Shareholders who elected for a dividend in shares will receive one new TNT Express N.V. ordinary share for every 110 dividend rights. This represents a value of € 0.0508 per dividend right which is 3.6141% above the value of the cash dividend. The conversion rate has been based on the volume-weighted average share price of € 5.5848 for all TNT Express N.V. shares traded on NYSE Euronext by Euronext Amsterdam over a three trading day period from 15 August 2014 up to and including 19 August 2014.

44.7% of the outstanding capital has elected for dividend to be paid in shares, which results in approximately 2,219,500 new ordinary shares being issued as stock dividend. To the extent that the dividend is paid in shares, it will be paid free of withholding tax and it will be sourced from the additional paid-in capital that is recognised for Dutch dividend withholding tax purposes. The cash dividend will be paid out of the remaining additional paid-in capital.

The dividend will be payable as from 26 August 2014.

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