Announcement conversion rate final dividend 2009

Amsterdam - On 8 April 2010, the Annual General Meeting established the final dividend over 2009 at € 0.35 per ordinary share. The final dividend is payable, at the shareholder’s election, either wholly in ordinary shares or wholly in cash.

Shareholders who elected a final dividend in shares will receive one new TNT N.V. ordinary share for every 65 dividend rights. This stock dividend right represents a value of € 0.3578 which is 2.21% above the value of the cash dividend. The conversion rate has been based on the volume-weighted average share price of € 23.2539 for all TNT N.V. shares traded on Euronext Amsterdam over a three trading day period from 22 up to and including 26 April 2010.

Over 50% of outstanding capital has elected for dividend to be paid in stock, which results in approximately 2,900,500 new ordinary shares being issued as stock dividend. The stock dividend will be paid out of additional paid in capital as part of the distributable reserves, free of withholding tax in the Netherlands.

The dividend will be payable as from 29 April 2010.