6.4 Other notes
Commitments and contingencies
Declaration of joint and several liability / Letter of Support
At 31 December 2023, 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, or a specific time-bound letter of support. The following overview includes a list of all related group companies.
PostNL N.V. Declaration of joint and several liability / Letter of Support
2023
| Cheap Cargo Belgium B.V. | PostNL Data Solutions B.V. |
| DM Productions B.V. | PostNL E-commerce Services B.V. |
| G3 Worldwide (Belgium) N.V. | PostNL Finance B.V. |
| G3 Worldwide Mail (UK) Limited | PostNL Holding B.V. |
| G3 Worldwide Mail N.V. | PostNL Pakketten België N.V. |
| Koninklijke PostNL B.V. | PostNL Pakketten Benelux B.V. |
| Logistics Solutions B.V. | PostNL Real Estate B.V. |
| MyParcel Belgium B.V. | PostNL TGN B.V. |
| PostNL Cargo België B.V. | PostNL Transport B.V. |
| PostNL Cross Border Solutions B.V. | PostNL Transport Services B.V. |
| PostNL Customer Excellence B.V. | PS Nachtdistributie B.V. |
Fiscal unity in the Netherlands
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.
Parental support
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 €87 million
- Ordinary business activities of the Group of €87 million
- ISDA agreements
- Payment guarantee for self-insurance of WGA (“Werkhervatting Gedeeltelijk Arbeidsongeschikten”) benefit payments as of 1 January 2021.
Subsidiaries and associated companies at 31 December 2023
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.
Appropriation of profit
Dividend proposal 2023
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 2023 (leverage ratio: 1.7). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2023 Annual General Meeting of Shareholders, to declare a dividend of €0.09 per ordinary share over 2023, of which €0.06 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.
Appropriation of profit
The Board of Management, with the approval of the Supervisory Board, has appropriated an amount of €19 million out of profit of €55 million to the reserves. Following this appropriation, there remains an amount of €36 million out of 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 2023 interim dividend of €0.06 has been paid, the proposed 2023 final dividend has been set at €0.03 per ordinary share of €0.08 nominal value, based on the outstanding number of 494,207,248 ordinary shares as per 31 December 2023. The final dividend of €0.03 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.
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.
PostNL N.V. Appropriation of corporate profit in € million
2023
| 2023 | |
|---|---|
| Result attributable to the shareholders | 55 |
| 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) | (19) |
| Dividend on ordinary shares | 36 |
| (Interim) dividend paid in cash | (21) |
| Final dividend | 15 |
The Hague, the Netherlands, 26 February 2024
Board of Management
Herna Verhagen (CEO)
Pim Berendsen (CFO)
Supervisory Board
Jan Nooitgedagt (Chairman)
Jeroen Hoencamp
Marike van Lier Lels
Nienke Meijer
Ad Melkert
Martin Plavec
Koos Timmermans
Hannie Vlug
PostNL N.V.
Waldorpstraat 3
2521 CA The Hague
The Netherlands