2005 annual report and Form 20-FOther information
AUDITORS’ REPORT
To the general meeting of shareholders of TNT N.V.
Introduction
In accordance with your assignment we have audited the financial statements of TNT N.V., Amsterdam, for the year 2005 as set out on pages 112 to 182. These financial statements consist of the consolidated financial statements and the corporate financial statements. These financial statements are the responsibility of the Board of Management. Our responsibility is to express an opinion on these financial statements based on our audit.
Scope
We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Opinion with respect to the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the company as at 31 December 2005 and of the result and the cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Netherlands Civil Code as far as applicable.
Furthermore, we have to the extent of our competence, established that the report of the Board of Management is consistent with the consolidated financial statements.
Opinion with respect to the corporate financial statements
In our opinion, the corporate financial statements give a true and fair view of the financial position of the company as at 31 December 2005 and of the result for the year then ended in accordance with accounting principles as generally accepted in the Netherlands and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Netherlands Civil Code.
Furthermore, we have to the extent of our competence, established that the report of the Board of Management is consistent with the corporate financial statements.
Amsterdam , 24 February 2006
PricewaterhouseCoopers Accountants N.V.
Drs M de Ridder RA
EXTRACT FROM THE ARTICLES OF ASSOCIATION ON APPROPRIATION OF PROFIT
Under our articles of association, a dividend of 7% of €0.48 (€0.032) will be paid on the special share (article 35, paragraph 1). The dividend specified in article 35, paragraph 1 will be paid on preference shares B. Preference shares B have not been issued. Subject to the approval of our Supervisory Board, our Board of Management will determine which part of profit remaining after payment of dividend on the special share (and any preference shares B) will be transferred to the reserves (article 35, paragraph 2). The remaining profit will be distributed as dividend on ordinary shares (articles 35, paragraph 3). No dividends shall be paid on shares held by us in our own capital (article 35, paragraph 6).
APPROPRIATION OF PROFIT
Subject to the adoption of our financial statements, the proposed 2005 dividend has been set at €0.63 in cash per ordinary share of €0.48 par value. After adjusting for the interim dividend of €0.22 per ordinary share paid out in August 2005, the final dividend will be €0.41 per ordinary share.
| Appropriation of profit | 2005 |
|---|---|
| Profit attributable to the shareholders | 659 |
| Appropriation in accordance with the articles of association: | |
| Dividend on special share (article 35, par. 1) €0,032 | 0 |
| Reserves adopted by the Board of Management and approved by the Supervisory Board (article 35, par.2) | (387) |
| Dividend on ordinary shares | 272 |
| Interim dividend paid | 100 |
| Final dividend | 172 |
| (in € millions) | |
SPECIAL CONTROL RIGHTS UNDER THE ARTICLES OF ASSOCIATION OF SPECIAL SHARE
The State of the Netherlands holds a special share that gives it the right to approve decisions that lead to fundamental changes in our group structure, see for these decisions note 31.
OTHER ARRANGEMENTS WITH THE STATE OF THE NETHERLANDS
We have agreed with the State of the Netherlands that we may issue ordinary shares, subject to the approval of the State of the Netherlands, in its capacity as holder of the special share, and the Supervisory Board. The State of the Netherlands has agreed that it will withhold its approval only if:
- the proposed share issuance is scheduled to take place, or our intention to make the issuance would be made public by us, within nine months prior to any offer of our ordinary shares by the State of the Netherlands, and
- the State of the Netherlands in its reasonable opinion expects that the proposed issuance would be detrimental to its interests in any later offerings of our ordinary shares by it.
However, we may within such nine-month period make a public announcement of our intention to issue ordinary shares, if:
- ordinary shares would be issued exclusively or almost exclusively in exchange for the shares of one or more companies with which we or any of our group companies have concluded a co-operation, merger or acquisition agreement, or
- the announcement is made in relation to a private issuance (other than an issuance referred to above), provided that the State of the Netherlands in its reasonable opinion determines that the announcement would not be detrimental to its interests in any future offerings by it.
The State of the Netherlands is otherwise required to give its approval within eight business days upon written request to that effect, if the financial conditions of the issuance reasonably can not be regarded by the State of the Netherlands as adversely affecting the interests of shareholders in general.
In issuing shares, we have agreed to consider the long term financial interests of the State of the Netherlands as the holder of a substantial interest in us.