Programme overview Introduction & Separation Tea Break 13.00 Peter Bakker 13.20 Bernard Bot 13.50 Q&A 14.20 Short Break Closing & Drinks 14.50 15.10 15.20 15.35 15.50 16.20 16.35 17.00 Harry Koorstra Jan Bos Q&A Marie-Christine Lombard Bernard Bot Q&A 1
TNT The separation Peter Bakker 2 December 2010
Objectives of today Overview of separation TNT NV Business update Introduction to strategy Full capital markets days will be hosted in early 2011 3
Recent developments Group Demerger proposal announced today Internal separation fully effective per January 2011 Positive Works Councils advices received First tangible yield improvements Further expansion of air network (3 B-777) Ongoing attention for Air Cargo Security Unions confirmed the necessity and direction of reorganisation Constructive dialogues with Unions on-going Government-appointed investigator to evaluate postal market Ministerial decree 4
Chronological steps towards separation Announcements December 3, 2009 (Analyst day) February 1, 2010 (Trading update) April 8, 2010 (AGM) August 2, 2010 (HY results) December 2, 2010 (Analyst Day) The activities will over time be prepared for partnership options including possible future mail incumbent consolidation Preparations in NL have started, to enable the entering into partnerships Internal carve-out will be realised, partnership discussions pursued and alternatives assessed, including a (partial) listing or IPO of the business TNT announces its intention to separate fully its and businesses through capital markets transaction Announcement of demerger plans 5
Reasons for separation Diverging business profiles Realise upside Accelerate upside Reason for separation Diverging strategic challenges - : fast, cyclical growth, global footprint - : structural volume decline, Dutch Prevent downside Cyclicality No significant synergies - Limited commercial and operational overlap - Especially after refocusing European mail activities Single business profile and focus, both internally and externally 6
Objective of separation Two best-in-class companies Strong strategic focus Tailored to specific opportunities of and Distinct shareholding opportunity Solid capital structures Consistent BBB+ ratings Strong platform for the future Strong management Experienced TNT managers 7
& : strong strategic focus Unique customer solutions through a global, interconnected system of local networks & dedicated people Attractive high-growth opportunities in existing business and adjacent market segments Growth stock, providing longterm upside One of the best postal operators in the world European activities concentrated on large countries Continued growth from Dutch parcel unit Explore business portfolio expansion opportunities Value stock, focus on solid dividend streams 8
Separation process a number of issues Issues Description Equity gap Funding gap Pensions Allocations Full demerger of or from TNT NV would result in negative equity position for Debt capacity reduction due to separation requires lower net debt to maintain a solid capital structure at BBB+ rating TNT NV sponsor of Dutch pension fund Pensions mainly related to, so separation from TNT NV highly complex All HO functions / employees allocated TPP allocated to New governance for both entities designed 9
External separation through a demerger Separation objectives Demerger structure TNT NV will demerge and thereafter only contain activities TNT NV Financial stake of 29.9% retained by TNT NV to cover separation requirements TNT NV 29.9% Retained stake by TNT NV to be returned to shareholders as soon as possible in NL Parcels International - Real estate - Dutch pension plans Europe & MEA ASPAC Americas Other Networks - TNT brand 10 10
Demerger timeline Dec Jan Feb Mar Apr May Jun 2011 Today 21 February 2010 Q4 and FY results 1 January Complete internal split Fully independent companies March / April Capital markets days and End May General meeting of shareholders Demerger effective pending shareholder vote Mid April Filing demerger docs Convocation of General meeting of shareholders March / Early April Demerger accounts Preparation / approval of demerger documents Demerger effective early June 2011, subject to shareholder approval 11
Strong boards of management Marie-Christine Lombard CEO Harry Koorstra CEO in NL Bernard Bot CFO Jan Bos CFO Gérard Aben HR Herna Verhagen Parcels & International 12
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