TNT Express Board Recommends Shareholder Support for €8/Share Offer from FedEx

This is a joint press release by FedEx Corporation FDX, FedEx Acquisition B.V. and TNT Express N.V. TNTEY pursuant to the provisions of Article 10, paragraph 3 and Article 18, paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the Decree) in connection with the recommended public offer by FedEx Acquisition B.V. for all the issued and outstanding ordinary shares in the capital of TNT Express N.V., including all American depositary shares representing ordinary shares. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in TNT Express N.V. Any offer will be made only by means of the Offer Document, which is available as of today. Terms not defined in this press release will have the meaning as set forth in the Offer Document. The Offer is a public cash offer for all the issued and outstanding ordinary shares, including ordinary shares represented by American depositary shares of TNT Express, at an offer price of € 8.00 (cum dividend) per ordinary share. The Executive Board and the Supervisory Board of TNT Express fully support and unanimously recommend the Offer to all shareholders for acceptance. Positive advice and opinion has been obtained from, respectively, the Central Works Council and the European Works Council of TNT Express. PostNL N.V., currently holding approximately 14.7% of the Shares, has irrevocably undertaken to tender its shares under the Offer. The Acceptance Period commences on 24 August 2015 at 9:00 hours, Amsterdam time (3:00 hours, New York time), and ends on 30 October 2015 at 17:40 hours, Amsterdam time (11:40 hours, New York time), unless extended. TNT Express will hold an extraordinary general meeting of shareholders at 9:00 hours, Amsterdam time, on 5 October 2015, during which, amongst other things, the Offer will be discussed. The Offer is subject to the fulfillment of the Offer Conditions as set out in the Offer Document. The Offer is subject to a minimum acceptance level of 95% of the Shares. This level is lowered to 80% if the shareholders, at the EGM, vote in favour of inter alia the Asset Sale and Liquidation. As such, adopting the Asset Sale and Liquidation Resolutions would increase deal certainty. The process of obtaining all necessary approvals and competition clearances is on track and evolving in line with the previously communicated timetable. The transaction presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe that will benefit consumers and SMEs in Europe and beyond. The Offer is expected to be completed in the first half of 2016.