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PostNL N.V. Annual Report 2006

Feb 26, 2007

3878_iss_2007-02-26_1c57b5fa-aa6e-4d5c-ba29-43554492bce6.pdf

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TNT press release

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2006 Full Year & Fourth Quarter Results


TNT 2006 Full Year & Fourth Quarter Results Highlights

'Focus on Networks' strategy successful

TNT full-year revenues up 7.8% and operating income 11.1% higher

'Focus on Networks' is working

  • 2006 group revenues up 7.8% and operating income 11.1% higher
  • Continued strong cash generated from operations - up 14.0%
  • Divestment of logistics and freight management activities successfully completed
  • New growth platforms in Express emerging markets - India, Brazil and China - and in European Mail Networks
  • Over € 1.9 billion of cash distributed to shareholders in 2006

Strong results in fourth quarter

  • Record margin of 10.7% in Express, with double digit revenue growth

  • Continued revenue growth in Mail driven by 28.1% increase in European Mail Networks

  • 2006 dividend of € 292 million proposed, 7% higher than in 2005

  • New share repurchase of up to € 400 million announced today, starting after AGM

  • Outlook for 2007 aims at further revenue and profit growth

| Key numbers | Q4 2006 € mil | Q4 2005 € mil | % Change | FY 2006 € mil | FY 2005 € mil | % Change | | --- | --- | --- | --- | --- | --- | --- | | Revenues | 2,767 | 2,571 | 7.6% | 10,060 | 9,329 | 7.8% | | Operating income (EBIT) | 355 | 319 | 11.3% | 1,276 | 1,148 | 11.1% | | Profit from continuing operations | 236 | 209 | 12.9% | 828 | 770 | 7.5% | | Profit/(loss) from discontinued operations | (46) | (100) | | (157) | (109) | | | Profit/(loss) attributable to the shareholders | 189 | 108 | 75.0% | 670 | 659 | 1.7% | | Cash generated from operations | 425 | 366 | 16.1% | 1,338 | 1,174 | 14.0% | | EPS (in € cents) | 46.1 | 23.8 | 93.7% | 159.3 | 145.0 | 9.9% | | EPS from continuing operations (in € cents) | 57.3 | 45.8 | 25.1% | 196.6 | 169.0 | 16.3% |

CEO Peter Bakker:

"TNT concludes the first full year of its 'Focus on Networks' strategy with good progress on all fronts. Our continuing operations have delivered robust results, with the record operating margin in Express and further cost efficiencies in Mail Netherlands, all leading to a double digit operating income growth. The logistics and freight management activities have been successfully divested. We have accelerated revenue growth in several key areas including Express emerging markets, with important acquisitions in India, Brazil and soon China, as well as in the UK and German Mail businesses. For the first time, TNT has complied with all SarbOx regulations, with no material weaknesses.

I wish to thank everyone in the company for their contribution to making 2006 a very good year for TNT. With the group in good shape, we look forward to the opportunities and challenges of 2007 with enthusiasm."

Press Release FY & Q4 2006 Page 1 of 18


TNT Group

2006 Summary

TNT reports a year of strong operational performance from its continuing operations: group revenues were up 7.8% and operating income was 11.1% higher. With close attention to the quality of operations and customer care, Express grew revenues by 12.1%, with a record full-year operating margin of 9.6%. In Mail, the Dutch operations achieved € 64 million more masterplan savings in 2006, whilst maintaining 97% next day delivery quality, and European Mail Networks grew revenues 25.5%. In total, Mail revenues were 2.8% higher than last year, at a margin of 18.7%, which was at the high end of our stated outlook. As a result of these strong performances and helped by the share repurchases, earnings per share from continuing operations climbed 16.3%.

The group made strategic progress with the successful divestments of its logistics and freight management operations. New growth platforms were created in Express, with acquisitions in Spain (TG+), India (Speedage), and the signing of the equity transfer agreement for Hoau in China. After the year end, TNT acquired Brazil's leading domestic express operator, Mercúrio, and launched the Boeing 747 freighter service between China and Europe. In European Mail Networks, capacity growth was accelerated in Germany and the UK, incurring start-up costs. New masterplan initiatives were announced to achieve € 300 million of cost savings in Mail Netherlands over the next few years, on top of the remaining € 72 million from existing initiatives.

Over € 1.9 billion of cash was distributed to shareholders in 2006 (€ 1,656 million in the form of share repurchases and € 282 million in dividends). The € 1 billion share repurchase that commenced with the launch of the Focus on Networks strategy was completed in April 2006 and an additional € 1 billion share repurchase program was launched in November 2006 and completed last month.

On 16 November, TNT and the State of the Netherlands announced the agreement to transfer the special share to TNT. On 20 November, the State disposed of its remaining 10.9% holding of ordinary shares in TNT.

Today, we announce a new share repurchase of up to € 400 million, to start as soon as possible after the Annual General Meeting of shareholders (AGM) on 20 April 2007. This amount represents the majority of the proceeds from the sale of Freight Management.

At the AGM, we will propose cancellation of the repurchased shares and the special share.

2006 Financial review

Group operating income increased by € 128 million to € 1,276 million. Express was the main driver of the increase, together with the reduction in non-allocated costs from € 103 million to € 65 million.

The net interest expense was € 47 million (2005: nil), the increase compared with 2005 reflecting the higher gearing of the group. This amount included € 52 million of net interest income from discontinued operations.

The 2006 effective tax rate of 32.3% was an improvement on last year's 32.8%. The fourth quarter ETR of 25.6% was substantially lower than last year's 34.1%, mainly as a result of the tax credit for liquidation losses on French entities, partially off-set by accrual adjustments related to previous years.

The loss from discontinued operations was € 157 million, including an € 87 million loss on the sale of the logistics business (see page 8 for details). The profit attributable to shareholders, after deducting a small minority interest effect, was € 670 million, 1.7% up on last year.

The cash generated from operations was € 1,338 million, € 164 million more than last year.

With increased investment in growth, gross capital expenditure increased from € 310 million to € 520 million (including € 110 million for the Boeing 747 finance lease).

The 2006 proposed dividend amount is € 292 million, which is 7% higher than the prior year. The dividend per share is 73 cents, which is a 15.9% year-on-year increase. About half of this increase is explained by the reduced share count due to past share repurchases.

We have made good progress in resolving the past tax matters. All relevant issues have been investigated and in several jurisdictions we have already reached agreements with those authorities. In the UK, the tax authorities will issue initial assessments before they and we can effectively continue to seek an agreed solution. The amounts raised in such initial assessments could exceed our previous disclosed and unchanged estimated realistic total contingent liability range of €100 - €250 million. However we believe, supported by strong external specialist advice, that it is unlikely that any of these past tax matters will lead to an additional liability beyond what has been accrued to date.

Review of operations in fourth quarter

Express achieved a record operating margin of 10.7%, with revenue growth of 12.5% or 13.5% excluding Fx, despite one fewer working day. Organic revenue growth was 11.4%, with strong growth in international consignments and a small increase in the average weight per consignment. Both the European road hub and air hub processed record volumes. The top-line growth, coupled with further network optimization, produced a 16.1% increase in operating income and a record quarterly margin of 10.7%.

In Mail, revenue growth of 1.8% was driven by EMN (+28.1%), helped by Cross-border (+4.1%). Mail Netherlands revenues were 2.3% lower than last year affected by the one fewer working day and volume declines due to competition and substitution. The operating margin was 17.4%, 1.4 percentage points lower than last year, broadly in line with our stated outlook. The masterplans added another € 18 million of savings bringing the total to € 298 million. This amount represents over 80% of the full targeted amount of € 370 million, excluding the already announced new initiatives, which target an additional € 300 million of savings.

Further details on fourth quarter on pages 6 and 7.

Press Release FY & Q4 2006 Page 2 of 18


TNT Group

2007 Outlook

In Express, we expect to achieve revenue growth of around 15%. This represents double-digit organic growth augmented with acquisitions. We expect an operating margin in the range 9% to 10% (this margin is after the allocation of central costs mentioned below and the integration effects of the recent acquisitions).

In Mail, we expect total revenue growth in the mid-single-digit range, with an operating margin of around 17% (this margin excludes the effect of any provisions related to the new masterplan initiatives mentioned below). As in 2006, we expect a year-on-year margin reduction related to the increased size of EMN, start up costs in EMN and the pace of masterplan savings compared with volume reductions in the Netherlands. In EMN, we forecast around 25% total revenue growth at a low-single-digit operating margin. For Mail, there will be two fewer working days in the first half of 2007 compared with 2006, as shown on page 14.

Other information:

In 2007, we will allocate certain costs to the Mail and Express divisions that previously were included in the non-allocated category. We are now finalising the allocation approach. The non-allocated cost level for the group is expected to be roughly € 30 million in 2007. We will provide pro forma 2006 figures on the basis of this reallocation approach during our first quarter results announcement, for comparative purposes.

The profit from the sale of the discontinued freight management business of approximately € 190 million will be booked in Q1 2007.

As mentioned in December 2006, we will consider forming provisions during 2007 in Mail in respect of the new masterplan initiatives.

The group net interest expense in the 2007 income statement ceases to benefit from the net interest income from discontinued operations, following the sale of those operations. (For comparison, excluding the net interest income from discontinued operations, the 2006 group net interest expense would have been € 99 million.)

The 2007 effective tax rate will be positively affected by the decrease in the Dutch statutory tax rate from 29.6% to 25.5%, effective from 1 January 2007.

Significant events since third quarter

10 Oct 06 TNT Post accelerates expansion in Germany with key acquisition – PostCon
30 Oct 06 Decision to divest Freight Management business unit
4 Nov 06 Sale of Logistics division completed
6 Nov 06 Share repurchase program of €1.0 billion started
8 Nov 06 TNT Express Germany wins European Award for Business Excellence
16 Nov 06 TNT sells Freight Management to GEODIS
16 Nov 06 TNT and the State of the Netherlands reach agreement on the transfer of the Special Share
20 Nov 06 TNT repurchases 18.2 million shares from the State of the Netherlands
23 Nov 06 TNT's corporate website ranked number one in Europe
7 Dec 06 Worldwide coverage for Economy Express started
20 Dec 06 Boeing delivers first 747-400ER Freighter to TNT
10 Jan 07 Mercurio acquisition, the express market leader in Brazil
31 Jan 07 TNT Wins European Business Award for Customer Focus
5 Feb 07 Freight Management sale completed

Press Release FY & Q4 2006 Page 3 of 18


TNO

Group - Fourth Quarter Summary

Group Summary

Revenues Operating income (EBIT) Profit from continuing operations Profit/(loss) from discontinued operations Profit/(loss) attributable to the shareholders

Q4 2006 Q4 2005 % Change
€ mil € mil Operational Fx Total
2,767 2,571 8.1% -0.5% 7.6%
355 319 11.6% -0.3% 11.3%
236 209 13.9% -1.0% 12.9%
(46) (100) 53.0% 1.0% 54.0%
189 108 75.0% 0.0% 75.0%

Segment Summary

Express

Revenues Operating income (EBIT) Operating margin

Mail

Revenues Operating income (EBIT) Operating margin

Non-allocated

Operating income (EBIT)

Q4 2006 Q4 2005 % Change
€ mil € mil Operational Fx Total
1,624 1,444 13.5% -1.0% 12.5%
173 149 16.8% -0.7% 16.1%
10.7% 10.3%
1,145 1,125 1.8% 0.0% 1.8%
199 212 -6.1% 0.0% -6.1%
17.4% 18.8%
(17) (42) 59.5%
355 319 11.6% -0.3% 11.3%

Comparative 2005 figures are adjusted for the impact of the Focus strategy, including: the decision to divest Logistics and Freight Management; the transfers of Insight from Logistics to Express and Cendris UK from Mail to Express.

Press Release FY & Q4 2006 Page 4 of 18


FOOT

Group - Full Year Summary

Group Summary

Revenues Operating income (EBIT) Profit from continuing operations Profit/(loss) from discontinued operations Profit/(loss) attributable to the shareholders

FY 2006 FY 2005 % Change
€ mil € mil Operational Fx Total
10,060 9,329 8.0% -0.2% 7.8%
1,276 1,148 11.3% -0.2% 11.1%
828 770 7.8% -0.3% 7.5%
(157) (109) 44.0% 0.0% 44.0%
670 659 1.9% -0.2% 1.7%

Segment Summary

Express Revenues Operating income (EBIT) Operating margin

Mail Revenues Operating income (EBIT) Operating margin

Non-allocated Operating income (EBIT)

FY 2006 FY 2005 % Change
€ mil € mil Operational Fx Total
6,011 5,363 12.4% -0.3% 12.1%
580 476 22.2% -0.4% 21.8%
9.6% 8.9%
4,065 3,955 2.8% 0.0% 2.8%
761 775 -1.8% 0.0% -1.8%
18.7% 19.6%
(65) (103) 36.9%
1,276 1,148 11.3% -0.2% 11.1%

Comparative 2005 figures are adjusted for the impact of the Focus strategy, including: the decision to divest Logistics and Freight Management; the transfers of Insight from Logistics to Express and Cendris UK from Mail to Express.

Press Release FY & Q4 2006 Page 5 of 18


TNT

Express

FY

→ A year of strong revenue growth, with further margin improvement

Q4

→ 12.5% revenue growth in fourth quarter → All-time high margin of 10.7% → Industry recognition for customer excellence

Express Summary Q4 2006 Q4 2005 % Change FY 2006 FY 2005 % Change
€ mil € mil € mil € mil
Revenues 1,624 1,444 12.5% 6,011 5,363 12.1%
Operating income (EBIT) 173 149 16.1% 580 476 21.8%
Operating margin 10.7% 10.3% 9.6% 8.9%

2005 figures have been adjusted for comparative purposes.

The fourth quarter operating margin of 10.7% was an all-time record. It was achieved with top line growth of 13.5% (excluding the Fx effect), or around 14.5% adjusted for the number of working days. The 11.4% organic revenue growth came from a healthy increase in domestic consignments and double digit growth in cross-border consignments and special services. There was strong customer demand for Express Economy products. TNT Express remained focused on revenue yield, which continued to make a positive contribution to growth.

The 2.1% acquisition effect related mostly to the addition of the Spanish domestic operations (TG+) at the start of

2006, helped by the Speedage acquisition in India that was completed in the third quarter.

The first of the two new Boeing 747 freighters made its inaugural operational flight on 18 January 2007 flying from Shanghai to the TNT European air hub in Liège, with a full payload.

TNT Express continued to win excellence awards, including EFQM Business Excellence Award for TNT Germany and the European Business Award for Customer Focus.

Revenue Analysis Q4 2006 Q4 2005 % Change % Change
€ mil € mil Organic Acq Fx
Express Europe 1,311 1,160 13.0% 10.9% 2.0% 0.1%
Express Rest of the World 313 284 10.2% 13.0% 2.8% -5.6%
Express Business Segment 1,624 1,444 12.5% 11.4% 2.1% -1.0%

2005 figures have been adjusted for comparative purposes.

Revenue Analysis FY 2006 FY 2005 % Change % Change
€ mil € mil Organic Acq Fx
Express Europe 4,905 4,378 12.0% 9.7% 2.4% -0.1%
Express Rest of the World 1,106 985 12.3% 12.9% 0.8% -1.4%
Express Business Segment 6,011 5,363 12.1% 10.3% 2.1% -0.3%

2005 figures have been adjusted for comparative purposes.

In Europe, the best revenue growth performers in the fourth quarter were Germany, Benelux and the UK. In percentage terms, eastern Europe continued to lead, with growth exceeding 20%. International road network volumes were up 17.2% and in the air network volumes were up 10.0%, accompanied by further aircraft payload optimization. The average weight per consignment increased 3%, affected by the relatively higher growth of cross-border flows, which tend to be heavier than domestic, as well as the generally increased demand for heavier consignments.

All Rest of World regions reported good organic growth, particularly the Middle East and Asia. Australia, TNT's largest and longest established RoW region, continued to make good progress, with high single digit organic revenue growth.

Press Release FY & Q4 2006


TNT Mail

FY

  • Revenues improved to over € 4 billion, and high margin achieved

Q4

  • Continued revenue growth, fuelled by EMN
  • Large new contracts in EMN UK and increased household coverage in Germany
  • 17.4% operating margin in fourth quarter, in line with stated outlook
Mail Summary Q4 2006 Q4 2005 % Change
€ mil € mil
Revenues 1,145 1,125 1.8%
Operating income (EBIT) 199 212 -6.1%
Operating margin 17.4% 18.8%

2005 figures have been adjusted for comparative purposes.

FY 2006 FY 2005 % Change
€ mil € mil
4,065 3,955 2.8%
761 775 -1.8%
18.7% 19.6%

The Mail division ended 2006 with the ninth consecutive quarter of revenue growth. EMN provided the main impetus with a combination of organic growth and acquisitions, focused on the UK and German addressed mail markets.

The operating margin of 17.4% included the expected softening against the prior year, affected by EMN growth and one-off items, including re-branding costs. The masterplans added another € 18 million savings in Q4 to reach € 298 million in total, which represents over 80% of the total targeted amount, excluding the new initiatives that we announced in December 2006.

Revenue Analysis Q4 2006 Q4 2005 % Change
€ mil € mil
Mail Netherlands 733 750 -2.3%
European Mail Networks 219 171 28.1%
Cross-border Mail 152 146 4.1%
Data and Document Management 41 58 -29.3%
Mail 1,145 1,125 1.8%

2005 figures have been adjusted for comparative purposes.

Revenue Analysis FY 2006 FY 2005 % Change
€ mil € mil
Mail Netherlands 2,596 2,647 -1.9%
European Mail Networks 749 597 25.5%
Cross-border Mail 534 515 3.7%
Data and Document Management 186 196 -5.1%
Mail 4,065 3,955 2.8%

2005 figures have been adjusted for comparative purposes.

% Change
Organic Acq Fx
-1.7% -0.2% 0.0%
17.1% 8.2% 0.2%
3.7% 0.0% 0.0%
-6.1% 1.0% 0.0%
1.6% 1.2% 0.0%

Mail Netherlands saw a 2.0% organic decline in revenues in Q4. Addressed domestic mail volumes were 2.4% lower and addressed direct volumes were 5.7% lower, resulting in a total decline of 3.6% (4.8% election adjusted). Fourth quarter volumes in both 2006 and the prior year benefited from special mailings, so the year on year effect was minimal. However, there was one fewer working day in 2006 compared with last year.

In EMN, revenues grew by 27.5%, excluding Fx effects. The growth came mainly from the addressed business (particularly the UK and Germany), which now accounts for more sales than the unaddressed activities. In the UK, important new contracts were signed with Centrica and British Telecom (signed January 2007), together representing annual volumes of some 340 million items.

Germany saw a doubling of addressed volumes compared with the prior year, helped by the acquisition of local delivery companies. TNT now delivers to a fifth of German households, through its own 'Regioservice' and covers most of the rest of the country with partners, through TNT Post AG.

The Cross-Border business saw increases in Dutch outbound volumes and international parcels, with stable revenues from the Spring JV, leading to organic growth of almost 5%.

DDM recorded lower revenues due mainly to the divestment of Dutch mailroom activities. The organic decline was also from the divested activities, prior to sale.

Press Release FY & Q4 2006 Page 7 of 18


T O T

Discontinued Operations

The revenue information on discontinued operations, described below, is excluded from group revenues. The post-tax profit/(loss) from discontinued operations, also described below, is included in the group's consolidated statement of income on a separate line 'profit/(loss) from discontinued operations'.

| Discontinued operations Summary | Q4 2006 € mil | Q4 2005 € mil | % Change | FY 2006 € mil | FY 2005 € mil | % Change | | --- | --- | --- | --- | --- | --- | --- | | Revenues | 558 | 1,135 | -50.8% | 3,777 | 4,345 | -13.1% | | Profit/(loss) from discontinued operations | (46) | (100) | | (157) | (109) | |

2005 figures have been adjusted for comparative purposes.

The 2006 full-year loss from discontinued operations was € 157 million, comprised of the € 87 million loss from the disposal of logistics assets held for sale and a € 70 million loss for the period. The latter amount included operating income of € 55 million, net financial expense of € 63 million (€ 52 million of which was payable to group entities), a € 45 million loss from associates related mostly to the impairment of GAL and a tax charge of € 17 million.

The sale of the freight management activities was completed on 5 February 2007. The profit arising on the sale, estimated to be € 190 million, and the net cash proceeds of approximately € 450 million will be booked in Q1 2007.

Taking into account the last two years' net losses from discontinued operations, the estimated profit on the freight management sale and the tax credit for liquidation losses on French entities, the net impact on profits attributable to shareholders is broadly neutral, as indicated already during our 2006 Analysts Meeting.

Press Release FY & Q4 2006 Page 8 of 18


TNO

Consolidated Statements of Income

Consolidated statements of income Q4 2006 Q4 2005 FY 2006 FY 2005
€ mil € mil € mil € mil
Net sales 2,745 2,552 9,948 9,274
Other operating revenues 22 19 112 55
Total revenues 2,767 2,571 10,060 9,329
Other income 30 12 65 38
Cost of materials (115) (117) (409) (408)
Work contracted out and other external expenses (1,181) (1,002) (4,160) (3,582)
Salaries and social security contributions (871) (862) (3,384) (3,318)
Depreciation, amortisation and impairments (92) (87) (318) (303)
Other operating expenses (183) (196) (578) (608)
Total operating expenses (2,442) (2,264) (8,849) (8,219)
Operating income 355 319 1,276 1,148
Interest and similar income* 40 24 199 117
Interest and similar expenses* (75) (26) (246) (117)
Net financial (expense)/income (35) (2) (47) 0
Results from investments in associates (3) 0 (6) (2)
Profit before income taxes 317 317 1,223 1,146
Income taxes (81) (108) (395) (376)
Profit from continuing operations 236 209 828 770
Profit/(loss) from discontinued operations (46) (100) (157) (109)
Profit for the period 190 109 671 661
Attributable to:
Minority interests 1 1 1 2
Shareholders 189 108 670 659
EPS (in € cents)** 46.1 23.8 159.3 145.0
Number of employees 139,222 136,300
Full time equivalent employees 92,973 87,392

2005 figures have been adjusted for comparative purposes.

  • New cash pool arrangements in the FY2006 result in a € 93 million grossing up of the interest income and expenses compared with 2005. ** Based on an average number of 420.7 million ordinary shares, including ADS (2005: 454.4 million). The total number of shares outstanding as of 31 December, 2006 was 422.8 million, including 30.5 million shares held in treasury. 2.9 million shares in treasury were held to cover for option and share incentive programmes, and 27.6 million shares for cancellation.

Press Release FY & Q4 2006


TNT Quarterly Information Express

€ mil Q4 2006 Q4 2005

EXPRESS

Express Europe

Revenues 1,311 1,160
Growth % 13.0% 2.9%
Organic 10.9% 1.7%
Acquisition / Disposal 2.0% 0.2%
Fx 0.1% 1.0%

Express Rest of the World

Revenues 313 284
Growth % 10.2% 11.4%
Organic 13.0% 3.2%
Acquisition / Disposal 2.8% 0.0%
Fx -5.6% 8.2%

Total Express

Revenues 1,624 1,444
Growth % 12.5% 4.4%
Organic 11.4% 2.0%
Acquisition / Disposal 2.1% 0.1%
Fx -1.0% 2.3%
Working days 63 64
Core consignments (mil) 49.3 45.4
Core kilos (mil) 918.7 826.3
Core revenue quality yield improvement 1.0% 3.3%
Operating income (EBIT) 173 149
--- --- ---
Operating margin 10.7% 10.3%

2005 figures have been adjusted for comparative purposes.

Press Release FY & Q4 2006 Page 10 of 18


TNT Quarterly Information Mail

€ mil Q4 2006 Q4 2005

MAIL

Mail Netherlands

Revenues 733 750
Growth % -2.3% 1.6%
Organic -2.0% 1.7%
Acquisition / Disposal -0.3% -0.1%
Fx 0.0% 0.0%
Addressed mail pieces (millions) 1,427 1,480
Growth % -3.6% -5.6%
Working days 63 64

European Mail Networks

Revenues 219 171
Growth % 28.1% 22.1%
Organic 12.3% 21.4%
Acquisition / Disposal 15.2% 0.0%
Fx 0.6% 0.7%

Cross-border Mail

Revenues 152 146
Growth % 4.1% -5.2%
Organic 4.8% -7.1%
Acquisition / Disposal 0.0% 0.0%
Fx -0.7% 1.9%

Data and Document Management

Revenues 41 58
Growth % -29.3% 13.7%
Organic -8.6% -3.9%
Acquisition / Disposal -20.7% 17.6%
Fx 0.0% 0.0%

Total Mail

Revenues 1,145 1,125
Growth % 1.8% 3.9%
Organic 0.7% 2.8%
Acquisition / Disposal 1.1% 0.7%
Fx 0.0% 0.4%
Operating income (EBIT) 199 212
--- --- ---
Operating margin 17.4% 18.8%

2005 figures have been adjusted for comparative purposes.

Press Release FY & Q4 2006 Page 11 of 18


TNO

Consolidated Cash Flow Statements

| | Q4 2006 € mil | Q4 2005 € mil | FY 2006 € mil | FY 2005 € mil | | --- | --- | --- | --- | --- | | Profit before income taxes | 317 | 317 | 1,223 | 1,146 | | Adjustments for: | | | | | | Depreciation, amortisation and impairments | 92 | 87 | 318 | 303 | | Share based payments | 2 | 2 | 9 | 8 | | Investment income: | | | | | | Profit /loss on sale of property, plant and equipment | (29) | (25) | (61) | (38) | | Interest and similar income | (40) | (22) | (199) | (117) | | Foreign exchange gains | 0 | 0 | 0 | 1 | | Interest and similar expenses | 75 | 24 | 246 | 116 | | Results from investments in associates | 3 | 0 | 6 | 2 | | Changes in provisions: | | | | | | Pension liabilities | (37) | (38) | (124) | (121) | | Other provisions | (23) | 31 | 10 | 52 | | Changes in working capital: | | | | | | Inventory | (2) | 0 | (5) | (2) | | Accounts receivable | (138) | (105) | (170) | (143) | | Other current assets | 25 | 29 | (29) | (2) | | Trade payables | 51 | (1) | 80 | (85) | | Other current liabilities excl. short term financing and taxes | 129 | 67 | 34 | 54 | | Cash generated from operations | 425 | 366 | 1,338 | 1,174 | | Interest paid** | (92) | (25) | (199) | (80) | | Income taxes paid | (109) | (30) | (282) | (125) | | Net cash from operating activities | 224 | 311 | 857 | 969 | | Acquisition of group companies (net of cash) | (24) | (4) | (89) | (35) | | Disposals of group companies and joint ventures | 1,355 | (5) | 1,365 | (5) | | Investment in associates | (2) | (1) | (20) | (13) | | Disposals of associates | 0 | 0 | 0 | 3 | | Capital expenditure on intangible assets | (29) | (31) | (103) | (80) | | Disposal of intangible assets | 1 | 0 | 2 | 2 | | Capital expenditure on property, plant and equipment | (64) | (80) | (277) | (230) | | Proceeds from sale of property, plant and equipment | 17 | 24 | 65 | 43 | | Other changes in (financial) fixed assets | 3 | 11 | 7 | 16 | | Changes in minority interests | 3 | 0 | 7 | (3) | | Interest received** | 57 | 11 | 111 | 40 | | Net cash used in investing activities | 1,317 | (75) | 1,068 | (262) | | Repurchase of shares | (898) | (214) | (1,747) | (473) | | Other equity changes | 11 | 24 | 52 | 16 | | Net change long term borrowings | (8) | 11 | (51) | 26 | | Net change short term borrowings | (416) | 34 | 162 | (50) | | Net change finance leases | (8) | 2 | (10) | 2 | | Dividends paid | 0 | 0 | (282) | (268) | | Financing relating to our discontinued logistics business | (198) | (57) | (276) | (21) | | Net cash used in financing activities | (1,517) | (200) | (2,152) | (768) | | Changes in cash | 24 | 36 | (227) | (61) | | Cash as reported in the previous period | 272 | 442 | 559 | 633 | | Changes in discontinued business | 0 | 0 | (32) | (101) | | Cash at beginning of the period | 272 | 442 | 527 | 532 | | Adoption of IAS 32/39 per 1 January 2005 * | 0 | 46 | 0 | 46 | | Exchange rate differences | 1 | 3 | (3) | 10 | | Changes in cash | 24 | 36 | (227) | (61) | | Cash at end of period | 297 | 527 | 297 | 527 |

2005 figures have been adjusted for comparative purposes.

  • On adoption of IAS 32 as of 1 January 2005, bankoverdraft of € 46 million was no longer netted off from cash and cash equivalents. ** New cash pool arrangements in 2006 resulted in a respective € 36 million (for the quarter) and € 89 million (for the full year) grossing up impact on both the interest income and expenses when compared with 2005.

Press Release FY & Q4 2006


PNT

Consolidated Balance Sheets

31 Dec 2006 € mil 31 Dec 2005 € mil
Goodwill 1,573 1,626
Other intangible assets 212 212
Intangible assets 1,785 1,838
Land and buildings 823 805
Plant and equipment 342 313
Aircraft 306 221
Other 162 169
Construction in progress 45 44
Property, plant and equipment 1,678 1,552
Investments in associates 58 47
Other loans receivable 7 13
Deferred tax assets 211 188
Prepayments and accrued income 38 25
Financial fixed assets 314 273
Total non-current assets 3,777 3,663
Inventory 29 29
Accounts receivable 1,561 1,471
Income tax receivable 8 78
Prepayments and accrued income 227 218
Cash and cash equivalents 297 559
Total current assets 2,122 2,355
Assets held for sale 409 2,378
Total assets 6,308 8,396
Equity attributable to the equity holders of the parent 1,983 3,262
Minority interests 25 17
Total equity 2,008 3,279
Deferred tax liabilities 240 233
Provisions for pension liabilities 23 136
Other employee benefit obligations 57 49
Other provisions 106 105
Long-term debt 1,183 1,071
Accrued liabilities 3 14
Total non-current liabilities 1,612 1,608
Trade accounts payables 308 320
Short term provisions 87 29
Other current liabilities 731 571
Income tax payable 280 233
Accrued current liabilities 1,136 1,126
Total current liabilities 2,542 2,279
Liabilities related to assets classified as held for sale 146 1,230
Total liabilities and equity 6,308 8,396

Press Release FY & Q4 2006 Page 13 of 18


TNO Additional information

Capital expenditure on property, plant and equipment and other intangible assets

| | Q4 2006 € mil | Q4 2005 € mil | FY 2006 € mil | FY 2005 € mil | | --- | --- | --- | --- | --- | | Express | 178 | 71 | 392 | 194 | | Mail | 35 | 36 | 121 | 102 | | Non-allocated | 3 | 4 | 7 | 14 | | Total | 216 | 111 | 520 | 310 |

Capital expenditure includes financial leases, which are non-cash transactions.

Movement in equity attributable to the equity holders of the parent

| | Q4 2006 € mil | Q4 2005 € mil | FY 2006 € mil | FY 2005 € mil | | --- | --- | --- | --- | --- | | Opening balance | 2,636 | 3,354 | 3,262 | 3,057 | | Profit/(loss) attributable to the shareholders | 189 | 108 | 670 | 659 | | Foreign exchange effects and other | 14 | (4) | (1) | 19 | | Repurchases of shares | (887) | (231) | (1,736) | (231) | | Other reserves | 31 | 35 | 70 | 26 | | Cash dividend | 0 | 0 | (282) | (268) | | Closing balance | 1,983 | 3,262 | 1,983 | 3,262 |

Net debt

| | 31 Dec 2006 € mil | 31 Dec 2005 € mil | | --- | --- | --- | | Short term debt | 383 | 213 | | Long term debt | 1,183 | 1,071 | | Total interest bearing debt | 1,566 | 1,284 | | Cash and other interest bearing assets | (298) | (559) | | Net debt | 1,268 | 725 |

  • Net debt does not include adjustments for operating leases and pension liabilities that are incorporated in the definition of total net debt used for credit rating purposes.

2005 figures have been adjusted for comparative purposes.

Working daycount 2005-2007

Q1 Q2 Q3 Q4 Total
Express
2005 62 63 64 64 253
2006 64 60 64 63 251
2007 64 60 64 63 251
Mail
2005 64 63 65 64 256
2006 65 62 65 63 255
2007 64 61 65 63 253

Press Release FY & Q4 2006 Page 14 of 18


T

US GAAP Reconciliation

Reconciliation of Profit

| | FY 2006 € mil | FY 2005 € mil | | --- | --- | --- | | Profit attributable to the shareholders under IFRS | 670 | 659 | | Adjustments for: | | | | Employee benefits | 4 | (16) | | Depreciation and amortisation related to our discontinued business | (60) | (8) | | Impact of US GAAP differences on sale of logistics business | 31 | 0 | | Other | 0 | (11) | | Tax effect of adjustments | 12 | 8 | | Profit attributable to the shareholders under US GAAP | 657 | 632 | | of which related to discontinued operations | (173) | (131) | | of which related to continued operations (including minority interests) | 830 | 763 | | Profit per ordinary share /ADS under US GAAP * (in € cents) | 156.2 | 139.1 | | Profit per diluted ordinary share /ADS under US GAAP ** (in € cents) | 155.0 | 138.5 |

  • Based on an average number of 420.7 million ordinary shares, including ADS (2005: 454.4 million). ** Based on an average number of 423.9 million diluted ordinary shares, including ADS (2005: 456.4 million).

Reconciliation of Equity

| | 31 Dec 2006 € mil | 31 Dec 2005 € mil | | --- | --- | --- | | Total equity | 2,008 | 3,279 | | Minority interest | (25) | (17) | | Equity for the equity holders of the parent under IFRS | 1,983 | 3,262 | | Adjustments for: | | | | Employee benefits | (5) | 18 | | Other long lived intangible assets | 147 | 43 | | Other intangible assets amortisation | (7) | (10) | | Pension liability | (539) | (587) | | Depreciation and amortisation related to our discontinued logistics business | 0 | (8) | | Other | (1) | (6) | | Deferred taxes on adjustments | (7) | 45 | | Equity for the equity holders of the parent under US GAAP | 1,571 | 2,757 |

  • As at 31 December 2006 the minimum pension liability is no longer recorded as a consequence of the adoption of FAS 158. In 2006 the pension liability was increased by € 500 million (net of tax) due to the adoption of this pronouncement. The impact of FAS 158 within equity was offset by an overall reduction in the pension liability, primarily due to an increase in the discount rate from 4.3% to 4.7%. The comparative figures have not been adjusted for this.

2005 figures have been adjusted for comparative purposes.

Press Release FY & Q4 2006


TNT Financial Calendar

Friday 20 April, 2007 Annual General Meeting Tuesday 24 April, 2007 Ex-final dividend date Wednesday 2 May, 2007 Payment of final dividend Thursday 3 May, 2007 Publication of 2007 first quarter results Monday 30 July, 2007 Publication of 2007 second quarter results Monday 29 October, 2007 Publication of 2007 third quarter results

Press Release FY & Q4 2006 Page 16 of 18


TNT

Contact Information

Additional information available at http://group.tnt.com

Mike Richardson Director Investor Relations Phone +31 20 500 62 41 Fax +31 20 500 7515 Email [email protected]

David van Hoytema Manager Investor Relations Phone +31 20 500 65 97 Fax +31 20 500 7515 Email [email protected]

Sabine Post – de Jong Manager Investor Relations Phone +31 20 500 6242 Fax +31 20 500 7515 Email [email protected]

Pieter Schaffels Director Media Relations Phone +31 20 500 6171 Fax +31 20 500 7520 Email [email protected]

Daphne Andriesse Senior Press Officer Media Relations Phone +31 20 500 6224 Fax +31 20 500 7520 Email [email protected]

Cyrille Gibot Senior Press Officer Media Relations Tel. +31 20 500 6223 Fax +31 20 500 7520 E-mail [email protected]

Published by: TNT N.V. Neptunusstraat 41-63 2132 JA Hoofddorp P.O. Box 13000 1100 KG Amsterdam Phone +31 20 500 6000 Fax +31 20 500 7000 Email [email protected] Internet www.tnt.com/group

Press Release FY & Q4 2006 Page 17 of 18


OoT Warning about forward-looking statements

Some statements in this press release are "forward-looking statements" within the meaning of U.S. federal securities laws. We intend that these statements be covered by the safe harbors created under these laws. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are outside of our control and impossible to predict and may cause actual results to differ materially from any future results expressed or implied. These forward-looking statements are based on current expectations, estimates, forecasts, analyses and projections about the industries in which we operate and management's beliefs and assumptions about future events. In addition to the assumptions specifically mentioned in this press release, important factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, the results and the timing of the conclusion of our tax investigations and our discussions or disagreements with other tax authorities and the other factors discussed in our annual report on Form 20-F and our other reports filed with the US Securities and Exchange Commission. Given these uncertainties, no assurance can be given as to our future results and achievements. You are cautioned not to put undue reliance on these forward-looking statements, which only speak as of the date of this press release and are neither predictions nor guarantees of future events or circumstances. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Press Release FY & Q4 2006 Page 18 of 18