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Offer Memorandum

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Offer Memorandum This Offer expires at 18:00 hours, Amsterdam time (12:00 hours (noon), New York time), on 31 August 2012, unless extended OFFER MEMORANDUM Dated 21 June 2012 RECOMMENDED CASH OFFER BY UPS BIDCO B.V. FOR (I) ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES AND (II) ALL ISSUED AND OUTSTANDING AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, OF TNT EXPRESS N.V. This Offer expires at 18:00 hours, Amsterdam time (12:00 hours (noon), New York time), on 31 August 2012, unless extended OFFER MEMORANDUM Dated 21 June 2012 RECOMMENDED CASH OFFER BY UPS BIDCO B.V. FOR (I) ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES AND (II) ALL ISSUED AND OUTSTANDING AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE, OF TNT EXPRESS N.V. This offer memorandum (the Offer Memorandum) contains the details of the recommended public offer by UPS BidCo B.V. (the Offeror), an indirectly wholly-owned subsidiary of United Parcel Service, Inc. (UPS), to all holders of issued and outstanding ordinary shares with a nominal value of EUR 0.08 each (the Ordinary Shares) and all American depositary shares representing Ordinary Shares (each, an ADS), each ADS representing one Ordinary Share (Ordinary Shares and ADSs are referred to herein as the Shares and each a Share, the holders of such Shares the Shareholders), in the share capital of TNT Express N.V. (TNT Express) to purchase for cash their Shares on the terms and subject to the conditions and restrictions set forth in this Offer Memorandum (the Offer). As at the date of this Offer Memorandum, 543,272,474 Ordinary Shares are issued by TNT Express and subject to the Offer, approximately 2.7 million of which are held in the form of ADSs representing approximately 0.5% of the issued and outstanding Ordinary Shares. This Offer Memorandum contains the information required by Article 5:76 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht, the Wft) in conjunction with Article 8, paragraph 1 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft, the Decree) in connection with the Offer. This Offer Memorandum has been reviewed and approved by The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM) as an offer memorandum under Article 5:76 of the Wft. The information required by Article 18, paragraph 2 of the Decree in connection with the Offer is included in the Position Statement. The Position Statement, including all appendices thereto, does not 1 form part of this Offer Memorandum and has not been reviewed or approved by the AFM prior to publication. The Position Statement will be reviewed by the AFM after publication. Capitalised terms used in this Offer Memorandum have the meaning set out in Section 4 (Definitions) or elsewhere in this Offer Memorandum. Shareholders tendering their Ordinary Shares under the Offer will be paid on the terms and subject to the conditions and restrictions contained in this Offer Memorandum in consideration for each Ordinary Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred (geleverd), an amount in cash of EUR 9.50 (nine euro and fifty cents) and Shareholders tendering their ADSs under the Offer will be paid on the terms and subject to the conditions and restrictions contained in this Offer Memorandum in consideration for each ADS validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) an amount equal to the U.S. dollar equivalent of EUR 9.50 (nine euro and fifty cents), net to the Shareholder in cash, without interest and less any applicable withholding taxes, calculated by using the spot market exchange rate for the U.S. dollar against the euro on the Closing Date (the Offer Price). The Offer Price is cum dividend, except for a Financial Year 2011 final dividend payment of EUR 0.004 per Share, which has been paid on 7 May 2012. In the event any dividend or other distribution (other than the Financial Year 2011 final dividend payment of EUR 0.004 per Share) (a Distribution) on the Shares is declared by TNT Express (whereby the record date that is decisive for entitlement to such Distribution is prior to Settlement (as defined below)), the Offer Price will be decreased by the full amount of any such Distribution made by TNT Express in respect of each Share (before any applicable withholding tax). The supervisory board and the executive board of TNT Express (the Supervisory Board and the Executive Board respectively, or together the Boards) fully support and unanimously recommend the Offer to the Shareholders for acceptance. Reference is made to Section 6.6 (Recommendation) and the Position Statement. PostNL N.V. has irrevocably undertaken to tender all Shares held by it as per the Closing Date (as defined below) under the terms and conditions of this Offer Memorandum. The Offer Period under the Offer will commence at 09:00 hours, Amsterdam time (03:00 hours, New York time), on 22 June 2012 and will expire at 18:00 hours, Amsterdam time (12:00 hours (noon), New York time), on 31 August 2012, unless the Offeror extends the Offer Period in accordance with Section 5.5 (Extension), in which case the closing date shall be the date on which the extended Offer Period expires (such initial or postponed date, the Closing Date). Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Offer Period in accordance with the provisions of Article 15, paragraph 3 of the Decree. The Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) within three (3) Business Days following the Closing Date, in accordance with Article 16 of the Decree (the Unconditional Date). Announcements contemplated by the foregoing paragraphs will be made by press release. Reference is made to Section 5.9 (Announcements). 2 In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and transferred (geleverd) (as applicable) their Shares for acceptance pursuant to the Offer prior to or on the Closing Date (each of these Shares, a Tendered Share) will receive the Offer Price in respect of each Tendered Share, and the Offeror shall acquire each Tendered Share within five (5) Business Days following the Unconditional Date (Settlement and the day on which the Settlement occurs the Settlement Date). At 14:00 hours, Amsterdam time, on 6 August 2012, such date being at least six (6) Business Days prior to the Closing Date, an extraordinary general meeting of Shareholders (the EGM) will be held at the TNT Centre, Taurusavenue 111, 2132 LS Hoofddorp, the Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with Article 18, paragraph 1 of the Decree. In addition, certain resolutions will be proposed to the EGM in connection with the Offer. Reference is made to Section 6.17 (EGM) and the Position Statement. Pursuant to an exemption granted by the AFM, TNT Express has not included a review report on financial information in respect of the first quarter of the Financial Year 2012 in this Offer Memorandum. However, under the terms of the exemption, TNT Express has included the unaudited and not-reviewed information for the first quarter of the Financial Year 2012 in Section 13.7 of this Offer Memorandum and will publish its reviewed results for the first half of the Financial Year 2012 by press release on 30 July 2012, prior to the date of the Shareholders’ Meeting to be held on 6 August 2012. The review report in respect of the results for the first half of the Financial Year 2012 will also be made available on the website of TNT Express. Shareholders are advised to await TNT Express’ reviewed results for the first half of the Financial Year 2012 before making their decision to tender their Shares under the Offer. 3 1. TABLE OF CONTENTS 1. TABLE OF CONTENTS ........................................................................................................... 4 2. RESTRICTIONS ........................................................................................................................ 9 2.1 UNITED STATES OF AMERICA ..................................................................................... 9 2.2 CANADA AND JAPAN .................................................................................................. 10 3. IMPORTANT INFORMATION .............................................................................................. 12 3.1 INFORMATION ........................................................................................................... 12 3.2 RESPONSIBILITY ........................................................................................................ 12 3.3 PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION ............. 12 3.4 GOVERNING LAW ...................................................................................................... 14 3.5 LANGUAGE ................................................................................................................ 14 3.6 CONTACT DETAILS .................................................................................................... 15 3.7 AVAILABILITY OF INFORMATION ............................................................................. 15 3.8 ASSIGNMENT
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