bpost SA/NV

Proxy Solicitation & Information Statement • Apr 5, 2024

bpost Company limited by shares under public law

Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels

Enterprise no. 214.596.464 (RLE Brussels)

("bpost SA/NV")

PROXY ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 8 MAY 2024

This duly completed, dated and signed form must be returned by 2 May 2024, 4:00 PM (Belgian time) at the latest to:

Euroclear Belgium

Email: ebe.issuer@euroclear.com

Proxy forms arriving late or not complying with the required formalities will be rejected.

The undersigned (name and first name / name of the legal entity) (the "Principal"):

…………………………………………………………………………………………………………………………………………………………………....

With address / registered office at:

…………………………………………………………………………………………………………………………………………………………………....

Owner of	……………………………	dematerialized shares () registered shares ()	of bpost SA/NV
	quantity	(*) cross-out type not applicable

hereby appoints as his/her/its special proxyholder (the "Proxyholder"):

Name and first name: ………………………………………………………………………………………………………………………………….

Domicile: …………………………………………………………………………………………………………………………………………………….

(Please note that if you appoint a member of the Board of Directors or any other employee or person related to bpost SA/NV, on the basis of the law, this person will be deemed to have a potential conflict of interest.) (Please note that if you do not appoint a Proxyholder, this proxy will be considered a "vote by correspondence". In that case, you can no longer vote in person or by proxy at the Ordinary General Meeting of Shareholders.)

to represent the undersigned at the Ordinary General Meeting of Shareholders of bpost SA/NV that will be held at BluePoint Brussels Conference & Business Centre, Bd. A. Reyers 80, 1030 Brussels (Belgium) on 8 May 2024 at 10 AM (Belgian time) and to vote on his/her/its behalf as follows on each of the proposed resolutions:

Please provide your voting instructions (for, against, abstain) in writing below each proposed resolution.

In the absence of voting instructions, the Proxyholder will vote in favor of the resolutions shown on the agenda. Please note that this is not possible, on the basis of the law, if you appoint a member of the Board of Directors or any other employee or person related to bpost SA/NV. This person shall only be able to vote when given specific instructions per agenda item.

• 1. Management report by the Board of Directors on the financial year closed on 31 December 2023. This agenda item does not require a Shareholders' Meeting resolution.
• 2. Statutory Auditors Report on the financial year closed on 31 December 2023. This agenda item does not require a Shareholders' Meeting resolution.
• 3. Presentation of bpost Group's consolidated annual accounts per 31 December 2023, the management report by the Board of Directors, and the Statutory Auditors Report on these annual accounts.

This agenda item does not require a Shareholders' Meeting resolution.

4. Approval of bpost SA/NV's statutory annual accounts per 31 December 2023, including the allocation of the result.

Proposed resolution: the Shareholders' Meeting resolves to approve bpost SA/NV's statutory annual accounts relating to the financial year closed on 31 December 2023, the allocation of the result reflected therein, and the distribution of a gross dividend of EUR 0.13 per share.

FOR	AGAINST	ABSTAIN

5. Advisory vote on the remuneration report for the financial year closed on 31 December 2023.

Proposed resolution: the Shareholders' Meeting resolves to approve the remuneration report for the financial year closed on 31 December 2023.

FOR	AGAINST	ABSTAIN
-----	---------	---------

6. Discharge to the Directors.

Proposed resolution: the Shareholders' Meeting resolves to grant discharge to the Directors for the exercise of their mandate during the financial year closed on 31 December 2023.

FOR		AGAINST			ABSTAIN
-----	--	---------	--	--	---------	--

7. Discharge to the Statutory Auditors.

Proposed resolution: the Shareholders' Meeting resolves to grant discharge to the Statutory Auditors for the exercise of their mandate during the financial year closed on 31 December 2023.

	FOR	AGAINST	ABSTAIN
--	-----	---------	---------	--

8. Statutory Auditors - Appointments and remuneration.

The mandate of EY Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL and PVMD Bedrijfsrevisoren– Réviseurs d'Entreprises BV/SRL will expire at this Shareholders' Meeting.

Proposed resolutions: the Shareholders' Meeting resolves, upon nomination by the Joint Industrial Committee (Paritair Comité / Commission Paritaire), upon the proposal of the Board of Directors and upon recommendation by the Audit, Risk & Compliance Committee, to reappoint EY Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL, having its registered office at Kouterveldstraat 7B, box 1, 1831 Machelen (Belgium) and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RLE Brussels, Dutch-speaking division), and PVMD Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL, having its registered office at Avenue d'Argenteuil 51, 1410 Waterloo (Belgium) and registered with the Crossroads Bank for Enterprises under number 0471.089.804 (RLE Brabant wallon), as Statutory Auditors and to also entrust them with conducting the assurance of the consolidated sustainability reporting, for a renewable three-year term ending after the Ordinary General Meeting of 2027.

EY Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL appoints Mr. Han Wevers as its permanent representative.

PVMD Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL appoints Mr. Alain Chaerels as its permanent representative.

The Shareholders' Meeting resolves that the aggregate remuneration of both Statutory Auditors for the audit of the statutory and the consolidated annual accounts amounts to EUR 650,000 per year, subject to annual indexation according to the cost-of-living index.

The Shareholders' Meeting resolves that the aggregate remuneration of both Statutory Auditors for the assurance engagement amounts to EUR 142,500 per year, subject to annual indexation according to the cost-of-living index.

FOR	AGAINST	ABSTAIN

9. Power of attorney.

Proposed resolution: the Shareholders' Meeting grants a special power of attorney to Mr. Ross Hurwitz, Mr. François Soenen, Mrs. Hélène Mespouille and Mrs. Sofie Baveghems, each acting individually and with full power of substitution and sub-delegation, to represent bpost SA/NV for the purpose of the accomplishment of all necessary filing and publication formalities resulting from the aforementioned resolutions. Each of the attorneys is, in this regard, authorized to take all actions that are necessary or useful to comply with the formalities in relation to any filing requirements and publications.

FOR		AGAINST		ABSTAIN

_____________________________

Attendance formalities

The undersigned (Principal) hereby declares that he/she/it has in due time complied with all the formalities set forth in the notice of convocation for the purposes of participating and voting at the Ordinary General Meeting of Shareholders(the "Meeting"). Proof hereof must be delivered by 2 May 2024 in the manner set forth in the notice of convocation.

Powers of the Proxyholder

The Proxyholder is hereby authorized to take the following actions on behalf of the undersigned: to vote or abstain from voting on any proposed resolutions regarding the items on the agenda of the Meeting, as the case may be, in accordance with the voting instructions mentioned above.

Furthermore, the Proxyholder is hereby authorized to sign on behalf of the undersigned any minutes, deeds or documents and, in general, to do everything that is necessary or useful to execute this proxy.

Should the Meeting not be able to deliberate validly or should it be postponed for any reason whatsoever, the Proxyholder is authorized to attend any subsequent meeting having the same or a similar agenda. However, this shall only apply insofar the Principal has in due time complied with the required formalities to participate and vote at the subsequent meeting.

Effect on the proxy form of (possible) exercise of the right to add items to the agenda and to file proposed resolutions

One or more shareholders holding alone or together three percent (3%) of the share capital of the Company can exercise his/her/its/their right in accordance with Article 7:130 of the Belgian Code of Companies and Associations to add to the agenda of the Meeting one or more items to be dealt with and to file proposed resolutions relating to items already on or to be added to the agenda.

In any such case, the Company will no later than 23 April 2024 make available to its shareholders on its website (https://bpostgroup.com/investors/governance/shareholders-meetings) the relevant forms that can be used to vote by proxy, to which are added the additional items to be dealt with and the attendant proposed resolutions that might be placed on the agenda and/or just the proposed resolutions that might be formulated.

In that case, the following rules will apply:

• (a) If the present proxy has been validly notified before publication of the revised agenda of the Meeting (i.e. before 23 April 2024), it will remain valid with regard to the items mentioned on the agenda for which it was given.
• (b) If the Company has published a revised agenda including one or more newly proposed resolutions for items which were initially mentioned on the agenda, the Proxyholder may deviate from any instructions given by the Principal if execution of such instructions might compromise the Principal's interests. In that case, the Proxyholder must inform the Principal thereof.

(c) If the Company has published a revised agenda including one or more new items to be dealt with, the proxy must indicate whether or not the Proxyholder is authorized to vote on these new items or whether he/she should abstain.

In view of the foregoing, and as applicable, the Principal hereby formally:

• ❑ gives instruction to the Proxyholder to abstain on the new items and the attendant proposed resolutions that might be placed on the agenda of the Meeting;
• ❑ authorizes the Proxyholder to vote on the new items and the attendant proposed resolutions that might be placed on the agenda of the Meeting, as he/she considers appropriate, taking into account the Principal's interests.

If the Principal has not marked either of these boxes or if the Principal has marked both boxes, the Proxyholder must abstain from voting on the new agenda items and the attendant proposed resolutions that might be placed on the agenda of the Meeting.

Done at: On:

(signature(s))*

___________________

Name**: Title**:

(*) The signature(s) should be preceded by the handwritten mention "GOOD FOR PROXY".

(**) If signature on behalf of a legal entity, please specify first name, name and title of the natural person(s) signing this form on behalf of the shareholder and provide supporting documentation confirming representation powers. In the absence thereof, the natural person(s) signing this form declare(s) and certify(ies) to bpost SA/NV to have the necessary powers to sign this form on behalf of the shareholder.