TNT: Annual General Meeting of Shareholders


Amsterdam, 2 April 2012 – On 28 February 2012, TNT Express N.V. (TNT Express) published the Agenda of its 2012 Annual General Meeting of Shareholders (AGM 2012), which will be held on 11 April 2012. On 19 March 2012, United Parcel Service (UPS), Inc and TNT Express announced their agreement on a recommended public offer of €9.50 per ordinary share to be made by UPS for TNT Express (the Offer).

In view of this intended Offer, the Supervisory Board of TNT Express has reviewed the Agenda of the AGM 2012.


Appointment of Supervisory Board Members (Agenda items 10A and 10B)

In view of the Offer and the related anticipated change in governance of TNT Express, the Supervisory Board has decided not to change its composition for the time being. In consultation with the two candidates, the Supervisory Board has withdrawn the proposal to appoint Mr Marcel Smits and Mr Sjoerd Van Keulen as additional members of the Supervisory Board.

The relevant Agenda items 10A and 10B will therefore neither be discussed nor voted upon during the AGM 2012 and votes submitted by proxy in regards to these Agenda items will not be taken into account.

Other Agenda items

In addition, in light of the intended Offer, the following will apply in regards to additional dividends and to grants to the Executive Board under the proposed new Long Term Incentive plan.

Dividends (Agenda item 6B): The proposed €0.004 per share final dividend 2011 can be paid without any adjustment of the Offer price of €9.50 per ordinary share of TNT Express. Any additional dividends would need to be deducted from the Offer price. Given the anticipated timing of the intended transaction with UPS, the Executive and Supervisory Boards have decided not to pay an interim 2012 dividend. If the Offer is not successfully completed, the Executive and Supervisory Board intend to propose to pay the 2012 dividend on a full year basis in line with TNT Express’ reserve and dividend guidelines.

Remuneration Executive Board members (Agenda item 9A
): The Supervisory Board has decided that the 2012 grant of rights on performance shares under the Executive Board’s Long Term Incentive plan (page 58 of the 2011 Annual Report) will be suspended in view of the intended Offer.

Trading update

Since the start of 2012, TNT Express has continued to experience mixed economic conditions in Europe and slowing Asia-Europe trading volumes. In Europe & MEA, pricing pressure and a decline in international Express volumes have negatively impacted operating results. A fixed-cost optimisation programme, with the aim of reducing fixed costs by €150m by the end of 2013, has been initiated. Results in Asia-Pacific, while under pressure because of lower Asia-volumes, have benefited from the strong performance of the Australian operations. TNT Express’ exposure to fixed intercontinental air capacity will be reduced as of 2Q12 through the code-share and block-space agreement signed with Emirates Sky Cargo (announced 8 March 2012). Americas’ performance to date has been in line with the prior year, with Brazil performing according to plan.

About TNT Express

TNT Express is one of the world’s largest express delivery companies. On a daily basis, TNT Express delivers close to 1 million consignments ranging from documents and parcels to palletised freight. The company operates road and air transportation networks in Europe, the Middle East and Africa, Asia-Pacific and the Americas. It employs 77,000 people and runs a fleet of 30,000 road vehicles and 46 aircraft. TNT Express made €7.2 billion in revenue in 2011.


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