Financial Statements

Other information

NETHERLANDS OPINION

To the General Meeting of Shareholders of TNT N.V.

Auditor’s report

Report on the financial statements

We have audited the 2006 financial statements of TNT N.V., Amsterdam, set out on pages 105-176 These financial statements consist of the consolidated financial statements and the corporate financial statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December 2006, consolidated statement of income, consolidated cash flow statement and consolidated statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory notes. The corporate financial statements comprise the corporate balance sheet as at 31 December 2006, the corporate statement of income for the year then ended and the notes.

Management’s responsibility

The Board of Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the Board of Management’s report set out on pages 18-50, pages 56-66 and pages 86-100 in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion with respect to the consolidated financial statements

In our opinion, the consolidated financial statements, set out on pages 105-171 give a true and fair view of the financial position of TNT N.V. as at 31 December 2006, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.

Opinion with respect to the corporate financial statements

In our opinion, the corporate financial statements, set out on pages 172-176 give a true and fair view of the financial position of TNT N.V. as at 31 December 2006, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the extent of our competence, that the Board of Management’s report set out on pages 18-50, pages 56-66 and pages 86-100 is consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code.

Amsterdam, 26 February 2007
PricewaterhouseCoopers Accountants N.V.

drs. M. de Ridder RA

Note that the Netherlands opinion set out above is included for the purposes of TNT N.V.’s 2006 Annual Report only and does not form part of TNT N.V.’s Annual Report on Form 20-F for the year ended 31 December 2006.

EXTRACT FROM THE ARTICLES OF ASSOCIATION ON APPROPRIATION OF PROFIT

Under our current articles of association, a dividend of 7% is to be paid first on the special share (article 35, paragraph 1). The dividend specified in article 35, paragraph 1 will then be paid on the preference shares B if outstanding. Subject to the approval of our Supervisory Board, our Board of Management will determine which part of the 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).

On 17 November 2006, the State of the Netherlands transferred the special share in the company to TNT. As part of that transaction we agreed not to transfer this share to a third party. As no dividend shall be paid on shares held by us, in 2007 no dividend shall be paid on the special share. We will propose to convert the special share into an ordinary share as part of our amendment to our articles of association changed accordingly at our next Annual General Meeting of Shareholders. Preference shares B have not been issued.

APPROPRIATION OF PROFIT

Subject to the adoption of our financial statements, the proposed 2006 dividend has been set at €0.73 in cash per ordinary share of €0.48 par value. After adjusting for the interim dividend of €0.26 per ordinary share paid out in April 2006, the final dividend will be €0.47 per ordinary share.

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Appropriation of profit	2006
Profit attributable to the equity holders of the parent	670
Appropriation in accordance with the articles of association:
Reserves adopted by the Board of Management and approved by the Supervisory Board (article 35, par.2)	(378)
Dividend on ordinary shares	292
Interim dividend paid	109
Final dividend	183
(in € millions)

SPECIAL CONTROL RIGHTS UNDER THE ARTICLES OF ASSOCIATION

On 17 November 2006, the special share held by the State of the Netherlands was transferred for free to TNT. As per that date, the special control rights attached to this share also reverted to the company. The conversion of the special share is part of the amendment to the articles of association that will be proposed to the annual general meeting in 2007. We agreed not to exercise the rights attached to the special share in the interim period.

GROUP COMPANIES OF TNT N.V.

The list containing the information referred to in article 379 and article 414 of Book 2 of the Dutch Civil Code is filed at the office of the Chamber of Commerce in Amsterdam.

subsequent events

For information relating to subsequent events reference is made to note 36.