 | 0 |
| of which a foundation incorporated by the company only holds the legal title | 2,273,128 | 2,518,876 |
| Preference shares B | 0 | 0 |
Incentive scheme and Foundation Management Participation PostNL
For administration and compliance purposes, since May 2013 all shares belonging to PostNL employees under PostNL incentive schemes are held by Stichting Managementparticipatie PostNL (Foundation Management Participation PostNL). These shares are held on an omnibus securities account with ABN AMRO Bank, the Netherlands. Foundation Management Participation PostNL legally owns the shares, while the beneficial ownership of the shares is vested in the employees, who are also entitled to dividend received by Foundation Management Participation PostNL on their behalf. At 31 December 2023, the number of PostNL shares involved amounted to 2,518,876 shares (2022: 2,273,128 shares) with a nominal value of €0.08 per share.
Foundation Continuity PostNL and preference shares B
Stichting Continuiteit PostNL (Foundation Continuity PostNL) was formed to safeguard the interests of PostNL, the undertaking connected with PostNL and all parties involved. It does this by, among other things, preventing any influences that could threaten PostNL’s continuity, independence and identity, as far as possible. Foundation Continuity PostNL is an independent legal entity and is not owned or controlled by PostNL or any other legal person.
PostNL’s articles of association provide for protective preference shares B that can be issued to Foundation Continuity PostNL to serve these interests. The preference shares B have a nominal value of €0.08 and have the same voting rights as PostNL’s ordinary shares.
PostNL and Foundation Continuity PostNL have entered into a call option agreement, which enables Foundation Continuity PostNL to acquire a number of preference shares B not exceeding the total issued amount of shares minus one and minus any shares already issued to Foundation Continuity PostNL. The call option agreement is meant as a preventive countermeasure against influences that might threaten the continuity, independence and identity of the company. Preference shares B will be outstanding no longer than is strictly necessary. At 31 December 2023, no preference shares B had been issued.
Additional paid-in capital
At 31 December 2023, additional paid-in capital of €165 million (2022: €163 million) is fully exempt for Dutch tax purposes to the extent that this has been paid in by shareholders of the company.