Protection
Stichting Bescherming TNT (Foundation Protection TNT, or Foundation) was established with a view toward safeguarding the interests of TNT, its affiliated companies, and all interested parties, such as shareholders and employees. It aims to prevent as much as possible influences that are harmful to TNT's continuity, independence and identity, or otherwise contrary to its interests. The Foundation is an independent legal entity and is not owned or controlled by any other legal person.
The members of the board of the Foundation are:
- R. Pieterse (Chairman)
- W.P. van Vonno (Vice-Chairman)
- J.H.M. Lindenbergh
- M. Nieuwe Weme
All members of the board of the Foundation are independent from TNT. This means that the Foundation is an independent entity in the sense referred to in section 5:71 paragraph 1 sub c of the Netherlands Financial Markets Supervision Act (Wet op het financieel toezicht).
TNT’s Articles of Association provide for protective preference shares B that can be issued in order to protect the interests mentioned above. The issuance of preference shares B allows TNT to consider its position under the prevailing circumstances at that time.
TNT and the Foundation have entered into a call option agreement, whereby the latter has an option to acquire a number of preference shares B under certain circumstances, provided this number does not exceed the total amount of shares issued minus one and minus any shares already issued to the Foundation.
The preference shares B have a nominal value of €0.48, and have the same voting rights as TNT’s ordinary shares. The exercise price with respect to the call option is the nominal value, although upon exercise only €0.12 per preference share B is required to be paid. The remaining €0.36 is due at such time as TNT makes a call for payment by resolution of its Board of Management, which resolution is subject to approval by the Supervisory Board. The Foundation has credit facilities in place to enable it to pay the exercise price.
Preference shares B will be outstanding no longer than strictly necessary; once the reason for their placing has ceased to exist, TNT shall propose to the general meeting of shareholders to cancel the preference shares B entirely as a class.
TNT has granted to the Foundation the right to file an application for an inquiry into the policy and conduct of business of TNT with the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer). TNT believes that this may be a useful option in the period before the issuance of preference shares B, without causing a dilution of the rights of other shareholders at that stage.
There are currently no outstanding preference shares B.
Additional information can be found in chapter 10 of the Annual Report 2008.
Download the articles of association of the Foundation.