TNT’s Annual General Meeting of Shareholders adopts dividend for 2006
TNT N.V. announced today that the Annual General Meeting of Shareholders (AGM) adopted the 2006 financial statements and determined the dividend over 2006 at euro 0.73 per ordinary share, duly noting that euro 0.26 per ordinary share had already been paid as an interim dividend. An amount of euro 0.47 per ordinary share therefore remains as final dividend, which shall be made payable on 2 May 2007.
Furthermore the AGM adopted the following resolutions:
• Appointment of Mrs. M. Harris as member of the Supervisory Board
• Re-appointment of Messrs. R. Dahan, V. Halberstadt and W. Kok as members of the Supervisory Board
• Extension of the authority of the Board of Management to issue ordinary shares until 20 October 2008
• Extension of the authority of the Board of Management to limit or exclude the pre-emptive right to the issuance of ordinary shares until 20 October 2008
• The authorisation of the Board of Management to acquire own shares to a maximum of 10% of the issued capital until 20 October 2008
• Reduction of the issued capital through cancellation of 30,947,707 ordinary shares and through cancellation of ordinary shares to be repurchased under the new purchase program, announced on 26 February 2007 and starting on 23 April 2007
• Amendments of the Articles of Association, pursuant to which rights attached to the special share will lapse.
The AGM re-appointed Messrs. R. Dahan, V. Halberstadt and W. Kok members of the Supervisory Board. The AGM appointed Mrs. M. Harris as new member of the Supervisory Board. Mrs. Harris, a British national, has had a successful career, notably at McKinsey & Company. Her international experience and expertise in the business world, particularly in Asia, will be of great value to TNT. The Supervisory Board announced that Mr J.M.T. Cochrane will resign as per 31 July 2007 and, Mr. R.J.N. Abrahamsen as per the closure of the Annual General Meeting of Shareholders in 2008, according to the re-appointment schedule.
The AGM also extended the authority of the Board of Management to issue ordinary shares. This authority shall be limited to a maximum of 10% of the issued capital plus a further 10% of the issued capital in case an issue takes place in relation to a merger or an acquisition. The same applies to the authority of the Board of Management to limit or exclude the pre-emptive right to the issuance of ordinary shares.
The proposal to extent the authority of the Board of Management to issue preference shares B was rejected. The authority to issue preference shares B will therefore end on 20 October 2007. This rejection does not affect the call option of the Foundation Protection TNT to acquire preference shares B.
Furthermore, the AGM authorized the Board of Management to acquire own shares to a maximum of 10% of the issued share capital.
The AGM decided upon the reduction of the issued capital through cancellation of 30,947,707 ordinary shares repurchased by TNT N.V., increased with the ordinary shares that TNT N.V. will repurchase in respect of the new repurchase program announced on 26 February 2007.
Finally, the AGM adopted the proposals to amend the articles of association. Based thereon the rights attached to the special share will lapse since this share will be converted into an ordinary share. Also the period in which a proposal to cancel preference shares B is made to the AGM will be shortened from 24 months to 12 months.
