AGM Information • Oct 20, 2023
AGM Information
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("bpost SA/NV")
The Board of Directors of bpost SA/NV (the "Company") hereby invites its shareholders to participate in the Special General Meeting of shareholders of the Company (the "Meeting"), which will be held at BluePoint Brussels Conference & Business Centre, Bd. A. Reyers 80, 1030 Brussels (Belgium), on Thursday 23 November 2023 at 3 PM (Belgian time).
An access map to the Meeting is available on the Company's website. Persons attending the Meeting are invited to arrive at 2.30 PM (Belgian time) in order to complete the registration formalities. Shareholders may also choose to vote by proxy or to vote by correspondence before the Meeting (see below for more information).
AGENDA OF THE MEETING: the agenda and proposed resolutions of the Meeting, which, as the case may be, can be completed and/or amended at the meeting on behalf of the Board of Directors, are as follows:
Proposed resolution: the Shareholders' Meeting resolves to grant discharge to the non-executive Directors for the exercise of their mandate during the financial year closed on 31 December 2022.
On September 6, 2023, upon recommendation of the Remuneration and Nomination Committee, the Board of Directors unanimously decided to appoint Mr. Christiaan Peeters as person vested with the day-to-day management ("CEO") of bpost SA/NV for a term of six years with effect from a mutually agreed date between Mr. Peeters and bpost SA/NV. This date was set at November 1, 2023. In accordance with its nomination right under article 14, §2 of the Articles of Association, the Belgian State proposes to appoint Mr. Christiaan Peeters as director for a term ending after 6 years as from November 1, 2023.
As from the Shareholders' Meeting of May 10, 2023, the mandate of Mr. Laurent Levaux as director (appointed upon proposal by the Belgian State) expired. In addition, on September 13, 2023, Mr. Mohssin El Ghabri resigned as director (appointed upon proposal by the Belgian State), with immediate effect.
In accordance with its nomination right under article 14, §2 of the Articles of Association, the Belgian State proposes to appoint Mrs. Véronique Thirion and Mr. Denis Van Eeckhout as directors for a term of 4 years until the close of the annual Shareholders' Meeting of 2027.
The Board of Directors, upon recommendation of the Remuneration and Nomination Committee, recommends voting in favor of the proposed resolutions.
The curriculum vitae and, where applicable, other information on the proposed Board members are available on bpost's website: https://bpostgroup.com/investors/governance/shareholders-meetings.
The Board of Directors proposes to remunerate the mandate of the directors in accordance with (i) the resolution of the Shareholders' Meeting of 25 April 2000, the principles of which are reflected in the bpost Remuneration Policy approved by the Shareholders' Meeting on May 12, 2021 (as publicly available on https://bpostgroup.com/investors/governance/shareholders-meetings) or (ii) the amended Remuneration Policy if approved by this Shareholders' Meeting (see Point 4 below). In accordance with the bpost Remuneration Policy, the mandate of Mr. Peeters as director will not be remunerated.
The current Remuneration Policy of bpost was prepared by the Board of Directors upon recommendation of the Remuneration & Nomination Committee and was approved by the Shareholders' Meeting on May 12, 2021. In accordance with Article 7:89/1, §3 of the Belgian Code of Companies and Associations, any material change to this Remuneration Policy has to be approved by the Shareholders' Meeting. Upon recommendation of the Remuneration & Nomination Committee, the Board of Directors has prepared an amended Remuneration Policy mainly to introduce a long-term incentive plan, which it submits for approval to this Shareholders' Meeting.
The amended Remuneration Policy is available on bpost's website: https://bpostgroup.com/investors/governance/shareholders-meetings.
If the amended Remuneration Policy is not approved by the Shareholders' Meeting, the current Remuneration Policy approved by the Shareholders' Meeting of May 12, 2021 will continue to apply.
Proposed resolution: the Shareholders' Meeting approves the amended Remuneration Policy as drawn up by the Board of Directors upon recommendation of the Remuneration and Nomination Committee.
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 delegation and substitution, 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.
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Shareholders are invited to submit their questions in relation to items on the agenda, in writing, prior to the Meeting. These questions must reach the Company by letter (to the registered seat, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, att. Antoine Lebecq) or email ([email protected]), by Friday 17 November 2023 at the latest.
Shareholders who participate in person will also have the possibility to ask questions relating to items on the agenda during the Meeting.
Questions validly addressed to the Company will be answered during the Meeting. Questions submitted by a shareholder will only be considered if the latter has complied with all admission formalities as described in Point 3 below.
Shareholders who individually or jointly own at least 3% of the share capital of the Company can request to add new items to the agenda of the Meeting or submit resolutions to vote (with respect to items included or to be included in the agenda) until Wednesday 1 November 2023 at the latest (Article 7:130 of the Belgian Code of Companies and Associations).
Such request will only be valid if, when submitted in writing to the Company, it is accompanied by a relevant document establishing the abovementioned shareholding (i.e. for registered shares, a certificate establishing registration of corresponding shares in the share register of the Company; for dematerialized shares, a certificate established by an authorized account holder or a settlement institution certifying registration of the shares in one or more accounts).
The request, including the text of new agenda items or new proposed resolutions, duly signed by the requesting shareholder(s), should reach the Company by Wednesday 1 November 2023 at the latest, either by letter (to the registered seat, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, att. Antoine Lebecq) or by e-mail ([email protected]). The Company will acknowledge receipt to the address as indicated by the shareholder(s) within 48 hours following receipt.
In such instance, the Company will publish an amended agenda on its website (https://bpostgroup.com/investors/governance/shareholders-meetings), in the Belgian Official Gazette and in the press, and make available amended proxy forms and forms to vote by correspondence on its website at the same address at the latest on Wednesday 8 November 2023. Proxies received by the Company before issuance of the amended agenda remain valid for the items covered.
Items or proposed resolutions submitted by one or more shareholders will only be examined by the Meeting if the concerned shareholder(s) complied with all admission formalities as described in Point 3 below.
The right of a shareholder to participate in and vote at the Meeting is subject to compliance with all formalities described hereunder:
3.1. Registration. The registration of ownership of the shares in the name of the shareholder on Thursday 9 November 2023 (24:00 – Belgian time) (the "Registration date"), in the following way:
Only persons who are shareholders of the Company on the Registration Date are entitled to participate in and vote at the Meeting.
Shareholders who have validly notified their participation in the Meeting in accordance with Point 3 above may vote at the Meeting.
Shareholders may vote in advance by correspondence using the form prepared by the Company available on (https://bpostgroup.com/investors/governance/shareholders-meetings). This form, duly completed, dated and signed must reach Euroclear Belgium by email ([email protected]) by Friday 17 November 2023, 4:00 PM (Belgian time) at the latest.
Shareholders may be represented at the Meeting by a proxyholder. The proxyholder must be designated using the proxy form prepared by the Company available on https://bpostgroup.com/investors/governance/shareholders-meetings.
The proxy form duly completed, dated and signed must reach Euroclear Belgium by email ([email protected]) by Friday 17 November 2023, 4:00 PM (Belgian time) at the latest. Failure to comply with these requirements will result in the Company not acknowledging the powers of the proxyholder.
Shareholders who wish to attend the Meeting in person have to fulfill the admission formalities mentioned above. The Company continues to monitor the evolution of the health and sanitary situation and the applicable measures adopted by the Belgian authorities. The Company may further communicate on the participation in the Meeting on its website https://bpostgroup.com/investors/governance/shareholdersmeetings.
In order to participate in the Meeting, shareholders or proxyholders must prove their identity and representatives of legal entities must hand over documents establishing their identity and their representation power, at the latest immediately prior to the beginning of the Meeting. In the absence thereof, attendance to the Meeting can be denied.
The documents which will be submitted to the Meeting, together with the agenda of the Meeting, the form to vote by proxy or by correspondence and all information which the law requires to be made available to the shareholders, are available on the website of the Company (https://bpostgroup.com/investors/governance/shareholders-meetings). The shareholders can also obtain copies of these documents at no cost at the registered seat of the Company (Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels), on business days and during normal office hours or by requesting them by email.
The Company is the controller of your personal data and is responsible for the processing of personal data it receives from, or collects about, shareholders and proxy holders in the context of the Meeting.
The processing of such data will be carried out for the purpose of the organization and conduct of the Meeting. The Company processes the data based on (i) the legal obligations of the Company (e.g. the Belgian Code of Companies and Associations, legal accounting obligations, anti-money laundering legislation etc.) or (ii) the legitimate interests of the Company such as the prevention of fraud or to enable the Company to effectively and efficiently organize and conduct the Meeting.
The data include, amongst others, identification data, the number and type of shares issued by the Company, proxies and voting instructions. Personal data of shareholders and proxy holders will not be processed longer than necessary for the purposes for which it was collected, as mentioned above. Therefore, the data will be deleted after a period of one year.
This data may also be transferred to third parties for the purposes of services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Company's privacy policy, available at https://www.bpost.be/en/privacy. All information about your rights as a data subject, complaints, contact information etc. can be consulted via this link. For more information or complaints regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by mail at the following address: bpost, Data Protection Office, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, or online via the web form included in the Privacy Policy accessible via the following link: https://www.bpost.be/en/privacy.
The Company may photograph and make film recordings during the Meeting, in order to market the Company and to support future events, if you have given your consent for this, but only with the view of showing the general atmosphere of the Shareholders' Meeting. These images and recordings may be used on the Company's website or on social media, if you have given consent for this.
Shareholders who wish to obtain more information on the practical modalities of the Meeting can contact the Company :
Investor Relations Website: http://corporate.bpost.be/investors Antoine Lebecq T. +32 2 276 29 85 E-mail: [email protected]
Press Website: https://press.bpost.be/ Veerle Van Mierlo T. +32 472 92 02 29 E-Mail: [email protected]
Brussels, 20 October 2023, For the Board of Directors of bpost SA/NV Audrey Hanard, Chairperson
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