EGM – DEMERGER PROPOSAL APPROVED
At the EGM held today immediately following the Annual General Meeting (AGM) of shareholders, shareholders approved the demerger of the Express Business which will create a newly listed company, TNT Express N.V.
TNT N.V. will continue the Mail Business and will be renamed PostNL N.V.
Prior to demerger, the Express Business is held by TNT Express Holdco B.V., a direct wholly owned subsidiary of TNT N.V. TNT Express N.V. is also a direct wholly owned subsidiary of TNT N.V. The demerger, which will result in the separation of TNT Express N.V. from TNT N.V., will be executed in two steps.
First, a demerger will take place on 30 May in which 70.1% of the shares in TNT Express Holdco B.V. is demerged by TNT N.V. to TNT Express N.V. As part of the legal demerger, TNT Express N.V. will allot ordinary shares to the existing shareholders of TNT N.V. TNT shareholders will receive one ordinary share in the newly listed TNT Express N.V. for each one ordinary TNT N.V. share currently held. The demerger will become effective immediately after 00.00 CET on 31 May.
Second, on 31 May the demerger will be followed by a merger between TNT Express N.V. and TNT Express Holdco B.V., after which TNT Express Holdco B.V. will cease to exist.
As part of the legal merger, TNT Express will allot such number of shares to TNT N.V. for it to hold 29.9% of the ordinary shares of TNT Express N.V. This minority stake is to be a financial shareholding to cover equity and funding requirements. It is governed by an agreement that provides for the terms and conditions on lockup and orderly market arrangements, subject to which Mail will reduce its shareholding over time. The merger will become effective immediately after 00.00 CET on 1 June.
As from 1 June the issued share capital of TNT Express N.V. will consist of 542,033,181 ordinary shares.
TRADING OF TNT EXPRESS N.V. AND POSTNL N.V. SHARES
Ahead of the execution of the demerger, trading of the TNT Express N.V. shares on NYSE Euronext Amsterdam is expected to commence tomorrow, 26 May 2011, at 09:00 CET under the symbol “TNTE” on an "as if and when issued” basis. The "ex spin off" date of the shares in TNT N.V (to be renamed PostNL N.V. following the demerger) – then to be traded under the symbol “PNL” - will also be 26 May 2011. Initial settlement of trades on 26 May 2011 is expected to take place on 31 May 2011, before opening of business at NYSE Euronext Amsterdam. This is also the first day of irrevocable trading of the shares.
More information on TNT Express N.V., the demerger, the listing and trading can be found in the prospectus and associated demerger documentation that is made available on www.tnt.com.
Board of Management and Supervisory Board TNT N.V. (PostNL N.V.)
During the AGM the following announcements with regard to the Supervisory Board and the Board of Management were made:
As per the close of the AGM Ms M.E. Harris and Mr W. Kok will retire according to the rotation plan of the Supervisory Board. Both Ms Harris and Mr Kok were available for reappointment and have been reappointed by the AGM as a member or the Supervisory Board. Ms Harris will however resign as a member of the Supervisory Board on the date the demerger becomes effective given her appointment to the Supervisory Board of TNT Express N.V.
Conditional on the demerger becoming effective, Ms T. Menssen and Mr M.A.M. Boersma have been appointed by the AGM as members of the Supervisory Board for a period of four years.
As per the close of the AGM in 2012, Messrs P.C. Klaver and R.J.N. Abrahamsen will resign according to the rotation plan of the Supervisory Board.
Conditional on the demerger becoming effective Ms H.W.P.M.A. Verhagen and Messrs J.P.P. Bos and G.T.C.A. Aben were appointed as member of the Board of Management of TNT N.V. (PostNL N.V.) for a period of four years. Mr H.M. Koorstra continues to be on the Board and is the CEO and Chairman of the Board of Management of PostNL.
Following the demerger, the Supervisory Board of PostNL N.V. will consist of the following members: Messrs P.C. Klaver (Chairman), R.J.N. Abrahamsen, W. Kok, J. Wallage and M.A.M. Boersma and Ms P.M. Altenburg and Ms T. Menssen.
The remuneration policy for PostNL N.V.’s Board of Management was presented at the AGM. For the year 2011, the base salary for the CEO has been set at €700,000, with a maximum total compensation of €1,400,000 (variable income potential amounting to 100% of base salary per year). The base salary for the CFO has been set at €350,000, for the Board member responsible for Parcels and International at €410,000 and for the Board member responsible for HR at €350,000. All Board members have a variable income potential amounting to 100% of base salary per year.
With the demerger approved, the current CEO’s position will become redundant and Mr M.P. Bakker will leave TNT after almost 20 years of service, of which the last 14 years as a member of the Board of Management. Within the applicable original arrangements, in addition to the contractual notice period, the Supervisory Board and Mr Bakker have agreed a compensation equal to two times his annual base salary for the termination of his employment. Mr Bakker will step down as CEO and leave TNT effective 1 June 2011.
OTHER POINTS ON THE AGENDA:
During the AGM the following points were discussed:
- The corporate governance chapter in the Annual Report 2010.
- The demerger proposal and the related amendment of the articles of association, to be decided upon at the subsequent EGM.
Furthermore the AGM adopted the following resolutions:
- To adopt the 2010 financial statements 2010
- To determine the dividend over 2010 at € 0.57 per ordinary share, duly noting that € 0.57 has already been paid in cash or shares as an interim dividend. Therefore the final dividend will be € 0 per ordinary share.
- To release from liability the members of the Board of Management in so far as apparent from the financial statements.
- To not release the Supervisory Board from liability for their supervision.
- To abolish the full large company regime at the level of TNT N.V. and to amend the articles of association. However, this resolution was withdrawn following the demerger resolution at the EGM as the latter entails an amendment to the articles of association in which the large company regime is reinstated given that subsequent to the demerger TNT N.V.’s (PostNL N.V) business is primarily based in the Netherlands and this requires the legal application of the large company regime.
- To extend the designation of the Board of Management as authorised body to issue ordinary shares until 25 November 2012. This authority shall be limited to a maximum of 10% of the issued capital plus a further 10% of the issued capital in case an issue takes place in relation to a merger or an acquisition.
- To extend the designation of the Board of Management as authorised body to limit or exclude the pre-emptive right to issue ordinary shares until 25 November 2012. This authority shall be limited to a maximum of 10% of the issued capital plus a further 10% of the issued capital in case an issue takes place in relation to a merger or an acquisition.
- To authorise the Board of Management to have the company acquire its own shares to a maximum of 10% of the issued share capital until 25 November 2012.
- To reduce the issued share capital by cancelling such number of ordinary shares as will be determined by the Board of Management, with a restriction of 10% of the issued share capital as shown in the annual accounts for the financial year 2010.
Executive board and Supervisory Board TNT Express N.V.
The current members of the Executive Board of TNT Express N.V. - Ms M.-C. Lombard (CEO) and Mr B.L. Bot (CFO) - were appointed by TNT N.V. on 2 March 2011.
Today, in accordance with Dutch law and in view of the continuity of the business, the first members of the Supervisory Board are appointed by TNT N.V. as sole shareholder of TNT Express N.V. These members are: Messrs A. Burgmans , S. Levy , R. King and T. Gunning and Ms M.E. Harris and Ms M. Scheltema. The Chairman of the Supervisory Board of TNT Express N.V will be Mr Burgmans.
More information on the Executive Board (including remuneration), Supervisory Board and corporate governance can be found in the TNT Express N.V. prospectus available online at www.tnt.com