tnt's annual general meeting of shareholders 2009...2010/04/08 · agenda annual general...

AgendA AnnuAl generAl Meeting of ShAreholderS tnt n.V.

thursday 8 April 2010 at 2:00 pmradisson Blu hotel Amsterdam Airport Boeing Avenue 2, Schiphol-rijk, the netherlands

2 Annual general Meeting of Shareholders 2009


1. Opening and annOuncements 2. presentatiOn On 2009 perfOrmance by mr m.p. bakker,

chief executive Officer

3. update and discussiOn On strategy/visiOn 2015

4. annual repOrt 2009

5. discussiOn Of the cOrpOrate gOvernance chapter in the annual repOrt 2009, chapter 11

6. adOptiOn Of the 2009 financial statements1 (resOlutiOn)

7. dividend a. discussion of the reserves and dividend guidelines b. determination and distribution of dividend in cash or in shares (resolution)

8. release frOm liability Of the members Of the bOard Of management (resOlutiOn)

9. release frOm liability Of the members Of the supervisOry bOard (resOlutiOn)

10. remuneratiOn pOlicy Of the bOard Of management (resOlutiOn)

11. supervisOry bOard a. Announcement of vacancies in the Supervisory Board b. opportunity for the general Meeting to make recommendations for the (re)appointment of members of the Supervisory Board c. Announcement by the Supervisory Board of the persons nominated for (re)appointment

12. prOpOsal tO reappOint mr r. king as a member Of the supervisOry bOard (resOlutiOn)

13. prOpOsal tO appOint mr J. Wallage as a member Of the supervisOry bOard (resOlutiOn)

14. annOuncement Of vacancies in the supervisOry bOard as per the clOse Of the annual general meeting Of sharehOlders in 2011

15. annOuncement Of the intentiOn Of the supervisOry bOard tO reappOint mr c.h. van dalen as a member Of the bOard Of management

16. large cOmpany regime prOpOsal tO maintain the large cOmpany regime at the level Of tnt n.v. (resOlutiOn)

17. extensiOn Of the designatiOn Of the bOard Of management as authOrised bOdy tO issue Ordinary shares (resOlutiOn)

18. extensiOn Of the designatiOn Of the bOard Of management as authOrised bOdy tO limit Or exclude the pre-emptive right upOn the issue Of Ordinary shares (resOlutiOn)

19. authOrisatiOn Of the bOard Of management tO have the cOmpany acquire its OWn shares (resOlutiOn)

20. reductiOn Of the issued capital by cancellatiOn Of OWn shares (resOlutiOn)

21. annOuncement Of the main cOnclusiOns Of the bOard Of management and the audit cOmmittee frOm the three-yearly assessment Of the functiOning Of the external auditOr

22. questiOns

23. clOse

1 – the agenda with explanatory notes, the Annual report 2009 and the 2009 financial statements of tnt n.V., which include the accountant’s certificate to be provided in accordance with Section 392 paragraph 1 of Book 2 of the dutch Civil Code and other information, amongst others as mentioned in Section 142 of Book 2 of the dutch Civil Code, are available for inspection at the offices of the company (neptunusstraat 41-63, 2132 JA in hoofddorp) and of ing Bank n.V. (Van heenvlietlaan 220, 1083 Cn in Amsterdam). At these locations copies may be obtained free of charge by shareholders and other persons entitled to take part in the meeting. the documents are also available at group.tnt.com.

agenda

Agenda Annual general Meeting of Shareholders


explanatOry nOtes tO the agenda Of the annual general meeting Of sharehOlders Of 8 april 2010

item 2PreSentAtion on 2009 PerforMAnCe BY Mr M.P. BAKKer, Chief exeCutiVe offiCer Mr M.P. Bakker, Chief executive officer, will present the views of the Board of Management on the most important events in 2009.

item 3uPdAte And diSCuSSion on StrAtegY/ViSion 2015Mr M.P. Bakker, Chief executive officer, will give an update of the strategy/Vision 2015 followed by a discussion with the shareholders.

item 4AnnuAl rePort 2009the Annual report of the Board of Management on the financial year 2009 will be discussed, including the report of the Supervisory Board.

item 5diSCuSSion of the CorPorAte goVernAnCe ChAPter in the AnnuAl rePort 2009, ChAPter 11in accordance with the principles of the dutch corporate governance code 2008 (the ‘Code’), the contents of the chapter in the Annual report on the corporate governance structure (chapter 11) and the statement on compliance with the best practice provisions are tabled for discussion at the Annual general Meeting of Shareholders. tnt n.V. applies the principles and best practice provisions of the Code, except for three best practice provisions that are not fully applied. for further details please refer to chapter 11 of the Annual report.

item 6AdoPtion of the 2009 finAnCiAl StAteMentS (reSolution)it is proposed that the financial statements drawn up by the Board of Management be adopted by the general Meeting.

item 7adiSCuSSion of the reSerVeS And diVidend guidelineS in accordance with the Code, the guidelines of tnt n.V. on reserves and dividend (the level and purpose of the addition to the reserves, the amount of the dividend and the type of dividend) are tabled for discussion and explanation at the Annual general Meeting of Shareholders. reference is made to the reserves and dividend guidelines available at group.tnt.com.

item 7bdeterMinAtion And diStriBution of diVidend in CASh or in ShAreS (reSolution)in accordance with Article 35 of the Articles of Association the Board of Management, with the approval of the Supervisory Board, has appropriated an amount of €117 million out of profit to the reserves. following this appropriation, there remains an amount of €164 million of the profit that is at the disposal of the general Meeting. Subject to the adoption of tnt’s financial statements by the general Meeting and within the scope of the reserves and dividend guidelines of tnt n.V. as discussed under item 7a of the agenda, the proposed 2009 dividend has been set at €53 cents per ordinary share of €48 cents nominal value. After adjusting for the 2009 interim dividend of €18 cents per ordinary share as paid out partly in cash and partly in shares in August 2009 and based on the outstanding number of 370,988,519 ordinary shares as per 31 december 2009, the final dividend will be €35 cents per ordinary share. it is proposed that, at the election of the shareholder, the final dividend be made available in cash or in ordinary shares. the election period is from 12 April 2010 to 26 April 2010 inclusive. to the extent the final dividend is paid out in shares, the shares issued as stock dividend are paid up from additional paid in capital, free from withholding tax in the netherlands. Where shareholders have opted to receive their dividend in shares, the corresponding cash value of €35 cents per share will be deducted from the profit attributable to shareholders and added to the reserves.

the conversion rate of the stock dividend to that of the cash dividend will be determined on 26 April 2010, after close of trading on nYSe euronext by euronext Amsterdam (‘euronext’), based on the volume weighted average price (‘VWAP’) of all tnt shares traded on euronext over a three trading day period from 22 April 2010 to 26 April 2010 inclusive. the value of the stock dividend, based on this VWAP, will, subject to rounding, be targeted at but not lower than 2% above the cash dividend. there will be no trading in the stock dividend rights.

the final dividend represents a total value of €130 million, ignoring the premium for stock election. the ex-dividend date will be 12 April 2010, the record date 14 April 2010 and the dividend will be payable as from 29 April 2010.

this proposal includes the authorisation of the Board of Management, subject to the approval of the Supervisory Board, to issue such number of shares at the expense of the additional paid in capital as is required to make the stock dividend available as specified above, as well as to issue such number of shares at the expense of the additional paid in capital as is required to make any interim stock dividend available during the financial year 2010. the shares will participate in tnt n.V.’s results as of the financial year 2010.


item 8releASe froM liABilitY of the MeMBerS of the BoArd of MAnAgeMent (reSolution)in accordance with Article 34 of the Articles of Association, the general Meeting is requested to release the members of the Board of Management from liability for their management insofar as such management is apparent from the financial statements.

item 9releASe froM liABilitY of the MeMBerS of the SuPerViSorY BoArd (reSolution)in accordance with Article 34 of the Articles of Association, the general Meeting is requested to release the members of the Supervisory Board from liability for their supervision insofar as such supervision is apparent from the financial statements.

item 10reMunerAtion PoliCY of the BoArd of MAnAgeMent (reSolution)the remuneration report concerning the remuneration policy of tnt n.V. can be found in the Annual report in chapter 9, in the notes to the consolidated statements chapter 6 – note 18 and is also available at group.tnt.com. tnt n.V. will present this remuneration policy for adoption to the general Meeting.

the remuneration committee recommended to the Supervisory Board the introduction of a new remuneration policy in 2010, based on principles of transparency and consistency with emerging practice in the market. the Supervisory Board in agreement with the Board of Management adopted these recommendations.

the proposal for a new Board of Management remuneration policy is submitted for adoption to the general Meeting. the key elements of the proposed remuneration policy are:

the levels of base salary will remain frozen at the 2009 –actual levels for 2010 – 2012,the proposed variable compensation scheme: –

amounts to a maximum of 100% potential base salary per –year without a stretch opportunityis a combined short term and long term incentive. It consists –of a three year plan based on the achievement of long term targets, that are translated into yearly targets and derived mostly from three year plansrepresents a multi-stakeholder approach whereby the –target areas are financials, employees, the environment and customersis a rolling plan for the financial targets, except for the –yearly cash flow target, and for the total shareholder return portion which is measured retrospectively. The proposed variable income scheme is a sequential plan for the non-financial targetsmakes payments of the realised incentives available with –a deferred element for 50% of the resulting pay-out delivered in shares

this new policy implies a reduction in maximum total income of 33% for the Ceo and of 24.5% for the other members of the Board of Management when compared to the maximum of the current remuneration policy.

item 11aAnnounCeMent of VACAnCieS in the SuPerViSorY BoArdin accordance with Article 27 of the Articles of Association, the Supervisory Board consists of at least seven and at most twelve members. the number of members is determined by the Supervisory Board. in accordance with the rotation plan as adopted by the Supervisory Board, Mr V. halberstadt and Mr r. King will resign as per the close of the Annual general Meeting of Shareholders to be held on 8 April 2010. Mr halberstadt will not be available for reappointment due to the fulfilment of the maximum 12 year term as a member of the Supervisory Board. Mr halberstadt has been a member of the Supervisory Board since 1998 and has been chairman of the Public Affairs Committee since 2005. Mr King will be available for reappointment. the Supervisory Board has decided to fix its number of members at ten. in view hereof there will be three vacancies to be filled on the Supervisory Board in accordance with the profile of the Supervisory Board. it is proposed to the general Meeting to fill two vacancies, those of Mr halberstadt and of Mr King. the other vacancy will be filled at a later stage. for the vacancy of Mr halberstadt there exists an enhanced recommendation right of the Central Works Council. for the vacancy of Mr King, there is no enhanced recommendation right of the Central Works Council. the profile of the Supervisory Board is available at group.tnt.com.

item 11boPPortunitY for the generAl Meeting to MAKe reCoMMendAtionS for the (re)APPointMent of MeMBerS of the SuPerViSorY BoArdthe general Meeting may recommend persons to the Supervisory Board, with due observance of the relevant profile, to be nominated as a member of the Supervisory Board.

item 11cAnnounCeMent BY the SuPerViSorY BoArd of the PerSonS noMinAted for (re)APPointMenton the condition precedent that the general Meeting makes no recommendations for other persons, the Supervisory Board announces that it nominates Mr r. King for reappointment as Supervisory Board member and Mr J. Wallage for appointment as Supervisory Board member to the Annual general Meeting of Shareholders. the nomination of Mr Wallage follows from the exercise of the enhanced recommendation right by the Central Works Council. the Central Works Council agreed to the nomination of Mr r. King for reappointment.

consists –



item 12ProPoSAl to reAPPoint Mr r. King AS A MeMBer of the SuPerViSorY BoArd (reSolution)on the condition precedent that the general Meeting makes no recommendations for other persons, the Supervisory Board proposes to reappoint Mr r. King as a member of the Supervisory Board.

item 13ProPoSAl to APPoint Mr J. WAllAge AS A MeMBer of the SuPerViSorY BoArd (reSolution)on the condition precedent that the general Meeting makes no recommendations for other persons, the Supervisory Board proposes to appoint Mr J. Wallage as a member of the Supervisory Board.

item 14AnnounCeMent of VACAnCieS in the SuPerViSorY BoArd AS Per the CloSe of the AnnuAl generAl Meeting of ShAreholderS in 2011the Supervisory Board announces that, as per the close of the Annual general Meeting of Shareholders in 2011, Ms M.e. harris and Mr W. Kok will resign according to the rotation plan of the Supervisory Board.

item 15AnnounCeMent of the intention of the SuPerViSorY BoArd to reAPPoint Mr C.h. VAn dAlen AS A MeMBer of the BoArd of MAnAgeMentthe Supervisory Board announces its intention to reappoint Mr C.h. van dalen as a member of the Board of Management effective 8 April 2010. the reappointment will be for a period of four years.

item 16lArge CoMPAnY regiMe ProPoSAl to MAintAin the lArge CoMPAnY regiMe At the leVel of tnt n.V. (reSolution)At the moment, tnt n.V. is a large company regime company (structuurvennootschap). Pursuant to the enabling Act Koninklijke Ptt nederland n.V. (Machtigingswet Koninklijke PTT Nederland N.V.), as lastly amended by law of 1 november 2001 (Wijziging van de Machtigingswet Koninklijke PTT Nederland N.V. in verband met het opheffen van de uitzonderingen die voor Koninklijke KPN Nederland N.V. gelden ten aanzien van de in Boek 2 van het Burgerlijk Wetboek opgenomen regeling voor grote vennootschappen, Statute Book (Staatsblad) 2001, 560), the exceptions pursuant to the sections 153 paragraph 3 (the international holding exemption) and 155 (the mitigated large company regime) of Book 2 of the dutch Civil Code did not apply to tnt n.V. As a consequence thereof, the large company regime could not be excluded by tnt n.V.

Since the new Postal Act (Postwet 2009) came into force on 1 April 2009, the enabling Act Koninklijke Ptt nederland n.V. has been repealed. As a consequence of this repeal, the application of the exceptions pursuant to the sections 153 paragraph 3 (the international holding exemption) and 155 (the mitigated large company regime) of Book 2 of the dutch Civil Code are no longer prohibited by the enabling Act Koninklijke Ptt nederland n.V. therefore, tnt n.V. can either maintain the large company regime (in whole or in part) at the level of tnt n.V., or abolish the large company regime at the level of tnt n.V. by applying for the international holding exemption.

the Board of Management of tnt n.V. is required by law to put the item of maintaining or abolishing the large company regime (in whole or in part) at the level of tnt on the agenda of the Annual general Meeting of Shareholders.

the Board of Management, with the approval of the Supervisory Board, proposes to maintain the large company regime unchanged at the level of tnt n.V. Abolishing the full large company regime at the level of tnt n.V. would result, as a requirement of dutch corporate law, in having one or more large company regimes at a lower level within the tnt group. Since tnt n.V. is implementing the Vision 2015 strategy, which strategy is encompassing the period 2010 – 2015 and is aiming for well-balanced and ambitious business and financial objectives centered around the five focus areas of tnt’s portfolio, the Board of Management and the Supervisory Board consider it desirable to maintain the large company regime at the level of tnt n.V. the abolition of the large company regime could interfere with the structural changes required for the implementation of the Vision 2015 strategy. the current large company regime assists in the alignment of managerial, governance and legal structures thereby facilitating the decision-making at a central level.

in the event the general Meeting resolves to reject the proposal to maintain the large company regime unchanged at the level of tnt n.V., the Board of Management will – with the approval of the Supervisory Board – prepare a proposal to amend the Articles of Association in order to abolish the large company regime and put that proposal to the vote at the Annual general Meeting of Shareholders in 2011. the abolition of the large company regime at tnt n.V. will require the Central Works Council’s advice.


item 17extenSion of the deSignAtion of the BoArd of MAnAgeMent AS AuthoriSed BodY to iSSue ordinArY ShAreS (reSolution)under Article 12 of the Articles of Association, the Board of Management may resolve to issue shares and to grant rights to subscribe for shares. Such resolutions are subject to the approval of the Supervisory Board. Article 12 of the Articles of Association provides that the period during which this authority is valid is determined by resolution of the general Meeting provided that the period does not exceed five years. the general Meeting also determines the scope of this authority. Pursuant to a resolution passed by the Annual general Meeting of Shareholders held on 8 April 2009, the designation of the Board of Management as authorised body to issue ordinary shares and to grant rights to subscribe for ordinary shares as referred to in Article 12 of the Articles of Association, was extended for a period expiring 18 months after 8 April 2009.

the designation of the Board of Management as authorised body to issue ordinary shares and to grant rights to subscribe for ordinary shares in the capital of the company is intended to maintain the current flexibility regarding the financing of the company through new equity. issuance of ordinary shares may also be of use to accomplish acquisitions without undue delay through a share exchange.

it is proposed to extend the current designation of the Board of Management as authorised body to issue ordinary shares and to grant rights to subscribe for ordinary shares for a period of 18 months from the date of the Annual general Meeting of Shareholders and therefore until 8 october 2011. the authority of the Board of Management regarding the issue of ordinary shares shall once again be limited to a maximum of 10% of the issued capital, at the time of issue, plus a further issue up to 10% of the issued capital, at the time of issue, in case an issue takes place in relation to a merger or an acquisition. these percentages do not include the ordinary shares issued as stock dividend pursuant to the resolution of the general Meeting by virtue of the proposal to distribute stock dividend as referred to under item 7b on the agenda.

item 18extenSion of the deSignAtion of the BoArd of MAnAgeMent AS AuthoriSed BodY to liMit or exClude the Pre-eMPtiVe right uPon the iSSue of ordinArY ShAreS (reSolution)the designation of the Board of Management as authorised body regarding the pre-emptive right is linked to the proposal under agenda item 17. the authority of the Board of Management to limit or exclude the pre-emptive right is related to the fact that due to

some foreign legal systems, shareholders outside the netherlands are not eligible in some cases to exercise statutory pre-emptive rights. in the event of an issue of shares, the Board of Management could decide in conformity with market practice to grant existing shareholders a non statutory pre-emptive right. it is proposed to extent the designation of the Board of Management as the authorised body to limit or exclude the pre-emptive right to the issuance of ordinary shares, including the granting of rights to subscribe for ordinary shares, for a period of 18 months from the date of the Annual general Meeting of Shareholders and therefore until 8 october 2011. the authority of the Board of Management shall be limited to a maximum of 10% of the issued capital at the time of issue plus a further issue up to 10% of the issued capital at the time of issue in case an issue takes place in relation to a merger or an acquisition. A resolution of the Board of Management to limit or exclude the pre-emptive right shall be subject to the approval of the Supervisory Board.

item 19 AuthoriSAtion of the BoArd of MAnAgeMent to hAVe the CoMPAnY ACquire itS oWn ShAreS (reSolution)under Article 15 of the Articles of Association, the company may acquire its own shares or depositary receipts for such shares, pursuant to a resolution of the Board of Management that is subject to the approval of the Supervisory Board. the Board of Management furthermore requires authorisation by the general Meeting. the authorisation is valid for 18 months from the date of the meeting. the general Meeting granted such authorisation on 8 April 2009 until 8 october 2010.

it is proposed to again authorise the Board of Management to have the company acquire its own ordinary shares or depositary receipts for such shares through purchase on a stock exchange or otherwise for a period of 18 months from the date of the Annual general Meeting of Shareholders and therefore until 8 october 2011. the authorisation again relates to the maximum authorised by the Articles of Association at a share price of at least one eurocent (€0.01) and at a maximum share price equal to the quoted ordinary share price plus 10%. the quoted share price is defined as the average of the closing prices of the tnt n.V. share according to the official Price list of euronext Amsterdam n.V. for a period of five trading days prior to the date of repurchase.

item 20reduCtion of the iSSued CAPitAl BY CAnCellAtion of oWn ShAreS (reSolution)in 2009 the general Meeting authorised the Board of Management of tnt n.V. to repurchase ordinary shares in its own capital for a period of 18 months from the date of the meeting on 8 April 2009. for this year the authorisation is scheduled as well under item 19 of the agenda.



in accordance with Article 16 of the Articles of Association of the company, the Board of Management proposes, with the approval of the Supervisory Board, that the general Meeting resolves to reduce the issued capital through cancellation of ordinary shares. the number of ordinary shares that will be ultimately cancelled following this resolution, will be resolved upon by the Board of Management. it is restricted to a maximum of 10% of the issued capital as shown in the annual accounts for the financial year 2009. only shares held by the company may be cancelled. the number of shares that will be ultimately cancelled will be published at group.tnt.com and will also appear from filings with the Commercial register. the reduction of the issued capital shall be carried out in accordance with applicable regulations as stipulated by law and the Articles of Association.

item 21 AnnounCeMent of the MAin ConCluSionS of the BoArd of MAnAgeMent And the Audit CoMMittee froM the three-YeArlY ASSeSSMent of the funCtioning of the externAl AuditorBest practice provision V.2.3 of the Code provides that ‘at least once every four years, the supervisory board and the audit committee shall conduct a thorough assessment of the functioning of the external auditor’. in its group Policy on Auditor independence & Pre-approval, tnt provides that the functioning of the external auditor will in fact be assessed every three years, i.e. more frequently than the Code actually requires.

Based on tnt’s group Policy on Auditor independence & Pre-approval, the following aspects of the functioning of the external auditor PricewaterhouseCoopers will be assessed with respect to the audit of the 2009 financial year:1. the auditing work and its quality;2. the added value of the work;3. customer satisfaction; and4. controls and procedures to maintain the independence

of the external auditor.

the main conclusions of the evaluation will be discussed during the Annual general Meeting of Shareholders.

item 22queStionS

item 23CloSe


the information as meant in Section 142 of Book 2 of the dutch Civil Code regarding individuals recommended to be appointed or reappointed as members of the Supervisory Board is as follows:

Mr r. King

year Of birth1940

fOrmer pOsitiOnsSa Sa international holdings limited –odS System-Pro holdings limited (hong Kong) –Ceo of orient overseas international limited –

supervisOry directOrships and Other pOsitiOns

Arrow electronics, inc. (uSA) –orient overseas international limited (hong Kong) – – honorary Consul for the republic of latvia in hong Kong SAr

sharehOlding0

natiOnalityAmerican

reasOn Mr King has been a member of the Supervisory Board since 20 April 2006. during his career he has acquired extensive financial and managerial knowledge in international business environments especially in the Asian region. his knowledge and expertise have been and are of great value to tnt n.V.

Mr J. Wallage

year Of birth1946

fOrmer pOsitiOnsJunior Minister of education and Sciences –Junior Minister of Social Affairs and employment –Chairman of labour Party in dutch Parliament –Mayor of the City of groningen, the netherlands –

supervisOry directOrships and Other pOsitiOns

Chairman of the Council for Public Administration –Professor university of groningen, the netherlands –(integration and public administration)Vice-chairman of oranjefonds –Chairman of board nationale reisopera –Member of the Supervisory Board of rijks –opleidingsinstituut

sharehOlding0

natiOnalitydutch

reasOn Mr Wallage has had a very successful career in the public sector in the netherlands. for a number of years he was a member of the dutch Parliament (lower house) and served as a junior Minister of the Ministry of education and Sciences and as a junior Minster of the Ministry of Social Affairs and employment. he was mayor of the city of groningen from 1998 until 2009. Mr Wallage combines expertise in the area of dutch social relations with the knowledge of the public sector and is an insider in the dutch political arena. his expertise will be of great value to tnt n.V.



recOrd date and nOtificatiOnthe Board of Management has determined to recognise as persons entitled to take part in and vote at the meeting, those persons who on 11 March 2010 (the record date), following the processing of all additions and withdrawals as at the record date, have those rights and are recorded in one of the registers designated thereto by the Board of Management and who have made a notification in the manner set out below.

for holders of ordinary registered shares, the designated register will be the register of shareholders of tnt n.V. for holders of ordinary bearer shares the designated register will be the record as per the record date of the bank or other institution associated with euroclear netherlands that keep their shares registered in its administration.

As from today, holders of ordinary registered shares and holders of a right of pledge or a right of usufruct on such shares who are entitled to take part in and to vote at the meeting and who wish to attend the meeting in person or by proxy must notify the Board of Management of this in writing. the notification must be received by the Board of Management ultimately on 1 April 2010.

As from today, holders of ordinary bearer shares and holders of a right of pledge or a right of usufruct on such shares who are entitled to take part in and to vote at the meeting and who wish to attend the meeting in person or by proxy, must ultimately on 1 April 2010, 5.00 p.m., notify ing Bank n.V. of this in writing via their bank or via another institution associated with euroclear netherlands that keeps their shares registered in its administration. the institutions associated with euroclear netherlands must submit a statement to ing Bank n.V. ultimately on 2 April 2010 specifying the number of shares held and registered in the name of the shareholder concerned on the record date. Shareholders will then be sent a combined deposit number and admission ticket.

prOxy and vOting instructiOnsShareholders who are not in a position to attend the meeting in person, may, without prejudice to the above registration and attendance notification provisions, grant a written or electronic proxy to an independent third party: Mr g.W.Ch. Visser, civil law notary in Amsterdam, the netherlands, and/or his replacement and/or each (junior) civil law notary of Allen & overy llP. the written proxy can be granted with or without voting instructions. in case a proxy is granted without voting instructions it shall be deemed to include a voting instruction in favour of all proposals.

Proxy forms to be used in granting a written proxy are available free of charge at the offices of tnt n.V. and at group.tnt.com. the written proxy must have been received by the Board of Management at the offices of tnt n.V. (neptunusstraat 41-63, 2132 JA in hoofddorp) or at the offices of ing Bank n.V. (Van heenvlietlaan 220, 1083 Cn in Amsterdam) ultimately on 1 April 2010.

the electronic proxy (always containing a voting instruction) must be returned no later than 1 April 2010, via the webpage made available for that purpose at group.tnt.com. if you wish to make use of this possibility, then you should: 1. Ask your bank to confirm to you in writing that your

tnt n.V. shares are registered in your name on the record date.

2. register via group.tnt.com for the electronic proxy and voting instruction.

3. You will receive a password via e-mail that you can use, only in combination with the deposit number you received from your bank, to complete and submit your electronic proxy and voting instruction via group.tnt.com to civil law notary Mr g.W.Ch. Visser, Amsterdam, and/or his replacement.

4. You may submit or change your electronic proxy and voting instruction ultimately on 1 April 2010.

5. Should you decide to personally attend the meeting anyway, you may withdraw your electronic proxy and voting instruction prior to the meeting at the registration desk.

6. the website facilitates split voting for different shareholders issuing proxies to the same proxyholder.

Written questiOnsAs of today, tnt n.V. offers shareholders the opportunity to submit written questions concerning items on the agenda ultimately on 2 April 2010. these questions may be jointly dealt with and discussed at the Annual general Meeting of Shareholders. All questions should be submitted to the corporate secretary at [email protected]. Please note that the Annual general Meeting of Shareholders will be made public through webcasting.

admittancePersons entitled to take part in the meeting may be asked for identification prior to being admitted. Persons entitled to take part in the meeting are therefore asked to carry a valid identity document (such as a passport or driving licence).

the Supervisory Board of tnt n.V., Amsterdam, 1 March 2010

tnt's annual general meeting of shareholders 2009...2010/04/08 · agenda annual general...

Documents