Auditor

PricewaterhouseCoopers Accountants N.V. examines and expresses opinions on the financial statements of TNT N.V. A further description of the audit and audit related services provided in 2007 can be found under Costs External Auditor.

The contact details of our auditor are:

TNT’s external auditor, PricewaterhouseCoopers Accountants N.V., is appointed by TNT’s general meeting of shareholders. TNT’s audit committee has the sole authority, subject to con?rmation by the Supervisory Board, to recommend to the general meeting of shareholders the appointment or replacement of the external auditor. The audit committee is directly responsible for the compensation and oversight of the work of the external auditor on behalf of the Supervisory Board (including resolution of disagreements between management and the external auditor regarding ?nancial reporting) for the purpose of preparing or issuing an audit report or related work. The audit committee is required to pre-approve all auditing and audit related services, and permitted non-audit services (including the fees and terms thereof) to be provided by the external auditor. The audit committee pre-approved all services performed in 2007, except for some services in the aggregate amount of around 1% of the total amount paid to the external auditor.

The audit committee grants year-long general pre-approval for certain routine services and speci?c pre-approval for additional services or budget allocations. Signi?cant non-audit services require a tender process, and certain services are prohibited outright. In its approval-granting process, the audit committee considers the applicable regulations and stock exchange rules and whether the external auditor is best suited to perform the services effectively and ef?ciently. The audit committee also considers the ratio between the total amount of fees for audit and audit related services and the total amount of fees for non-audit services. The audit committee requires a formal written statement from the external auditor describing all relationships between the external auditor and TNT. In principle, the lead (signing) partner and the concurring (review) partner of the external auditor are rotated after a maximum period of five years.

The audit committee and the Board of Management are required once every three years to conduct a thorough assessment of the functioning of the external auditor within the various entities and in the different capacities in which the external auditor acts. The last assessment was held in 2007. The main conclusions of this assessment were communicated to the 2007 annual general meeting of shareholders.

TNT’s internal auditor function, corporate audit services, operates under the responsibility of the Board of Management and is subject to monitoring by the Supervisory Board, assisted by the audit committee. The Board of Management is required to ensure that the external auditor and the audit committee are involved in drawing up the tasks of the internal audit function.

The independent external auditor is required to attend the meetings of the Supervisory Board at which the financial statements and the audit report of the external auditor with respect thereto are discussed.

See note 21 to the consolidated ?nancial statements for the fees paid to PricewaterhouseCoopers Accountants N.V. and the distribution of the fees between audit related services and non-audit services.