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Sunday, September 25, 2016

P&O Nedlloyd Reverse Listing Finished

April 16, 2004

Royal P&O Nedlloyd has taken full ownership of P&O Nedlloyd which has effectively become independently listed on the Euronext stock market in Amsterdam.

This marks the closing of the rights offering and the completion of the acquisition by Royal Nedlloyd of P&O's 50 per cent stake in P&O Nedlloyd. It also is the renaming of Royal Nedlloyd NV as Royal P&O Nedlloyd NV, and the independent listing of P&O Nedlloyd through Royal P&O Nedlloyd.

"I am delighted that we have achieved the listing of P&O Nedlloyd on Euronext today. It is the culmination of our plan to give P&O Nedlloyd the independent status it needs to grow and flourish," said Andrew Land, Chairman of Royal P&O Nedlloyd.

Royal P&O Nedlloyd NV has announced the closing of its approximately EUR 190 million 3 for 7 rights offering of 9,138,544 new ordinary shares. Immediately following the closing of the rights offering, Royal Nedlloyd NV ("Nedlloyd") and The Peninsular and Oriental Steam Navigation Company ("P&O") completed the acquisition (the "Acquisition") by Nedlloyd of P&O's 50 per cent stake in P&O Nedlloyd Container Line Limited ("P&O Nedlloyd") for consideration of approximately €215 million cash and 10,158,938 new ordinary shares in Royal P&O Nedlloyd, representing a 25 per cent interest (maximum 20 per cent voting rights in general) in Royal P&O Nedlloyd's current outstanding share capital.

P&O has agreed to retain its 25 per cent interest in Royal P&O Nedlloyd for a minimum of six months following completion of the Acquisition, subject to certain exceptions. The total consideration for the Acquisition has a value of approximately €524 million, based on Nedlloyd's closing share price of €30.40 on 15 April 2004 on Euronext Amsterdam, subject to a possible adjustment in respect of the value of Martinair. The net proceeds from the rights offering were used as part of the cash consideration for the Acquisition, with the balance being funded from existing cash resources.

The new Royal P&O Nedlloyd ordinary shares have been admitted today to listing on Euronext Amsterdam. As of today, the Royal P&O Nedlloyd ordinary shares trade on Euronext Amsterdam under the symbol "RPN".

In connection with the Acquisition, the articles of association of Nedlloyd were amended effective as of today, giving effect to, among other things, a one-tier board structure and the creation of one class of share capital. In addition, as of today, Royal Nedlloyd NV has been renamed Royal P&O Nedlloyd NV.

Royal P&O Nedlloyd will consolidate P&O Nedlloyd as a 100 percent subsidiary. P&O Nedlloyd will continue to operate using its existing trade name 'P&O Nedlloyd'. The Acquisition will have no impact on P&O Nedlloyd's business nor on its employees or day-to-day operations and services provided to its customers. P&O Nedlloyd's headquarters will continue to be in London and Royal P&O Nedlloyd will have its headquarters in Rotterdam.



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