TNT Express Shareholders Adopt All Resolutions

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Algemeen advies 05/10/2015 15:07
Memphis, Tennessee – October 5, 2015
FedEx Corp. (FedEx) (NYSE: FDX) has taken note of TNT Express N.V.'s (TNT Express) press release in relation to the Extraordinary General Meeting that took place today (the EGM) confirming that the shareholders of TNT Express approved all of the resolutions on the agenda. This release is made in connection with the recommended public offer by FedEx Acquisition B.V. (the Offeror) for all of the issued and outstanding ordinary shares in the capital of TNT Express, including all ordinary shares represented by American depositary shares (the Offer), as more fully described in the Offer Document.

“We appreciate that the shareholders of TNT Express approved the resolutions of TNT Express’ Extraordinary General Meeting,” said David Binks, Regional President Europe, FedEx Express. “We believe the combination of these two great companies will provide significant value to the employees, customers and shareowners of both TNT Express and FedEx, and we continue to work constructively with the regulatory authorities around the world to obtain clearance of the acquisition.”

EGM Resolutions and Offer Period

The Asset Sale and Liquidation Resolutions, the Conversion Resolution and the Governance Resolutions are conditional on the Offer being declared unconditional and the Settlement thereof. The Asset Sale and Liquidation Resolutions are also conditional upon the number of Shares tendered under the Offer, together with those Shares held by or committed to the Offeror or its affiliates and the Shares to which the Offeror or its affiliates are entitled, being less than 95% but at least 80% of TNT Express’ aggregate issued and outstanding ordinary share capital.

As a result of the Asset Sale and Liquidation Resolutions and the Conversion Resolution having been adopted, under the terms and subject to the conditions of the Offer, the minimum acceptance condition of the Offer will be 80% (and not 95%) of TNT's aggregate issued and outstanding ordinary share capital, on a fully diluted basis, as of the time and date on which the Offer expires.

As previously announced, the Acceptance Period under the Offer is currently scheduled to expire at 17:40 hours CET (11:40 a.m. New York time) on October 30, 2015, unless extended in accordance with the terms of the Offer. FedEx and TNT Express are on track to obtain all necessary approvals and competition clearances.

The Combination presents a highly pro-competitive proposition for the provision of small package delivery services within and outside Europe. The networks of TNT Express and FedEx are largely complementary, given that FedEx’s strength is providing U.S. domestic and extra-EEA international services, while TNT Express' focus is on providing intra-European services. The Combination would allow the parties to sell a more competitive e-commerce offering in the market, which should benefit consumers and SMEs in Europe and beyond. Based on the required steps and procedures in Europe, Brazil, China and other jurisdictions around the world, however, some of the approvals and competition clearances could be received after October 30, 2015. This would cause the Acceptance Period to be extended. In accordance with the terms and conditions in the Offer Document, the Offeror will announce any such extension by press release no later than three Dutch business days following the expiry of the current Acceptance Period.

About FedEx Corp.
FedEx provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $47 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its more than 325,000 team members to remain "absolutely, positively" focused on safety, the highest ethical and professional standards and the needs of their customers and communities.



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