Exhibit 4.1

AGREEMENT ON PRINCIPLES TNT POST GROUP
[Afspraken op Hoofdlijnen TNT Post Groep]



WHEREAS:



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ARTICLE 1

The agreements and arrangements summarised in the preamble to this Agreement TNT Post Group (with the exception of the present Agreement TNT Post Group itself)
do not apply to TNT Post Group.

ARTICLE 2

Insofar as they concern the relationship between the State and TNT Post Group, TNT Post Group shall submit to the State, before they are published, the
prospectus to be drawn up for TNT Post Group and the official publications in the media in the context of the Demerger, in good time for the State to be able to comment on them if it should so desire.

ARTICLE 3

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ARTICLE 4







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ARTICLE 5

TNT Post Group shall conclude agreements with the TPG Protection Foundation [Stichting Bescherming TNT Post
Groep] (the "TPG Protection Foundation") in accordance withAnnex IV(hereinafter referred to as "Agreement Prefs B
TNT Post Group").

ARTICLE 6

TNT Post Group shall conclude an agreement with the State in accordance withAnnex V(hereinafter referred to
as "Loan Agreement TNT Post Group") by virtue of which agreement TNT Post Group and the State shall make further arrangements as to (the repayment of) Loan A and Loan B insofar as these shall have
passed to TNT Post Group in the context of the Demerger.

ARTICLE 7

With the exception of the arrangements set out in Article 2 of this Agreement TNT Post Group, the arrangements contained in this Agreement TNT Post
Group are entered into on the suspensive condition of the execution of the notarial deed whereby the Demerger will be effectuated.

THUS
SIGNED IN TRIPLICATE IN THE HAGUE
on 23 June 1998

The
Minister of Transport and Public Works

Ms A.
Jorritsma-Lebbink

The
Minister of Finance

Mr
G. Zalm

TNT
Post Group N.V.

Mr
A.J. Scheepbouwer

REPRESENTATION PURSUANT TO
RULE 306 OF REGULATION 5-T

This document represents a fair and accurate English translation of the Dutch language document.

| |  | By:/S/ JEROEN BRABERS                                             
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | Name: Jeroen Brabers
  Title: General Counsel, TNT Post Group N.V.

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CALL OPTION AGREEMENT PREFERENCE SHARES A
IN TNT POST GROUP N.V.[Overeenkomst Optie Preferente Aandelen A
in TNT Post Groep N.V.]

The
undersigned:



WHEREAS:

HAVE AGREED AS FOLLOWS:

Article 1.

TNT Post Group grants the State the right to subscribe to preference shares A, at any time, on the occasion of or after every issue of shares by TNT Post Group
and on or after every allocation of shares on the occasion of a merger or demerger as referred to in Title 7 of Book 2 of the Dutch Civil Code [BW], in order to enable the
State to hold voting shares in TNT Post Group up to a total of 331/3 percent of the voting capital, not counting the Special Share.

Article 2.

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Article 3.

Article 4

The State shall be entitled to exercise separately the option rights granted to it under the terms of the present Agreement and specified in Articles 1 and 2
respectively.

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Article 5

This Agreement is entered into on the suspensive condition of the execution of the notarial deed whereby the Demerger will be effectuated.

Signed
in The Hague on 23 June 1998

The
Minister of Transport and Public Works

Ms A.
Jorritsma-Lebbink

The
Minister of Finance

Mr
G. Zalm

TNT
Post Group N.V.

Mr
A.J. Scheepbouwer

REPRESENTATION PURSUANT TO
RULE 306 OF REGULATION 5-T

This document represents a fair and accurate English translation of the Dutch language document.

| |  | By:/S/ JEROEN BRABERS                                             
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | Name: Jeroen Brabers
  Title: General Counsel, TNT Post Group N.V.

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CALL OPTION AGREEMENT PREFERENCE SHARES B
IN TNT POST GROUP N.V.
[Overeenkomst Optie Preferente Aandelen B
in TNT Post Groep N.V.]

The
undersigned,



Whereas:



have agreed as follows:

Article 1

TNT Post Group hereby grants the Foundation the right to subscribe to preference shares B in the capital of TNT Post Group, viz. the right in each case to
subscribe to preference shares B up to a maximum of the issued share capital in ordinary shares, preference shares A and the Special Share, all as issued prior to the exercise of the option, minus one
share.

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Article 2

The maximum referred to in Article 1 shall be reduced by the shares already allocated to the Foundation upon its exercising an option.

Article 3

Article 4

The option rights acquired shall not be disposed of.

Article 5

The Foundation shall exercise its voting rights attaching to the preference shares B to which it subscribes in a completely independent manner in accordance
with its objects as stated in its Articles of Association.

Article 6

Article 7

Either Party may terminate the present Agreement, before the option is exercised, by giving written notification to the other Party, at three months notice.

Article 8

This Agreement is entered into on the suspensive condition of the execution of the notarial deed whereby the Demerger will be effectuated.

Signed
in The Hague on 23 June 1998

TNT
Post Group N.V.

Mr
A.J. Scheepbouwer

Stichting
Bescherming TNT Post Groep

Dr
A. Maas

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REPRESENTATION PURSUANT TO
RULE 306 OF REGULATION 5-T

This document represents a fair and accurate English translation of the Dutch language document.

| |  | By:/S/ JEROEN BRABERS                                             
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | Name: Jeroen Brabers
  Title: General Counsel, TNT Post Group N.V.

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PUT OPTION AGREEMENT PREFERENCE SHARES B
IN TNT POST GROUP N.V.
[Overeenkomst Plaatsing Preferente Aandelen B
in TNT Post Groep N.V.]

The
undersigned,

Whereas:



have agreed as follows:

Article 1

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Article 2

The shares shall be issued at par and paid for in cash. When the share issue takes place, it shall not be necessary for more than twenty-five
percent (25%) of the nominal value to be paid.

Article 3

The Foundation shall exercise its voting rights attaching to the issued preference shares B in a completely independent manner in accordance with its objects
as stated in its Articles of Association.

Article 4

Article 5

This Agreement is entered into on the suspensive condition of the execution of the notarial deed whereby the Demerger will be effectuated.

Signed
in The Hague on 23 June 1998

TNT
Post Group N.V.

Mr
A.J. Scheepbouwer

Stichting
Bescherming TNT Post Groep

Dr
A. Maas

REPRESENTATION PURSUANT TO
RULE 306 OF REGULATION 5-T

This document represents a fair and accurate English translation of the Dutch language document.

| |  | By:/S/ JEROEN BRABERS                                             
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | Name: Jeroen Brabers
  Title: General Counsel, TNT Post Group N.V.

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