PostNL N.V.

Capital/Financing Update • Sep 5, 2016

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

5 September 2016 - The Hague – PostNL announces a tender offer targeting its outstanding EUR 5.375% bonds due 2017 and GBP 7.50% bonds due 2018.

Following the completion of the sale of its remaining stake in the outstanding share capital of TNT Express, resulting in gross cash proceeds of € 643 million, PostNL announces a tender offer aiming to purchase a portion of the outstanding EUR 5.375% bonds due 2017 and GBP 7.50% bonds due 2018.

The tender prices for each of the bonds will be determined via a fixed yield for the EUR 5.375% bonds due 2017 and a fixed spread for the GBP 7.50% bonds due 2018. The purchase yield is set at (0.15)% for the EUR 5.375% bonds due 2017 and the purchase spread is 40 bps for the GBP 7.50% bonds due 2018. The reference benchmark for determining the purchase price of the GBP 7.50% bonds due 2018 will be the applicable reference Gilt rate. PostNL will also pay accrued interest in respect of each of the bonds accepted for purchase pursuant to the tender offer on the settlement date. The total funds available for the offer is € 400 million including accrued interest, and such amount may be allocated between the two bonds at PostNL's sole discretion.

The tender offer commenced today, 5 September 2016, and expires at 5 p.m. (CET), on 13 September 2016. The final results of the transaction will be announced on 14 September 2016 and the expected settlement date is 16 September 2016.

BofA Merrill Lynch, acting through Merrill Lynch International, acts as Lead Dealer Manager on the transaction and Rabobank, acting through Coöperatieve Rabobank U.A. acts as Co- Lead Dealer Manager on the transaction.

An Invitation Memorandum setting out the terms of the tender offer is available for interested bondholders via the tender offer agent appointed by PostNL, Lucid Issuer Services (+44 20 7704 0880, or by e mail: PostNL@lucid-is.com).

This announcement and the Invitation Memorandum do not constitute an offer or an invitation to participate in the tender offer in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by PostNL and the Dealer Managers to inform themselves about and to observe any such restrictions.

The communication of this announcement, the Invitation Memorandum and any other documents or materials relating to the tender offer are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are being distributed only to and are directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) those persons who are existing members or creditors of PostNL falling within Article 43(2) of the Order or (iv) high net worth entities falling within Articles 49(2)(a) to (d) of the Order or (v) other persons to whom such documents and/or materials may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.