Press Release

This is a press release by TNT Express N.V. in connection with the recommended public offer by FedEx Acquisition B.V. for all issued and outstanding ordinary shares including ordinary shares represented by American depositary shares of TNT Express N.V. The Offer is made solely pursuant to the Offer Document, approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten).
Terms not defined in this press release will have the meaning as set forth in the Offer Document.

TNT Express N.V. ("TNT Express") announces that the Extraordinary General Meeting of Shareholders ("EGM") was held today, as per the agenda dated 21 August 2015.

At the EGM, the shareholders discussed the recommended public offer by FedEx Acquisition B.V., an indirect wholly-owned subsidiary of FedEx Corporation, for all issued and outstanding ordinary shares including ordinary shares represented by American depositary shares of TNT Express. The Executive Board and Supervisory Board of TNT Express restated their support and recommendation for FedEx’s offer, which is set to provide compelling benefits and opportunities to TNT’s customers, employees and shareholders. Accordingly, the Boards recommended to shareholders to tender their shares pursuant to the offer.

Furthermore, the general meeting resolved to adopt the following resolutions:

• Conditional Asset Sale and Liquidation
• Conditional amendment of TNT Express’ articles of association as per the Settlement Date
• Conditional conversion of TNT Express in a B.V. and amendment of the Articles of Association as per the date of delisting from Euronext Amsterdam and pursuant to the conversion
• Conditional appointment of Mr. D. Cunningham as member of the Supervisory Board as per the Settlement Date
• Conditional appointment of Ms. C.P. Richards as member of the Supervisory Board as per the Settlement Date
• Conditional appointment of Mr. D. Bronczek as member of the Supervisory Board as per the Settlement Date
• Conditional appointment of Mr. D. Binks as member of the Executive Board as per the Settlement Date
• Conditional appointment of Mr. M. Allen as member of the Executive Board as per the Settlement Date
• Conditional amendment of the 2014 remuneration policy of the Executive Board to make changes to the remuneration of Mr. De Vries as per the Settlement Date
• Conditional granting of full and final discharge from liability to all members of the Supervisory Board for their functioning until the date of the EGM, as per the Settlement Date: Mr A. Burgmans, Mr. S. Levy, Ms. M.E. Harris, Mr. R. King, Ms. M.A. Scheltema and Mr. S.S. Vollebregt
  
• Conditional granting of full and final discharge from liability to all members of the Executive Board for their functioning until the date of the EGM, as per the Settlement Date: Mr L.W. Gunning and Mr. M.J. de Vries

Further information

Shareholders have the opportunity until 30 October 2015 17:40 CET to tender their Shares under the Offer, unless the Acceptance Period is extended.

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Document, dated 21 August 2015 (the "Offer Document"). In addition, TNT Express has made available the Position Statement, containing the information required by Article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Document and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Document and the Position Statement.

Terms not defined herein shall have the meaning as set out in the Offer Document.

Shareholders are advised to review the Offer Document and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Document and the Position Statement. In addition, shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.

Digital copies of the Offer Document are available on the website of TNT Express at www.tnt.com/corporate and on the website of FedEx at http://investors.fedex.com. Such websites do not constitute a part of, and are not included or referred to in, the Offer Document. Copies of this Offer Document are also available free of charge from TNT Express, the Settlement Agent, ADS Tender Agent and the Information Agent.

About TNT
TNT is one of the world’s largest express delivery companies. On a daily basis, TNT delivers close to one million consignments ranging from documents and parcels to palletised freight. The company operates road and air transportation networks in Europe, the Middle East and Africa, Asia-Pacific and the Americas. TNT made €6.7 billion in revenue in 2014.

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