Share ownership and capital
TNT’s share capital is divided into 1,600,000,000 shares, each worth €0.48. This equates to a total share capital of €768 million. The company’s capital is divided into two types of shares: ordinary shares and preference shares B. The issued capital has been reduced in recent years following several share buy-back programmes.
- TNT’s capital consists of 800,000,000 ordinary shares and 800,000,000 preference shares B.
- On 31 December 2007, 379,224,255 ordinary shares were issued and outstanding, and no preference shares B were issued and outstanding.
- TNT’s issued share capital in 2007 amounted to €182 million.
- In total, the company’s equity in 2007 equated to €1,951 million (compared to €2,008 in 2006).
- On 11 April 2008 the AGM adopted the reduction of issued share capital by cancellation of 11,034,904 ordinary shares repurchased in the first and second tranches of the share buy-back programme which was announced on 30 July 2007, increased with such number of ordinary shares which TNT N.V. otherwise has repurchased or will repurchase under this programme.
Our major shareholders
The Financial Markets Supervision Act imposes a duty to disclose percentage holdings in the capital and/or voting rights in the company when such holding reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. Such disclosure must be made to the AFM without delay, who then notifies the company.
You can find the notifications on the AFM website.
TNT buying back shares
TNT has the right to buy back some its own shares. Through these programmes, we effectively buy back shares from our shareholders. These shares are subsequently cancelled.
Our issued share capital was reduced to its current amount following:
- a €1,000 million share buy-back programme in February 2007 (announced on 6 November 2006 and 29 November 2007). Under the programme, we purchased 27,640,543 ordinary shares in 2006 and 3,307,164 ordinary shares in January 2007. On 20 April 2007, the annual general meeting of shareholders resolved to cancel the total number of 30,947,707 ordinary shares purchased under this programme. The cancellation of these shares became effective on 5 July 2007.
- a €400 million share buy-back programme in September 2007 (announced on 26 February 2007). In total, 12,595,639 ordinary shares were repurchased under this programme. The annual general meeting of shareholders held on 20 April 2007 also resolved to cancel these shares, and this became effective on 29 November 2007. In 2007, the total number of issued and outstanding ordinary shares decreased by 43,543,346. At a nominal value of €0.48 per share, the cancellation equals an amount of €20.9 million.
- a €500 million share buy-back programme in mid 2008 (announced on 30 July 2007). A first tranche of €200 million was commenced on 9 November 2007. As a result of these repurchases, the company held 6,977,275 ordinary shares for cancellation at 31 December 2007 (2006: 27,640,543). The first tranche of €200 million was completed on 4 January 2008. The second tranche of €100 million announced on 6 December 2007 was completed on 15 February 2008. TNT purchased 3,849,210 ordinary shares. Of the final third tranche of € 200 million announced on 28 April 2008 a total of 8,167,530 shares were repurchased. All shares repurchased have already been cancelled.
TNT's issued share capital currently consists of 360,022,121 ordinary shares.
TNT’s equity – what it’s made up of
TNT’s equity consists of equity attributable to the equity holders of the parent of €1,931 million (2006: 1,983) and minority interest of €20 million (2006: 25).
Equity attributable to the holders of the parent consists of the following items:
Issued share capital
Issued share capital amounted to €182 million at 31 December 2007 (2006: 203). The number of authorised, issued and outstanding shares by class of share is as follows:
Authorised share capital
By deed of 27 April 2007, the articles of association were amended. As of that date the company’s authorised share capital amounts to €768 million, divided into 800,000,000 ordinary shares and 800,000,000 preference shares B of €0.48 nominal value each. Prior to the amendment, the authorised share capital amounted to €864 million and was divided into 900,000,000 ordinary shares, one special share and 899,999,999 preference shares B of €0.48 nominal value each.
The form of our shares
- Our ordinary shares are in bearer or registered form. Ordinary shares in bearer form are represented by a global note held by the Dutch clearing system Euroclear Netherlands (formerly known as NECIGEF) and are transferable through Euroclear Netherlands’ book entry system. ADRs represent ordinary shares in bearer form represented by the note held by Euroclear Netherlands. Ordinary shares in registered form are transferred by means of a deed of transfer and TNT’s written acknowledgement of the transfer. TNT does not have share certificates for ordinary shares represented by the global note.
- The State of the Netherlands used to have a ‘special share’ in TNT. They transferred this to us for free on 17 November 2006. On 20 April 2007, the annual general meeting of shareholders resolved to convert the special share into an ordinary share as part of an amendment to TNT’s articles of association. As a result, the special share ceased to exist on 27 April 2007.
- We also have shares known as preference shares B, which are in registered form. These can be issued to a special body called Stichting Bescherming TNT, if required. Also known as Foundation Protection TNT or the Foundation, this body was formed to look after the interests of TNT, its shareholders and employees – to prevent any influences that might threaten us, such as an unsolicited take-over. Protective preference shares B can be issued to the Foundation if the company’s independence or identity looks like it may be under threat. None of these shares are currently issued.