Deutsche Post AG — Annual Report 2011

Apr 30, 2012

Deutsche Post Finance B.V.

Financial Statements 2011

PricewaterhouseCoopers Accountants N.V.
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Table of contents
Page

1. Management Report
   1.1 Introduction 4
   1.2 Business activities 4
   1.3 Legal relationships 4
   1.4 Main business developments 4
   1.5 Future business developments 5

2. Financial Statements
   2.1 Balance sheet as at 31 December 2011 6
   2.2 Statement of comprehensive income 2011 7
   2.3 Statement of changes in shareholders’ equity 8
   2.4 Cash flow statement 2011 9
   2.5 Notes to the Financial Statements 10
   (1) General overview 10
   (2) Basis of accounting 10
   (3) Foreign currencies 12
   (4) Financial assets 12
   (5) Short-term receivables and payables 13
   (6) Financial liabilities 14
   (7) Offsetting financial instruments 14
   (8) Derivative financial instruments and hedge accounting 14
   (9) Interest income and expense 15
   (10) Critical accounting estimates and judgments 15
   (11) Financial risk management 16
   (12) Long-term loans receivable 20
   (13) Derivative financial instruments and hedging 22
   (14) Short-term loans receivable 23
   (15) Short-term receivables from affiliated companies 24
   (16) Cash Pool receivables 24
   (17) Shareholders’ equity 24
   (18) Bonds – long term and short term 25
   (19) Long-term loans payable 27
   (20) Accrued interest 27
   (21) Other current liabilities and accruals 27
   (22) Short-term payables 28
   (23) Interest income 28
   (24) Interest expenses 28
   (25) Other gains and losses 29

PricewaterhouseCoopers Accountants N.V.
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Deutsche Post Finance B.V., Maastricht
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(26) Other operating expenses 29
(27) Income tax expense 29
(28) Additional disclosure on the financial instruments 29
(29) Cash flows 33
(30) Related party transactions 33
(31) Employees 34
(32) Director’s remuneration 34
(33) Commitments and rights not included in the balance sheet 34
(34) Auditor’s fees 34
(35) Responsibility Statement 34

1. Other information
   3.1 Appropriation of net income 36
   3.2 Proposal for the appropriation of net result 2011 36
   3.3 Post balance sheet events 36

2. Independent auditor’s report

PricewaterhouseCoopers Accountants N.V.
For identification purposes only
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Deutsche Post Finance B.V., Maastricht

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1. Management Report

1.1 Introduction

This report includes the 2011 Financial Statements of Deutsche Post Finance B.V. (“The Company”).

1.2 Business activities

The principal activity of the Company consists of raising capital in order to lend funds to Deutsche Post DHL Group companies.

1.3 Legal relationships

General information

The Company was incorporated in the Netherlands, Rotterdam on 13 April 1999 and is now listed in the Commercial Register of the Chamber of Commerce in Maastricht under number 24.29.26.43. The Company is owned 100 % by Deutsche Post International B.V. in Maastricht, the Netherlands. Ultimate shareholder is Deutsche Post AG in Bonn, Germany.

Management Board

The Management Board currently consists of two members:

• Mr. Roland W. Buss
• Mr. Timo L.F. van Druten.

Business address

Pierre de Coubertinweg 5, 6225 XT Maastricht.

1.4 Main business developments

In 2011 the Company did not perform any activities on the capital markets.

The Company’s 2011 result after taxation amounts to a loss of EUR 1.838.208. Excluding the net losses from hedge ineffectiveness, totaling EUR 2.551.665, the 2011 minimum margin result amounts to a gain of EUR 713.457.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.

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pwc

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The ineffectiveness recognized in the statement of comprehensive income results from strict hedge accounting requirements. As a consequence, a hedge instrument with a starting value that has been brought under hedge accounting results in some ineffectiveness. Based on market developments this can either be an income or expense.

The main risks affecting the Company are interest and currency risks. Interest risks as well as currency risks are hedged according to Deutsche Post DHL (the Group) guidelines by the Group’s Central Treasury. The variety of instruments used for hedging purposes and the policies are described in the notes to the Financial Statements.

1.5 Future business developments

In view of the fact that the Company has to pay back its bond falling due in October 2012 in an amount of a EUR 679.200.000 and the Group’s expected cash outflow linked to the state aid ruling of the European Commission (for further information it is referred to the Deutsche Post Annual Report 2011), the Management Board of Deutsche Post DHL beginning of this year has decided to establish a Debt Issuance Programme (DIP) enabling the Group to access the capital markets in case of funding needs. On 29 March 2012, Deutsche Post Finance B.V. signed a EUR 3 billion Debt Issuance Programme as issuer.

This programme offers Deutsche Post AG and Deutsche Post Finance B.V. the possibility of issuing bonds in customized tranches up to a stipulated total amount and enables the Group to react flexibly to changing market conditions.

As any capital markets fundings in 2012 very likely would occur under the standardized documentation of the Debt Issuance Programme, Deutsche Post Finance B.V. besides Deutsche Post AG is one of the two possible issuing vehicles. Any future proceeds of debt issues by the Company will be lent within the Group.

Maastricht, 24 April 2012

The Management Board:

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.

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2. Financial Statements

2.1 Balance sheet as at 31 December 2011

Amounts in EUR	Note	31 December 2011	31 December 2010
Non-current assets
Long-term loans receivable	(12)	917.883.391	1.563.952.772
Non-current derivatives positive FV	(13)	89.197.815	143.891.074
		1.007.081.206	1.707.843.846
Current assets
Short-term loans receivable	(14)	679.200.000	28.100.000
Short-term receivables from affiliated companies	(15)	14.868.960	11.337.680
Cash Pool receivables	(16)	17.466.107	16.175.210
Other receivables		8.526	2.370
Current derivatives positive FV	(13)	22.000.000	0
		733.543.593	55.615.260
		1.740.624.799	1.763.459.106
Shareholders’ equity	(17,13)
Share capital		18.500	18.500
Capital reserve		2.000.000	2.000.000
Hedge reserve		126.957	(1.973.963)
Retained earnings		11.319.182	13.157.390
		13.464.639	13.201.927
Long-term liabilities
Bonds long-term	(18)	972.516.203	1.691.969.013
Long-term loans payable	(19)	3.313.000	4.856.500
Non-current derivatives negative FV	(13)	3.833.976	2.856.169
		979.663.179	1.699.681.682
Short-term liabilities
Bonds short-term	(18)	695.813.349	0
Accrued interest	(20)	49.815.516	49.815.516
Other current liabilities and accruals	(21)	324.616	759.981
Short-term payables	(22)	1.543.500	0
		747.496.981	50.575.497
		1.740.624.799	1.763.459.106

The notes are an integral part of the Company’s Financial Statements.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.

For identification purposes only

pwc

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2.2 Statement of comprehensive income 2011

Amounts in EUR	Note	2011	2010
Interest income	(23)	39.119.192	31.792.166
Interest expenses	(24)	(38.232.808)	(30.933.520)
Other gains and losses	(25)	(2.551.665)	2.404.748
Other operating expenses	(26)	(172.927)	(202.607)
Profit (Loss) Before Taxes		(1.838.208)	3.060.787
Income tax expense	(27)	0	0
Profit (Loss) for the Year		(1.838.208)	3.060.787
Changes in hedge reserve	(17,13)	2.100.920	(1.694.392)
Comprehensive income		262.712	1.366.395

The notes are an integral part of the Company’s Financial Statements. The profit for the year is attributable to the parent.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.

For identification purposes only

PwC

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2.3 Statement of changes in shareholders’ equity

Movements in shareholders’ equity during the financial year were as follows:

Amounts in EUR	Total	Share capital	Capital reserve	Cash flow hedge reserve	Retained earnings
At 1 January 2010	11.835.532	18.500	2.000.000	(279.571)	10.096.603
Movements 2010
Valuation Financial Instruments	(1.694.392)	0	0	(1.694.392)	0
Net result 2010	3.060.787	0	0	0	3.060.787
Balance at 31 December 2010	13.201.927	18.500	2.000.000	(1.973.963)	13.157.390
Movements 2011
Valuation Financial Instruments	2.100.920	0	0	2.100.920	0
Net result 2011	(1.838.208)	0	0	0	(1.838.208)
Balance at 31 December 2011	13.464.639	18.500	2.000.000	126.957	11.319.182

Notes to the Shareholders’ Equity are included in note 17.

The notes are an integral part of the Company’s Financial Statements.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.
For identification purposes only

PwC

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2.4 Cash flow statement 2011

Amounts in EUR	2011	2010
Cash Inflow
Repayment of loans	57.600.000	185.000.000
Interest inflow	35.591.636	34.335.322
Total Cash Inflow	93.191.636	219.335.322
Cash Outflow
New allocation of loans	(57.600.000)	(185.000.000)
Interest outflow	(34.079.601)	(32.937.747)
Other outflows (SLA etc.)	(221.137)	(166.476)
Total Cash Outflow	(91.900.738)	(218.104.223)
Net Cashflow	1.290.898	1.231.099
Cash Pool balance	2011	2010
Opening balance at 1 January	16.175.209	14.944.110
Net Cashflow	1.290.898	1.231.099
Closing balance at 31 December (note 16)	17.466.107	16.175.209

The cashflows presented are net cash flows, showing the interest effectively received and paid in cash. The gross underlying interest cash flows are as follows :

	2011	2010
Inflow	118.598.686	114.277.072
Outflow	(117.086.651)	(112.879.497)

The notes are an integral part of the Company’s Financial Statements. All cashflows are considered to be operating cashflows.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

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2.5 Notes to the Financial Statements

(1) General overview

Deutsche Post Finance B.V. (hereafter “The Company”), having its statutory seat in Maastricht, was incorporated in the Netherlands, Rotterdam on 13 April 1999 and is now listed in the Commercial Register of the Chamber of Commerce in Maastricht under number 24.29.26.43. The Company is owned 100 % by Deutsche Post International B.V. in Maastricht, the Netherlands. The ultimate shareholder is Deutsche Post AG in Bonn, Germany.

The principal activity of the Company consists of raising capital in order to lend funds to Deutsche Post DHL Group companies.

Items included in the Financial Statements are measured using the currency of the primary environment in which Deutsche Post Finance B.V. operates (“the functional currency”). The Financial Statements are presented in Euro, which is the Company’s presentation currency and functional currency.

The Company has no subsidiaries, joint ventures or associates. The Company itself is a part of Deutsche Post DHL Group and the financial results of the Company are incorporated into the IFRS Consolidated Financial Statements of Deutsche Post DHL Group.

The date of approval of these Financial Statements by the Management Board is 24 April 2012.

(2) Basis of accounting

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and also comply with the financial reporting requirements included in section 9 of Book2 of the Netherlands Civil Code. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and financial liabilities held at fair value through profit or loss, and all derivative contracts.

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in note 11.

Amendments to published standards and interpretations effective on or after 1 January 2011
The application of the amendments and interpretations listed below did not result in substantial changes to the Company’s accounting policies:

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.
For identification purposes only
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pwc

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	Required to be applied for financial years beginning on or after	Significance
IAS 32 (Financial Instruments : Presentation)	1 February 2010	irrelevant
Improvements to IFRS (2010)	1 July 2010/1 January 2011	irrelevant
IFRIC 19 (Extinguishing Financial Liabilities with Equity Instruments)	1 July 2010	irrelevant
IAS 24 (Related Party Disclosures)	1 January 2011	irrelevant
IFRIC 14 (The Limit on a Defined Benefit Asset. Minimum Funding, Requirements and their Interaction)	1 January 2011	irrelevant

These standards and interpretations were adopted into European law by Commission Regulation.

New accounting pronouncement adopted by the EU required to be applied in future.

The following standards, changes to standards and interpretations have already been endorsed by the EU. However, they will only be required to be applied in the future:

	Required to be applied for financial years beginning on or after	Significance
IFRS 7 (Financial Instruments : Disclosure) Amendment	1 July 2011	relevant
IFRS 13 Fair Value Measurement	1 January 2013	relevant

The application of these will not have a material impact on the entities Financial Statements in the period of initial application.

New accounting requirements not yet adopted by the EU (endorsement procedure)

The IASB and the IFRIC issued further Standards and Interpretations in 2011 whose applications is not yet mandatory for financial year 2012. The application of these IFRS is dependent on their adoption by the EU.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.
For identification purposes only

11

pwc

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	Required to be applied for financial years beginning on or after	Significance
IFRS 9 Financial Instruments	1 January 2015	relevant
IFRS 1 Severe Hyperinflation and Removal of Fixed Days for First-Time Adopters	1 July 2011	irrelevant
IAS 12 Deferred Tax (Recovery of Underlying Assets)	1 January 2012	irrelevant
IFRS 10 Consolidated Financial Statements	1 January 2013	irrelevant
IFRS 11 Joint Arrangements	1 January 2013	irrelevant
IFRS 12 Disclosures of Interest in Other Entities	1 January 2013	irrelevant
IAS 27 Separate Financial Statements	1 January 2013	irrelevant
IAS 28 Investments in Associates and Joint Ventures	1 January 2013	irrelevant
Amendment to IAS 1 Presentation of Items of Other Comprehensive Income	1 July 2012	relevant
Amendment to IAS 19 Employed Benefits	1 January 2013	irrelevant
IFRIC 20 Striping Cost in the Production Phase of a Surface Mine	1 January 2013	irrelevant
Amendment to IAS 32 Offsetting Financial Assets and Financial Liabilities	1 January 2014	under review
Amendment to IFRS 7	1 January 2013	under review

(3) Foreign currencies

Transactions in currencies other than Euro are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the balance sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in the income statement except when deferred in equity as qualifying cash flow hedges.

(4) Financial assets

Financial assets include financial instruments, which under IAS 39 are classified as “loans and receivables”.

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

No financial assets have been classified as “available for sale” or “held to maturity” in 2010 or 2011.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

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Financial instruments classified as loans and receivables, which include long-term loans, are initially measured at fair value and subsequently measured at amortized cost using the effective interest method. Impairment losses on financial instruments classified as loans and receivables are charged to income if the recoverable amount falls below the carrying amount. They are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market.

All financial assets are recognized on the balance sheet, when the Company becomes a party to the contract by using trade date accounting. They are included in the current assets except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

The fair values of the loans have been calculated by applying the discounted cash flow method.

The carrying amounts of financial assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. The Group first assesses whether objective evidence of impairment exists. If any such indication exists, the recoverable amount is estimated as the higher of the net selling price and the value in use with an impairment loss being recognized whenever the carrying amount exceeds the recoverable amount.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

• Significant financial difficulty of the issuer or obligor;
• A breach of contract, such as a default or delinquency in interest or principal payments;
• The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;
• It becomes probable that the borrower will enter bankruptcy or other financial reorganization;
• The disappearance of an active market for that financial asset because of financial difficulties; or
• Observable data indicating that is a measurable decrease in the estimated future cash flows since initial recognition.

(5) Short-term receivables and payables

Receivables and payables are carried at amortized cost. The Company participates in the cash pooling of the Deutsche Post DHL Group. The Cash Pool balances at the balance sheet date are shown as Cash Pool receivables or Cash Pool payables to related parties (and not shown as cash and cash equivalents).

Fair values are considered to approximately match the carrying amounts of short-term receivables and payables.

Cash Pool receivables or Cash Pool payables to related parties are carried at their principal amount.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For Identification purposes only

pwc

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(6) Financial liabilities

Financial liabilities are recognized on the balance sheet, when the Company becomes a party to the contract at fair value on inception. They are subsequently carried at amortized cost by applying the effective interest method. Accrued interest on the bonds is reported separately as a current liability.

The valuation of the bonds is derived from published market prices. The fair values of the other long-term liabilities have been calculated by applying the discounted cash flow method.

Financial liabilities under fair value hedge accounting are including a fair value step up.

(7) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(8) Derivative financial instruments and hedge accounting

All derivative financial instruments are recognized at fair value on the date a derivative contract is entered into and subsequently re-measured at fair value. The method of recognizing the resulting gain or loss depends on whether the instrument is designated as a hedging instrument.

To avoid variations in the net profit resulting from changes in the fair value of derivative financial instruments, hedge accounting is applied where possible and economically useful. This concerns the interest swaps and cross currency swaps.

If hedge accounting is applied, the net profit or loss from both the derivative and the related hedged item are simultaneously recognized in income. Depending on the hedged item and the risk to be hedged, the Company uses fair value hedges and cash flow hedges. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognized in the income statement as they arise. Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealized gains or losses reported in the income statement.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

14

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Fair value hedges

For an effective hedge of an exposure to changes in the fair value, the hedged item is adjusted for changes in fair value attributable to the risk being hedged with the corresponding entry in profit or loss. Gains or losses from re-measuring the derivative are also recognized in profit or loss. Accordingly, changes in the fair value of both the derivatives and the hedged item are simultaneously recognized in income.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of an hedged item for which the effective interest method is used is amortised to profit and loss over the period to maturity.

Cash flow hedges

Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognized directly in other comprehensive income and the ineffective portion is recognized immediately in the income statement. The amounts deferred in equity are recognized in the income statement in the same period in which the hedged item affects net profit or loss.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is retained in equity until the forecasted transaction affects profit or loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the period.

(9) Interest income and expense

Interest income is recognized on a time-proportion basis using the effective interest method. When loans and receivables are impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans is recognized using the original effective interest rate.

(10) Critical accounting estimates and judgments

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgments are continuous evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Impairment losses on loans and advances

The Company reviews its loans to assess impairment at least on a yearly basis. In determining whether an impairment loss should be recorded in the income statement, the Company makes judgments as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a loan.

Deutsche Post Finance B.V., Maastricht

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(b) Fair value of derivatives

The fair values of financial instruments that are not quoted in active markets are determined by using valuation techniques. Changes in assumptions about these factors could affect reported fair value of financial instruments.

(11) Financial risk management

The capital managed by the company is fixed until existing bonds need to be redeemed or new bonds are being issued. The repayment of the bonds falling due in October 2012 is likely to be refinanced by the Debt Issuance Programme established end of March (see Management Report). This Programme offers Deutsche Post AG and Deutsche Post Finance B.V. the possibility of issuing bonds in customized tranches up to a stipulated total amount.

The risk of default on loans granted to Deutsche Post DHL group companies is limited due to the support expressed by Deutsche Post AG to cover such losses in general.

The equity of Deutsche Post Finance B.V. is not part of the managed capital of the company and only reflects the profits and losses resulting from the core activities of the company.

Financial instruments are contractual obligations that give rise to a financial asset of one entity and a financial liability or equity instrument in another entity. In accordance with IAS 32 and IAS 39, these include both primary and derivative financial instruments. Primary financial instruments include in particular bank balances, all receivables, financial liabilities, securities, loans and accrued interest. Examples of derivatives include options, swaps and futures.

The principal activity of Deutsche Post Finance B.V. consists of raising capital in order to lend funds to Deutsche Post DHL Group companies. These activities result in financial risks that may arise from changes in exchange rates and interest rates. Both risks are hedged according to Deutsche Post DHL Group’s guidelines by the Group’s Central Treasury.

Internal guidelines govern the universe of actions, responsibilities and controls necessary for using derivatives. Suitable risk management software is used to record, assess and process hedging transactions. It is also used to regularly assess the effectiveness of the hedging relationships. Deutsche Post DHL Group only enters into hedging transactions with prime-rated banks. Each bank is assigned a counterparty limit, the use of which is regularly monitored.

The Group’s Board of Management receives regular internal information on the existing financial risk and the hedging instruments deployed to limit them. The financial instruments used are accounted for in accordance with IAS 39.

The fair values of the derivatives used may be subject to substantial fluctuations depending on changes in exchange rates and interest rates. These fluctuations in fair value are not to be viewed in isolation from the underlying transactions that are hedged. Derivatives and hedged transactions form a unity with regard to their offsetting value development.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques (level 2 of the IFRS 7 fair value hierarchy). These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates.

Deutsche Post Finance B.V., Maastricht

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Interest rate risk and interest rate management

Interest rate risk arises from changes in market interest rates for financial assets and financial liabilities. To quantify the risk profile, according to the Deutsche Post DHL Group guidelines, all interest-bearing receivables and liabilities are recorded, interest rate analyses are regularly prepared, and the potential effects on the net interest income are examined. Deutsche Post DHL Group uses interest rate derivatives, such as interest rate swaps and options, to reduce financing costs and optimally manage and limit interest rate risks by adjusting the ratio of fixed to variable interest agreements.

The Company has to account for its respective portion of the hedging activities and financial instruments results, entirely relying on the data, provided by the Deutsche Post DHL Group Treasury department.

In 2002 and 2003 Deutsche Post Finance B.V. issued two bonds with fixed coupon payments maturing in 2012 respectively 2014 to refinance the floating EURO loans to DP DHL Group companies.

At 31 December 2011, the complete notional volume of EUR 1.605 million (previous year: EUR 1.605 million) was hedged using interest rate swaps (receiver swaps).

In 2004 Deutsche Post Finance B.V. reduced the Euro financing position and granted a long term fixed interest USD loan with a notional volume of USD 200 million. In order to hedge the associated foreign currency risk the entity entered into a cross currency swap. The fixed USD receivable were transformed in a floating Euro receivable (EUR 162 million).

The cross currency swap and 17,56 % of notional amount of the interest rate swaps (EUR 162 million) were combined to a synthetical fix-to-fix cross currency swap under applying cash flow hedge accounting.

The change of market value of the synthetically cross currency swap (cash flow hedge accounting) and the change of market value of the underlying, is quasi zero assuming that the USD and Euro interest rates both move into the same direction and the same amount. In such a scenario the change in market values of both would approximately offset each other. Therefore the equity impact is zero.

Foreign exchange risk

Currency risks for the Company arise almost exclusively from its USD lending activities to the Deutsche Post DHL Group companies. According to the Deutsche Post DHL Group risk management guidelines the recorded currency risks arising from financial transactions are usually hedged in full. These risks are hedged centrally with banks by Deutsche Post DHL Group Treasury using financial derivatives, such as currency forwards, swaps and cross currency swaps. The external hedges are forwarded to the Company via internal contracts.

Neither the Deutsche Post DHL Group nor the Company use derivative instruments for speculative purposes.

IFRS 7 requires a company to disclose a sensitivity analysis, showing how profit and loss and equity are affected by hypothetical changes in exchange rates at the reporting date. In this process, the hypothetical changes in exchange rates are analysed in relation to the portfolio of financial instruments not denominated in their functional currency and being of monetary nature. It is assumed that the portfolio as at the reporting date is representative for the whole year.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

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The following assumptions are taken as a basis for the sensitivity analysis:

The company hedges the currency risk from primary monetary financial instruments with Deutsche Post AG using derivatives. Hypothetical changes in exchange rates affect the fair value of the derivatives recorded in profit and loss; they also affect the currency result from the measurement at closing date of the loans denominated in foreign currency. Both results have an offsetting effect in profit and loss.

Therefore an appreciation of the Euro against USD would have had no effects on profit or loss.

In addition, hypothetical changes in exchange rates affect equity and the fair value of the synthetically cross currency swaps, combinations between interest rate swaps and cross currency swaps.

A 10 % appreciation of the Euro against USD would have changed the hedging reserve accounted for in equity by EUR 1,9 million (previous year: EUR 2,2 million). A devaluation of the Euro would mainly have had the opposite effect on equity.

Liquidity risk

Deutsche Post DHL Group ensures a sufficient supply of cash for Group companies at all times via a largely centralized liquidity management system. Deutsche Post Finance B.V. is one of the most important financing entities within the Group. Therefore the Company issued bonds which are fully guaranteed by Deutsche Post AG.

The following picture shows the maturity structure of primary financial liabilities to be applied within the scope of IFRS 7 based on cash flows:

Maturity structure – remaining maturities

31-12-2010

EUR (millions)	less than 1 year	1 to 2 years	2 to 3 years	3 to 4 years	4 to 5 years	more than 5 years
Bonds	80	759	45	971	0	0
Loans payable	0	2	0	3	0	0
	80	761	45	974	0	0

31-12-2011

EUR (millions)	less than 1 year	1 to 2 years	2 to 3 years	3 to 4 years	4 to 5 years	more than 5 years
Bonds	759	45	971	0	0	0
Loans payable	2	0	3	0	0	0
	761	45	974	0	0	0

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants For Identification purposes only N.V.

pwc

---

Derivative financial instruments entail both rights and obligations. The contractual agreement defines whether these rights and obligations can be offset against each other, thus leading to a net settlement, or whether both parties to the contract will have to fully fulfill their obligations (gross settlement). The maturity structure of payments under derivative financial instruments is as follows:

Maturity structure – remaining maturities

31-12-2010

EUR (millions)	less than 1 year	1 to 2 years	2 to 3 years	3 to 4 years	4 to 5 years	more than 5 years
Derivative receivables
Cash inflows	80	80	45	45	0	0
Cash outflows	(29)	(34)	(24)	(16)	0	0
Derivative liabilities
Cash inflows	3	4	5	165	0	0
Cash outflows	(8)	(8)	(8)	(154)	0	0

31-12-2011

EUR (millions)	less than 1 year	1 to 2 years	2 to 3 years	3 to 4 years	4 to 5 years	more than 5 years
Derivative receivables
Cash inflows	80	45	45	0	0	0
Cash outflows	(34)	(19)	(4)	0	0	0
Derivative liabilities
Cash inflows	4	4	163	0	0	0
Cash outflows	(9)	(8)	(159)	0	0	0

Credit risk

In general the Company only grants intra Group loans. Deutsche Post AG, being ultimate parent company, has expressed its support to any Group company in its ability to pay back its liabilities towards Deutsche Post Finance B.V.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only 19

pwc

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(12) Long-term loans receivable

Movements during the financial year were as follows:

	2011	2010
	EUR	EUR
Opening balance at 1 January	1.563.952.772	1.558.853.030
New loans	7.000.000	134.400.000
Redemptions	(7.000.000)	(140.000.000)
Reclassified to short-term	(651.100.000)	0
Foreign Currency translation differences	5.030.619	10.699.742
Balance at 31 December	917.883.391	1.563.952.772

Long-term loans receivable at year end amounted to the following balances:

	31-12-2011	31-12-2010
	EUR	EUR
Deutsche Post AG	0	65.900.000
Other Deutsche Post DHL Group related parties	917.883.391	1.498.052.772
	917.883.391	1.563.952.772

The maturity of the long-term loans receivable is as follows:

	31-12-2011	31-12-2010
	EUR	EUR
2012	0	651.100.000
2014	917.883.391	912.852.772
	917.883.391	1.563.952.772

In January 2011, DHL Express (Ireland) Ltd has repaid partially (an amount of EUR 7 million) of the loan of EUR 20 million. A new loan was granted to Deutsche Post AG for this EUR 7 million. Due to the fact, that EUR 651.100.000 loans receivable are linked to the bond maturing in October 2012, in October 2011 EUR 651.100.000 long term loans receivable were reclassified to short term loans receivable.

At balance sheet date, the Company only had long-term loans receivable in EUR and USD. None of the long-term loans receivable have matured or are past due. None of the long-term loans receivable are impaired.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.
For identification purposes only
20
pwc

---

The nominal interest rates at the balance sheet date were as follows:

	31-12-2011	31-12-2010
EUR	2,47 %	1,64 % - 1,79 %
USD	5,29 % - 5,55 %	5,29 % - 5,55 %

The carrying amounts and fair value of the long-term loan receivables at year end were:

Carrying amounts		Fair values
31-12-2011	31-12-2010	31-12-2011	31-12-2010
EUR	EUR	EUR	EUR
917.883.391	1.563.952.772	945.706.438	1.598.947.410

The fair values are based on cash flows discounted using a rate based on the current market rate.

The carrying amounts of the company's long-term loans receivables at year end were denominated in the following currencies:

	31-12-2011	31-12-2010
	EUR	EUR
EUR	763.264.141	1.414.364.141
USD	154.619.250	149.588.631
	917.883.391	1.563.952.772

The company has given the following fixed rate/floating rate long-term loans:

	31-12-2011	31-12-2010
	EUR	EUR
Floating rate loans	763.264.141	1.414.364.141
Fixed rate loans	154.619.250	149.588.631
	917.883.391	1.563.952.772

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

---

(13) Derivative financial instruments and hedging

Derivative financial instruments

The following table provides an overview of the derivatives applied by the Company:

Fair values	31-12-2011	31-12-2010
	EUR	EUR
Interest rate swaps	111.197.815	143.891.074
Cross currency swaps	(3.833.976)	(2.856.169)
Total FV of all derivative financial instruments	107.363.839	141.034.905

The interest rate swaps are included in the current and non-current assets and the cross currency swaps are included in the long-term liabilities.

The fair value of the interest rate and foreign currency hedging instruments was calculated on the basis of discounted expected future cash flows, using the Groups Treasury management system.

The derivatives are not impaired.

Nominal amounts:

	31-12-2011	31-12-2010
	EUR	EUR
Interest rate swaps	1.605.000.000	1.605.000.000
Cross currency swaps	162.535.859	162.535.859

Fair value hedges

Interest rate swaps were entered into to hedge the fair value risk of fixed interest Euro-denominated liabilities (bonds). 89,87 % of the notional amount of the fixed to floating interest rate swaps is accounted for as a fair value hedge. The positive fair values of all fixed to floating interest rate swaps amounts to EUR 111.197.815 [2010: EUR 143.891.074].

Cash flow hedges

Cash flow hedges are entered into to hedge the interest and currency risk or cash flow risk resulting from foreign currency and interest changes.

Currency hedges

Fixed interest foreign currency investments were transformed into fixed interest euro investments using synthetical cross currency swaps. For hedge accounting purposes the cross currency swaps have been brought in connection with 10,13 % of the notional amount of the fixed-to-floating interest rate swap. The cross currency swaps hedge the currency risk, and their fair values as at 31 December, 2011 amounted to EUR -3.833.976 [2010: EUR -2.856.169]. The investments relate to internal Group loans which mature in 2014.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

---

(14) Short-term loans receivable

Movements during the financial year were as follows:

	2011	2010
	EUR	EUR
Opening balance at 1 January	28.100.000	22.500.000
New loans	50.600.000	50.600.000
Redemptions	(50.600.000)	(45.000.000)
Reclassified from long-term loans receivable	651.100.000	0
Balance at 31 December	679.200.000	28.100.000

None of the short-term loans receivable have matured or are past due.

None of the short-term loans receivable are impaired.

Short-term loans receivable at year end amounted to the following balances:

	31-12-2011	31-12-2010
	EUR	EUR
Deutsche Post AG	72.900.000	0
Deutsche Post DHL Group companies	606.300.000	28.100.000
	679.200.000	28.100.000

The loans linked to the bond maturing in 2012 have been reclassified in October 2011 from long-term to short-term.

The nominal interest rates at the balance sheet date for the short-term loans were as follows:

31-12-2011	31-12-2010
2,30 %	1,64 %

The carrying amounts and fair value of the short-term loan receivables at year end were:

Carrying amounts		Fair values
31-12-2011	31-12-2010	31-12-2011	31-12-2010
EUR	EUR	EUR	EUR
679.200.000	28.100.000	679.200.000	28.100.000

Fair values of short-term loan receivables are considered to approximate their carrying amounts since they have a maturity less than one year and are floating interest receiving loans.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only 23

pwc

---

The carrying amounts of the Company’s short-term loans receivables at year end were denominated in the following currencies:

31-12-2011	31-12-2010
EUR	EUR
679.200.000	28.100.000

All short-term loans are bearing floating interest rates.

(15) Short-term receivables from affiliated companies

Short-term receivables represent interest receivables.

	31-12-2011	31-12-2010
Interest receivable from other Deutsche Post DHL Group companies	EUR
14.868.960	EUR
11.337.680

(16) Cash Pool receivables

Short-term receivables represent cash pool balances from affiliated companies.

	31-12-2011	31-12-2010
Cash pool receivables – Deutsche Post AG	EUR
17.466.107	EUR
16.175.210

(17) Shareholders’ equity

Share capital

The authorized share capital of the Company as at 31 December 2011 amounts to EUR 90.000 and consists of 180 ordinary shares each of EUR 500. The issued share capital amounts to EUR 18.500 and consists of 37 ordinary shares with a nominal value of EUR 500 each, which is fully paid.

Capital reserve

On 23 May 2002 the shareholder paid a capital contribution amounting to EUR 2.925.697. On the same date the shareholder approved offsetting the negative retained earnings as at 31 December 2001, amounting to EUR 925.697, against the capital reserve.

Hedge reserve

Net gains or losses from changes in the fair value of the effective portion of a cash flow hedge are taken directly to the hedge reserve. The hedge reserve is released to income when the hedged item is settled. The ineffective portion of the cash flow hedges is excluded from the hedge reserve and recognized in profit and loss for the year.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

---

	31-12-2011	31-12-2010
	EUR	EUR
Opening balance at 1 January	(1.973.963)	(279.571)
Additions	1.934.124	(2.033.568)
Recognition in income statement	166.796	339.175
Balance at 31 December	126.957	(1.973.963)

In accordance with Dutch Law a legal reserve should be formed if unrealised revaluations relating derivatives are positive. Therefore the cash flow hedge reserve as per 31 December 2011 ad EUR 126.957 is a legal reserve and not freely distributable.

(18) Bonds – long term and short term

On 4 October, 2002 the Company issued EUR 750.000.000, 5.125 % bonds of 2002/2012 with an issue price of 99,526 %. On 30 October 2003, the Company issued EUR 1.000.000.000, 4.875 % bonds of 2003/2014 with an issue price of 99,99 %.

The bonds issued by the Company are fully guaranteed by Deutsche Post AG.

During August and September 2004 Deutsche Post AG, the ultimate shareholder of the Company, purchased bonds of the Company in the open market. With value date 29 September 2004 these bonds were sold by Deutsche Post AG to the Company, who in turn with the same value date surrendered them to Clearstream Banking AG, Frankfurt am Main for cancellation.

Nominal amounts:

Bonds	31-12-2011	31-12-2010
	EUR	EUR
Bond 2012	679.200.000	679.200.000
Bond 2014	925.800.000	925.800.000
	1.605.000.000	1.605.000.000
	31-12-2011	31-12-2010
	EUR	EUR
The maturity of the bonds as reported at year end is:
< 1 year, nominal value	679.200.000	0
1 - 5 years, nominal value	925.800.000	1.605.000.000
> 5 years, nominal value	0	0
	1.605.000.000	1.605.000.000

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

25

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The carrying amounts of the amortized costs of the bonds (before the basis adjustments relating to hedging) are as follows:

Bonds	31-12-2011	31-12-2010
	EUR	EUR
Bond 2012	678.679.886	678.020.875
Bond 2014	925.025.836	924.681.182
	1.603.705.722	1.602.702.057

The carrying amounts of the bonds (after fair value step up relating to hedging) are as follows:

Bonds	31-12-2011	31-12-2010
	EUR	EUR
Bond 2012	695.813.349	712.558.146
Bond 2014	972.516.203	979.410.867
	1.668.329.552	1.691.969.013

The fair values of the bonds are as follows:

Bonds	31-12-2011	31-12-2010
	EUR	EUR
Bond 2012	697.796.496	717.640.682
Bond 2014	983.930.982	991.654.931
	1.681.727.478	1.709.295.613

The effective interest rates were as follows:

Bond	31-12-2011	31-12-2010
Bond 2012	2,274 %	1,598 %
Bond 2014	2,377 %	1,685 %

Deutsche Post Finance B.V., Maastricht
PricewaterhouseCoopers Accountants N.V.
For Identification purposes only
26
pwc

---

(19) Long-term loans payable

The long-term liabilities due to affiliated companies are as follows:

	31-12-2011	31-12-2010
	EUR	EUR
Deutsche Post AG	3.313.000	4.856.500
	31-12-2011	31-12-2010
	EUR	EUR
The fair value of the long-term loan payable is:	3.713.262	5.434.322

The maturity of this liability is January 2014. Fixed interest rate of 5.00% is applied.

(20) Accrued interest

	31-12-2011	31-12-2010
	EUR	EUR
Accrued interest to bondholders	49.815.516	49.815.516

(21) Other current liabilities and accruals

The breakdown of accruals and deferred income is as follows:

	31-12-2011	31-12-2010
	EUR	EUR
Other accruals	0	42.055
Received upfront fee bonds	324.616	717.926
	324.616	759.981

The Company received an upfront compensation payment for the paid bond discount on the bonds issued in 2002 and 2003 from Deutsche Post AG. This compensation has been recorded in deferred income and is recognized on the effective interest rate method of amortization.

All balances stated above fall due within 1 year with the exception of received upfront fee bonds, which is amortized over the useful life of the underlying financial liability.

Deutsche Post Finance B.V., Maastricht
PricewaterhouseCoopers Accountants N.V. 27 For identification purposes only
pwc

---

(22) Short-term payables

	31-12-2011	31-12-2010
	EUR	EUR
Deutsche Post AG	1.543.500	0

The maturity of this liability is October 2012. Fixed interest rate of 5.51 % is applied.

Fair value of short-term payables is considered to approximate their carrying amounts since they have a maturity of less than one year.

(23) Interest income

The interest income arises from settled and unsettled balances with related parties, which the Company shows as receivables. The interest income from affiliated companies can be specified as follows:

	2011	2010
	EUR	EUR
Deutsche Post DHL Group companies	39.119.192	31.792.166

(24) Interest expenses

Interest expenses due on bonds can be specified as follows:

	2011	2010
	EUR	EUR
Interest expenses (fixed) Bond 2012	(34.809.000)	(34.809.000)
Interest expenses (fixed) Bond 2014	(45.132.750)	(45.132.750)
Interest income from interest rate swaps related to Bond 2012	21.503.550	25.522.421
Interest income from interest rate swaps related to Bond 2014	26.323.206	30.606.858
Amortisation of the bond discount and issue costs and release of upfront compensation payment (deferred income)	(610.355)	(580.378)
Guarantee provision	(802.275)	(802.500)
Interest expense from affiliated companies (Deutsche Post AG loans)	(250.610)	(250.666)
Interest income/expenses cross currency interest rate swaps (Deutsche Post AG)	(4.454.574)	(5.487.505)
	(38.232.808)	(30.933.520)

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.28 For identification purposes only

---

(25) Other gains and losses

	2011	2010
	EUR	EUR
(Expense)/Income from fair valuation of interest rate swaps	(27.194.792)	(6.406.092)
(Expense)/Income from foreign exchange differences	5.030.619	10.699.742
(Expense)/Net income from hedge ineffectiveness	(2.551.665)	2.404.748
(Expense)/Income from fair valuation of currency swaps	(5.030.619)	(10.699.742)
(Expense)/Income from valuation of bonds (interest related)	27.194.792	6.406.092
	(2.551.665)	2.404.748

The income and expense from foreign exchange differences, result from the translation of loans denominated in foreign currencies.

(26) Other operating expenses

	2011	2010
	EUR	EUR
Legal, consulting and audit fees	(47.292)	(62.123)
Other administrative expenses	(125.635)	(140.484)
	(172.927)	(202.607)

(27) Income tax expense

The Company is part of the fiscal unity formed with Deutsche Post International B.V. and its affiliated companies in the Netherlands. Corporate income tax of the Company has been included and recognized in the accounts of Deutsche Post International B.V. as head of the fiscal unity.

On 1 January 2004 the tax ruling (the so-called Advance Pricing Arrangement) came into force. This tax ruling confirms that the taxable minimum profit margin ("gross profit") of the financing activities of the Company is at least 15,2 basis points of borrowed money (excluding any hedging expenses relating to currency and interest swap agreements and withholding taxes on interest payments).

The Company will continue to act as a Group finance company. Proceeds of debt issues will be lent within the Group according to the ruling with the Dutch Tax Authorities.

28) Additional disclosure on the financial instruments

Deutsche Post Finance B.V. classifies financial instruments in relation to the respective balance sheet accounts. The following table reconciles the balance sheet accounts to the categories given in IAS 39.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

pwc

---

31-12-2010

EUR	Carrying amount	Loans and receivables	Other liabilities	Derivatives designated as hedging instrument
Assets
Non-current assets	1.707.843.846
Long-term loans receivable
At amortized cost	1.563.952.772	1.563.952.772
Non-current derivatives positive FV
At fair value	143.891.074			143.891.074
Current assets	55.615.260
Short-term loans receivables
At amortized cost	28.100.000	28.100.000
Short-term receivables from affiliated companies
At amortized cost	11.337.680	11.337.680
Cash Pool receivables
At amortized cost	16.175.210	16.175.210
Other receivables
At amortized cost	2.370	2.370
Current derivatives positive FV
At fair value	0			0
Total assets	1.763.459.106	1.619.568.032	0	143.891.074

PricewaterhouseCoopers Accountants N.V.
For identification purposes only
D
Deutsche Post Finance B.V., Maastricht
pwc

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31-12-2010

EUR	Carrying amount	Loans and receivables	Other liabilities	Derivatives designated as hedging instrument
Liabilities
Long-term liabilities	-1.699.681.682
Bonds long-term
At amortized cost	-1.691.969.013		-1.691.969.013
Long-term loans payable
At amortized cost	-4.856.500		-4.856.500
Non-current derivatives negative FV
At fair value	-2.856.169			-2.856.169
Short-term liabilities	-50.575.497
Bonds short-term
At amortized cost	0
Accrued interest
At amortized cost	-49.815.516		-49.815.516
Other current liabilities and accruals
At amortized cost	-759.981		-759.981
Short-term payables
At amortized cost	0
Total liabilities	-1.750.257.179	0	-1.747.401.010	-2.856.169

Deutsche Post Finance B.V., Maastricht
PricewaterhouseCoopers Accountants N.V.
For identification purposes only
31
pwc

---

31-12-2011

EUR	Carrying amount	Loans and receivables	Other liabilities	Derivatives designated as hedging instrument
Assets
Non-current assets	1.007.081.206
Long-term loans receivable
At amortized cost	917.883.391	917.883.391
Non-current derivatives positive FV
At fair value	89.197.815			89.197.815
Current assets	733.543.593
Short-term loans receivables
At amortized cost	679.200.000	679.200.000
Short-term receivables from affiliated companies
At amortized cost	14.868.960	14.868.960
Cash Pool receivables
At amortized cost	17.466.107	17.466.107
Other receivables
At amortized cost	8.526	8.526
Current derivatives positive FV
At fair value	22.000.000			22.000.000
Total assets	1.740.624.799	1.629.426.984	0	111.197.815

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

32

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31-12-2011

EUR	Carrying amount	Loans and receivables	Other liabilities	Derivatives designated as hedging instrument
Liabilities
Long-term liabilities	-979.663.179
Bonds long-term
At amortized cost	-972.516.203		-972.516.203
Long-term loans payable
At amortized cost	-3.313.000		-3.313.000
Non-current derivatives negative FV
At fair value	-3.833.976			-3.833.976
Short-term liabilities	-747.496.981
Bonds short-term
At amortized cost	-695.813.349		-695.813.349
Accrued interest
At amortized cost	-49.815.516		-49.815.516
Other current liabilities and accruals
At amortized cost	-324.616		-324.626
Short-term payables
At amortized cost	-1.543.500		-1.543.500
Total liabilities	-1.727.160.160	0	-1.723.326.184	-3.833.976

(29) Cash flows

The cash flow statement has been prepared following the direct method. The principal activity of the Company consists of raising capital in order to lend funds to Deutsche Post DHL Group companies. Therefore all activities, relating to principal loan amounts and interest received and paid are classified as operating activities. The cashflows presented are net cashflows.

The Company has not received or paid any dividends during 2010 or 2011.

(30) Related party transactions

Deutsche Post Finance B.V. is involved in various related party transactions. For more details, we refer to these Financial Statements.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.

For identification purposes only

33

pwc

---

(31) Employees

The Company has no employees. Employees of the Deutsche Post European Financial Shared Services in Maastricht and the Treasury Center in Bonn perform the administrative activities.

(32) Director's remuneration

The Management Board of the Company currently consists of two members:

• Mr. Roland W. Buss
• Mr. Timo L.F. van Druten.

The members of the Management Board do not receive any remuneration from the Company.

(33) Commitments and rights not included in the balance sheet

Corporate income tax

The Company is part of the fiscal unity headed by Deutsche Post International B.V. As a consequence the Company is liable for all corporate income tax liabilities of the fiscal unity.

The tax position of the Company is accounted for and included in the consolidated tax position of the head of the fiscal unity, Deutsche Post International B.V. In line with Group policy the income tax expenses are not being charged to the Company, but remain with head of the fiscal unity.

(34) Auditor's fees

The following fees for services rendered by the auditor of the Company's Financial Statements, PricewaterhouseCoopers Accountants N.V., in the financial year 2011 and in the preceding financial year, were recognised as expense:

	2011	2010
	EUR	EUR
Auditor’s fees	46.053	36.918

(35) Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles, the Financial Statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and the management report of the Company includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of the Company.

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V. For identification purposes only

PwC

---

Signatures:

Maastricht, 24 April 2012

The Management Board:

Deutsche Post Finance B.V., Maastricht

PricewaterhouseCoopers Accountants N.V.

For identification purposes only 35

pwc

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3. Other information

3.1 Appropriation of net income

In respect of the appropriation of the net income, the following is stipulated in § 14 of the articles of association:

In the general meeting the shareholder shall decide, whether the profit achieved during the fiscal year will be completely or partly distributed, or whether it shall be transferred to the reserves.

1. Distributions can only be made if the equity exceeds the paid-in and called-up part of the capital plus legal reserves.
2. Dividends are distributed within one month after adoption of the annual Financial Statements. The general meeting can decide that the dividend is completely or partly distributed in another form than cash.
3. Either the general meeting or the management can – by taking into consideration the stipulations of § 2 – effect distributions from the profit and/or the reserves.

3.2 Proposal for the appropriation of net result 2011

	2011
	EUR
Net loss for the year	(1.838.208)

The Management Board proposes to transfer the net result for the year 2011 to retained earnings.

3.3 Post balance sheet events

On 29 March 2012, Deutsche Post Finance B.V. signed a EUR 3 billion Debt Issuance Programme as issuer under the programme.

Deutsche Post Finance B.V., Maastricht
PricewaterhouseCoopers Accountants N.V.
For identification purposes only
36
pwc

---

pwc

Independent auditor's report

To the General Meeting of Shareholders of Deutsche Post Finance B.V.

Report on the financial statements

We have audited the accompanying financial statements 2011 as set out on pages 6 to 35 of Deutsche Post Finance B.V., Maastricht, which comprise the balance sheet as at 31 December 2011, the statements of comprehensive income, changes in equity and cash flows for the year then ended and the notes, comprising a summary of significant accounting policies and other explanatory information.

Management's responsibility

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

PricewaterhouseCoopers Accountants N.V., Flight Forum 840, 5657 DV Eindhoven, P.O. Box 6365, 5600 HJ Eindhoven, The Netherlands

T: +31 (0) 88 792 00 40, F: +31 (0) 88 792 94 13, www.pwc.nl

'PwC' is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions ('algemene voorwaarden'), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase ('algemene inkoopvoorwaarden'). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.

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Opinion

In our opinion, the financial statements give a true and fair view of the financial position of Deutsche Post Finance B.V. as at 31 December 2011, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirement under Section 2: 393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2: 392 sub 1 at b-h has been annexed. Further we report that the management report, to the extent we can assess, is consistent with the financial statements as required by Section 2: 391 sub 4 of the Dutch Civil Code.

Eindhoven, 24 April 2012

PricewaterhouseCoopers Accountants N.V.

Original has been signed by H.J.M. Quadflieg RA

Ref.: 30136.056/e0248529