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bpost SA/NV

AGM Information Apr 5, 2024

3922_rns_2024-04-05_871d9362-a147-481f-a32a-091639ac61c4.pdf

AGM Information

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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")

VOTE BY CORRESPONDENCE 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: [email protected]

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

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

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

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

With address / registered office at:

hereby votes with all votes attached to the aforementioned shares as follows, by correspondence, regarding the following proposed resolutions 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 Wednesday 8 May 2024 at 10 AM (Belgian time):

  • 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

_______________________________________

  • I. Shareholders voting by duly returning this form can no longer vote in person or by proxy at the Ordinary General Meeting of Shareholders (the "Meeting").
  • II. This form will be considered null and void if and to the extent the shareholder has not indicated above his/her/its vote or abstention.
  • III. Should the Meeting not be able to deliberate validly or should it be postponed for any reason whatsoever, this form to vote by correspondence will remain valid for any subsequent meeting having the same or a similar agenda as that of the Meeting concerned. However, this applies only insofar the undersigned shall have in due time fulfilled the required formalities to participate and vote at the subsequent meeting.
  • IV. If the Company publishes, at the latest on 23 April 2024, a revised agenda for the Meeting to include new items or proposed resolutions upon the request of one or more shareholders in execution of Article 7:130 of the Belgian Code of Companies and Associations, the present form to vote by correspondence will remain valid with regard to the items mentioned on the agenda to which they relate to the extent it has been validly returned in compliance with the required formalities and before publication of the revised agenda. Notwithstanding the above, votes cast on the present form with regard to the items mentioned on the agenda for which new proposed resolutions are filed, will be null and void.

Done at: On:

(signature(s))

___________________

Name*: Title*:

(*) 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.

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