AGM Information • Aug 13, 2021
AGM Information
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bpost Company limited by shares under public law
("bpost SA/NV")
The Board of Directors of bpost SA/NV (the "Company") hereby invites itsshareholders 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 Wednesday 15 September 2021 at 2 PM (Belgian time).
The Company has the responsibility to limit health risks for its shareholders, service providers and employees, while at the same time guaranteeing the shareholders' right to vote. In light of the prevailing measures taken by the Belgian government to limit the spread of coronavirus COVID-19, the Meeting will be held digitally.
Consequently, the shareholders will be able to participate remotely by means of an electronic communication tool provided by the Company: the Lumi platform, accessible via www.lumiagm.com.
For more information with respect to the organisation of the digital meeting, reference is made to the practical provisions below, the information available on www.lumiagm.com, as well as to any additional information that the Company may provide in this regard on its website (https://corporate.bpost.be/investors/shareholders-meetings/2021).
Shareholders may also vote by correspondence or electronically before the meeting.
The Company will only grant physical access to the Meeting to the extent that this would be permitted at the time of the Meeting in light of the applicable measures relating to physical meetings, and always taking into account the recommendations of the Belgian authorities and health and safety considerations. In any case, no reception will be organised after the Meeting.
Depending on the evolution of the health situation and the applicable measures in the coming weeks, the Company may further communicate about the organisation of and the participation in the Meeting on the Company's website (https://corporate.bpost.be/investors/shareholders-meetings/2021).
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:
On July 12, 2021, upon recommendation of the Remuneration and Nomination Committee, the Board of Directors unanimously decided to appoint Mr. Dirk Tirez as person vested with the day-to-day management ("CEO") of bpost SA/NV, with effect as from July 1, 2021, for a term of six years. In accordance with its nomination right under article 14, §2 of the Articles of Association, the Belgian State proposes to appoint Mr. Dirk Tirez as director for a term ending after 6 years as from July 1, 2021. In accordance with the bpost remuneration policy, his mandate as director will not be remunerated. The Board of Directors, upon recommendation of the Remuneration and Nomination Committee, recommends voting in favor of the proposed resolution.
The curriculum vitae of Mr. Dirk Tirez is available on bpost's website: http://corporate.bpost.be/investors/shareholders-meetings/2021.
The Shareholders' Meeting appoints Mr. Dirk Tirez as director, for a term ending after 6 years as from July 1, 2021. The Shareholders' Meeting resolves that his director's mandate will not be remunerated.
Proposed resolution: the Shareholders' Meeting grants a special power of attorney to Mr. François Soenen and Mrs. Hélène Mespouille each acting individually and with power of substitution, to represent bpost SA/NV for the purpose of the accomplishment of all necessary filing and publication formalities resulting from the aforementioned resolution. 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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In light of the prevailing measures taken by the Belgian government to limit the spread of coronavirus COVID-19, the Meeting will be held digitally.
Consequently, the shareholders will be able to participate remotely by means of an electronic communication tool provided by the Company: the Lumi platform, accessible via www.lumiagm.com.
For more information with respect to the organisation of the digital meeting, reference is made to the practical provisions below, the information available on www.lumiagm.com, as well as to any additional information that the Company may provide in this regard on its website (https://corporate.bpost.be/investors/shareholders-meetings/2021).
Shareholders may also vote by correspondence or electronically before the meeting.
The Company will only grant physical access to the Meeting to the extent that this would be permitted at the time of the Meeting in light of the applicable measures relating to physical meetings, and always taking into account the recommendations of the Belgian authorities and health and safety considerations. In any case, no reception will be offered at the Meeting.
Depending on the evolution of the health situation and the applicable measures in the coming weeks, the Company may further communicate about the organisation of and the participation in the Meeting on the Company's website (https://corporate.bpost.be/investors/shareholders-meetings/2021).
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, Centre Monnaie/Muntcentrum, 1000 Brussels, att. Antoine Lebecq) or email ([email protected]), or must be entered in the application available for this purpose on the Lumi platform, via www.lumiagm.com, by Thursday 9 September 2021 at the latest.
In addition, the shareholders who participate digitally will also have the possibility to ask questions during the Meeting. More information on this will be communicated via our website.
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 Tuesday 24 August 2021 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 Tuesday 24 August 2021 at the latest, either by letter (to the registered seat, Centre Monnaie/Muntcentrum, 1000 Brussels, att. Antoine Lebecq) or by email ([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://corporate.bpost.be/investors/shareholders-meetings/2021), 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 Tuesday 31 August 2021. 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:
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:
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://corporate.bpost.be/investors/shareholders-meetings/2021.
The proxy form duly completed, dated and signed must reach Euroclear Belgium by email ([email protected]) by Thursday 9 September 2021, 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 participate digitally will have the possibility to vote during the Meeting. More information on this will be communicated via www.lumiagm.com and the Company's website at https://corporate.bpost.be/investors/shareholders-meetings/2021.
In light of the prevailing measures adopted by the Belgian government to limit the spread of coronavirus COVID-19, the Board of Directors urges the shareholders not to participate in the Meeting in person. 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://corporate.bpost.be/investors/shareholders-meetings/2021.
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://corporate.bpost.be/investors/shareholders-meetings/2021). The shareholders can also obtain copies of these documents at no cost at the registered seat of the Company (Centre Monnaie/Muntcentrum, 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, Centre Monnaie/Muntcentrum (14B), 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 :
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, 13 August 2021, For the Board of Directors of bpost SA/NV Audrey Hanard, Chairperson
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