TNT EXPRESS : FedEx Declares Offer for TNT Express Unconditional 18 May 2016

Highlights

• 88.4% of all TNT Express shares tendered and accepted
• All Offer Conditions have been satisfied or waived
• Settlement will take place on 25 May 2016
• Remaining TNT Express Shares can be tendered during the Post-Closing Acceptance Period, commencing on 19 May 2016 and ending on 1 June 2016

FedEx Corporation (FedEx) (NYSE:FDX), FedEx Acquisition B.V. (the Offeror) and TNT Express N.V. (TNT Express) are pleased to announce that the Offeror has declared its recommended all-cash public offer for all the issued and outstanding ordinary shares in the share capital of TNT Express, including shares represented by American Depositary Receipts (the Shares), unconditional (doet gestand). All Offer Conditions, as described in the Offer Document, have been satisfied or (in whole or in part) waived.

'We are pleased with the outcome of the public share offer,' said David Bronczek, President and CEO, FedEx Express. 'May 25, 2016 will be a profound moment in the history of these two great companies. Together, we will transform the global transportation industry, connecting even more people and possibilities around the world.'

Acceptance
In connection with the Offer, 484,982,585 Shares (including Shares represented by American depositary shares) have been tendered during the Acceptance Period that expired on 13 May 2016, representing 88.4% of the aggregate issued and outstanding ordinary share capital of TNT Express, and an aggregate value of €3,879,860,680 (at an Offer Price of €8.00 (eight euro) in cash per Share). No treasury shares are held by TNT Express.

Settlement
With reference to the Offer Document, published on 21 August 2015, holders of Ordinary Shares who accepted the Offer shall receive an amount in cash of €8.00 (eight euro) (the Offer Price) and holders of ADSs who accepted the Offer shall receive a cash amount equal to the U.S. dollar equivalent of the Offer Price, calculated by the Offeror using the spot market exchange rate for the U.S. dollar against the euro published on Bloomberg at noon New York time on the day immediately prior to the date on which funds are received by Citibank, N.A. (the ADS Tender Agent), in its capacity as ADS Tender Agent to pay for the ADSs following the Unconditional Date.

Payment of the Offer Price will occur on 25 May 2016 (the Settlement Date). The Offeror currently does not hold any Shares. Following the Settlement of the Offer, the Offeror will hold at least 484,982,585 Shares, representing 88.4% of the issued and outstanding share capital of TNT Express.