46. Profit appropriation
Proposal for appropriation of profit for 2023
The articles of association of Stedin Holding N.V. contain provisions concerning profit appropriation. The company's articles of association state that holders of the cumulative preference shares are entitled annually to a yield of 3%. The distribution of this yield is at the discretion of the Board of Management, subject to the approval of the Supervisory Board. If the preference dividend is not distributed, it must be added to the preference profit reserve.
In connection with the State joining Stedin as a shareholder, a new dividend policy is in force from the financial year 2023. In this respect, the shareholder covenant states that the distributable profit for each of the financial years 2023 to 2032 will be determined on the basis of tiers, which depend on the amount of profit, excluding incidental income. The tiers are explained in the accompanying table, as well as in Profit appropriation pursuant to the articles of association. The distributable profits are at the disposal of the General Meeting of Shareholders (AGM). Following approval by the Supervisory Board, the Board of Management will put forward a proposal to the General Meeting of Shareholders concerning the amount to be distributed. The General Meeting of Shareholders may decide to distribute all or part of this amount.
The Board of Management intends, with the approval of the Supervisory Board, to distribute the preference dividend of € 6 million to the holders of preference shares. This would represent a dividend of € 14.42 per preference share for 2023.
In addition, the Board of Management intends to add an amount of € 105.8 million to the other reserves.
The proposed profit appropriation of Stedin Holding N.V. is as follows:
x € 1 million | 2023 | 2022* |
|---|---|---|
Profit after income tax | 169.8 | 43.6 |
Result attributable to holders of Stedin Holding N.V. perpetual subordinated bonds | -5.6 | -5.6 |
Result attributable to shareholders of Stedin Holding N.V. | 164.2 | 38.0 |
Cumulative preference dividend to be distributed | -6.0 | -6.0 |
Incidental income: | ||
Profit on disposal of TUMS 50% | - | -0.9 |
Profit after income tax available for distribution to the shareholders | 158.2 | 31.1 |
Addition to other reserves based on scales | ||
10% of profit up to 20,000,000 | 2.0 | |
70% of profit between 20,000,000 and 100,000,000 | 56.0 | |
82% of profit above 100,000,000 | 47.8 | |
Total | 105.8 | |
Distributable profit available to the AGM | 52.4 | 15.6 |
Increase of general reserve after proposed dividend distribution | 105.8 | 15.6 |
- * The AGM decision to pay dividends for 2022 is based on the adopted 2022 annual accounts. The new dividend policy and changes in accounting policy regarding the valuation of property, plant and equipment have no influence on this. Therefore, the comparative figures herein are not adjusted.
A recommendation will be made to the General Meeting of Shareholders to resolve to pay a dividend of € 52.4 million. This would represent a distribution of € 9.30 per share (2022: € 3.13 per share), based on the number of ordinary shares outstanding as at 31 December 2023 (5,642,732 shares). The actual number of shares on which dividends will be paid and therefore the actual amount per share is subject to change, depending on the possible entry of new shareholders and the final decision-making thereon, as included on the agenda for the General Meeting of Shareholders at the end of March 2024.
The proposed profit appropriation has not been recognised in the balance sheet as at 31 December 2023.
Rotterdam, 16 February 2024
Stedin Holding N.V.
The Board of Management | Supervisory Board |
Koen Bogers, CEO (chair) | Doede Vierstra (chair) |
