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Financial Statements

This annual report and the 2010 consolidated financial statements, audited by PricewaterhouseCoopers Accountants N.V. (PwC), were presented to the Supervisory Board in the presence of the Board of Management and the external auditor. PwC’s report can be found in the Financial statements.

The members of the Supervisory Board have signed the financial statements pursuant to their statutory obligation under article 2:101(2) of the Dutch Civil Code. The members of the Board of Management have signed the financial statements pursuant to their statutory obligation under article 2:101(2) of the Dutch Civil Code and article 5:25c (2)(c) of the Financial Markets Supervision Act (Wet op het financieel toezicht). See also the Board of Management compliance statement.

The Supervisory Board recommends that the general meeting of shareholders adopts the 2010 consolidated financial statements of TNT. The Annual General Meeting of Shareholders will be asked to release the members of the Board of Management and of the Supervisory Board from liability for the exercise of their duties. The appropriation of profit approved by the Supervisory Board can be found in the Financial statements.

The Supervisory Board endorses the Board of Management’s view on 2011. The Supervisory Board therefore approved the decision by the Board of Management to propose a dividend over 2010 at €0.57 per ordinary share, of which €0.28 was already paid as an interim dividend (at the election of the shareholders in cash or in stock) in August 2010 and a second interim dividend will be made available in March 2011 (at the election of the shareholders in cash or in stock). In addition, the Supervisory Board approved the decision by the Board of Management to propose to the Annual General Meeting of Shareholders a distribution of a final 2010 dividend of nil per ordinary share as the retained earnings set at the disposal of the shareholders at the Annual General Meeting of Shareholders will have been consumed by two interim dividends.

The Supervisory Board wishes to thank the Board of Management and all employees of TNT for their outstanding contributions in 2010.

Supervisory Board

Hoofddorp, 21 February 2011