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47

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Annual Report 2015

RETURN TO

SHAREHOLDERS

AND MANAGEMENT

STOCK PLAN

The Shareholder Return for a given year is

equivalent to the sum of (a) the change in the

EPRA NAV of the Company during such year

less the net proceeds of any issues of ordinary

shares during such year; and (b) the total

dividends (or any other form of remuneration

or distribution to the Shareholders) that are

paid in such year (the “Shareholder Return”).

The Shareholder Return Rate is defined as the

Shareholder Return for a given year divided

by the EPRA NAV of the Company as of 31

December of the immediately preceding year

(the “Shareholder Return Rate”).

Following the acquisition of Testa, the

Management Team of MERLIN unilaterally

decided that the Shareholder Return is to

be calculated over the Adjusted EPRA NAV

in lieu of the EPRA NAV, meaning that the

outstanding balance of goodwill associated

arising from Testa acquisition should be

deducted from the EPRA NAV. In accordance

with these definitions and management

decision, the Shareholder Return in 2015

amounts to € 55,630 thousand and the

Shareholder Return Rate amounts to 4.1%

(€ thousand)

EPRA NAV 31 December 2015

3,181,246

Net proceeds from May capital increase

(596,235)

Net proceeds from August capital increase

(999,747)

EPRA NAV 31 December 2015 adjusted to capital increases

impact

(a)

1,585,264

Testa goodwill outstanding amount

(b)

(199,699)

Adjusted EPRA NAV 31 December 2015

(c) = (a) - (b)

1,385,565

EPRA NAV beginning of period

(d)

1,354,970

Adjusted EPRA NAV end of period

1,385,565

Change in Adjusted EPRA NAV

(e) = (c) - (d)

30,595

Dividends paud in year

(f)

25,035

Shareholder Return

(g) = (e) + (f)

55,630

Shareholder Return Rate

(h) = (g)/(d)

4.1%

Shareholder Return needed to exceed

8% hurdle of Shareholder Return Rate

171,319