15

Investor relations

Traffic, Shanghai

Further information for shareholders

The Board of Management and the Supervisory Board provide the shareholders’ meeting with all information that it requires for the exercise of its powers, unless this would be contrary to an overriding interest of the company. If the Board of Management and the Supervisory Board invoke an overriding interest, they must give reasons.

We adhere to the principle that we must explain business developments and financial results to investors. Our chief financial officer has the principle responsibility for investor relations with the active involvement of our chief executive officer. Our investor relations department organises presentations for analysts and institutional investors, which can be viewed on our website.

Our policy is to provide all shareholders and other parties in the financial markets with equal and simultaneous information about matters that may influence the share price. The contacts between the Board of Management on the one hand and press and analysts on the other must be carefully handled and structured, and the company must not engage in any acts that compromise the independence of analysts in relation to the company and vice versa. Briefings on quarterly results are given either via group meetings or teleconference and are both accessible by telephone or via our website. Briefings are similarly given to update the market between each quarterly announcement. We may hold briefing meetings with institutional shareholders to ensure that the investing community receives a balanced and complete view of the Group’s performance and the issues faced by the business. These meetings generally occur after publication of our second and fourth quarter results, but also happen during other periods of the year, for example during broker conferences. We communicate with our shareholders through the annual general meeting of shareholders, newsletters and our website. Meetings of analysts can by way of webcasting at all times be reviewed by shareholders. Our website provides all relevant information with regard to dates of analyst meetings and procedures concerning webcasting. Our group compliance officer is responsible for monitoring this process and the meetings. Analysts’ reports and valuations shall not be assessed, commented upon or corrected other than factually, by the company in advance. For further information visit our website at www.tpg.com.

We do not pay any fee(s) to parties for the carrying out of research for analysts’ reports or for the production or publication of analysts’ reports with the exception of credit rating agencies.

Analysts meetings, presentations to institutional or other investors and direct discussions with the investors shall not take place shortly before the publication of the regular quarterly financial information (‘closed period’).

Our Board of Management has adopted investor relations and media guidelines with which all Board of Management members must at all times abide unless explicitly exempted by the chief executive officer.

Our website provides all information that is required to be published. Our website will also give access to shareholders’ circulars required for any approvals sought from the shareholders’ meeting. We commit in this respect to shareholders’ circulars that in form and substance will be similar to the standard that applies to similar instruments issued by FTSE 100 companies.

Our website provides a summary of the minutes of shareholders’ meetings. All shareholders’ resolutions are decided on a poll, except when the issue relates to a vote concerning individuals or the meeting decides to have a ballot. The proxy votes cast in relation to all resolutions are disclosed to those in attendance at the meeting and the results of the poll are published at our website.

STOCK EXCHANGE AND SHARE PRICE INFORMATION

Since 29 June 1998, following our demerger from KPN, our ordinary shares have been listed on the Amsterdam stock exchange, which was renamed Euronext Amsterdam in connection with the merger of the Amsterdam, Brussels and Paris Stock Exchanges in 2000, the London Stock Exchange, the New York Stock Exchange and the Frankfurt Stock Exchange.

The principal market for trading in the ordinary shares is Euronext Amsterdam. TPG is included in the AEX index, which consists of the top 25 companies in the Netherlands, ranked on the basis of their turnover in the stock market and free float. We have an unrestricted sponsored American Depositary Receipt (ADR) facility with Citibank N.A. as depositary. The ADRs evidence American Depositary Shares (ADSs), which represent the right to receive one ordinary share. The ADSs trade on the New York Stock Exchange under the symbol “TP”.

The following table sets forth the high and low closing prices for our ordinary shares on Euronext Amsterdam and the ADSs on the New York Stock Exchange for the periods indicated:

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Trading prices
  Euronext (in €)   NYSE (in US$)  
  HIGH LOW HIGH LOW
2000 31.19 22.31 30.94 19.44
2001 28.29 16.46 26.50 16.25
2002 25.08 14.98 22.72 15.30
2003 19.34 11.71 23.59 13.10
2004 20.15 16.22 27.25 19.79
2002        
1st Quarter 25.08 21.65 22.08 19.32
2nd Quarter 25.07 20.65 22.63 19.70
3rd Quarter 23.00 16.55 22.72 16.28
4th Quarter 19.35 14.98 18.50 15.30
2003        
1st Quarter 16.00 11.71 17.00 13.10
2nd Quarter 15.74 13.53 18.65 15.10
3rd Quarter 17.62 14.83 20.08 17.13
4th Quarter 19.34 16.11 23.59 19.14
2004        
1st Quarter 19.34 16.22 24.30 19.79
2nd Quarter 18.95 17.12 23.08 20.86
3rd Quarter 19.80 17.74 24.50 21.50
4th Quarter 20.15 18.65 27.25 23.83

 

  Euronext (in €)   NYSE (in US$)  
  HIGH LOW HIGH LOW
2004        
July 18.78 17.74 23.04 21.50
August 19.03 17.74 23.35 21.80
September 19.80 18.80 24.50 22.91
October 20.15 18.65 24.81 23.83
November 19.79 18.82 26.41 23.95
December 19.98 19.51 27.25 25.82
2005        
January 21.04 19.65 27.38 25.47
February (through 22 February 2005) 21.80 20.90 28.49 27.33

 

Average daily volume (in shares) in 2004 was as follows:
  2004 2003
1st Quarter 1,654,655 1,356,444
2nd Quarter 1,492,099 1,242,102
3rd Quarter 1,491,089 1,404,351
4th Quarter 1,559,948 1,272,351
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The highest quotation during the year was €20.15 on 7 October 2004 and the lowest €16.22 on 24 March 2004. A total of 5,836,500 shares in the form of American Depository Receipts (ADRs) were traded on the New York Stock Exchange, compared with 5,674,500 in the previous year.

EXCHANGE RATES

The following tables set forth the noon buying rates in the City of New York for cable transfers as certified by the Federal Reserve Bank of New York for the euro.

US$ per €1 HIGH LOW AVERAGE RATE 1
2000 1.0335 0.8270 0.9228
2001 0.9535 0.8370 0.8955
2002 1.0485 0.8594 0.9451
2003 1.2597 1.0361 1.1411
2004 1.3625 1.1801 1.2478
1. Average of the noon buying rates on the last day of each month during the year.

 

  HIGH LOW
2004    
July 1.2452 1.2018
August 1.2368 1.2025
September 1.2417 1.2052
October 1.2783 1.2271
November 1.3288 1.2703
December 1.3625 1.3224
2005    
January 1.3465 1.2963
February (through 22 February 2005) 1.3259 1.2757

Since 4 January 1999, our ordinary shares have traded on Euronext Amsterdam in euro. Fluctuations in the exchange rate between the euro and the US dollar will affect the US dollar equivalent of the euro price of our ordinary shares on Euronext

Amsterdam and, as a result, will affect the market price of our American Depositary Shares in the United States. See chapter 10 – “Risk factors”.

STOCK PERFORMANCE

Stock price

  2004 2003 2002
Stock price (in €)      
High 20.15 19.34 25.07
Low 16.22 11.71 14.98
Close 19.98 18.57 15.45
Earnings per outstanding share in € cents 140.9 63.1 126.1
Dividend in € cents 57.0 48.0 40.0
Dividend pay-our ratio (as a %) 40.5 76.1 31.7
Dividend yield (based on closing rate for the year) 2.85 2.58 2.59
P/E Ratio 14.18 29.41 12.26
Number of issued shares 480,259,522 480,259,522 480,259,522
Stock market capitalisation (in € billions) 9,596 8,823 7,420

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Our relative performance to the Euronext Amsterdam (AEX) at closing prices during 2004 (AEX index rebased to our company)

Our relative performance to the Euronext Amsterdam (AEX) at closing prices since its listing in 1998 (AEX index rebased to our company)

Our ordinary shares are held worldwide in the form of bearer shares, non-ADS registered shares and ADSs. Outside the United States, ordinary shares are held primarily in bearer form. In the United States, ordinary shares are held primarily in the form of ADSs. Only bearer shares are traded on Euronext Amsterdam and the other European exchanges on which our ordinary shares are listed. Only ADRs relating to ADSs are traded on the NYSE.

The following table indicates the form in which the ordinary shares were held as of 22 February 2005:

The following table indicates the form in wich the ordinary shares were held as of 22 February 2005:
Forum Number of shares Percentage of outstanding ordinary shares
Bearer shares 385,065,260 80.18%
Non-ADS registered shares 89,376,767 18.61%
ADSs1 5,817,496 1.21%
1. Held by approximately 55 holders of record. Since some shares are held by brokers and other nominees for their clients, this number may not be representative of the actual number of ordinary shares held by US residents or of the actual number of US-resident beneficial holders of ordinary shares.
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In 2004, 398.7 million TPG shares were traded on the Euronext Amsterdam market (2003: 336.6 million).

PEER GROUP COMPARISON

For comparative reasons, our company has defined a peer group of publicly listed companies with activities in the same industries in which TPG is active. This peer group consists of the Germanybased company Deutsche Post, with activities in mail, express and logistics; the United Kingdom-based company Exel, having activities in the field of logistics; Swiss based Kuehne & Nagel International AG, active in freight management and logistics; as well as the two United States-based express carriers FedEx and United Parcels Services. For this peer group, the comparative performance in terms of total shareholder returns in 2004 is charted below.

DIVIDEND TPG (IN € CENTS)

We try to meet shareholders’ return requirements through dividends and growth in value of our shares. TPG annually pays interim and final dividends in cash. TPG pays cash dividends in euro. Exchange rate movements will affect the amounts received by ADS holders on conversion by the depository of such cash dividends.

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FINANCIAL CALENDAR FOR 2005
28 February Announcement of 2004 Full Year results
7 April TPG Annual General Meeting of Shareholders
11 April Ex-dividend listing of TPG shares
18 April Payment of final dividend
4 May Publication of 2005 first quarter results
29 July Publication of 2005 half year results
31 October Publication of 2005 third quarter results

DOCUMENTS ON DISPLAY Securities and Exchange Commission

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934 and file reports and other information with the Securities and Exchange Commission. You may examine the reports and other information filed by us, without charge, at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549. You may also receive copies of these materials by mail from the Securities and Exchange Commission’s Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C., 20549. For more information on the public reference rooms, call the Securities and Exchange Commission at 1-800-SEC-0330. Our reports and other information filed with the Securities and Exchange Commission are also available to the public from commercial document retrieval services and the website maintained by the Securities and Exchange Commission at http://www.sec.gov. Our ADRs are traded on the New York Stock Exchange, and these materials are available for inspection and copying at their offices at 20 Broad Street, New York, New York, 10005.

Publications

Share is a Dutch-language quarterly magazine distributed to 14,000 individual shareholders and other interested readers in the Netherlands. This magazine and other publications can also be viewed and ordered through our website.

Websites

For the latest and archived press releases, corporate presentations and speeches, current share price and other company information such as our online annual report and interim reports, please visit our corporate website at www.tpg.com.

We also invite you to visit the sites of our two main trading brands: www.tnt.com, www.tpgpost.nl. The information on this website does not form part of this annual report.

TPG INVESTOR RELATIONS

Through our investor relations activities, we aim to provide shareholders with accurate and timely information. We proactively and openly communicate with institutions and private investors and with intermediary groups such as analysts and financial journalists.

In addition to the quarterly, half-yearly and yearly result presentations, we maintain regular contacts with financial analysts and retail and institutional investors through meetings, roadshows, conference calls and company visits. In 2004, we visited investors in major financial cities in Europe, the United States and Asia.

The annual report on Form 20-F is filed electronically with the United States Securities and Exchange Commission.

Mailing address

TPG Investor Relations

P.O. Box 13000 1100 KG Amsterdam The Netherlands

Visiting address

Neptunusstraat 41-63
2132 JA
Hoofddorp
The Netherlands
Telephone +31 20 500 6455
Fax +31 20 500 7515
Email investorrelations@tpg.com
Internet site www.tpg.com
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