Assurance report

To the stakeholders of TNT N.V.

Engagement and limited objective

We have been engaged by the Board of Management of TNT N.V. (“TNT”) to examine the content of TNT’s Social Responsibility Report for the year 2006 (hereafter referred to as the Report) in the following way:

To audit all data and graphs related to “the percentage of TNT people working at certified sites”, “blameworthy and other road traffic accident fatalities” (excluding subcontractors), “workplace fatalities” and all data and graphs relating to the CO2 footprint of the Mail division; the audited data are marked with a triangle (▲);
To review all the other elements of the Report.

As not all entities within TNT report social responsibility data, a data clarification table (Annex 4) is included in the Report. In this table the coverage of the Report is clarified by showing for each indicator the number of FTEs working in entities that report on that indicator as a percentage of total FTEs in the division. In our opinion, this limitation with regard to the completeness of the Report and the reasons for it, are acceptable, partly in view of the intention to report on this in the future.

Audit work focuses on obtaining reasonable assurance, substantiated by sufficient supporting evidence. Review work focuses on obtaining limited assurance and therefore provides less assurance than audit work. Consequently the conclusions with respect to the audit and review part of our engagement are reported separately. In our opinion, this combined engagement fulfils a rational objective.

The Report has been prepared under the responsibility of the company’s management. Our responsibility is to express an opinion on the Report based on our examination.

Reporting criteria

In this assurance engagement, we have used the reporting criteria developed by TNT which are based on the Guidelines of the Global Reporting Initiative (GRI) 2002 requirements and the AA1000 Assurance Standard as explained in the ‘Scope of the report’ section of the Report. These reporting criteria include certain inherent limitations that can influence the reliability of the information.

It should be noted that TNT only reports on parts of the organisation, as the Report only includes data from business units which are fully or majority owned and from those joint ventures where significant influence in respect of social responsibility is exercised. This also implies that TNT does not report on subcontractors (except for road traffic accident fatalities). Furthermore TNT does not report on recent acquisitions and on its discontinued operations. For further details on the scope, refer to the ‘Scope of the report’ section in the Report. We consider these reporting criteria to be relevant and sufficient for our engagement.

Work performed

The work was performed by a multidisciplinary team of professional accountants and environmental and social experts. We planned and performed our work to obtain a basis for our conclusions in accordance with the Assurance Standard 3410N “Assurance Engagements relating to Social Responsibility Reports”, drawn up by the professional body of Dutch accountants (“NIVRA”), and in line with the AA1000 Assurance Standard as issued by AccountAbility, as far as this standard goes beyond the requirements of Assurance Standard 3410N. These standards require amongst others that the assurance team:

possesses the requisite skills and experience within financial and non-financial assurance, social responsibility management, environmental and social issues as well as industry-specific knowledge to undertake this assignment;
complies with the independence requirements of international professional standards setting and national regulatory bodies.

Audit part of the engagement

With regard to the audited data and graphs, we have gathered audit evidence as follows:

For data relating to the percentage of TNT people working at certified sites, by examining the existence of certificates issued in respect of the management system standards which have been adopted by TNT. Furthermore we have performed analytical procedures and tests of details as to the validity and the coverage of the certificates and we have reconciled the reported headcount and full time equivalents working at certified sites with available data in TNT’s financial reporting system;
For data relating to blameworthy and other road traffic accident fatalities (excluding subcontractors) and workplace fatalities, by performing audit procedures on the completeness and classification of reported fatalities;
For all data and graphs relating to the CO2 footprint of the Mail division, by performing analytical procedures and substantive testing of data regarding the usage of electricity, gas, fuel, jet fuel, aviation gas, petrol, diesel, LPG and biofuel.

Review part of the engagement

We reviewed all the other elements of the Report. Our most important review procedures were to:

Update our understanding of the TNT organisation and the business;
Investigate the acceptability of the reporting criteria, in relation to the information requirements of TNT’s stakeholders;
Conduct interviews with responsible officers, at corporate and divisional level and for selected business units and sites, aimed at understanding the progress made by TNT in the data gathering and reporting process and at evaluating the plausibility of the qualitative and quantitative information in the Report;
Evaluate the aggregation of quantitative data on corporate, divisional and business unit level;
For all data and graphs relating to the CO2 footprint of the Express division, perform tests on a sample basis;
With respect to the ‘Dow Jones Sustainability Assessment ’ scores, reconcile the information with an external report;
With respect to specific figures in the following sections, reconcile the information with the company’s 2006 financial statements:

in the “TNT at a glance” section: “Revenues”, “Operating income”, “Operating margin”, “Profit for the shareholders”, “Earnings per diluted ordinary share”, “Net cash from operating activities” and “Distribution of revenues per reportable segment”;
in the “Scope of the report” section: “contracted-out business”;
in the ”Workforce” section: “headcount” and “full time equivalents” of TNT;
in the “Direct economic impact” section: “Costs of goods, materials and services”, “Providers of capital” and “Retained earnings”.

Review the Report against the key principles of materiality, completeness and responsiveness of the AA1000 Assurance Standard. Amongst others we have:

Reviewed the stakeholder dialogue of TNT in line with underlying information;
Performed a media analysis and internet search to gain insight into social responsibility issues relevant to TNT during the reporting period;
Compared the Report with other reports in the mail and express industry;
Assessed whether TNT reports on the social responsibility objectives that were stated in their 2005 Social Responsibility Report;
Assessed whether the information in the Report is in line with our knowledge and experience in respect of social responsibility at TNT.

Evaluate the overall format and presentation of the Report, including evaluating the consistency of the information, in line with the above-mentioned reporting criteria.

Conclusions

With respect to the audit part of the engagement

Based on our audit procedures, we conclude that the following information provided has been represented completely, accurately and sufficiently, in all material respects, in accordance with TNT’s reporting criteria:

for all divisions, the data and graphs relating to the percentage of TNT people working at certified sites, blameworthy and other road traffic accident fatalities (excluding subcontractors) and workplace fatalities;
for the Mail division, all data and graphs relating to the CO2 footprint.

With respect to the review part of the engagement

Based on our review procedures with regard to all the other elements of the Report, we have no reason to assume that, in accordance with TNT’s reporting criteria:

the reporting criteria are not acceptable and have not been applied consistently;
the reported events have not occurred during the reporting period and have not been presented completely, accurately and timely;
the reported information has not been represented completely, accurately and sufficiently for all divisions, in all material respects.

In addition, based on our review procedures, nothing has come to our attention that would cause us not to believe that:

the reported information is material to TNT’s stakeholders and that the reported targets and indicators in general are used in strategic and operational decision-making;
the Report shows TNT’s responsiveness to major issues raised by stakeholders and that TNT has policies, programmes and procedures in place to address material issues raised by stakeholders.

Recommendations

TNT is continuously developing its social responsibility reporting system and policies as explained in the Report. Our assurance engagement has led to some important recommendations for improvement. Without qualifying our conclusions, the following matters require attention:

The effectiveness of the management review controls with respect to the social responsibility reporting process can be further improved. In 2006, management review controls were observed to contain a number of weaknesses limiting the effectiveness of the internal review. We recommend that the management review controls are strengthened, for example by embedding social responsibility reporting into the regular planning and control systems.
The Report is not yet based on full coverage as intended by TNT and as clarified in the data clarification table in Annex 4. We recommend TNT to further increase the number of entities that report on social responsibility data to increase the coverage and to achieve a higher degree of completeness of the Report.

Amsterdam, 26 February 2007
PricewaterhouseCoopers Accountants N.V.

drs. M. de Ridder RA