Investor Presentaiton
New distribution mechanism: repayment of capital (Option 2)
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The repayment of capital is a new distribution mechanism available subject to shareholder approval (EGM to be held after the Dutch migration), for H2
2022 distribution onwards
The repayment of capital would be the default option for distribution (as required by Dutch law)
The mechanism entails the increase of the nominal value of shares (share capital), subsequently brought back to the initial nominal value once the
distribution for the entire year is performed
Mechanism confirmed and approved by JSE for NEPI Rockcastle
EXAMPLE
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.
Assuming that the nominal value of each share will be €0.01 after migration to NL and that there are 100,000,000 ordinary shares in issue
Board proposes an increase with €0.40 nominal value per share for FY 23 (i.e. €0.20 per share for H1 and €0.20 per share for H2)
At the AGM held in 2023, shareholders approve:
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an increase of the nominal value of each share by an amount of €0.40 (step 1);
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a decrease of the nominal value of each share by an amount of €0.20 on or before the payment date for the H1 dividend (step 2); and
a decrease of the nominal value of each share by an amount of €0.20 on or before the payment date for the H2 dividend.
Step 1 - increase of the nominal value of each share by €0.40
Nominal value of share, before any increase
Proposed increase in the nominal value of share for 2023*, from share premium
Nominal value per share after the increase
Number of shares outstanding
100,000,000
100,000,000
100,000,000
0.01
1,000,000
0.4 40,000,000
0.41 41,000,000
* The proposed increase in the nominal value of shares should not be seen as an indication of distributable earnings for the year; the earnings guidance is the only indication of the distributable
earnings for the upcoming year.
Step 2 - payment of H1 2023 dividend and decrease of nominal value of each share by €0.20
Number of shares outstanding
100,000,000
0.1
10,000,000
H1 2023 actual distribution
Shareholders election
Option 1 cash distribution from retained earnings
Option 2 cash distribution via repayment of capital
20,000,000
80,000,000
0.1
2,000,000
0.1
8,000,000
Before or at the payment date of dividend, the articles of association will be amended to reflect the change in the nominal value expected for H1 dividend and
keep only the adjustment of the nominal value corresponding to H2 2023 (i.e. reduce nominal value from €0.41 per share to €0.21 per share).
> Increase in the nominal value of the shares
> Payment of dividend cash distribution from retained earnings (Option 1)
> Payment of dividend cash distribution via repayment of capital (Option 2)
> Decrease of the nominal value of shares for the variance between estimate and actual distribution as
repayment of capital
DR
CR
Amounts
Share premium
Share capital
Retained earnings
Share capital
Share capital
Cash
Cash
40,000,000
2,000,000
8,000,000
(20,000,000 -
Share premium
12,000,000
8,000,0000)View entire presentation