ABOUT THE FOUNDATION
The Foundation Continuity was founded on 23 June 1998 as Stichting Bescherming TNT Post Group, to protect the interests of what was then TNT Post Group N.V., which was being separated from Koninklijke PTT Nederland N.V (KPN) and listed on the Amsterdam stock exchange. In 2011, TNT Express was split off from TNT N.V. and PostNL was given its current name. As a result, the articles of association of the Foundation Continuity were amended per 31 May 2011. The Foundation Continuity has had its current corporate name ever since, and its statutory goal is to protect the interests of PostNL, its group companies and all its stakeholders, such to include doing its upmost to fend off influences that may threaten the continuity, autonomy or identity of PostNL contrary to those interests.
PostNL and the Foundation Continuity entered into a call option agreement on 23 June 1998, and this agreement was amended on several accounts in 2008 and 2013. The Foundation Continuity can exercise the call option it has been granted to safeguard the continuity, autonomy or identity of PostNL. By virtue of the call-option agreement, the Foundation Continuity has the continuous right to acquire a number of preference shares B, not exceeding the total number of issued shared minus one and minus the number of shares PostNL has already issued to the Foundation Continuity.
The Foundation Continuity can therefore hold the number of voting rights equal to those vested in the number of ordinary shares issued at that time minus one share, or in other words 49.99% of the total number of votes. In the event of a (potential) threat to the continuity, autonomy or identity of PostNL, the Foundation Continuity can exercise this option independently, against the background of its statutory goal.
In the event that PostNL issues the preference shares B after the Foundation Continuity has exercised the call option, the Foundation Continuity must contribute 25% of the nominal value of the shares. The nominal value of the shares is EUR 0.08 (eight euro cents). The Foundation Continuity has agreed financing arrangements to meet its deposit obligation.
Pursuant to article 31, section 1 of the articles of association of PostNL, outstanding preference shares B entitle the holder to dividend payments. The dividend percentage due to the Foundation Continuity is equal to the 12-month Euribor – weighted according to the number of days for which payment is due – plus a bonus, determined by the Board of Management and approved by the Supervisory Board of PostNL, of at least one percentage point and at most three percentage points, depending on the prevailing circumstances at that time. The dividend is calculated pro rata according to the time frame if the relevant preference shares B were issued in the course of the financial year.
By exercising its call option, the Foundation Continuity can acquire an interest in PostNL and prevent the frustration or negation of the continuity of (the policy pertaining to) the operational activities of PostNL. The Foundation Continuity is capable of ensuring that the autonomy and continuity of the company are protected in the event that they come under serious threat as a result of a hostile public offer for PostNL, for instance, or as a result of developments the Foundation Continuity considers hostile within the general meeting of shareholders of PostNL.
The opportunity to exercise the call option by the Foundation Continuity is intended as a preventative measure. The sole purpose of the use of the option right by the Foundation Continuity is to enable PostNL to continue to operate independently under its existing management. The board of the Foundation Continuity believes that the voting rights vested in the preferences shares B are not meant to influence voting on a permanent basis.
Inquiry procedure at the Enterprise Chamber
In an agreement of 3 March 2008, PostNL granted the Foundation Continuity the right to file a request for an inquiry with the Enterprise Chamber of the Amsterdam District Court. The Enterprise Chamber can use an inquiry procedure to order an investigation into the management and course of events within (the group companies of) PostNL and the Chamber may order immediate provisions if and insofar as it deems such necessary.
The Foundation Continuity is an independent legal entity and is not owned by or controlled by any other legal person. The board is entirely free to determine whether it will use its right to exercise the call option if such an occasion arises.