DEMERGER EXPRESS AND MAIL BUSINESSES
On 2 December 2010, TNT N.V. announced its intention to demerge the Express Business to thereby create a newly listed company, TNT Express N.V. After the demerger, TNT N.V. will continue the Mail Business and will be renamed PostNL N.V.
The main reasons for separation are the increasingly divergent strategic profiles of the two businesses and the limited synergies between them. Separation will enable greater focus, transparency and two distinct investment opportunities for shareholders. It will also facilitate participation in possible sector consolidation.
The legal and organisational restructuring of the company was completed on 1 January 2011. The required demerger and merger proposals were filed with the Chamber of Commerce on 11 April 2011, concurrent with the issuance of the TNT Express N.V. prospectus. Positive advice from all relevant works’ councils was already received in November 2010.
The District Court has confirmed that no creditor has filed objections to the proposed demerger and merger. The proposed transaction is now only subject to approval from the shareholders' meeting. The shareholders will have the opportunity to discuss the demerger proposal during the AGM. Voting will take place in the subsequent EGM. This vote will end a period of more than one year in which the best structure, balancing the interest of all stakeholders, for the future success of the two businesses was analysed, decided upon and prepared for implementation.
Two successful independent companies
The demerger will create two strong, independently listed companies, with solid funding positions, clear strategies and strong management teams.
In Europe, TNT Express offers profitable growth through its existing core business and through the development of high-end B2C parcels, freight and in sector-specific value-added solutions. In emerging markets, TNT Express will continue to lead the way in the development of day-certain domestic express services and further grow its intercontinental activities on the China-Europe lane. In the medium term, TNT Express’ Europe Middle East and Africa revenue is to grow organically and through new initiatives, with an operating margin increasing to 10-11%. Asia-Pacific and Americas are to realise double-digit revenue growth and to provide a solid contribution to profitability.
PostNL is one of the best postal operators in the world, with a proven track record in operational improvement. In the rest of Europe PostNL has leading positions in Germany, the UK and Italy. Growth will be realised through Mail’s highly successful Parcels unit and the International activities. PostNL’s target in 2015 is a stable cash operating income (including cash pension contributions and restructuring cash flows) of €300 – 370 million.
AGM / EGM AGENDA
Among the other items on the agenda for today’s AGM / EGM are the Annual Report 2010 (including the adoption of the 2010 financial statements), a discussion on the corporate governance chapter, the 2010 dividend proposal, (re)appointments within the Supervisory Board, the appointment of members of the Board of Management of TNT N.V. and the proposed amendment of the Articles of Association (including Large Company Regime).
Immediately following the AGM, TNT N.V. will conduct an EGM on which the only agenda item is the demerger proposal.
In preparation for today’s AGM / EGM, all but one of the proxy advisory firms have given a positive voting advice on all agenda items of the AGM / EGM, including the vote on the demerger itself.
TNT has understood that the negative recommendation of the proxy advisory firm relates to the provisions on the appointement and dismissal of board members and the protective measure (preference shares Stichting Continuïteit TNT Express) of TNT Express N.V., which are included as integral part of the demerger proposal.
TNT wishes to stress that its proposals ensure the continuity of TNT Express N.V. and carefully balance the interests of all stakeholders including employees and shareholders. Shareholders will benefit from the demerger and the abolishment of the Large Company Regime for TNT Express N.V. Furthermore, the shareholding of PostNL N.V. in TNT Express N.V. will be purely financial and the protection measure is in line with market practice and proportionate (only call option for Foundation).
As to the provisions on appointment and dismissal, TNT Express N.V. (post demerger) is keen to discuss all matters regarding the thresholds with shareholders. They have indicated that they are willing to discuss changing the articles of association of TNT Express N.V. to allow appointment and dismissals of board members to be decided upon by normal majority, provided that this majority represents at least 1/3 of the issued capital of the company. Shareholders would be allowed to vote on these amendments at the 2012 AGM. All subject to employee consultation and advice requirements.
After the AGM and EGM TNT will publish a press release on the decisions taken and appointments made.
The full agenda, the TNT Express N.V. prospectus and more background information on the nominated persons are available online at www.tnt.com
. Furthermore both meetings can be viewed live via www.tnt.com