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bpost SA/NV

Annual Report Mar 19, 2019

3922_10-k_2019-03-19_2f70a373-fed5-4e17-be8d-3fa9418c0a1c.PDF

Annual Report

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ANNUAL REPORT 2018

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Key events . 9
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PROFILE

bpost is \$elgiumos leading postal operator and a parcel and ecommerce logistics provider in the \$eneluZ 0orth#merica and #sia 9e deliver mail and parcels to millions of doorsteps and provide logistic services to businesses and consumers 9ith |employees in \$elgium and across the globe Ye generate a turnover of E74||million Yhile reducing our impact on the environment and the communities around us

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Description
• Transactional mail
• #dvertising mail
• Press
• 2roZimity and convenience retail
netYorM
• 8alue added services
• 2arcels \$elgium and 6he
0etherlands
last mile
• Ecommerce logistics
4adial E7
• %rossborder
incl mail and parcels
• Ecommerce logistics
• International mail
million letters handled daily parcels per peaM day in
\$elgium
Servicing million letter boZes
industrial sorting centers
locations in \$elgium
parcel centers sorting location
fulˑllment centers in countries
7nited -ingdom \$elgium 6he
0etherlands 2oland and )ermany
Brands

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Normalized for the year ended 31 December

+n million E74 2018
Evolution
6otal 1perating +ncome1
2roˑt from operating activities
E\$+6

consolidated +(4S3
2roˑt for the year

1perating free cash floY4

Reported for the year ended 31 December

+n million E74 2018
Evolution
6otal 1perating +ncome
2roˑt from operating activities
E\$+6
393.4
2roˑt for the year
consolidated +(4S

bpost S#08 net proˑt
unconsolidated \$elgian )##2

1perating free cash floY5
0et %ash
0et &ebt

\$asic earnings per share in E74
&ividend per share in E74 1.31
0umber of employees
at year end
34,074
0umber of (6E
average

0umber of (6E and interim
average

0ormali\ed total operating income represents total operating income eZcluding the impact of adLusting items and is not audited

0ormali\ed E\$+6 represents proˑt from operating activities eZcluding the impact of nonadLusting items and is not audited

0ormali\ed proˑt for the year represents proˑt for the year eZcluding the impact of nonadLusting items and is not audited

0ormali\ed operating free cash floY for the year represents operating free cash floY for the year eZcluding the impact of nonadLusting items and is not audited

1perating free cash floY represents net cash from operating activities less net cash used in investing activities

0et &ebt 0et %ash represents interest and noninterest bearing loans less cash and cash eSuivalents

(or further details on reconciliation of normali\ed and reported Mey ˑgures please refer to section q4econciliation of reported to normali\ed ˑnancial metricsq of this document

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Deep roots, strong wings

2018: a challenging year given the disruption in the industry

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Yas a tough year for bpost 6he operational results E\$+6 fell by and the net results by 6hese Yere caused by the letter volume decline and a general rise in costs particularly payroll costs in \$elgium 6his Yas not su˓ciently oːset by the increase in tariːs and the strong groYth in parcel volumes 0evertheless turnover Yas up to E74||million in

6he \$oard of &irectors met eleven times in to do everything Yithin its poYer to respond to the disruptive changes in the postal industry by steering bpostos strategy improving its operating model and broadening its business portfolio into ecommerce logistics

6he \$oard of &irectors Yill propose to the )eneral /eeting of Shareholders the payment of a gross dividend for of E74| per share Yhich is the same as in

Post is a people business

6he postal business is a people business 1ur employees are our biggest asset bpost aims to continue to be an attractive employer in a highly competitive marMet 6he new collective labour agreement entered into for Yill contribute to this

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s our ecological footprint is important bpost has a trailbla\ing role in sustainability +n the +nternational 2ost %orporation named bpost the Yorldos greenest postal operator for the siZth year in a roY \$etYeen and Ye reduced our %12 emissions by nearly folloYing the replacement of our mopeds Yith electrical biMes and installation of |solar panels +n Ye set our neY target reducing the CO2 emissions generated by our operations by 20% by 2030, in spite of the expected growth in parcels +n doing so bpost Yill contribute to the realisation of the 2aris %12|climate targets

The focus and organisation are based upon bpost's strategic ambitions

+n Ye enlarged our focus and organisation around three strategic ambitions:

  • remaining the preferred provider of mail retail and public services in \$elgium
  • becoming a maLor player in lastmile parcel delivery in \$elgium and the 0etherlands and in ecommerce logistics in Europe and #sia and
  • further developing 4adial as a successful player in the important 7S ecommerce logistics space

Towards a new last mile distribution model in Belgium

Given e-substitution, the volume of traditional letters, given e-substitution, fell by 5.8% in 2018. Market research shows that customers use other media to convey urgent messages and find it acceptable that their regular mail takes a little longer to arrive. That observation is a convincing sign that we can move towards a new distribution model under which we will alternately deliver regular mail. Parcels and newspapers will be delivered on a daily basis. This new way of working is not only more efficient, but also environmentally friendlier. It will also enable us to safeguard the long-term economic viability of the universal service. The introduction of Prior and Non Prior stamps from 2019 is the first step in this direction.

bpost welcomes the new Postal law offering regulatory stability, and hopes to conclude shortly the management contract with the Belgian State for the provision of universal services in Belgium for the next five years.

Parcels continue to grow strongly

In 2018, we noted new record volumes for domestic parcels. On average, bpost handled 235,000 parcels per day, an increase of 23% compared to 2017. During the year-end holidays, volumes peaked at a record 417,000 parcels per day.

In 2018 we launched "The Benelux Couriers", a partnership between bpost and DHL. It means that Belgian consumers can count on next-day delivery by bpost of their orders made at Dutch online stores the evening before.

The fact that customers find it acceptable that their regular mail takes a little longer to arrive is a convincing sign that we are able to move towards a new distribution model.

We want to make it more convenient for our customers to receive their parcels. That is something we worked hard on in 2018. We already know how a million customers want to receive their parcels if they are not at home. With the integration of the Kariboo! points, we now have a network of 2,300 pick-up points, the largest in Belgium. We also introduced an innovation, with a pilot in which we deliver parcels inside people's homes, based on an app that allows recipients to open their front door remotely.

In 2018, we also brought our organisation in line with the operational demands connected with the delivery of large parcels with the opening of dedicated parcel centres.

The new collective labour agreement increases the purchasing power of our employees and makes our jobs in the field more attractive.

Enlargement of e-commerce logistics services

bpost aims to be an important provider on the growing e-commerce logistics market in Europe and North America. The acquisition of the US company Radial made the foundation of the e-commerce logistics strategy of bpost. Radial is a top five supplier in a highly fragmented industry. In 2018, the focus was on improving the commercial organisation and increasing the customer centricity.

In 2018, we continued to develop our e-commerce logistics expertise in Europe with a majority stake in Active Ants. This company uses robots in the fulfilment process and is highly automated. With the acquisition of Leen Menken, we also gained a customer base and know-how in food deliveries, in chilled as well as in frozen form. We are firmly committed to develop and further expand the e-commerce logistics activities in Europe.

People, talent, culture, innovation and technology will be key drivers of our success

The Board of Directors and the Board committees have been working hard in 2018, and will continue to do so in 2019 by providing strong support to bpost's management. In this respect, the Board and the Board committees will be increasingly involved in key projects which have an impact on the longterm future of bpost. Key priorities will include developing top talent and engagement of employees to create a culture of innovation and addressing the disruptive trends in the industry by offering innovative solutions using technology.

We will ensures that bpost realizes its three strategic ambitions: to remain the universal service provider for mail in Belgium, to become a major player in last-mile parcel delivery in Belgium and the Netherlands and a global e-commerce logistics player, anchored in Belgium. The long term strategic focus is the best guarantee to create lasting value for the shareholders and the stakeholders at large.

bpost would also like to thank all its employees for their engagement and commitment, and its shareholders and stakeholders for their confidence. We are convinced that we have the right strategy to reward them while also serving society at large.

François Cornelis Chairman of the Board of Directors

Koen Van Gerven CEO

*oY Ye create value for all the staMeholders

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6he rapidly changing Yorld around us presents both challenges and opportunities Yhich bpost taMes on Yith enthusiasm

Changes in the postal landscape

(astchanging consumer reSuirements and behavior are driving disruptive trends in the postal landscape

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/ore and more communication and services of both businesses and consumers happen digitally or online and the traditional core business of postal companies is in fast decline for bpost this has resulted in a mail volume decline of over the past ˑve years and an eZpected continuing decline of by

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6oday of global retail sales are made online Yith a groYth of every year in the past decade 6his has resulted in a doubling of the volume of parcel deliveries by postal companies and has signiˑcantly intensiˑed competition betYeen parcel delivery companies %onsumers are demanding for faster more fleZible and loYer priced services such as free delivery and returns parcel tracMing and enotiˑcations

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6he YorMforce is the most important asset of a postal company *oYever according to the +2% the average age of postal employees is increasing of the YorMforce is aged above Yhile only is under . 6he reSuired sMills are changing due to the neY technologies and neY postal activities ;oung people are sYitching Lobs SuicMly(2) 6herefore it is getting harder to attract and retain talent Yith the right sMillset

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\$ecause of humancaused greenhouse gas emissions the climate is sloYly changing bringing some risMs such as natural disasters and health issues \$ecause of this and the risM of increasing fuel and carbon prices there is pressure on postal companies to increase e˓ciency and to operate in a more environmentally friendly Yay

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utonomously driving vehicles mobile applications automated sorting robotics and artiˑcial intelligence are all maMing an entrance into the postal sector. The purpose of these technologies is to increase e˓ciency and to improve convenience and fleZibility of lastmile delivery

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How we answer

bpost Yill deliver on three strategic aspirations

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/ail services to citi\ens and State remain core and Yill continue to generate proˑt Yith a more adapted distribution model

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&rive proˑtable groYth in parcels in \$e0e and ecommerce logistics in Europe.

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1ptimi\e 4adial to deliver on the investment thesis in the promising 0orth #merican ecommerce marMet

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9e care about our employees and engage them.

9e strive to reduce our impact on the environment 2NCPGV

Yhile respecting its staMeholders

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Ae are close to the society and its emerging needs

Our impact on society and the Sustainable Development Goals

\$y providing aːordable and reliable postal service to all \$elgian citi\ens across both rural and urban areas

Ye contribute in building resilient infrastructure promote inclusive and sustainable industriali\ation and foster innovation

\$y sustainably diversifying innovating and groYing in ecommerce logistics services

Ye contribute in ensuring sustainable consumption and production patterns

s one of the largest employers in \$elgium and Yith employees all over the globe

Ye contribute in promoting sustained inclusive and sustainable economic groYth full and productive employment and decent YorM for all

9ith our commitment to the 2aris %limate #greement via our Science \$ased %12 reduction 6arget

Ye contribute in taMing urgent action to combat climate change and its impacts.

\$y YorMing closely together Yith suppliers customers and communities

Ye contribute in maMing cities and human settlements inclusive safe resilient and sustainable.

Key events

During the first quarter of 2018, bpost acquired the companies Leen Menken Foodservice Logistics BV, IMEX Global Solutions, LLC, M.A.I.L., Inc. and Anthill BV

.een /enMen (oodservice .ogistics \$8 is a &utch logistics operator for the transport of refrigerated and fro\en products for ecommerce +/E: )lobal Solutions ..% is a rd party logistics company in the 7S active in crossborder publication and mail delivery /#+. +nc is active in the ˑeld of business mailcatalogue distribution for reetailers and mailroom services as Yell as parcel distribution #nthill \$8 #ctive #nts \$8 is a &utch company Yhich provides ecommerce fulˑlment services for Yebshops

On May 2, 2018 bpost accelerated its transformation by adapting its structure

+n order to prepare the company for the future the \$oard of &irectors decided to adapt its structure as of /ay| bpost group Yill be organi\ed around three business units /ail 4etail in charge of the commercial and operational activities related to mail and retail in \$elgium 2arcels .ogistics Europe #sia in charge of the commercial and operational activities of parcels and logistics in Europe and #sia and 2arcels .ogistics 0orth #merica in charge of the commercial and operational activities in 0orth #merica including 4adial

On May 30, 2018 bpost and DHL decided to partner for e-commerce deliveries in the Benelux

6he partnership is eZpected to boost crossborder ecommerce Yhile oːering etailers a comprehensive logistics solution &*. 2arcel and bpost Loined forces in a noneZclusive partnership under the name p6he \$eneluZ %ouriersq to facilitate and accelerate the crossborder online shopping eZperience for consumers and online stores.

On July 4, 2018 bpost successfully issued a EUR 650 million long-term bond to secure the financing of its growth

bpost issued a E74||million year bond tYo times oversubscribed Yith a coupon of 6he transaction served to reˑnance the 0ovember| acSuisition of 4adial *oldings .2 at very good ˑnancial conditions folloYing the granting of an # credit rating by Standard 2ooros in ,une|

On November 28, 2018 bpost decided to offer two separate services enabled by the "Prior" and "Non Prior" stamps

s per ,anuary| bpostos clients have tYo diːerent options for sending their letters they can choose betYeen the distribution Yithin the three YorMing days 0on 2rior or the neZt YorMing day 2rior

On December 20, 2018 the management of bpost and the trade unions approved a new collective labor agreement for 2019-2020

6he collective labor agreement contains a series of measures to strengthen the purchasing poYer of bpost postmen to reduce the YorMload and to improve the attractiveness of the ˑeld Lobs # series of measures to improve the remuneration have also been agreed upon

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%onsolidated income statement

6he folloYing table presents bpostos ˑnancial results for the years and

For the year ended 31 December

+n million E74 2018 Evolution
4evenue 3,774.4
1ther operating income
Total operating income 3,850.2 3,023.8 27.3%
Material costs
Services and other goods
2ayroll costs
1ther operating eZpenses
Total operating expenses excluding depreciations/amortizations (3,279.1) (2,425.9) 35.2%
EBITDA 571.1 598.0 -4.5%
&epreciation amorti\ation
Profit from operating activities (EBIT) 393.4 492.9 -20.2%
(inancial income
(inancial costs
Share of proˑt of associates 11.5
Profit before tax 381.0 488.7 -22.0%
+ncome taZ eZpense
Profit for the year (EAT) 263.6 322.9 -18.4%

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Total operating income increased by E74||million or from E74||million to E74||million 6his increase Yas driven by 2arcels E74||million eZplained by the organic volume groYth of &omestic 2arcels and the integration of 4adial for a complete year in .ogistic Solutions along Yith the integration of +/E: and /#+. in +nternational mail Yhich Yas

the main contributor to the increase of #dditional sources of revenues E74||million #ll these eːects Yere partially oːset by the decrease of &omestic /ail E74||million and %orporate E74||million

6he evolution per product line can be summari\ed as folloYs

For the year ended 31 December

+n million E74 2018 Evolution
Domestic mail 1,339.5 1,353.4 -1.0%
Transactional mail
#dvertising mail
Press
Parcels 1,561.4 796.1 96.1%
Domestic parcels
International parcels 222.6
.ogistic Solutions1
Additional sources of revenues 911.0 831.5 9.6%
International mail
8alue added services
\$anMing and ˑnancial products
Distribution
Retail & Other
Corporate (Reconciling post) 38.3 42.9 -10.7%
Total 3,850.2 3,023.8 27.3%

4evenues from Domestic Mail decreased by E74||million to E74||million in Yith a reported and underlying volume trend of and respectively compared to an underlying volume decline of last year 6ransactional /ail volumes continued to be impacted by esubstitution and rationali\ation nevertheless revenues increased by E74||million folloYing the price increase for nonregulated products as from ,anuary| and the price increase for the small user basMet as from /arch| EZcluding elections that tooM place on 1ctober|th #dvertising /ail Yas impacted by the competitive marMet in 7naddressed as Yell as the unfavorable media miZ evolution in &irect mail 1verall #dvertising volumes during the year Yere impacted by a shift toYards the categories of 6ransactional mail and 2ress 2ress volumes decreased by Yith the neYspapers trend better than Yhen eZcluding diːerences in distribution days Yhile periodicals Yere impacted by digiti\ation and rationali\ation

6he overall volume decline amounted to E74||million

and Yas partially compensated by the improvement of the price and miZ E74||million the impact of more YorMing days E74||million and the occurrence of local elections E74||million

Parcels greY by E74||million to reach E74||million driven by

  • EZcellent &omestic 2arcels volume groYth of in versus in 6his increase Yas driven by the consistent ecommerce groYth and the online %% product oːering 2rice increases Yere more than oːset by the evolution of the client and product miZ faster groYth of large etailers Yith high volumes and loYer prices compared to smaller customers resulting in a negative price miZ eːect of 1verall &omestic 2arcels contributed E74||million to the income increase.
  • )roYth in +nternational 2arcels E74||million driven by the 7S and Europe especially 7-
  • .ogistic Solutions increased by E74||million mainly due to the full year integration of 4adial as Yell

.ogistic Solutions contains 4adial consolidated as of 0ovember

as the integration of .een /enMen and #ctive #nts

6otal operating income from the Additional sources of revenues increased by E74||million to E74||million in 6he integration of +/E: and /#+. as Yell as higher volumes from #sia and +nbound /ail resulted in an increase of +nternational /ail E74||million (urthermore the increase of 8alue added Services E74||million driven by the management of crossborder ˑnes on behalf of the \$elgian State the increase of &istribution E74||million and the increase of 4etail 1ther E74||million mainly due to the favorable evolution of the contingent considerations E74||million Yere partly oːset by the loYer revenues of \$anMing and ˑnancial products E74||million 6his decrease Yas mainly due to the loYer revenues from ˑnancial transactions managed on behalf of the \$elgian State and the loYer commission of bpost banM on saving accounts due to the loY interest rate environment

6he evolution of total operating income of Corporate reconciling category decreased by E74||million to E74||million

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1perating eZpenses including depreciation amorti\ation and impairment charges amounted to E74||million E74||million and increased by E74||million compared to last year of Yhich E74||million Yas due to the integration of neY subsidiaries EZcluding these subsidiaries operating eZpenses increased by E74||million as the decrease of material costs E74||million and other operating

eZpenses E74||million Yere oːset by the increase of services and other goods E74||million depreciation and amorti\ation E74||million and payroll costs E74||million

Material costs

/aterials costs Yhich include the cost of raY materials consumables and goods for resale increased by E74||million to E74||million E74||million due to the integration of the neY subsidiaries

Services and other goods

6he cost of goods and services increased by E74||million or E74||million eZcluding the integration of the neY subsidiaries 6his increase Yas mainly due to increased transport costs E74||million rent and rental costs E74||million insurance costs E74||million energy costs E74||million other services E74||million and maintenance and repairs E74||million

0ote that interim costs are analy\ed together Yith payroll costs as they are a better performance indicator of human capital utili\ation +n certain cases of natural attrition personnel is replaced by interims to anticipate reorgani\ations and productivity improvement programs

For the year ended 31 December
-- -- --------------------------------
+n million E74 2018 Evolution
4ent and rental costs
/aintenance and repairs
Energy delivery
1ther goods 26.2
2ostal and telecom costs
Insurance costs
Transport costs
2ublicity and advertising
%onsultancy
+nterim employees
6hird party remuneration fees
1ther services
Total 1,556.2 972.8 60.0%

  • Rental costs have increased by EUR 44.3 million or excluding the integration of the new subsidiaries by EUR 11.0 million, mainly due to the new Brussels sorting center (NBX) and the growing fleet.
  • The increase of maintenance and repairs by EUR 21.3 million was mainly caused by the integration of the new subsidiaries (EUR 18.3 million).
  • Energy delivery costs increased by EUR 5.2 million or EUR 4.4 million excluding the integration of the new subsidiaries, mainly due to higher fuel prices and the growing fleet.
  • Transport costs amounted to EUR 686.8 million, EUR 312.6 million higher compared to previous year, mainly due to scope change (EUR 273.7 million), the evolution of international activities and higher domestic parcel volumes.
  • The growth in interim costs was driven by the integration of the new subsidiaries, see also section payroll costs.
  • Other services increased by EUR 60.2 million mainly due to the integration of the new subsidiaries (EUR 56.5 million).

Payroll costs

Payroll costs (EUR 1,455.6 million) and interim costs (EUR 192.5 million) in 2018 amounted to EUR 1,648.1 million. Payroll and interim costs increased by EUR 334.4 million (EUR 249.0 million for payroll and EUR 85.4 million for interim costs) compared to last year and this was mainly driven by the integration of the new subsidiaries (EUR 314.6 million).

The reported average year-on-year staff showed an increase of 9,203 FTE and interims, generating extra costs of EUR 334.6 million, explained by the integration of FTE and interims of the new subsidiaries, higher parcels volumes and absenteeism partly compensated by better productivity.

A positive mix effect reduced costs by EUR 12.3 million and was mainly driven by the recruitment of auxiliary postmen.

Furthermore the salary indexation, merit increases, last year's non-cash gain of EUR 15.3 million related to the termination of the transport benefit and last year's reversal of some provisions (EUR 6.8 million) were partially compensated by an IAS 19 non-cash gain related to group insurance (positive impact of EUR 10.9 million in 2018), tax shift and unpaid hours due to strikes.

Other operating expenses

Other operating expenses increased by EUR 4.2 million versus last year. Excluding the integration of the new subsidiaries, operating expenses decreased by EUR 7.3 million, mainly due to the reversal of provisions.

Depreciation and amortization

Depreciation, amortization and impairment charges have increased by EUR 72.7 million or 69.2% to EUR 177.7 million in 2018 (2017: EUR 105.1 million), mainly driven by the integration of the new subsidiaries by EUR 50.0 million. The latter was mainly due to depreciation at Radial which is impacted by the CAPEX investments from the past.

EBIT

Not taking into account the impact of the new subsidiaries, the revenue increase was outpaced by the increase in costs from services and other goods, payroll and depreciation and amortization. As a result EBIT excluding the integration of new subsidiaries decreased by EUR 57.2 million with overall EBIT decreasing by EUR 99.5 million.

Net financial result

Net financial result decreased by EUR 10.1 million mainly due to the increase in interests on loans and the bond.

Share of results of associates

The share of results of associates related to bpost bank and increased by EUR 1.9 million to EUR 11.5 million.

Income tax expense

Income tax expense decreased from EUR 165.8 million in 2017 to EUR 117.4 million in 2018. bpost's effective tax rate decreased from 33.9% in 2017 to 30.8% in 2018. This decrease was driven by the lowered Belgian corporate tax rate from 33.99% in 2017 to 29.58% in 2018. In 2017, as the Belgian and US corporate tax reforms had been substantially enacted, bpost reassessed its deferred tax position under IFRS taking into consideration these new measures, this led to a tax expense of EUR 7.0 million in 2017.

Statement of ˑnancial|position

AU CV DGEGODGT

+n million E74 2018
restated
1
Assets
Non-current assets
2roperty plant and eSuipment
+ntangible assets
+nvestments in associates
+nvestment properties
&eferred taZ assets
6rade and other receivables
1,895.7 2,018.8 1,996.6
Current assets
+nventories
+ncome taZ receivable
6rade and other receivables
%ash and cash eSuivalent
1,434.7 1,221.6 1,221.6
#ssets held for sale 0.6 0.6
Total assets 3,345.1 3,241.0 3,223.3
Equity and liabilities
+ssued capital
4eserves
(oreign currency translation
4etained earnings
Equity attributable to equity holders of the Parent 699.7 773.5 773.5
ESuity attributable to noncontrolling interests
Total equity 702.3 777.8 777.8
Non-current liabilities
+nterestbearing loans and borroYings
Employee beneˑts
6rade and other payables
2rovisions 22.6
&eferred taZ liabilities
1,204.8 478.0 467.0
Current liabilities
+nterestbearing loans and borroYings
2rovisions
+ncome taZ payable
&erivative instruments 0.0 0.0
6rade and other payables
1,427.3 1,985.3 1,978.5
.iabilities directly associated Yith assets held for sale 0.0 0.0
Total liabilities 2,642.9 2,463.3 2,445.5
Total equity and liabilities 3,345.1 3,241.0 3,223.3

4estated in order to shoY comparative information folloYing the purchase price allocation of 4adial

Preliminary note: in 2018 the purchase price allocation of Radial has been finalized. As a consequence the 2017 figures of the statement of financial position have been restated in order to show comparative information. All variances hereafter compare 2018 with 2017 restated except indicated otherwise.

Assets

Property, plant and equipment

Property, plant and equipment have decreased by EUR 44.8 million from EUR 752.8 million to EUR 708.0 million. This decrease was mainly explained by:

  • depreciation and impairment amounting to EUR 110.0 million and higher than last year (2017: EUR 80.2 million);
  • disposals mainly related to sales of buildings for EUR 24.8 million;
  • transfer to assets held for sale (EUR 1.2 million) and to investment property (EUR 13.0 million), partially offset by
  • the integration of new subsidiaries for EUR 9.2 million;
  • acquisitions (EUR 88.9 million) related to production facilities for sorting and printing activities (EUR 23.3 million), mail and retail network infrastructure (EUR 13.5 million), ATM and security infrastructure (EUR 1.7 million), transportation related infrastructure (EUR 36.9 million) and IT and other infrastructure (EUR 13.5 million).

Intangible assets

Intangible assets decreased by EUR 15.4 million, mainly due to:

  • amortization and impairments amounting to EUR 67.8 million including the impairment of EUR 16.3 million on goodwill of de Buren, Certipost and Bubble Post;
  • partially compensated by the acquisition of Leen Menken Foodservice Logistics, IMEX, M.A.I.L. and Active Ants for EUR 5.3 million and;
  • the evolution of the exchange rate (EUR 21.6 million);
  • investments in software and licenses (EUR 13.5 million), development costs capitalized (EUR 12.7 million) and other intangible assets (EUR 0.4 million).

Investments in associates

Investments in associates decreased by EUR 77.9 million to EUR 251.2 million. This decrease was mainly due to IFRS 9 Financial Instruments which replaced IAS 39 Financial Instruments Recognition and Measurement as of January 1, 2018 at bpost bank. As a result a major part of its bond portfolio has been reclassified from the IAS 39 available-for-sale category to the IFRS 9 amortised cost category, leading to a decrease of bpost bank's equity by EUR 119.8 million as of 1 January 2018 and consequently bpost's investment in associates by EUR 59.9 million. This decrease was also driven by lower unrealized gains on the bond portfolio in the amount of EUR 25.5 million recognized in other comprehensive income, reflecting an average increase of the underlying yield curve by 2 basis points (bps) compared to December 31, 2017 and lower dividends received from bpost bank for EUR 4.0 million. This was partially offset by bpost's share of result of associates for an amount of EUR 11.5 million. End 2018, investments in associates comprised unrealized gains net of deferred

taxes in respect of the bond portfolio in the amount of EUR 38.8 million, which represented 15.4% of total investments in associates. The unrealized gains were generated by the lower level of interest rates compared to the acquisition yields of the bonds. Unrealized gains are not recognized in the income statement, but directly in equity in the other comprehensive income.

Investment properties

Investment properties increased from EUR 5.7 million in 2017 to EUR 18.7 million in 2018, as the number of square meters rented out increased.

Deferred Tax assets

Deferred tax assets amounted to EUR 31.5 million (2017: EUR 31.4 million) and mainly relate to the timing difference between the accounting and the tax value of the employee benefits.

Inventories

Inventories slightly decreased by EUR 2.1 million and amounted to EUR 36.9 million (2017: EUR 39.1 million).

Current trade and other receivables

Current trade and other receivables are in line with last year and slightly decreased by EUR 2.9 million to EUR 712.0 million (2017: EUR 714.9 million), driven by a rise in trade receivables of EUR 21.6 million offset by the decrease of other receivables of EUR 22.6 million given last year's outstanding receivable related to the purchase of Radial.

Cash and cash equivalents

Cash and cash equivalents increased by EUR 214.1 million to EUR 680.1 million, this increase was mainly due to free cash flow generation of EUR 241.2 million and the issuance of the bond and commercial paper, partially offset by the payment of EUR 262.0 million in dividends and the reimbursement of the bridge loan related to the acquisition of Radial.

Equity and liabilities

Equity

Equity decreased by EUR 75.5 million, or 9.7%, to EUR 702.3 million as of December 31, 2018 from EUR 777.8 million as of December 31, 2017. The realized profit (EUR 263.6 million) and the exchange differences on translation of foreign operations (EUR 24.2 million) were offset amongst others by the impact at bpost bank of the transition to IFRS 9 Financial Instruments, which replaced IAS 39, the fair value adjustment in respect of bpost bank's bond portfolio, the payment of a dividend and the effective part of a cash-flow hedge entered into for cash flow risk on the bond, respectively for the amounts of EUR 59.9 million, EUR 25.5 million, EUR 262.0 million (gross dividend of EUR 0.25 per share, paid in May and gross dividend of EUR 1.06 per share, paid in December) and EUR 14.0 million. This cash-flow hedge reserve will be reclassified to profit or loss over the 8-year duration of the bond from the issuance date.

Non-current interest-bearing loans and borrowings

Non-current interest-bearing loans and borrowings increased by EUR 793.6 million to EUR 849.1 million mainly due to the issuance of a EUR 650.0 million 8-year bond, two times oversubscribed, with a coupon of 1.25% and a USD term loan of USD 185.0 million with end date

September| and a floating rate structure 6hese transactions served to reˑnance the 0ovember| acSuisition of 4adial *oldings .2 bpost borroYed a part in 7S& to mitigate the risM on foreign eZchange rate diːerences hence bpost performed a net investment

hedge 6his increase Yas partially oːset by a decrease of E74||million corresponding to the portion of the loan of the European +nvestment \$anM transferred to current liabilities.

Employee benefits

As at 31 December

+n million E74 2018
2ostemployment beneˑts
.ongterm employee beneˑts
6ermination beneˑts (6.6)
1ther longterm beneˑts
Total (308.4) (326.9)

Employee beneˑts decreased by E74||million or to E74||million in from E74||million in 6he decrease mainly reflects

  • 6he payment of beneˑts for an amount of E74||million
  • 1perational actuarial gain E74||million partially caused by updating the inflation assumption
  • #dditional service costs E74||million an incoming transfer related to pension saving days E74||million interest costs E74||million and a positive past service costs E74||million 6he latter Yas due to an +#S| noncash gain on group insurance.
  • (inancial actuarial gain of E74||million caused by changes in the discount rates
  • # remeasurement gain related to postemployment beneˑts of E74||million before taZ recogni\ed through other comprehensive income

fter deduction of the deferred taZ asset relating to employee beneˑts Yhich amounted to E74||million the net liability amounted to E74||million E74||million

Non-current trade and other liabilities

0oncurrent trade and other liabilities decreased by E74||million E74||million mainly due to the decrease of the contingent considerations for &yna)roup and de \$uren

Non-current provisions

0oncurrent provisions amounted to E74||million compared to E74||million in or E74||million restated for the purchase price allocation of 4adial

Deferred tax liabilities

&eferred taZ liabilities decreased by E74||million from E74||million in to E74||million in

Current interest-bearing loans and borrowings

%urrent interestbearing loans and borroYings decreased by E74||million to E74||million due to the reimbursement of the bridge loan entered into in to buy 4adial 6he bridge loan has been reˑnanced via the issuance of a bond and a term loan 6his decrease Yas partially oːset by the issuance of commercial paper for E74||million

Current provisions

%urrent provisions amounted to E74||million compared to E74||million in or E74||million restated for the purchase price allocation of 4adial

Income tax payable

+ncome taZ payable decreased by E74||million and Yas mainly eZplained by the loYer taZes and the higher advances on income taZes paid

Current trade and other liabilities

%urrent trade and other liabilities decreased by E74||million to E74||million in 6his variance Yas mainly due to the increase of trade payables by E74||million partially oːset by the decrease of payroll and social security payables by E74||million taZ payables by E74||million and other payables by E74||million 6he decrease of other payables Yas mainly due to the payment of contingent considerations to &yna)roup and (&/ E74||million partially oːset by the transfer of the contingent consideration for &yna)roup from non current trade and other payables

1.3 Statement of cash flows

In 2018, bpost generated EUR 211.7 million of net cash. This was an increase of EUR 280.6 million compared to the net cash outflow of EUR 68.9 million in 2017.

Free cash flow amounted to EUR 241.2 million and was EUR 727.0 million higher than last year.

Cash flow from operating activities resulted in a cash inflow of EUR 362.0 million, EUR 95.8 million higher than in 2017. Cash generation from operating activities was impacted by bpost bank dividend (EUR -7.8 million) and collected proceeds due to Radial's clients (EUR -5.4 million). Excluding these elements the positive variance in working capital evolution (EUR +143.8 million, mainly thanks to improved clients balances and payment of transaction expenses related to Radial acquisition in 2017) was partially offset by the decreased operating results (EUR -34.8 million).

Cash used in investing activities resulted in a cash outflow of EUR 120.8 million in 2018 compared to EUR 751.9 million last year. Cash outflows related to acquisitions were EUR 605.2 million lower than last year which combined with higher proceeds from sale of buildings (EUR +31.5 million) and lower capital expenditures (EUR +6.4 million) contributed to the decreased cash outflow. This was to a limited extent offset by investment securities in 2017 (EUR -12.0 million).

The cash flow relating to financing activities amounted to EUR -29.5 million (EUR +416.8 million in 2017). In 2018 the issuance of the bond and commercial paper, along with the loans entered into during the third quarter of 2018 was more than offset by the reimbursement of the bridge loan for the Radial acquisition, the unwinding of the pre-hedge interest rate swap related to the bond and the dividends. Financing activities generated cash inflow in 2017 as the bridge loan entered into for the purchase of Radial was higher than dividends paid.

4econciliation of reported to normali\ed ˑnancial metrics

bpost also analy\es the performance of its activities on a normali\ed basis or before adLusting items #dLusting items represent signiˑcant income or eZpense items that due to their nonrecurring character are eZcluded from internal reporting and performance analyses bpost uses a consistent approach Yhen determining if an income or eZpense item is adLusting and if it is signiˑcant enough to be eZcluded from the reported ˑgures to obtain the normali\ed ones

n adLusting item is deemed to be signiˑcant if it amounts to E74||million or more #ll proˑts or losses on disposal of activities are normali\ed Yhatever the amount they represent as Yell as all noncash 2urchase 2rice #llocation 22# accounting impacts related to acSuisitions 4eversals of provisions Yhose addition had been normali\ed from income are also normali\ed Yhatever the amount they represent

6he presentation of normali\ed results is not in conformity Yith +(4S and is not audited 6he normali\ed results may not be comparable to normali\ed ˑgures reported by other companies as those companies may compute their normali\ed ˑgures diːerently from bpost 0ormali\ed ˑnancial measures are presented beloY

IPEQOG SVCVGOGPV TGNCVGF

Operating income for the year ended 31 December

+n million E74 2018 Evolution
6otal operating income
Normalized total operating income 3,850.2 3,023.8 27.3%

Operating expenses for the year ended 31 December

+n million E74 2018 Evolution
6otal operating eZcluding depreciation amorti\ation
Normalized total operating expenses
excluding depreciation, amortization
(3,279.1) (2,425.9) 35.2%

EBITDA for the year ended 31 December

+n million E74 2018 Evolution
E\$+6&#
Normalized EBITDA 571.1 598.0 -4.5%

EBIT for the year ended 31 December

+n million E74 2018 Evolution
E\$+6 393.4
0oncash impact of purchase price allocation
22#1
Normalized profit from operating activities (EBIT) 424.3 501.6 -15.4%

+n accordance Yith +(4S| and throughout the purchase price allocation 22# for de \$uren &yna)roup 7biYay 4adial and +/E: bpost recogni\ed several intangible assets brand names MnoYhoY customer relationships|e 6he noncash impact consisting of amorti\ation charges on these intangible assets is being normali\ed

Profit (EAT - Earnings After Taxes) for the year ended 31 December

+n million E74 2018 Evolution
2roˑt for the year
22#1
0oncash impact of purchase price allocation
Normalized profit of the year 290.4 329.3 -11.8%

%CUJ (NQY SVCVGOGPV TGNCVGF

For the year ended 31 December

+n million E74 2018 Evolution
0et %ash from operating activities
0et %ash used in investing activities
Operating free cash flow 241.2 (485.8) -149.6%
%ollected proceeds due to clients
Normalized operating free cash flow 231.5 (500.8) -146.2%

1perating free cash floY represents net cash from operating activities less acSuisition of property plant and eSuipment net of proceeds from sale of property plant and eSuipment acSuisition of intangible assets acSuisition of other investments and acSuisition of subsidiaries net of cash acSuired

+n some cases 4adial performs the billing and receiving payments on behalf of their customers 7nder this arrangement 4adial routinely remits billed amounts bacM to the client and performs a monthly settlement Yith the client on amounts oYed to or from 4adial based on billings fees and amounts previously remitted 0ormali\ed operating free cash floYs eZcludes the cash 4adial received on behalf of their customers as 4adial has no or little impact on the amount or the timing of these payments

(rom +(4S %onsolidated 0et 2roˑt to \$elgian )##2 7nconsolidated 0et 2roˑt

For the year ended 31 December

+n million E74 2018
IFRS Consolidated Net Profit 263.6 322.9
4esults of subsidiaries and deconsolidation impacts
&iːerences in depreciation and impairments (2.0)
&iːerences in recognition of provisions
Eːects of +#S
&epreciation intangibles assets 22# 30.9
&eferred taZes
Other
Belgian GAAP unconsolidated net profit 262.3 291.0

bpostos unconsolidated proˑt after taZes prepared in accordance Yith \$elgian )##2 can be derived from the consolidated +(4S proˑt after taZes in tYo stages

6he ˑrst stage consists of unconsolidating the proˑt after taZes under +(4S ie

  • Subtracting the results of the subsidiaries ie removing the proˑt after taZ of the subsidiaries and
  • Eliminating any other +ncome Statement impact the

For the year ended 31 December

subsidiaries had on bpost such as impairments and adding the dividends received from these subsidiaries

6he table beloY sets forth the breaMdoYn of the above mentioned impacts

+n million E74 2018
2roˑt of the \$elgian fully consolidated subsidiaries
local )##2
2roˑt of the international subsidiaries
local )##2
59.5
Share of results of associates
local )##2
1ther deconsolidation impacts 26.6
Total (1.7) (23.3)

6he evolution of the other deconsolidation impacts in compared to Yas mainly eZplained by the reversal of statutory impairments Yhich mainly oːset the loYer results of the international subsidiaries and the higher gains on contingent considerations

6he second stage consists of deriving the \$elgian )##2 ˑgures from the +(4S ˑgures and is achieved by reversing all +(4S adLustments made to local )##2 ˑgures 6hese adLustments include but are not limited to the folloYing

&iːerences in the treatment of depreciation and impairments \$elgian )##2 alloYs diːerent useful lives and hence depreciation rates for ˑZed assets from +(4S )oodYill is amorti\ed under \$elgian )##2 Yhile +(4S reSuires impairment testing for goodYill +(4S also alloYs intangible assets to be recorded on the balance

sheet under diːerent conditions from \$elgian )##2

  • 4ecognition of provisions is subLect to diːerent criteria under \$elgian )##2 and +(4S
  • +(4S reSuires that all future obligations to personnel are recorded as a liability under +#S| Yhereas \$elgian )##2 has no such obligation 6he movements in the +(4S liability are reflected on bpostos income statement under payroll costs E74||million in versus E74||million in or provisions E74||million in versus E74||million in eZcept for the impact of changes in the discount rates for the future obligations Yhich Yas recorded as a ˑnancial result negative E74||million in versus negative E74||million in
  • 6he evolution of +#S| in compared to Yas mainly eZplained by last yearos increase of noncash

financial charges related to employee benefits due to the curtailment of the transport benefits for bpost's retirees;

  • In accordance with IFRS 3 bpost finalized in 2018 the purchase price allocation (PPA) for Radial and IMEX and recognized several intangible assets (mainly trade names and customer relationships, …), hence the increase of depreciation compared to last year;
  • Deferred taxes require no accounting entries under Belgian GAAP, but are recorded under IFRS. As the Belgian and US corporate tax reforms had been enacted before December 31, 2017 bpost reassessed its deferred tax position under IFRS taking into consideration these new measures in 2017.

OWVNQQM HQT

6he ambition is to achieve a stable Group total operating income including building sales a Group normalized EBIT above EUR 300.0 million and to distribute at least of \$)##2 net proˑt of bpost NV/SA as dividend.

/ore speciˑcally for our business units

Mail & Retail

  • 9e eZpect a loY singledigit percentage decline in total operating income
  • 6he underlying &omestic /ail volume decline is anticipated at up to partly oːset by an average price increase of
  • E\$+6 margin of /ail 4etail is eZpected to range betYeen and

Parcels & Logistics Europe & Asia

  • 9e eZpect to record high singledigit percentage groYth in total operating income of Yhich midteens for 2arcels \$elgium0etherlands
  • E\$+6 margin of 2arcels .ogistics Europe #sia is eZpected to range betYeen and

Parcels & Logistics North America

  • 6otal operating income is eZpected to decline by a loY singledigit percentage mainly eZplained by the fullyear impact of the |client churn and repricing at 4adial 4adial is hoYever on tracM for the guidance as presented at the %apital /arMets &ay
  • 2arcels .ogistics 0orth #merica is eZpected to breaMeven at E\$+6 level

Corporate

EZpected to be neutral at E\$+6 level

)ross capeZ is eZpected to be around E74||million

(KPCPEKCN EQPUQNKFCVGF UVCVGOGPVU

  • 1. Consolidated income statement
  • 2. Consolidated statement of comprehensive income
  • 3. Consolidated statement financial position
  • 4. Consolidated statement of changes in equity
  • 5. Consolidated statement of cash flows
  • 6. Notes to the consolidated financial statements
    • )eneral information
    • \$asis of preparation
    • Signiˑcant accounting Ludgments and estimates
    • Summary of signiˑcant accounting policies
    • 4isM management
    • \$usiness combinations
    • Segment information
    • 4evenue
    • 1ther operating income
    • 1ther operating eZpense
    • Services and other goods
    • 2ayroll costs
    • (inancial income and ˑnancial cost
    • +ncome taZdeferred taZ
  • Earnings per share
  • 2roperty plant and eSuipment
  • +nvestment property
  • ssets held for sale

  • +ntangible assets
  • 6.20 Lease
  • +nvestment in securities
  • +nvestment in associates
  • 6rade and other receivables
  • +nventories
  • %ash and cash eSuivalents
  • (inancial liabilities
  • Employee beneˑts
  • 6rade and other payables
  • 2rovisions
  • (inancial assets and ˑnancial liabilities
  • &erivative ˑnancial instruments and hedging
  • %ontingent liabilities and contingent assets
  • 4ights and commitments
  • 4elated party transactions
  • )roup companies
  • Events after the statement of ˑnancial position date

1. %QPUQNKFCVGF KPEQOG UVCVGOGPV

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 Notes 2018 Evolution
4evenue 3,774.4
1ther operating income
Total Operating Income 3,850.2 3,023.8 27.3%
Material costs
Services and other goods
2ayroll costs
1ther operating eZpenses
&epreciation amorti\ation
Total operating expenses (3,456.8) (2,530.9) 36.6%
Profit From Operating Activities (EBIT) 393.4 492.9 -20.2%
(inancial income
(inancial costs
Share of proˑt of associates 6.22 11.5
Profit Before Tax 381.0 488.7 -22.0%
+ncome taZ eZpense
Profit From Continuing Operations 263.6 322.9 -18.4%
Profit For The Year (EAT) 263.6 322.9 -18.4%
#ttributable to
1Yners of the 2arent
0oncontrolling interests

EARNINGS PER SHARE

In EUR 2018
Basic proˑt for the year attributable to ordinary eSuity holders of the
parent
1.34
Diluted proˑt for the year attributable to ordinary eSuity holders of
the parent
1.34

%QPUQNKFCVGF UVCVGOGPV QH EQORTGJGPUKXG KPEQOG

+n million E74 Notes 2018
Profit for the year 263.6 322.9
Other comprehensive income
1ther comprehensive income to be reclassiˑed to proˑt or loss in subseSuent
periods
net of taZ
%hange of other comprehensive income of associates 6.22
0et gain
loss on hedge of a net investment
0et gain
loss on cash floY hedges
0.0
EZchange diːerences on translation of foreign operations
Net other comprehensive income/(loss) to be reclassified to profit or loss
in subsequent periods
(15.3) (56.0)
1ther comprehensive income not
to be reclassiˑed to proˑt or loss in
subseSuent periods
net of taZ
4emeasurement gain
losses on deˑned beneˑt plans
6.27
Net other comprehensive income/(loss) not to be reclassified to profit or
loss in subsequent periods
4.6 3.1
Other comprehensive income/(loss) for the year, net of tax (10.7) (53.0)
Total comprehensive income for the year, net of tax 252.9 270.0
#ttributable to
1Yners of the 2arent
0oncontrolling interest (2.0)

3. %QPUQNKFCVGF UVCVGOGPV ˑPCPEKCN RQUKVKQP

AU CV DGEGODGT

+n million E74 Notes 2018
restated
1
Assets
Non-current assets
2roperty plant and eSuipment
+ntangible assets
+nvestments in associates 6.22
+nvestment properties
&eferred taZ assets
6rade and other receivables
1,895.7 2,018.8 1,996.6
Current assets
+nventories
+ncome taZ receivable
6rade and other receivables
%ash and cash eSuivalent
1,434.7 1,221.6 1,226.1
#ssets held for sale 0.6 0.6
Total assets 3,345.1 3,241.0 3,223.3
Equity and liabilities
+ssued capital
4eserves
(oreign currency translation
4etained earnings
Equity attributable to equity holders of the Parent 699.7 773.5 773.5
ESuity attributable to noncontrolling interests
Total equity 702.3 777.8 777.8
Non-current liabilities
+nterestbearing loans and borroYings 6.26
Employee beneˑts 6.27
6rade and other payables
2rovisions 22.6
&eferred taZ liabilities
1,204.8 478.0 467.0
Current liabilities
+nterestbearing loans and borroYings 6.26
2rovisions
+ncome taZ payable
&erivative instruments 0.0 0.0
6rade and other payables
1,427.3 1,985.3 1,978.5
.iabilities directly associated Yith assets held for sale 0.0 0.0
Total liabilities 2,642.9 2,463.3 2,445.5
Total equity and liabilities 3,345.1 3,241.0 3,223.3

4estated in order to shoY comparative information folloYing the purchase price allocation of 4adial

4. %QPUQNKFCVGF UVCVGOGPV QH EJCPIGU KP GSWKV[

#ttributable to eSuity holders of the parent 0on
+n million E74 #uthori\ed
issued
capital
6reasury
shares
Other
reserves
(oreign
currency
translation
4etained
earnings
Total control
ling
interests
Total
eSuity
As per 1 January 2017 364.0 0.0 274.2 2.5 135.5 776.3 3.1 779.3
2roˑt for the year (2.0)
1ther comprehensive income
Total comprehensive income 0.0 0.0 96.5 (14.0) 189.4 271.9 (2.0) 270.0
&ividends
2ayout
(262.0) 0.0 (262.0)
Other (2.0)
as per 31 December 2017 364.0 0.0 310.1 (11.5) 110.9 773.5 4.3 777.8
As per 1 January 2018 364.0 0.0 310.1 (11.5) 110.9 773.5 4.3 777.8
+mpact of +(4S on bpost banM
As per 1 January 2018
(Restated)
364.0 0.0 250.2 (11.5) 110.9 713.6 4.3 717.9
2roˑt for the year
1ther comprehensive income
Total comprehensive income 0.0 0.0 76.1 24.2 153.9 254.1 (1.2) 252.9
&ividends
2ayout
0.0 (262.0)
Other (6.6)
As per 31 December 2018 364.0 0.0 271.4 12.7 51.6 699.7 2.5 702.3

1ther reserves per &ecember| E74||million are composed of group reserves amounting to E74||million of Yhich E74||million distributable retained earnings Yithin bpost 08S# and legal reserves of E74||million #t &ecember| the shareholding of bpost is as folloYs

Number of shares Total 6he \$elgian State
1
(ree float
As per 1 January 2018 200,000,944 102,075,649 97,925,295
%hanges during the year
As per 31 December 2018 200,000,944 102,075,649 97,925,295

6he shares have no nominal value and are fully paid up

&irectly and via the (ederal *olding and +nvestment %ompany

DKUVTKDWVKQPU OCFG CPF RTQRQUGF

+n million E74 2018
Cash dividends on ordinary shares declared and paid:
(inal dividend for E74 per share
E74 per share
+nterim dividend for E74 per share
E74 per share
262.0 262.0
Proposed dividends on ordinary shares
(inal cash dividend for E74 per share
E74 per share
262.0 262.0

2roposed dividends on ordinary shares are subLect to approval at the annual general meeting and are not recogni\ed as a liability as at |&ecember

5. %QPUQNKFCVGF UVCVGOGPV QH ECUJ ˒QYU

AU CV DGEGODGT

+n million E74 Notes 2018
Operating activities
2roˑt before taZ
&epreciation and amorti\ation 177.7
+mpairment on bad debts 10.5
)ain on sale of property plant and eSuipment
1ther noncash items
%hange in employee beneˑt obligations 6.27
Share of proˑt of associates 6.22
&ividends received 6.22 4.0
+ncome taZ paid
+ncome taZ paid on previous years
Cash flow from operating activities before changes in working capital and
provisions
376.8 405.9
&ecrease
increase in trade and other receivables
14.7
&ecrease
increase in inventories
0.3
+ncrease
decrease in trade and other payables
+ncrease
decrease in collected proceeds due to clients
9.7
+ncrease
decrease in provisions
Net cash from operating activities 362.0 266.1
Investing activities
2roceeds from sale of property plant and eSuipment
#cSuisition of property plant and eSuipment
#cSuisition of intangible assets
#cSuisition of other investments 0.5
#cSuisition of subsidiaries net of cash acSuired 6.6 (666.6)
Net cash used in investing activities (120.8) (751.9)

AU CV DGEGODGT

+n million E74 Notes 2018
Financing activities
2roceeds from borroYings and ˑnancing lease liabilities 994.0
2ayments related to borroYings and ˑnancing lease liabilities
2ayments for derivative instruments 0.0
6ransactions Yith minorities 0.0
+nterim dividend paid to shareholders
&ividends paid
Net cash from financing activities (29.5) 416.8
Net increase in cash and cash equivalents 211.7 (68.9)
Net foreign exchange difference 2.5 (3.9)
%ash and cash eSuivalent less banM overdraft as of st ,anuary
%ash and cash eSuivalent less banM overdraft as of st &ecember
Movements between 1st January and 31st December 214.1 (72.9)

NQVGU VQ VJG EQPUQNKFCVGF ˑPCPEKCN UVCVGOGPVU

)eneral information

\$WUKPGUU CEVKXKVKGU

bpost 08S# and its subsidiaries hereinafter referred to as nbposto provide national and international mail and parcels services comprising the collection transport sorting and distribution of addressed and nonaddressed mail printed documents neYspapers and parcels

bpost 08S# through its subsidiaries and business units also sells a range of other products and services including postal parcels banMing and ˑnancial products ecommerce logistics eZpress delivery services proZimity and convenience services document management and related activities bpost also carries out Services of )eneral Economic +nterest S)E+ on behalf of the \$elgian State

.GICN UVCVWU

bpost 08S# is a limited liability company under public laY bpost has its registered o˓ce at /untcentrum%entre /onnaie \$russels bpost shares are listed on the 0;SEEuroneZt \$russels since ,une| share ticMer \$21S6

\$asis of preparation

6he consolidated ˑnancial statements of bpost have been prepared in accordance Yith +nternational (inancial 4eporting Standards +(4S as adopted for use by the E7 #ll standards and interpretations issued by the +nternational #ccounting Standards \$oard +#S\$ and the +nternational (inancial 4eporting +nterpretations %ommittee +(4+% eːective yearend and adopted by the European 7nion are applied by bpost

6he consolidated ˑnancial statements are presented in Euro E74 all values are rounded to the nearest million eZcept Yhen otherYise indicated 6he consolidated ˑnancial statements are prepared under the historical cost convention eZcept for the measurement at fair value of the bond portfolio of bpost banM Yhich is classiˑed on the balance sheet of bpost banM as *old to %ollect ˑnancial assets 6he ˑnancial statements Yere authori\ed for issue by the \$oard of &irectors on /arch|

6he accounting policies adopted are consistent Yith those of the previous ˑnancial year eZcept for the adoption of neY standards and interpretations eːective as from ,anuary|

bpost applied IFRS 15 4evenue from %ontracts Yith %ustomers and IFRS 9 (inancial +nstruments for the

ˑrst time 6he nature and eːect of the changes as a result of adoption of these neY accounting standards are described hereunder

Apart from IFRS 9 and IFRS 15 the folloYing neY standards and amendments entered into force as from ,anuary| donot have any eːect on the presentation the ˑnancial performance or position of bpost

  • • IFRS 2 Amendments s %lassiˑcation and /easurement of Sharebased 2ayment 6ransactions
  • • IAS 40 Amendments s 6ransfers of +nvestment 2roperty
  • • IFRS 4 Amendments s #pplying +(4S| (inancial instruments Yith +(4S|
  • • IFRIC 22 (oreign %urrency 6ransactions and #dvance %onsideration
  • • Annual Improvements Cycle 2014-2016

+n +#S| 4evenue Yas applied by bpost #s of ,anuary| the accounting of revenues described by +#S| Yas replaced by +(4S| 4evenue from %ontracts Yith %ustomers 7nder +(4S| revenue is recogni\ed at an amount that reflects the consideration to Yhich an entity eZpects to be entitled in eZchange for transferring goods or services to a customer +(4S| establishes a ˑvestep model to account for revenue arising from contracts Yith customers the performance obligation s of each contract needs to be assigned Yith a transaction price and revenue is only recogni\ed Yhen the entity satisˑes the performance obligation s of the contract

bpost performed an assessment of +(4S| by analy\ing the products and services rendered to its customers bpost is in the business of distributing mail and parcels domestically and abroad as Yell as the rendering of additional sources of revenue including value added services retail and banMing services and ˑnancial products 2roducts and services can either be sold on their oYn in separate identiˑed contracts or together as a bundled pacMage Yhich canot be distinct +n conclusion and after careful investigation of all products and services provided to its customers bpost measured no impact on the results of or regarding the application of the +(4S| reSuirements

  • +f loYer prices are granted on a bundle of services the various services in the contract are decreased at an eSual proportionate rate Yhich is in line Yith +(4S|
  • 4egarding the performance obligation Yhere a distinction needs to be made on Yhether bpost acts as an agent or principal bpost can continue to recogni\e and account revenues in the same Yay as before as it is in line Yith +(4S|
  • Each performance obligation in the contract has a transaction price Yhich in some cases can be variable discounts penalties etc +n line Yith

+(4S| bpost already performs an estimation of the variable consideration at contract inception

(urthermore the revenue recognition didnot change either as most of the revenues are recogni\ed at a point in time ie Yhen the service has been rendered

bpost adopted +(4S| using the modiˑed retrospective method of adoption Yith the date of initial application ,anuary| #s a result of the modiˑed retrospective method ˑgures are presented in accordance Yith +#S| +f there Yould have been any impact on results the impact of +(4S| at the date of initial application of ,anuary| Yould have been recogni\ed as an adLustment to the opening balance of retained earnings

s of ,anuary| +#S| (inancial +nstruments 4ecognition and /easurement Yas replaced by +(4S| (inancial +nstruments bpost applied +(4S| using the modiˑed retrospective method as of ,anuary| Yithout restating the comparatives ˑgures are presented in accordance Yith +#S| +(4S| brings together all three aspects of the accounting for ˑnancial instruments proLect a classiˑcation

and measurement b impairment and c hedge accounting 6he main impact of +(4S| relates to bpostos investment of in bpost banM Yhose statement of ˑnancial position is mainly composed of ˑnancial instruments

6he impact of +(4S||has been assessed as folloYs

(a) Classification & Measurement: classiˑcation and measurement of ˑnancial assets under +(4S| depends on the speciˑc business model in place and the assetos contractual cash floY characteristics 6he neY reSuirements have no impact for the ˑnancial assets of bpost *oYever bpost banM at the transition to +(4S| reclassiˑed a maLor part of its bond portfolio from +#S| availableforsale category to +(4S| amortised cost category 6his resulted in a decrease of bpost banMos eSuity by E74||million and conseSuently bpostos investment in associates and the relating reserves decreased by of this amount so E74||million on the transition date to +(4S|

+n summary impact upon the adaption of +(4S| on ˑnancial assets cash and receivables as per ,anuary|

+#S measurement category +(4S measurement category
In million EUR %arrying
amount
(air value
through
proˑt or loss
#morti\ed
cost
(air value
through 1%+
Financial assets (cash and receivables)
%ash and %ash eSuivalents
6rade and other receivables
Total financial assets (cash and receivables) 1,190.3 1,190.3

6here are no changes in classiˑcation and measurement of bpostos ˑnancial liabilities

(b) Impairment: +(4S| reSuires recogni\ing eZpected credit losses on all of debt instruments either on a month or lifetime basis 6he impact on bpostos trade receivables Yas not signiˑcant 1n the other hand bpost banM Yill apply the general approach thus the +(4S| staging Yhich Yill replace the +#S| incurred but not reported +\$04 provisions hoYever the impact Yas not signiˑcant E74||million

(c) Hedge accounting: bpost has very limited hedge accounting transactions but has decided to continue applying +#S| hedge accounting because bpost banM Yill continue to apply +#S hedge accounting until the macrohedge proLect is ˑnali\ed by the +#S\$

SVCPFCTFU CPF IPVGTRTGVCVKQPU KUUWGF DWV PQV [GV CRRNKGF D[ DRQUV

6he folloYing neY +(4S Standards and +(4+% +nterpretations issued but not yet eːective or Yhich are yet to become mandatory have not been applied by bpost for the preparation of its consolidated ˑnancial statements

Standard or interpretation Eːective for in reporting periods
starting on or after
IFRS 16 s .eases ,anuary
IFRIC Interpretation 23 7ncertainty over +ncome 6aZ 6reatments ,anuary
IFRS 9 s #mendments 2repayment (eatures Yith 0egative %ompensation ,anuary
IAS 28 s #mendments .ongterm +nterests in #ssociates and ,oint 8entures ,anuary
IAS 19 s #mendments 2lan #mendment %urtailment or Settlement ,anuary
#nnual +mprovements %ycle s s 1 ,anuary
IFRS 17 +nsurance %ontracts1 ,anuary

IFRS 16 Yill replace +#S| .eases +(4+%| &etermining Yhether an #rrangement contains a .ease S+% 1perating .eases+ncentives and S+% Evaluating the Substance of 6ransactions +nvolving the .egal (orm of a .ease +(4S| sets out the principles for the recognition measurement presentation and disclosure of leases and reSuires lessees to account for all leases under a single onbalance sheet model similar to the accounting for ˑnance leases under +#S| +(4S| Yill be eːective for annual periods beginning on or after |,anuary| bpost Yill transition to +(4S| in accordance Yith the modiˑed retrospective approach Yith calculation from transition date hence prior year ˑgures Yill not be adLusted 6he analysis on initial application performed by bpost shoYed that +(4S||has a material eːect on the consolidated statement of ˑnancial position given the fleet and building commitments for the \$elgian companies and the building commitments for the foreign entities #s of assets Yill be recognised for the right of use received and liabilities Yill be recognised for the payment obligation entered into for all of these leases bpost Yill maMe use of the relief options provided for loYvalue assets and shortterm leases 6he impact of the analysis led to the recognition of a lease liability and a right of use asset of E74||million per ,anuary| %ontrary to the current presentation of operating leases depreciation charges on right of use assets and interest eZpense from unYinding of the discount of the lease liabilities Yill be recognised Yhich Yill improve the E\$+6&# as the operating lease eZpense is no longer included (urthermore +(4S| also provides neY guidance on the treatment of sales and leasebacM transactions 6he sellerlessee recognises a right of use asset for the lease retained and accordingly only a proportional amount of the gain or loss from the sale can be recognised

bpost has not early adopted any other standard interpretation or amendment that Yas issued but is not yet eːective

Signiˑcant accounting Ludgments and estimates

series of signiˑcant accounting Ludgments underlie the preparation of +(4S compliant consolidated ˑnancial statements 6hey impact the value of assets and liabilities Estimates and assumptions are made concerning the future 6hey are reassessed on a continuous basis and are based on historically established patterns and eZpectations Yith regards to future events that appear reasonable under the eZisting circumstances

EORNQ[GG DGPGˑVU IAS

6he Mey assumptions inherent to the valuation of employee beneˑt liabilities and the determination of the pension cost include employee turnover acceptance rate mortality rates retirement ages discount rates beneˑt increases and future Yage increases Yhich are updated on an annual basis Each year the reference database is enriched Yith one additional year of historical data maMing the database ever more stable and reliable #ctual circumstances may vary from these assumptions giving rise to diːerent employee beneˑt liabilities Yhich Yould be reflected as an additional proˑt or cost in the +ncome Statement or in the other comprehensive income depending on the type of the beneˑt

0ot yet endorsed by the E7 as per date of this report

The mortality tables used are the Belgian Mortality tables MR (for men) and FR (for women) with an age adjustment of two years. bpost decided to reflect the mortality improvements by adopting an age correction of two years to the official tables, for both active and inactive employees.

Regarding the Accumulated Compensated Absences benefit, the consumption pattern of the illness days is derived from the statistics of the consumption average over a mobile average of 3 years (years 2016 to 2018 for December 2018). The number of days of illness depends on the age, identified per segment of the relevant population. The rate of guaranteed salary is set at 75% in case of long-term illness. Thus, the percentage of the guaranteed salary used for determining the cost of days accumulated in the notional account is 25%. The balance of the cumulated un-used sickness days for civil servants is limited to a maximum of 63 days.

By law, defined contribution pension plans in Belgium are subject to minimum guaranteed rates of return. Hence, those plans classify as defined benefit plans which would require that the Projected Unit Credit method is applied in order to measure the benefit obligations. Although there is still no full clarity on the approach, new legislation dated December 2015 brought more clarification on the minimum guaranteed return. The uncertainty with respect to the future evolution of the minimum guaranteed rates of return in Belgium has been removed with the change in the WAP/LPC law end of December 2015. As from 2016, the minimum return for future contributions is equal to the average of the past 24 months return on 10-year linear bonds, with a minimum of 1.75% p.a. bpost continued to apply the so-called PUC methodology (Projected Unit Credit), however as of 2018 without projection of future contributions as the plans are not backloaded and with application of paragraph 115 of IAS 19.

The financing methodology of family allowances for civil servants changed following a law change (law of 19 December 2014). As a consequence, bpost as a public institution pays a contribution that is defined by a programme law. The amount is adapted each year proportionally to the number of civil servants (full time equivalents) and is subject to inflation.

For most benefits, an average cost per inactive member is used for the valuation of the benefits. This average cost has been estimated by dividing the annual cost for inactive members by the number of inactive beneficiaries based on the reference data received from the pensions' administration.

The discount rates have been determined by reference to market yields at the statement of financial position date. bpost used the Towers Watson RATE:link1 tool for the determination of the discount rates, considering a mix of financial and non-financial AA corporate bonds.

Fair value adjustments for business combinations

In accordance with IFRS 3 Business combinations, the identifiable assets acquired and the contingent considerations are valued at fair value at the acquisition date as part of the business combination. Fair value adjustments for the assets are based on external appraisals or valuation models. When the contingent consideration meets the definition of a liability, it is subsequently re-measured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor.

Deferred revenue and revenue related accruals

bpost recognizes advance customer payments on its balance sheet, predominantly related to stamps and credits on franking machine sold but not yet used by customers at balance sheet date. bpost uses a model based upon historical data of consumption patterns for the valuation of this deferred revenue. Furthermore bpost handles and ships international mail and parcels to and from other foreign postal operators. At balance sheet date the best estimate of the outstanding position is reflected in the consolidated statement of financial position, however as the final settlements are based upon different assumptions (among which "items per kilo") final settlements might deviate from the initial assessment.

Income taxes and deferred taxes

bpost is subject to income taxes in a number of jurisdictions. Deferred taxes are calculated at the level of each fiscal entity. bpost recognizes deferred tax assets to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. In order to determine this, bpost uses estimates of taxable income by jurisdiction in which bpost operates and the period over which deferred tax assets are recoverable. The same principles apply to the recognition of deferred tax assets for unused tax losses carried forward.

(1) The Towers Watson RATE:link tool is a tool designed to assist companies in the selection of discount rates that accurately reflect the characteristics of their pension schemes.

6.4 Summary of significant accounting policies

All accounting estimates and assumptions that are used in preparing the financial statements are consistent with bpost's latest approved budget / longterm plan projections, where applicable. Judgments are based on the information available on each statement of financial position date. Although these estimates are based on the best information available to the management, actual results may ultimately differ from those estimates.

Consolidation

The parent company and all the subsidiaries it controls are included in the consolidation. No exception is permitted.

Subsidiaries

Assets and liabilities, rights and commitments, income and charges of the parent and the subsidiaries fully controlled are consolidated in full. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Control is assumed to exist when bpost holds at least 50%, plus one share of the entity's voting power; these assumptions may be rebutted if there is clear evidence to the contrary. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether bpost controls an entity.

Consolidation of a subsidiary takes place from the date of acquisition, which is the date on which control of the net assets and operations of the acquiree is effectively transferred to the acquirer. From the date of acquisition, the parent (the acquirer) incorporates into the consolidated income statement the financial performance of the acquiree and recognizes in the consolidated statement of financial position the acquired assets and liabilities (at fair value), including any goodwill arising on the acquisition. Subsidiaries are de-consolidated from the date on which control ceases. Intragroup balances and transactions, as well as unrealized gains and losses on transactions between group companies are eliminated in full.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

Associates

An associate is an entity in which bpost has significant influence, but which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not to control those policies. It is assumed to exist when bpost holds at least 20% of the investee's voting power but not to exist when less than 20% is held; these assumptions may be rebutted if there is clear evidence to the contrary.

Consistent accounting policies are applied within the whole group, including associates.

All associates are accounted for using the equity method: the participating interests are separately included in the consolidated statement of financial position (under the caption "Investments in associates") at the closing date at an amount corresponding to the proportion of the associate's equity (as restated under IFRS), including the result for the period. Dividends received from an investee reduce the carrying amount of the investment.

The portion of the result of associates attributable to bpost is included separately in the consolidated income statement under the caption "Share of result of associates (equity method)".

Unrealized profits and losses resulting from transactions between an investor (or its consolidated subsidiaries) and associates are eliminated to the extent of the investor's interest in the associate.

bpost bank is an associate and is accounted for using the equity method as bpost has significant influence but does not control the management of this company.

Part of the bond portfolio of bpost bank is classified on the balance sheet of bpost bank as "Hold to Collect financial assets" and part as "Hold to Collect & Sell financial assets". The bonds include:

  • Fixed income securities (bonds, negotiable debt instruments, sovereign loans in the form of securities, etc.);
  • Variable income securities;
  • Fixed and/or variable income securities containing embedded derivatives (which are accounted for separately if necessary).

Securities classified in "Hold to Collect financial assets" are measured at fair value and changes in fair value are recorded in other comprehensive income under a specific heading "Unrealized or deferred gains or losses." Securities classified in "Hold to Collect & Sell financial assets" are measured at Amortised Cost.

For fixed income securities, interest is recognized in the Income Statement using the effective interest rate method. For variable income securities, revenues are recorded in profit or loss as soon as the shareholders general meeting confirms the distribution of a dividend.

Goodwill and negative acquisition differences

When an entity is acquired, the difference recorded on the date of acquisition between the acquisition cost of the investment and the fair value of the identifiable assets, liabilities and contingent liabilities acquired is accounted for as goodwill (if the difference is positive) or directly as a profit in the Income Statement (if the difference is negative).

A contingent consideration, if any, is measured at fair value at the time of the business combination and included in the consideration transferred (i.e. recognized within goodwill). If the amount of contingent consideration changes as a result of a postacquisition event (such as meeting an earnings target), the change in fair value is recognized in profit or loss.

Goodwill is not amortized, but is tested for impairment annually.

IPVCPIKDNG CUUGVU

n intangible asset is recogni\ed on the consolidated statement of ˑnancial position Yhen the folloYing conditions are met

  • i the asset is identiˑable ie either separable if it can be sold transferred licensed or it results from contractual or legal rights
  • ii it is probable that the eZpected future economic beneˑts that are attributable to the asset Yill floY to bpost
  • iii bpost can control the resource and
  • iv the cost of the asset can be measured reliably

+ntangible ˑZed assets are carried at acSuisition cost including the costs directly attributable to the transaction but not indirect overheads less any accumulated amorti\ation and less any accumulated impairment loss 6he eZpenses in relation to the research phase are charged to the +ncome Statement 6he eZpenses in relation to the development phase are capitali\ed 9ithin bpost internally generated intangible assets represent mainly +6 proLects

+ntangible assets Yith ˑnite lives are amorti\ed on a systematic basis over their useful life using the straightline method 6he applicable useful lives are

+ntangible assets Useful life
Patent1 years
-noYhoY1 years
2oints of sale netYorM
(replacement costs)1
years
+6 development costs years maZimum
.icenses for minor softYare years maZimum
6radenames brandnames1 \$etYeen years and
indeˑnite
%ustomer relationships1 \$etYeen and
years

+ntangible ˑZed assets Yith indeˑnite useful lives are not amorti\ed but are tested for impairment annually (or bpost that is the case for goodYill and trade names.

2TQRGTV[ RNCPV CPF GSWKROGPV

2roperty plant and eSuipment are carried at acSuisition cost less any accumulated depreciation and less any accumulated impairment loss %ost includes any directly attributable cost of bringing the asset to YorMing condition for its intended use

EZpenditure on repair and maintenance Yhich serve only to maintain but not to increase the value of ˑZed assets are charged to the +ncome Statement *oYever eZpenditures on maLor repair and maLor maintenance Yhich increase the future economic beneˑts that Yill be generated by the ˑZed asset are identiˑed as a separate element of the acSuisition cost

\$orroYing costs directly attributable to the acSuisition construction or production of an asset that necessarily taMes a substantial period of time to get ready for its intended use or sale are capitali\ed as part of the cost of the asset.

6he depreciable amount is allocated on a systematic basis over the useful life of the asset using the straightline method 6he depreciable amount is the acSuisition cost eZcept for vehicles (or vehicles it is the acSuisition cost less the residual value of the asset at the end of its useful life 6he applicable useful lives are

2roperty plant and eSuipment Useful life
.and N/A
%entral administrative
buildings
years
0etYorM buildings years
+ndustrial buildings sorting
centers
years
(ittingout YorMs to buildings years
6ractors and forMlifts years
\$iMes and motorcycles years
#ll other vehicles
cars trucMs
etc
years
Machines years
(urniture years
%omputer eSuipment years

.GCUG VTCPUCEVKQPU

ˑnance lease Yhich transfers substantially all the risMs and reYards incident to oYnership to the lessee is recogni\ed as an asset and a liability at amounts eSual to the present value of the minimum lease payments sum of capital and interest portions included in the lease payments or if loYer the fair value of the leased assets .ease payments are apportioned betYeen the ˑnance charge and the reduction of the outstanding liability in order to obtain a constant rate of interest on the debt over the lease term 6he depreciation policy for leased assets is consistent Yith that for similar assets oYned

4entals paidreceived under operating lease ones that do not transfer substantially all the risMs and reYards incidental to oYnership of an asset are recogni\ed as an eZpense by the lessee and as an income by the lessor on a straightline basis over the lease term

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+nvestment property mainly relates to apartments located in buildings used as post o˓ces

+nvestment properties are carried at acSuisition cost less any accumulated depreciation and less any impairment loss 6he depreciation amount is allocated

7seful life can be diːerent case per case and depends on the assessment done at the time of the purchase price allocation

on a systematic basis over the useful life of the asset, using the straight-line method. The applicable useful lives can be found in the table that is included in section "Property, plant and equipment".

Assets held for sale

Non-current assets are classified as assets held for sale under a separate heading in the statement of financial position if their carrying amount is recovered principally through sale rather than through continuing use. This is demonstrated if certain strict criteria are met (active program to locate a buyer has been initiated, property is available for immediate sale in its present condition, sale is highly probable and is expected to occur within one year from the date of classification).

Non-current assets held for sale are no longer depreciated but may be impaired. They are stated at the lower of carrying amount and fair value less costs to sell.

Stamp collection

The stamp collection that is owned by bpost and used durably by it is stated at the re-evaluated amount less discount for the lack of liquidity. The revalued amounts are determined periodically on the basis of market prices. bpost proceeds to the reevaluation of its collection every five years. The stamp collection is recorded in the caption "Other Property, Plant and Equipment" of the statement of financial position.

Impairment of assets

An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount, which is the higher of its fair value less costs of disposal (corresponding to the cash that bpost can recover through sale) and its value in use (corresponding to the cash that bpost can recover if it continues to use the asset).

When possible, the tests have been performed on individual assets. When however it is determined that assets do not generate independent cash flows, the test is performed at the level of the cash-generating unit (CGU) to which the asset belongs (CGU = the smallest identifiable group of assets that generate inflows that are largely independent from the cash flows from other CGUs).

An impairment test is carried out annually for goodwill. For a CGU to which no goodwill is allocated, impairment test is only carried out when there is an indication of impairment. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to groups of cash-generating units, that are expected to benefit from the synergies of the combination.

Where an impairment is identified, it is first allocated to reduce the carrying amount of any goodwill allocated to the group of CGU. Any excess is then allocated to reduce the carrying amount of other fixed assets of the CGU in proportion to their book values, but solely to the extent that the selling price of the assets in question is lower than their carrying amount.

Impairment on goodwill may never be reversed at a later date. Impairment on other fixed assets is reversed if the initial conditions that prevailed at the time the

impairment was recorded cease to exist, and solely to the extent that the carrying amount of the asset does not exceed the amount that would have been obtained, after depreciation, had no impairment been recorded.

Inventories

Inventories are measured at the lower of cost and net realizable value at the statement of financial position date.

The acquisition price of interchangeable inventories is determined by application of the FIFO method. Inventories of minor importance whose value and composition remain stable over time are stated in the statement of financial position at a fixed value.

The cost of inventories finished products comprises all costs incurred in bringing inventories to their present location and condition, including indirect production costs. In particular, the cost price of stamps includes the direct and indirect costs of production, excluding costs of borrowing and overheads that do not contribute to bringing them to the present location and condition. The allocation of fixed costs of production to the cost price is based on normal production capacity.

A write-down is necessary when the net realizable value at the statement of financial position date is lower than the cost.

Revenue recognition

bpost's normal business operations consist of the delivery of national and international mail and parcels services comprising the collection, transport, sorting and distribution of addressed and non-addressed mail, printed documents, newspapers and parcels. Furthermore bpost also sells a range of other products and services, including postal, parcels, banking and financial products, e-commerce logistics, express delivery services, proximity and convenience services, document management and related activities. bpost also carries out Services of General Economic Interest (SGEI) on behalf of the Belgian State. All income related to normal business operations is recognized as revenue in the income statement. All other income is reported as other operating income.

Revenue is recognized when the performance obligation (the promise to transfer a good or service to a customer) is satisfied at a point in time. This is when the control of these goods or services are transferred to the customer, in general on the delivery of mail, parcels or any other service or good, at an amount that reflects the consideration to which bpost expects to be entitled in exchange for those goods or services.

bpost generally considers that it is the principal in its revenue arrangements, except for press distribution, fulfilment services (consisting of following performance obligations: receiving, storing, picking and packing and returning activities for goods), commission for bpost bank products and all other commissions received where bpost acts as agent and only net amount expected (fee or commission) is recognized.

bpost has different pricing grids for different products, providing an instant advantage to customers. Some contracts foresee volume rebates once the quantity

of products or services purchased exceeds certain thresholds foreseen in the contracts, which give rise to a variable consideration. bpost has an estimate at contract inception of the target of the performance obligation and accrues the discount amount monthly, based on the expected value principle.

bpost provides services that are either sold separately or bundled together, every performance obligation has a stand-alone selling price per unit. If a lower price is granted on a bundle of services, the various services in the contract are decreased at an equal proportionate rate.

The remuneration of the SGEI is based on the contractual provisions of the management contract and the revenue is recognized when the services are rendered. bpost also receives commissions on sales of partner products through its network. Commission income is recorded at the time the services are provided. For a minority of the services, mainly those services for which the consideration is a subscription or the rent of buildings, revenue is recognized over the duration of the contract.

The revenue relative to the stamp sale and franking machine activity is recognized in income at the time the mail is delivered. Therefore, bpost has set up a revenue recognition model to recognize the predicted amount of revenues, based on historic data.

For the handling and shipment of international mail and parcels to and from other foreign postal operators certain penalties (e.g. quality for timely delivery) give rise to variable consideration. At balance sheet date the best estimate of the outstanding position is reflected in the consolidated statement of financial position based on the expected value principle.

Radial, a subsidiary of the group, earns revenue for its omnichannel technology and operations either through a revenue-sharing model (charges a percentage of client merchandise) or via an activity-based model (e.g. customer service center calls that are billed at a rate per minute or per call, fulfillment operations billed at a rate per fulfilled order/item, etc.). If Radial also performs Payment, Fraud and Tax (PT&F) services, for potential payments related to the fraud services, Radial recognizes a refund liability based upon the expected value method.

bpost performs the service of processing returned goods on behalf of the supplier, but bpost does not take on any liability hence no liability for return is booked at bpost.

Interest income is recognized using the effective yield method and the revenue related to dividends is recognized when the group's right to receive the payment is established.

Rental income arising from operating leases or investment properties is accounted for on a straight line basis over the lease term.

Receivables

Receivables are initially measured at their fair value and later at their amortized cost, i.e. the present value of the cash flows to be received (unless the impact of discounting is not significant).

bpost recognizes on all of its trade receivables an allowance for expected credit losses based on the lifetime expected credit losses (ECL) model. As

the trade receivable does not contain a significant financing component bpost opted to apply the simplified approach to calculate the expected credit loss rate with the use of a provision matrix, based on the historical default rates adapted for current and forward looking information.

Prepayments and accrued income are also presented under this caption.

Investment securities

Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument and its purpose. A financial instrument's category is relevant for the way it is measured and whether any resulting income and expenses are recognized in profit or loss or directly in equity.

There are different categories of financial assets:

  • (1) Financial assets held for trading include (a) derivatives and (b) assets that bpost has voluntarily decided to classify in the category "at fair value through profit or loss" at the time of initial recognition. These financial assets are measured at their fair value at each statement of financial position date, changes in fair value being recognized in the Income Statement.
  • (2) Held-to-maturity financial assets are financial assets, other than derivatives, with fixed or determinable payments and fixed maturity dates, which bpost has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method.
  • (3) Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortized cost using the effective interest method.
  • (4) Available-for-sale financial assets constitute a residual category that includes all the financial assets not classified under one of the previous categories, for instance investments in equity instruments (other than shares in subsidiaries, jointly controlled entities and associates), investments in open-ended mutual funds and bonds that bpost has neither the intention nor the ability to hold to maturity. These availablefor-sale financial assets are measured at fair value, with changes in fair value recognized directly in equity until the financial assets are derecognized, at which time the cumulative gains or losses previously recognized in equity are recycled in profit or loss.

Regular way purchases or sales of financial assets are recognized and de-recognized using settlement date accounting. The fair values of the financial assets are determined by reference to published price quotations in an active market.

Cash and cash equivalents

This caption includes cash in hand, at bank, values for collection, short-term investments (with maturity date not exceeding three months as from acquisition date) that are highly liquid and are readily convertible into a known amount of cash and that are subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts.

Share capital

Ordinary shares are classified under the caption "issued capital".

Treasury shares are deducted from equity. Movements of treasury shares do not affect the Income Statement.

Other reserves comprise the results of the previous periods, the legal reserve and the consolidated reserve.

Retained earnings include the result of the current period as disclosed in the Income Statement.

Employee benefits

Short-term benefits

Short-term benefits are recognized as an expense when an employee has rendered the services to bpost. Benefits not paid for on the statement of financial position date are included under the caption "Payroll and social security payables".

Post-employment benefits

Post-employment benefits are valued using an actuarial valuation method and provisions are set up for them (under deduction of any plan assets) in so far as bpost has an obligation to incur the costs in relation to these benefits. This obligation can be a legal, contractual or constructive obligation ("vested rights" on the basis of past practice).

In application of these principles, a provision (calculated according to an actuarial method laid down in IAS 19) is set up in the context of the postemployment benefits to cover:

  • the future costs relative to current retirees (a provision representing 100% of the future estimated costs of those retirees);
  • the future costs of potential retirees, estimated on the basis of the employees currently in service, taking account of the accumulated service of these employees on each statement of financial position date and the probability that the personnel will reach the desired age to obtain the benefits (the provision is constituted progressively, as and when members of the personnel advance in their careers).

Re-measurements, comprising of actuarial gains and losses, are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Actuarial assumptions (concerning the discount rate, mortality factor, costs of future benefits, inflation, etc.) are used to assess employee benefit obligations in conformity with IAS 19. Actuarial gains and losses inevitably appear, resulting (1) from changes in the actuarial assumptions year on year, and (2) deviations between actual costs and actuarial assumptions used for the IAS 19 valuation.

The calculation of the obligation is done using the projected unit credit method. Each year of service confers entitlement to an additional credit unit to be taken into account in valuing the benefits granted and the obligations pertaining thereto. The discount rate used is the yield of high-quality corporate bonds or is based on government bonds with a maturity similar to that of the benefits being valued.

Service costs comprise current service costs, pastservice costs, gains and losses on curtailments and non-routine settlements.

Past service costs resulting from a plan amendment or curtailment should be recognized at the earlier of the date when (1) the plan amendment or curtailment occurs; and (2) the entity recognizes related restructuring costs in accordance with IAS 37. Past service costs are recognized in the Income Statement.

Net interest is calculated by applying the discount rate to the net defined benefit liability or assets. Net interest costs are also recognized in the Income Statement.

The plan assets related to the post-employment benefits are measured at their fair value at the end of the period in the same definition used in IFRS 13.

Long-term benefits

Long-term employee benefits are valued using an actuarial valuation method and provisions are set up for them (under deduction of any plan assets) in so far as bpost has an obligation to incur the costs in relation to these benefits. This obligation can be a legal, contractual or constructive obligation ("vested rights" on the basis of past practice).

A provision is created for long-term benefits to cover benefits that will only be paid in a number of years but that are already earned by the employee on the basis of the past service. Here, as well, the provision is calculated according to an actuarial method imposed by IAS 19.

The provision is calculated as follows:

Actuarial valuation of the obligation under IAS 19

– Fair value of the plan assets

= Provision to be constituted (or asset to be recognised if the fair value of the plan assets is higher)

Re-measurements, comprising of actuarial gains and losses are recognized immediately through profit or loss in the period in which they occur.

Actuarial assumptions (concerning the discount rate, mortality factor, costs of future benefits, inflation, etc.) are used to assess employee benefit obligations in conformity with IAS 19. Actuarial gains and losses inevitably appear, resulting (1) from changes in the actuarial assumptions year on year, and (2) deviations between actual costs and actuarial assumptions used for the IAS 19 valuation. These actuarial gains and losses are recognized directly in the Income Statement.

The calculation of the obligation is done using the projected unit credit method. Each year of service confers entitlement to an additional credit unit to be taken into account in valuing the benefits granted and the obligations pertaining thereto. The discount rate used is the yield of high-quality corporate bonds or alternatively is based on government bonds with a maturity similar to that of the benefits being valued.

Service costs comprise current service costs, pastservice costs, gains and losses on curtailments and non-routine settlements.

Past service costs resulting from a plan amendment or curtailment should be recognized at the earlier of the date when (1) the plan amendment or curtailment occurs; and (2) the entity recognizes related restructuring costs in accordance with IAS 37. Past service costs are recognized in the Income Statement.

Net interest is calculated by applying the discount rate to the net defined benefit liability or assets. Net interest costs are recognized in the Income Statement.

Termination benefits

Where bpost terminates the contract of a member of its personnel prior to his normal retirement date or where an offer of benefits is made in return for the termination of employment that can no longer be withdrawn, a provision is constituted in so far as there is an obligation on bpost.

Provisions

A provision is recognized only when:

  • (1) bpost has a present (legal or constructive) obligation as a result of past events;
  • (2) it is probable (more likely than not) that an outflow of resources will be required to settle the obligation; and
  • (3) a reliable estimate of the amount of the obligation can be made.

Where the impact is likely to be material (mainly for long-term provisions), the provision is estimated on a net present value basis. The increase in the provision due to the passage of time is recognized as a financial expense.

A provision for restoring polluted sites is recognized if bpost has an obligation in this respect. Provisions for future operating losses are prohibited.

If bpost has an onerous contract (the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it), the present obligation under the contract is recognized as a provision.

A provision for restructuring is only recorded if bpost demonstrates a constructive obligation to restructure at the statement of financial position date. The constructive obligation should be demonstrated by: (a) a detailed formal plan identifying the main features of the restructuring; and (b) raising a valid expectation to those affected that it will carry out the restructuring by starting to implement the plan or by announcing its main features to those affected.

Dividends payable in respect of year N are only recognized as liabilities once the shareholders' rights to receive these dividends (during the course of year N+1) are established.

Income taxes and deferred taxation

Income tax includes current taxation and deferred taxation. Current taxation is the amount of taxes to be paid (recovered) on the taxable income for the current year together with any adjustment in the

taxes paid (to be recovered) in relation to previous years. It is calculated using the rate of tax on the statement of financial position date.

Deferred taxation is calculated according to the liability method on the temporary differences arising between the carrying amount of the statement of financial position items and their tax base, using the rate of tax expected to apply when the asset is recovered or the liability is settled. In practice, the rate in force on the statement of financial position date is used.

Deferred taxes are not recognized in respect of:

  • (1) goodwill that is not amortized for tax purposes;
  • (2) the initial recognition of an asset or liability in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit; and
  • (3) investments in subsidiaries, branches, associates and joint ventures if it is likely that dividends will not be distributed in the foreseeable future.

A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. The same principles apply to recognition of deferred tax assets for unused tax losses carried forward. This criterion is reassessed on each statement of financial position date.

Deferred taxes are calculated at the level of each fiscal entity. The deferred tax assets and liabilities of various subsidiaries may not be presented on a net basis.

Deferred revenue

Deferred revenue is the portion of income received during the current or prior financial periods but which relates to a subsequent financial period.

Transactions in foreign currencies

Transactions in foreign currencies are initially recorded in the functional currency of the entities concerned using the exchange rates prevailing on the dates of the transactions. Realized exchange rate gains and losses and non-realized exchange rate gains and losses on monetary assets and liabilities on the statement of financial position date are recognized in the Income Statement.

On consolidation, the assets and liabilities of foreign operations are translated into Euro at the exchange rate prevailing at the reporting date and their income statements are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in profit or loss.

Derivative financial instruments

bpost uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from its operational and financial activities. In accordance with its treasury policy, bpost does not hold or issue derivative financial instruments for trading purposes.

Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period. Depending on whether hedge accounting (see below) is applied or not, any resulting gain or loss on the remeasurement of the derivative financial instrument is either recognized directly in other comprehensive income or in the income statement.

Hedge accounting

bpost designates certain hedging instruments, which includes derivatives and non-derivatives in respect of foreign currency risk, as hedges of net investments in foreign operations and as cash flow hedges respectively.

At the beginning of the hedge relationship, bpost documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the beginning of the hedge and on an ongoing basis, bpost documents and assess the effectiveness of the derivative instruments.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.

Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.

Hedge accounting is discontinued when bpost revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in other comprehensive income and accumulated in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

Hedges of net investments in foreign operations

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognized in other comprehensive income and accumulated under the heading of foreign currency translation reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.

Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

6.5 Risk management

Approach and methodology

bpost has defined and implemented an Enterprise Risk Management ("ERM") framework to embed companywide risk management processes in key management activities, such as the Group Executive Committee's revision of the strategy or quarterly reviews of the operations.

Risks are identified at different levels in the organization (including, inter alia, operational and financial management; corporate 2nd line functions, such as Legal and Regulatory, Health and Safety, Security and Integrity; and the Group Executive Committee). It covers the entire business.

bpost discloses the risks and uncertainties in three categories:

  • • Regulatory/Legal risks: Regulatory evolutions and legal compliance issues that could impact the realization of bpost's strategy.
  • • External Business risks: External events that may affect the growth strategy.
  • • Operational risks: Mostly internally oriented risks or unforeseen disasters that may result in an impact on bpost's results. These also include financial risks.

Based on formalized risk evaluation criteria, approved by the Board of Directors, bpost prioritizes risks to allow appropriate communication of risks throughout the company (top-down and bottom-up). For the main risks in each of the categories, bpost defined a dedicated mitigation and monitoring approach. The Group Executive Committee, Audit Committee and Board of Directors review the application of this approach on a regular basis.

Mitigation Monitoring
Regulatory/Legal Risks • Maintaining a constructive
relationship with the
Authorities and Regulators
• Annual status reporting (Legal/
regulatory)
• Immediate reporting of
important evolutions potentially
impacting the strategy
External Business Risks • Tracking of the events which
influence the risk assessment
• Networking and influencing (if
deemed useful)
• Definition of Plan B (if deemed
useful)
• Annual status reporting as input
for the Annual Report (EOY)
• Immediate reporting of
important evolutions potentially
impacting the strategy
Operational Risks • Action plans/Projects to
mitigate the risks (part of the
BU objectives and budget
process)
• Brief status & Emerging risk
evolutions are reported during
the Quarterly Review (QR)
• Annual update on the risk
evolution (Corporate Risk)

Any of the following risks could have a material adverse effect on bpost's business, financial position and operating results. There may be additional risks of which bpost is currently unaware. There may also be risks that are currently considered to be immaterial, but that may ultimately have a material adverse effect. The risk mitigation, as described below, is meant to provide a high-level overview of potential and initiated action points in response to the risks and should not to be interpreted as a comprehensive list of risk responses. In addition, the mitigation efforts described below are no guarantee that risks will not materialize. No risk management or internal control system can provide absolute safeguards against failure to achieve corporate objectives, fraud or breach of rules and regulations.

Regulatory/legal risks

Appropriate policies, processes and internal control procedures are implemented in order to limit the exposure to complex regulatory and legal requirements. In addition, bpost strives for a constructive stakeholder management towards, inter alia, government, decision makers and regulators.

bpost operates in markets that are heavily regulated, including by national, EU and global regulatory bodies. It is uncertain whether Belgian or European regulators or third parties will raise material issues with regard to bpost's compliance with applicable laws and regulations or whether future legislative, regulatory or judicial changes or other regulatory developments will have a material adverse effect on bpost's business, financial condition, operating results and prospects.

Related to our mail and parcel business

In November 2015, Belgian Minister De Croo, responsible for the postal sector, announced his intent to adopt a new Postal Law during the course of his legislature. This new Postal Law was approved by the Parliament on January 18, 2018 and entered into force

in February 2018. bpost welcomes this legislative initiative as the new Postal Law provides a futureproof, stable and predictable legal framework for the Belgian postal sector.

In 2012, the European Commission required bpost to repay alleged state aid for the period 1992 to 2012. On May 2, 2013, the European Commission approved the compensation granted to bpost under the terms of the 5th management contract covering the period 2013 to 2015. Although the European Commission's decisions on state aid provide bpost with a degree of certainty regarding the compatibility of the compensation it receives for the provision of services of public economic interest ("SGEIs") with state aid rules for the period from 1992 through 2015, it cannot be excluded that bpost could be subject to further state aid allegations and investigations in respect of this period in relation to SGEIs, other public services and other services it performs for the Belgian State and various public entities.

In accordance with the Belgian State's commitment to the European Commission, the Belgian State organized a competitive, transparent and non-discriminatory tendering procedure with respect to the distribution of recognized newspapers and periodicals in Belgium, following which the service concession was awarded to bpost on October 16, 2015 to provide the service from January 1, 2016 until December 31, 2020. In respect of the period commencing as of January 1, 2021, it is uncertain whether another call for tender will be issued and whether the concession, if any, will once more be granted to bpost.

On December 3, 2015, bpost and the Belgian State signed a new management contract ("6th management contract") with respect to the other SGEIs (inter alia, the maintenance of a retail network, distribution of pensions, cash at counter and other services). This 6th management contract provides for a continued provision of these SGEIs for a period of five years, ending on December 31, 2020, and for a remuneration in line with the principles of the 5th management

contract, as approved by the European Commission on May 2, 2013. For the period commencing January 1, 2021, the Belgian State may cease to provide (or amend the scope and content of) certain public services, may conclude that such services do not constitute SGEIs and hence does not warrant compensation or may not entrust these services to bpost.

On June 3, 2016, the European Commission approved the 6th Management Contract and the concession agreements under the state aid rules. In October 2016, the Vlaamse Federatie van Persverkopers ("VFP") sought the annulment of the European Commission's clearance decision before the General Court on procedural grounds. In February 2019, the General Court has removed the case from the register following the request by VFP to discontinue the proceedings.

bpost may be required to provide other postal operators access to specific elements of its postal infrastructure (such as information on requests for mail re-direction in case of address change), access to its postal network and/or to certain universal services. It cannot be excluded that competent authorities impose access at uneconomic price levels or the access conditions imposed upon it may otherwise be unfavorable for bpost. In the event bpost were to fail to comply with these requirements, it may also be subject to fines (under the competition law rules and postal regulation) and/or other postal operators may initiate proceedings seeking damages in national courts.

bpost is required to demonstrate that its pricing for the services falling within the USO complies with the principles of affordability, cost orientation, transparency, non-discrimination and uniformity of tariffs. Tariff increases for certain single piece mail and USO parcels are subject to a price cap formula and prior control by the BIPT. The BIPT may refuse to approve such tariffs or tariff increases if they are not in compliance with the aforementioned principles or price cap formula. It should be noted that the new Postal Law, which entered into force in February 2018, provides for a new price cap formula as part of a stable and predictable price control mechanism.

In addition, in relation to activities for which bpost is deemed to have a dominant market position, its pricing must not constitute an abuse of such dominant position. Failure to observe this requirement may result in fines. bpost may also be ordered by national courts to discontinue certain commercial practices or to pay damages to third parties.

bpost is also subject to the requirement of no crosssubsidization between public services and commercial services. In addition, according to state aid rules, if bpost engages in commercial services, the business case for providing such services must comply with the "private investor test," that is, bpost must be able to demonstrate that a private investor would have made the same investment decision. If these principles are not complied with, the European Commission could find that commercial services have benefited from unlawful state aid and order the recovery of this state aid from bpost.

According to the European Commission, cross-border parcel delivery is one of the key elements impacting e-commerce growth in Europe. In May 2016, the European Commission prepared a proposal for a

regulation on cross-border parcel delivery services. After a general agreement on the text was achieved at the end of 2017, the regulation was adopted by the Council and EU Parliament in 2018 and imposes increased pricing transparency and regulatory oversight for cross-border parcel delivery operators such as bpost.

bpost was designated by the Belgian State as the USO provider for an eight-year term commencing in 2011. In the new Postal Law, bpost is designated as USO provider until the end of 2023. The special terms and conditions of the USO must be defined in a new dedicated management contract which should enter into force in 2019. The obligation to provide the USO may represent a financial burden on bpost. Although the new Postal Law provides that bpost is entitled to compensation by the Belgian State in the event the USO has created an unfair burden, there can be no assurance that the entire net cost of the USO will be covered. Furthermore, going forward, in absence of a dedicated management contract defining the terms and conditions of bpost designation as USO provider, there is still uncertainty regarding the terms and conditions and financing mechanism that would apply to the provision of the USO.

Related to bpost bank, bpost's associate

bpost bank operates in a heavily regulated market. The regulatory landscape for financial institutions has changed considerably (e.g., increased focus on customer protection, anti-money laundering, etc.) and prudential supervision has been reinforced (e.g., quality and level of capital, liquidity, corporate governance). It is uncertain whether and to which extent Belgian or European regulators or third parties may raise material issues with regard to bpost bank's compliance with applicable laws and regulations or whether future legislative, regulatory or judicial changes or other regulatory developments may have a material adverse effect on bpost bank's business, financial condition, results of operations and prospects. bpost bank may also be required to increase its capital, in particular as a result of new capital requirements.

Related to other regulatory & legal requirements

The interaction between the laws applicable to all private limited liability companies and the specific public law provisions and principles applicable to bpost may present difficulties in interpretation and cause legal uncertainty. For instance, bpost is subject to certain specific risks in relation to employment matters deriving from the application of certain public law provisions and principles. In particular, bpost was involved in a litigation initiated by a number of auxiliary postmen (which include all postmen recruited from January 1, 2010 performing certain core functions such as collection, sorting, transport and distribution of mail). In May 2016, the Mons Labor Court of Appeals found in favor of bpost and rejected all claims. Further appeals are no longer possible.

Amendments to, or the introduction of new, legislation and regulations, including legislation and regulations relating to state pensions, could result in additional burdens for bpost. There can also be no assurance that bpost will not face challenges regarding certain employment matters on state aid grounds. Finally, bpost's contractual employees could also challenge their employment status and claim damages to

compensate them for being deprived of statutory employment protection and benefits.

Regulatory changes may (directly or indirectly) impact the attractiveness of mail as a way of communicating and hence bpost's turnover. Such changes could include, inter alia:

  • the entry into force of the General Data Protection Regulation on May 25, 2018, deterring companies from continuing to engage in commercial prospecting activities;
  • the enactment of legislation promoting digital growth, electronic communication and e-government initiatives could also adversely affect bpost's business. In 2016, legislation granting registered e-mail the same legal status as registered mail under certain conditions entered into force.

External business risks

The risks mentioned in the section below are considered in light of the long term strategy. bpost assigned clear ownership for each of the risks. The owner monitors the risk, observes trends and initiates mitigating actions if and when needed. More details on the internal control and risk management system can be found in the corporate governance statement.

Related to substitution and competition in the mail and parcel sectors

The use of mail has declined in recent years, primarily as a result of the increased use of e-mail and the internet. bpost expects that the mail volumes will continue to decline. E-government initiatives or other measures introduced by the Belgian State or other public authorities or private enterprises that encourage electronic substitution in administrative mail may also affect the rate of decline in mail volumes. Management has taken action to address the digitalization risk (e.g. launch of 'prior' stamp). However, both the speed of change as well as how our customers will react to the new product offerings and new ways of working remains uncertain.

This new "digital" area also impacts the parcels industry in the sense that the e-commerce clients have a limited willingness to pay for the delivery while requesting additional services (e.g. same day delivery). This puts pressure on the margins and overall profitability in the parcels industry. As such external factors triggered by the industry, competition and clients could challenge the growth in parcels (both in Belgium and abroad). In addition, a slowdown in the growth of the e-commerce market could also impact the growth in the parcels distribution and fulfillment business. Finally, the uncertainties related to the Brexit might also impact our European parcel activities.

Operational risks – Business risks

bpost faces some operational challenges that require an appropriate level of management attention. bpost initiates mitigating action plans if and when needed. More details on the internal control and risk management system can be found in the Corporate Governance Statement.

Related to the agility and flexibility of the bpost network

Due to the relative fixed nature of its cost base,

a decline in mail volumes may translate into a significant decline in profit, unless bpost can reduce its costs. Accordingly, bpost has introduced multiple levers for transformation of the legacy business (e.g. alternative distribution model, network optimization, etc.). However, there can be no assurance that bpost will realize all of the benefits expected from such initiatives. Some of the critical elements for success are change management, project prioritization and stakeholder alignment.

Related to Information and Communication Technology

bpost relies on Information and Communication Technology ("ICT") systems to provide most of its services. The systems are subject to risks, such as power outages, disruptions of internet traffic, software bugs and problems arising from human error. This may result in loss of data or significant disruption of bpost's operations. In addition, in a world of constant connectivity and dependency on information that is processed and stored electronically, the lack of protection of confidential and/or sensitive information may result in inappropriate information sharing.

Related to the integration of recent acquisitions

To pursue its growth ambitions, bpost has bought several companies during the last few years. The most important acquisition was Radial in the US. However, even though bpost has strengthened its post-merger integration activities, it remains uncertain whether bpost will bring the integrations to a successful end and whether bpost's subsidiaries will actually realize the related business plans.

Related to the attractiveness of bpost as employer

bpost may face difficulties to attract and retain the operational workforce it needs to ensure dayto-day delivery of mail and parcels. In addition, as any large employer, talent management in view of effective succession planning for critical functions and successful in-sourcing certain new capabilities may also be challenging.

Related to the business continuity

bpost's ability to serve its customers and the public in general depends highly on the sorting centers where bpost centralizes, sorts and prepares the mail and parcels for distribution. In Belgium, bpost operates six sorting centers. If one or more of these facilities were to shut down for a period of time due to, e.g., power outage, accident, strike action, natural disaster resulting in fire or flooding, terrorist attack or otherwise, bpost may be unable to distribute or comply with delivery times for a period of time. This could have a negative impact on bpost's reputation, customer satisfaction and financial performance.

Related to "Force Majeure"

The risk of a potential prolonged interruption of operations due to extreme natural events as a result of climate change (e.g., fire, flood, storm, and increase in employees' health issues due to pollution) has increased. bpost seeks to prevent damage to buildings and interruptions to operations as much as possible through prevention and contingency programs. The

detrimental conseSuences of these risMs are covered by insurance policies.

+t should be noted that bpostos %orporate Social 4esponsibility strategy includes ambitious targets to reduce bpostos )reenhouse )as p)h)q emissions 6his should limit climate change and the occurrence of eZtreme natural events

ORGTCVKQPCN TKUMU (KPCPEKCN TKUMU

Climate change risk

0eZt to the rise of natural disasters and health issues associated to climate change and Yhich could aːect our operations carbon taZes emissions trading schemes and fuel taZes are also eZpected to feature prominently in the coming regulations #verage carbon prices could increase more than sevenfold to 7S&| per metric ton by

6he eːects of rising carbon prices on companies Yill be both dynamic and compleZ

  • %ompanieso costs Yill rise in proportion to the total emissions generated by themselves and possibly their suppliers.
  • Selling prices are liMely to rise to oːset cost increases at an industry level
  • &emand could fall reflecting the price sensitivity of customers in each marMet aːected shrinMing companieso sales and costs

bpost monitors the carbon price risM and taMes measures to reduce its carbon footprint Yithin the frameYorM of its %orporate Social 4esponsibility strategy

\$y adopting carbon pricing forecasts and estimated internal carbon prices bpost is able to outpace the cost of intensifying carbon regulations and adapt to business in a loYcarbon economy

0eZt to the forecasting of carbon pricing bpost is also YorMing at eːectively reducing its emissions #Yare of the ecological impact of the groYing parcel distribution bpost has draYn up a neY %12 reduction obLective aimed at reducing emissions from the activities of the entire bpost )roup by at least by compared to 6he obLective has been approved by the nScience \$ased 6argeto initiative that guarantees that the company is in line Yith the climate targets of the 2aris #greement 6o achieve this goal bpost Yill among others replace of its diesel vehicles by an electric alternative by

Exchange rate risk

+n its operational and ˑnancial activities bpost is eZposed to foreign eZchange rate fluctuations Yhich impacts the balance sheet and the income statement

6hese eZchange rate risMs consist i|of transaction risM related to operational activities Yith cash floYs in foreign currency or related to investments and ii|of translation risM related to the consolidation in Euro of subsidiaries Yhose functional currency is not the Euro bpostos functional currency 6he main eZposure to foreign eZchange rate risM corresponds to assets in|7S&

*edging instruments are used to mitigate these impacts.

Interest rate risk

bpostos associate bpost banM is liMe any other banM subLect to the interest rate risM Yhich directly influences its margin +nterest rates liMeYise influence valuation of bpost banMos bond portfolio Yhich is classiˑed on the statement of ˑnancial position of bpost banM as *old to %ollect ˑnancial assets %hanges in valuation are reflected as fair value through other comprehensive income Since bpost banM is an eSuity accounted entity of the change in its eSuity directly influences the consolidated eSuity of bpost 6he folloYing table illustrates the impact of a relative change in interest rates of from to for instance on bpost banMos eSuity and through the eSuity picM up on bpost

AU CV DGEGODGT

+n million E74
ESuity bpost banM (0.2) 0.2
ESuity bpost

bpost is also directly eZposed to interest rate fluctuations through its eZternal ˑnancing *oYever bpost mitigates this risM achieving a balance betYeen ˑZed and variable rates 6his balance currently consists mainly of ˑZed rates but may evolve according to marMet situation

+n order to manage the interest rate structure of its debt bpost may use hedging instruments such as interest rate sYaps #ny substantial change in the rate structure reSuires prior validation from the )roup EZecutive %ommittee

6he table beloY illustrates the impact of a change in interest rates of bp from to for eZample on the debt eZposed to floating rates ie the term loan in 7S& and the European +nvestment \$anM loan in|E74 +nterest is calculated as Euribor7S& .ibor plus margin #s the margin is determined in the contract the sensitivity analysis only applies on the Euribor 7S& .ibor MnoYn as the qbase rateq #s the Euribor is currently floored at \ero in the contracts a decrease of bp on the Euribor has a signiˑcantly loYer impact than an increase of bp %onseSuently the sensitivity analysis is asymmetrical

AU CV DGEGODGT

+n million E74 Sensitivity to a bp
movement in marMet interest
rates
Sensitivity to a bp
movement in marMet interest
rates
Impact on costs

(inancial results of bpost are also influenced by the evolution of the discount rates used to calculate the employee beneˑts obligation #t &ecember| an increase by of the average discount rates Yould generate a decrease of ˑnancial charge of E74||million # decrease by of the average discount rates Yould increase ˑnancial charges by E74||million (or further detail see note|

Credit risk

bpost is eZposed to credit risMs through its operational activities in the investment and management of its liSuidities banMs and through its investment in bpost banM

AU CV DGEGODGT

+n million E74 2018
*eld to maturity ˑnancial assets 0.0 0.0
%ash and %ash eSuivalents
6rade and other receivables
Credit risk classes of financial assets 1,392.1 1,185.4

ORGTCVKQPCN CEVKXKVKGU

6he credit risM by deˑnition only concerns that portion of bpostos activities that are not paid upfront in cash bpost 08S# actively manages its eZposure to credit risM by investigating the solvency of its customers 6his translates into a credit rating and a credit limit \$oth are folloYed up on a daily basis for all \$elgian and foreign customers

s from ,anuary| Yith the adoption of +(4S| (inancial instruments bpost 08S# recogni\ed on all of its trade receivables an alloYance for eZpected credit losses based on the lifetime eZpected credit

losses E%. model #s trade receivables do not contain a signiˑcant ˑnancing component bpost opted to apply the simpliˑed approach to calculate the eZpected credit loss rate Yith the use of a provision matriZ based on the historical default rates adapted for current and forYard looMing information 2rior to the adoption of +(4S| an individual assessment of the recoverability of the receivables Yas made and an impairment Yas recogni\ed Yhere cash settlement Yas Yholly or partially doubtful or uncertain

6he folloYing table summari\es the movement in the provision for eZpected credit losses

+n million E74 2018
At 1 january 17.5 13.4
+mpairments #dditions through business combinations
+mpairments #dditions 1.0 2.2
+mpairments 7tili\ation
+mpairments 4eversal
+mpairments 6ranslation diːerences 0.0
At 31 december 18.5 17.5

6he ageing analysis of the trade receivables and the credit risM eZposure folloYing the provision matriZ is as folloYs

AU CV DGEGODGT

AU CV DGEGODGT

+n million E74 &ays past due
%urrent days
days
days 1utstand
ing balance
S)E+ in
default
Total
Estimated total gross carrying
amount at default
67.7
EZpected credit loss rate
#lloYance for eZpected credit losses (2.2)
Trade receivables 566.9 64.3 5.6 9.3 0 646.0

s disclosed in note| bpost reserved an amount of E74||million as an outstanding receivable for the reduction of the S)E+ compensation of and considered this receivable to be in default

IPXGUVOGPV QH NKSWKFKVKGU

4egarding bpostos investment of its liSuidities Yhich includes cash and cash eSuivalents and investment securities the eZposure to credit risM arises from default of the counterparty Yith a maZimum eZposure eSual to the carrying amount of these instruments

DRQUV DCPM

bpost banM invests the funds that have been deposited by its customers 6he banM has adopted a strict investment policy that determines an overall allocation of the investments across \$elgian State

6he maturity of the liabilities in the previous reporting period Yere as folloYs

bonds other sovereign bonds and bonds from ˑnancial and commercial corporations as Yell as mortgages 2er &ecember| bpost banM had invested the funds deposited by its customers in interbanM assets E74||million loans and advances to customers mainly mortgage and term loans E74||million and securities mainly government bonds and corporate bonds E74||million +n addition maZimum concentration limits per issuer per sector per rating per country and per currency have been established and are constantly monitored

Liquidity risk

bpostos current liSuidity risM is limited due to the high level of cash at hand and due to the fact that a signiˑcant portion of its revenues is paid by its customers prior to bpost performing the service

+n million E74 %744E06
less than year
010%744E06
Yithin year but not
later than years
later than years
31 december 2017
(inance lease obligations
6rade and other payables 0.0
\$anM loan 0.0
+n million E74 %744E06
less than year
010%744E06
Yithin year but not
later than years
later than years
31 december 2018
(inance lease obligations
6rade and other payables 0.0
\$anM loan 0.0
.ong6erm bond 0.0 0.0
%ommercial papers 0.0 0.0
Other loans 0.0

6he above contractual maturities are based on the contractual undiscounted payments Yhich may diːer from the carrying values of the liabilities at the statement of ˑnancial position date

6he liSuidity risM is further mitigated by committed credit lines scaled according to the magnitude of bpost operations.

%CRKVCN OCPCIGOGPV RQNKEKGU CPF RTQEGFWTGU

bpost seeMs an optimal balance betYeen its net debt and its operating cash floY and manages the ˑnancial structure maZimi\ing the value for shareholders +n this conteZt it may choose to adLust the amount of dividends paid carry out transactions impacting the number of shares or sell assets scaling bacM its net debt

bpostos policy is also to maintain an intrinsic solid investment grade credit proˑle 1ne of the most thoroughly folloYed indicators is the ratio betYeen i|the operating cash floYs less ˑnancial eZpenses and paid taZes and ii|the adLusted net debt

6he table beloY gives an overvieY of the net debt net cash position as Yell as the eSuity position

+n million E74 2018
restated
Capital
+ssued capital
4eserves
(oreign currency translation
4etained earnings
0oncontrolling interests
Total 702.3 777.8 777.8
Net Debt / (net cash)
+nterest bearing loans and borroYings
0oninterest bearing loans and borroYings 0.1
+nvestment securities 0.0 0.0 0.0
%ash and cash eSuivalents
Total 344.8 289.4 292.4

AU CV DGEGODGT

FINANCIAL CONSOLIDATED STATEMENTS

+n ,anuary| bpost 08S# acSuired the remaining shares in 2arcify 08 to reach a total of sh ares for an amount of E74||million

%QPVKPIGPV EQPUKFGTCVKQP HQT D[PC)TQWR

+n ,anuary| bpost 08S# paid E74||million in eZecution of the contingent consideration agreement 6he fair value of the contingent consideration Yas recogni\ed as a liability 6he payment had no impact on the originally calculated goodYill nor on the result of the year 6he remaining contingent consideration payable in Yas capped at E74||million amongst others based upon ˑnancial results and for Yhich E74||million Yas recorded as a current liability at year end

%QPVKPIGPV EQPUKFGTCVKQP HQT (TGKIJV DKUVTKDWVKQP /CPCIGOGPV (D/

+n (ebruary| bpost 08S# paid #7& |million E74||million in eZecution of the contingent consideration agreement and based upon the &ecember| performance of (reight &istribution /anagement Systems 2ty .td and (&/ 9arehousing 2ty .td 6he fair value of the contingent consideration Yas recogni\ed as a liability 6he payment had no impact on the originally calculated goodYill nor on the result of the year

2WTEJCUG RTKEG CNNQECVKQP HQT VJG GPVKVKGU \$WDDNG 2QUV

1n #ugust| bpost 08S# entered into an agreement for the acSuisition of \$ubble 2ost 08 S# \$esides its eZperience in sustainable urban delivery \$ubble 2ost also has eZtensive MnoYledge of refrigerated and fro\en transport for among others hospitality Yholesalers and delivery of prepared meals and food boZes

bpost acSuired of the shares of \$ubble 2ost for an amount of E74| and committed to maMe E74||million of funds available +n addition the agreement includes a contingent consideration arrangement and foresees an additional remuneration based on the E\$+6 achieved in \$ased on the last forecast no liability for the contingent consideration Yas recogni\ed 6here is no material sensitivity for bpost to variations in the contingent consideration 6he company Yas consolidated Yithin the 2. operating segment using the fullintegration method as from #ugust| 6ransaction costs Yere eZpensed and Yere included in the operating eZpenses in

6he calculated goodYill is presented as folloYs

(CKT XCNWG QH VJG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP VJG CESWKTGF GPVKVKGU

+n million E74
Non-Current Assets 0.7
2roperty plant and eSuipment
+ntangible assets
6rade and other receivables 0.0
Current Assets 1.2
+nventories 0.0
6rade and other receivables
%ash and cash eSuivalents
Non-Current Liabilities (1.7)
+nterestbearing loans and borroYings
6rade and other payables 0.0
Current Liabilities (4.4)
+ncome taZ payable 0.0
6rade and other payables
Fair value of net assets acquired (4.2)
)oodYill arising on acSuisition
Purchase consideration transferred 0.0
of Yhich
%ash paid in
%ontingent consideration 0.0

APCN[UKU QH ECUJ ˒QYU QP CESWKUKVKQP

Net cash outflow 0.1
%ash paid in
0et cash acSuired Yith the
subsidiaries
+n million E74

6he fair value of the trade receivables amounted to E74||million and it is eZpected that the full contractual amounts can be collected

(or \$ubble 2ost contributed E74||million of revenue and E74||million to proˑt before taZ from continuing operations of the )roup

6he resulted goodYill of E74||million derives from eZpected synergies from combining operations of bpost and its subsidiaries 0one of the goodYill is eZpected to be deductible for income taZ purposes

2WTEJCUG RTKEG CNNQECVKQP HQT VJG GPVKVKGU QH RCFKCN

1n 0ovember| bpost 08S# through its subsidiary bpost 0orth #merica *oldings +nc acSuired of the issued and outstanding eSuity interests of the 4adial *oldings .2 and 4adial +++ )2 ..% p4adialq after having obtained all necessary approvals from the relevant competition authorities 6he acSuisition of 4adial a leading provider of integrated ecommerce logistics perfectly ˑts Yithin bpostos groYth strategy +t alloYs bpost to scale its eZisting 7S presence and

eZpand its product oːering into valueadded activities that cover the entire value chain in ecommerce logistics and omnichannel technology 4adial Yas consolidated Yithin the 2. operating segment using the fullintegration method as from 0ovember| 6he purchase price for of the shares amounted to 7S&||million Yhich has been paid in 6ransaction costs of 7S&||million Yere eZpensed and Yere included in the operating eZpenses in

6he calculated goodYill is presented as folloYs

(CKT XCNWG QH VJG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP VJG CESWKTGF GPVKVKGU

In million USD
2reliminary goodYill (inal goodYill
Non-Current Assets 177.9 354.0
2roperty plant and eSuipment 202.2
+ntangible assets
6rade and other receivables 7.2 7.2
Current Assets 290.8 285.3
+nventories 0.2 0.2
6rade and other receivables
%ash and cash eSuivalents
Non-Current Liabilities (23.0) (36.1)
+nterestbearing loans and borroYings
6rade and other payables
2rovisions 0.0
&eferred taZ liabilities (0.2) (0.2)
Current Liabilities (312.9) (314.6)
+nterest bearing loans and borroYings (0.7) (0.7)
2rovisions 0.0
+ncome taZ payable
6rade and other payables
Fair value of net assets acquired 132.8 288.6
)oodYill arising on acSuisition
Purchase consideration transferred 804.6 804.6
of Yhich
%ash paid in
%ontingent consideration

APCN[UKU QH ECUJ ˒QYU QP CESWKUKVKQP

In million USD In million USD
(678.0) (678.0)

6he fair value of the current and noncurrent trade receivables amounted to 7S&||million and it is eZpected that the full contractual amounts can be collected

6he initial goodYill had been reduced by 7S&||million folloYing the fair value impacts and the purchase price allocation 6he adLustment to fair value consisted amongst others of the recognition of intangible assets customer relationships useful life year inhouse developed technology useful life |year and tradename useful life year respectively for an amount of 7S&||million 7S&||million and 7S&||million 6he net impact of fair value adLustment of ˑZed asset noncurrent provisions and trade payables amounted to 7S&||million #ssets Yere fairly valued Yith the assistance of an eZternal independent eZpert 6he increased depreciation charges on the fair value impact on intangible assets Yas partially oːset by the loYer depreciation charges on the fair value impact on tangible assets as the useful live of the tangible assets has been prolonged the impact of these from acSuisition date to |&ecember| Yere not material

(or 4adial contributed E74||million of revenue and E74 s|million to proˑt before taZ from continuing operations of the )roup

6he resulting goodYill of 7S&||million derives from future groYth and eZpected synergies 0one of the goodYill is eZpected to be deductible for income taZ purposes

AESWKUKVKQP QH /AI. IPE

+n ,anuary| .andmarM )lobalos /ail &ivision /S+ acSuired of the shares of /#+. +nc 6his company is active in the ˑeld of business mail catalogue distribution for reetailers and mailroom services as Yell as parcel distribution and bpost paid an amount of 7S&||million /#+. +nc Yas consolidated Yithin the 2. operating segment using the fullintegration method as from ,anuary| 6ransaction costs Yere eZpensed and are included in the operating eZpenses

6he calculated goodYill is presented as folloYs

(CKT XCNWG QH VJG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP VJG CESWKTGF GPVKV[

+n million 7S&
Current Assets 1.4
+nventories
6rade and other receivables 0.6
%ash and cash eSuivalents
Non-Current Liabilities (0.1)
&eferred taZ liabilities
Current Liabilities (0.5)
6rade and other payables
Fair value of net assets acquired 0.9
)oodYill arising on acSuisition
Purchase consideration
transferred
4.0
of Yhich
%ash paid
%ontingent consideration

APCN[UKU QH ECUJ ˒QYU QP CESWKUKVKQP

In million USD
0et cash acSuired Yith the subsidiary
%ash paid
Net cash outflow (3.1)

6he fair value of the current and noncurrent trade receivables amounted to 7S&||million and it is eZpected that the full contractual amounts can be collected

(or /#+. +nc contributed E74||million of revenue and E74||million to proˑt before taZ from continuing operations of the )roup

6he resulting goodYill of 7S&||million derives from future groYth and eZpected synergies 0one of the goodYill is eZpected to be deductible for income taZ purposes.

AESWKUKVKQP QH I/E: )NQDCN SQNWVKQPU ..%

+n ,anuary| .andmarM )lobalos /ail &ivision /S+ acSuired of the shares of +/E: )lobal Solutions ..% +/E: )lobal Solutions ..% is a rd party logistics company in the 7S active in crossborder publication and mail delivery and bpost paid an amount of 7S&||million 6his company is consolidated Yithin the 2. operating segment using the fullintegration method as from ,anuary|

6he calculated goodYill is presented as folloYs

(CKT XCNWG QH VJG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP VJG CESWKTGF GPVKV[

In million USD
Non-Current Assets 4.8
2roperty plant and eSuipment 0.7
+ntangible assets
6rade and other receivables 0.2
Current Assets 6.4
+nventories 0.2
6rade and other receivables
%ash and cash eSuivalents 0.2
Current Liabilities (5.1)
6rade and other payables
Fair value of net assets acquired 6.1
)oodYill arising on acSuisition 2.0
Purchase consideration
transferred
8.1
of Yhich
%ash paid
%ontingent consideration

APCN[UKU QH ECUJ ˒QYU QP CESWKUKVKQP

In million USD
0et cash acSuired Yith the subsidiary 0.2
%ash paid
Net cash outflow (7.9)

6he fair value of the current and noncurrent trade receivables amounted to 7S&||million and it is eZpected that the full contractual amounts can be collected

6he adLustment to fair value folloYing the purchase price allocation consisted of the recognition of intangible assets customer relationships useful life |year for an amount of 7S&||million

(or +/E: )lobal Solutions contributed E74||million of revenue and E74||million to proˑt before taZ from continuing operations of the )roup

6he resulting goodYill of 7S&||million derives from future groYth and eZpected synergies 0one of the goodYill is eZpected to be deductible for income taZ purposes.

AESWKUKVKQP QH .GGP /GPMGP (QQFUGTXKEG .QIKUVKEU \$8

1n ,anuary| bpost acSuired the &utch company .een /enMen (oodservice .ogistics \$8 .een /enMen (oodservice .ogistics \$8 is a logistic operator for the transport of refrigerated and fro\en products for ecommerce bpost paid an amount of E74||million for of the shares and furthermore performed a capital increase of E74||million +n addition the agreement includes a contingent consideration arrangement and foresees an additional remuneration Yhich can amount up to E74||million 6he company Yas consolidated Yithin the 2. operating segment using the fullintegration method as from ,anuary| 6ransaction costs Yere eZpensed and are included in the operating eZpenses

6he calculated goodYill is presented as folloYs

(CKT XCNWG QH VJG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP VJG CESWKTGF GPVKV[

In million EUR
Non-Current Assets 4.7
2roperty plant and eSuipment
Current Assets 4.2
+nventories
6rade and other receivables
%ash and cash eSuivalent (0.2)
Current Liabilities (5.4)
+nterest bearing loans and borroYings (0.2)
6rade and other payables
Fair value of net assets acquired 3.5
)oodYill arising on acSuisition
Purchase consideration
transferred
4.7
of Yhich
%ash paid
%ontingent consideration

FINANCIAL CONSOLIDATED STATEMENTS

APCN[UKU QH ECUJ ˒QYU QP CESWKUKVKQP

Net cash outflow (3.4)
%ash paid
0et cash acSuired Yith the subsidiary (0.2)
In million EUR

6he fair value of the current and noncurrent trade receivables amounted to E74||million and it is eZpected that the full contractual amounts can be collected

(or .een /enMen contributed E74||million of revenue and E74||million to proˑt before taZ from continuing operations of the )roup

6he resulting goodYill of E74||million derives from future groYth and eZpected synergies 0one of the goodYill is eZpected to be deductible for income taZ purposes.

AESWKUKVKQP QH APVJKNN \$8

+n /arch| bpost acSuired of the shares of the &utch company #nthill \$8 Yhich holds of the shares in #ctive #nts \$8 #ctive #nts provides efulˑlment and transport services to companies active in ecommerce #ctive #nts provides storage services does the picM pacM activity and ships the products #nthill solely functions as a holding company bpost paid an amount of E74||million for of the shares and performed a capital increase of E74||million to obtain an additional of the shares 0eZt to that the agreement foresees a contingent consideration based upon the E\$+6&# Yhich can amount up to E74||million 6he company Yas consolidated Yithin the 2. operating segment using the fullintegration method as from /arch| 6ransaction costs Yere eZpensed and are included in the operating eZpenses

6he preliminary calculated goodYill is presented as folloYs

(CKT XCNWG QH VJG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP VJG CESWKTGF GPVKVKGU

+n million E74
Non-Current Assets 5.0
2roperty plant and eSuipment
6rade and other receivables
Current Assets 5.3
+nventories
6rade and other receivables
%ash and cash eSuivalents
Non-Current Liabilities (1.1)
+nterestbearing loans and borroYings
6rade and other payables
Current Liabilities (6.3)
+nterest bearing loans and borroYings
6rade and other payables (2.2)
Fair value of net assets acquired 2.9
)oodYill arising on acSuisition
Purchase consideration transferred 7.8
of Yhich
%ash paid 7.0
%ontingent consideration

APCN[UKU QH ECUJ ˒QYU QP CESWKUKVKQP

+n million E74
0et cash acSuired Yith the
subsidiaries
%ash paid (7.0)
Net cash outflow (3.8)

6he fair value of assets acSuired and liabilities assumed at acSuisition date could not be assessed yet %onseSuently the determination of the carrying amount of the acSuired entity and the purchase price allocation of the acSuisition are still under revieY and Yill be fully disclosed in

(rom the date of acSuisition #nthill \$8 contributed E74||million of revenue and E74||million to proˑt before taZ from continuing operations of the )roup given the volatility of the ˑgures no ˑgures are disclosed for the period starting from the beginning of the year

Segment information

bpostos business is organi\ed based on business units service units and corporate units Eːective ,anuary| it has operated through tYo business units the /4S business unit and the 2. business unit

6he /ail 4etail Solutions business unit /4S oːers solutions to big customers private and public self employed YorMers and small and medium businesses on the one hand and serves residential customers as Yell as all customers using mass marMet channels such as the post o˓ces the 2ost 2oints point of sales of 7biYay or bpostos eShop to purchase their mail press and other products on the other hand +t also sells banMing and insurance products under an agency agreement Yith bpost banM and #) +nsurance and oːers to its clients a number of other payment products

6he 2arcels .ogistics 2. business unit speciali\es in YorldYide mail parcel and ecommerce logistics solutions fulˑllment handling delivery and return management

bpost provides products and services based on the folloYing product lines i|transactional mail ii|advertising mail iii|press iv|domestic parcels v|international parcels vi|logistic solutions vii|valueadded services viii|international mail iZ|banMing and ˑnancial products Z|distribution and Zi|retail other 4evenue from the transactional mail advertising mail press distribution and banMing and ˑnancial products are included Yithin the /4S business unit 4evenue from the international mail logistic solutions and parcels product lines are included Yithin the 2. business unit 4etail other revenue and valueadded services are allocated across the /4S and 2. business units

bpost has service units that support the business Yhose costs are recharged to the business and corporate units using a cost allocation mechanism 6he service units include the /ail Service 1perations /S1 unit +nternational 1perations +12S unit the +%6 and Service 1perations units the )lobal Service 1rgani\ation )S1 and the *uman 4esources 1rgani\ation *41 unit 6he /S1 service unit is in charge of collecting sorting and distributing mail and parcels in \$elgium 6he +12S service unit comprises the operations of the European /ail %enter Yhich is located at \$russels #irport and serves as a hub for international mail and parcels

bpostos corporate units include (inance eZcluding )S1 .egal4egulatory%orporate/#Strategy and +nternal #udit and some costs related to the employee related liabilities and provisions 6he costs of the corporate units are not recharged to other units and are reported under the category p%orporateq

6he tYo business units /4S and 2. are also operating segments for ˑnancial reporting purposes 1perating income at the level of each of these tYo segments captures eZternal sales to third parties 6he sum of the operating income of the tYo segments together Yith the operating income of the reconciling category p%orporateq ties in Yith bpostos operating income bpost computes its proˑt from operating activities E\$+6 at the segment

6he operating segments are the loYest level on Yhich performance is assessed by the %hief 1perating &ecision /aMer %1&/ under the deˑnition of +(4S| 6he %1&/ is the \$oard of &irectors and the Mey proˑt or loss measure used by the %1&/ is E\$+6

6he table beloY presents the evolution per business unit for the years ended &ecember| and

+n million E74 2018
MRS
P&L
Total operating income of operating segments 3,811.9 2,981.0
%orporate
4econciling category
Total operating income 3,850.2 3,023.8

AU CV DGEGODGT

6otal operating income attributable to the /4S operating segment decreased by E74||million in mainly driven by the underlying volume decrease in &omestic mail and the decrease of \$anMing and ˑnancial products partly oːset by the improvement of the price and miZ of &omestic mail and the increase of 8alue added Services driven by the management of crossborder ˑnes on behalf of the \$elgian State

  1. operating income increased in by E74||million to E74||million 6his increase Yas mainly due to the integration of 4adial eZcellent organic volume groYth of &omestic 2arcels Yhich noted a volume groYth of
    driven by ecommerce groYth along Yith the increase of +nternational 2arcels and +nternational /ail

+ntersegment sales are immaterial 6here is no internal operating income

EZcluding the remuneration received to provide the services as described in the management contract and press concessions see notes||and no single eZternal customer eZceeded of bpostos total operating income

6he evolution per product line can be summari\ed as folloYs

For the year ended 31 December

+n million E74 2018 Evolution
Domestic mail 1,339.5 1,353.4 -1.0%
Transactional mail
#dvertising mail
Press
Parcels 1,561.4 796.1 96.1%
Domestic parcels
International parcels 222.6
.ogistic Solutions
Additional sources of revenues 911.0 831.5 9.6%
International mail
8alue added services
\$anMing and ˑnancial products
Distribution
Retail & Other
Corporate (Reconciling post) 38.3 42.9 -10.7%
Total operating income 3,850.2 3,023.8 27.3%

6he folloYing table presents the operating income from eZternal customers attributed to \$elgium rest of Europe 7nited States of #merica and rest of the Yorld from Yhich bpost derives its operating income 6he allocation of the operating income of the eZternal customers is based on the location of the entity generating the operating income

AU CV DGEGODGT

+n million E74 2018 Evolution
\$elgium
Rest of Europe
USA
4est of Yorld 51.5
Total operating income 3,850.2 3,023.8 27.3%

6he folloYing table presents the noncurrent assets1 attributed to \$elgium 4est of Europe 7nited States of #merica and 4est of the Yorld

AU CV DGEGODGT

+n million E74 2018 Evolution
\$elgium 703.4
Rest of Europe
USA 735.1
4est of Yorld
Total non-current assets 1,612.9 1,635.9 -1.4%

6he folloYing table presents E\$+6 information about bpostos operating segments for the years ended &ecember| |and

AU CV DGEGODGT

+n million E74 2018
MRS
P&L 35.3
Total EBIT of operating segments 403.5 502.8
%orporate
4econciling category
Total EBIT 393.4 492.9

6he E\$+6 attributable to the /4S operating segment decreased by E74||million in as the loYer revenues for &omestic /ail could not be compensated by cost savings

6he E\$+6 attributable to the 2. operating segment decreased by E74||million compared to from E74||million to E74||million 6he revenue increase Yas outpaced by the cost increase partially

due to depreciation at 4adial Yhich is impacted by the %#2E: investments from the past

6he E\$+6 attributable to the %orporate reconciliation category slightly decreased by E74||million in

6he folloYing table presents E#6 information about bpostos operating segments for the years ended &ecember| |and

AU CV DGEGODGT

+n million E74 2018
MRS
P&L 35.3
Total EAT of operating segments 403.5 502.8
%orporate
4econciling category

6otal noncurrent assets consist out of property plant and eSuipment intangible assets investment properties and trade and other receivables |year

(inancial details for the year ended &ecember| |and on the corporate segment reconciliation post are as folloYs

AU CV DGEGODGT

+n million E74 2018
Operating income 38.3 42.9
%entral departments
(inance
eZcl )S1 .egal +nternal #udit %E1 e
Other reconciliation items
Operating expenses (48.4) (52.7)
EBIT corporate (Reconciling category) (10.1) (9.9)
Share of proˑt of associates 11.5
(inancial 4esults
+ncome 6aZ eZpense
EAT corporate (Reconciling category) (139.8) (179.8)

(inancial income ˑnancial costs share of proˑt of associates and income taZ eZpenses are all included in the reconciling category p%orporateq

ssets and liabilities are not reported per segment to the \$oard

4evenue

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
4evenue eZcluding the S)E+ remuneration
S)E+ remuneration 270.0
Total 3,774.4 2,972.2

&isclosures concerning the nature the amount timing and uncertainty of revenue and cash floYs arising from contracts Yith customers revenues can be found bacM in the sections |basis of preparation +(4S| transition |summary of signiˑcant accounting policies performance obligations |segment information disaggregation of revenue and |trade and other payables remaining performance obligation Signiˑcant Ludgements are disclosed Yithin section||signiˑcant accounting Ludgements and estimates.

1ther operating income

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
)ain on disposal of property plant and eSuipment 30.5
\$eneˑts in Mind 0.1
4ental income of investment property
6hird party cost recovery 10.3
)ain on contingent considerations
Other Retail income
Other 9.9
Total 75.8 51.6

)ains on disposal of property plant and eSuipment Yhich mainly relate to the sales of buildings increased by E74||million 6his increase compared to last year Yas mainly due to the si\e of the buildings sold eg 1ld \$russels :

6hird party costs recovery decreased by E74||million and mainly relates to the reimbursements by third parties of nonordinary services provided by 7biYay and other subsidiaries as Yell as the sales reali\ed by bpostos restaurants

1n &ecember| |an amendment to the share purchase agreement of &yna)roup Yas made for the payment of an accelerated contingent consideration based upon Yhich bpost reversed out of the outstanding liability an amount of E74||million +n |an amount of E74||million Yas reversed out of the outstanding liability related to the contingent consideration of &yna)roup as certain criteria Yere not achieved (urthermore in bpost decided to eZit the participation in de \$uren through the put option foreseen in the initial purchase contract this triggered the reversal of the contingent consideration Yhich amounted to E74||million

1ther 4etail income mainly consisted of nonspeciˑc product income in the retail channel

1ther sources of operating income mainly consisted of reimbursements by third parties toYards bpost and its subsidiaries and income of other services provided by its subsidiaries

1ther operating eZpense

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
2rovisions
.ocal real estate and other taZes 11.5
+mpairment on trade receivables 10.5
Penalties 0.3
Other
Total 9.8 5.6

1ther operating eZpenses increased by E74||million versus last year EZcluding the integration of the neY subsidiaries operating eZpenses decreased by E74||million mainly due to the reversal of provisions

Services and other goods

6he cost of goods and services increased by E74||million or E74||million eZcluding the integration of the neY subsidiaries 6his increase Yas mainly due to increased rent and rental

costs E74||million maintenance and repairs E74||million energy costs E74||million insurance costs E74||million transport costs E74||million and other services E74||million

+n million E74 2018 Evolution
4ent and rental costs
/aintenance and repairs
Energy delivery
1ther goods 26.2
2ostal and telecom costs
Insurance costs
Transport costs
2ublicity and advertising
%onsultancy
+nterim employees
6hird party remuneration fees
1ther services
Total 1,556.2 972.8 60.0%

  • 4ental costs have increased by E74||million or eZcluding the integration of the neY subsidiaries by E74||million mainly due to the neY \$russels sorting center 0\$: and the groYing fleet
  • 6he increase of maintenance and repairs by E74||million Yas mainly caused by the integration of the neY subsidiaries E74||million
  • Energy delivery costs increased by E74||million or E74||million eZcluding the integration of the neY subsidiaries mainly due to higher fuel prices and the groYing fleet

2ayroll costs

(QT VJG [GCT GPFGF DGEGODGT

  • 6ransport costs amounted to E74||million E74||million higher compared to previous year mainly due to scope change E74||million the evolution of international activities and higher domestic parcel volumes
  • 6he groYth in interim costs Yas driven by the integration of the neY subsidiaries see also section payroll costs
  • 1ther services increased by E74||million mainly due to the integration of the neY subsidiaries E74||million
+n million E74 2018
Employee remuneration
Social security contribution 202.6
&eˑned beneˑt and deˑned contribution plans 13.4
Other personnel costs 40.3
Total 1,455.6 1,206.7

s at &ecember| the headcount of bpost amounted to and Yas composed as folloYs

  • Statutory personnel
  • %ontractual personnel

6he average (6E number for Yas

(inancial income and ˑnancial cost

6he folloYing amounts have been included in the +ncome Statement line for the reporting periods presented

+n million E74 2018
(inancial income
(inancial costs
Total (23.8) (13.7)

(KPCPEKCN KPEQOG

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
+nterest income from ˑnancial assets at fair value through 2. designated as such
upon initial recognition
0.0 0.0
+nterest income from ˑnancial assets held to maturity 0.0 0.0
+nterest income from short term banM deposits 0.0 0.0
Interest income from current accounts 0.4
)ain from eZchange diːerences 5.1
Other 0.6
Financial income 6.1 5.8

(KPCPEKCN EQUVU

+n million E74 2018
(inancial costs on beneˑt obligations
+#S
3.0 6.0
Interest on loans 4.7 0.7
+nterest and costs related to longterm bond 4.4 0.0
7nYinding of prehedge interest sYap 0.0
.oss from eZchange diːerences
+mpairment currentˑnancial assets 0.1
7nYinding of discount and eːect of changes in discount rate on contingent
consideration
1.3 2.2
1ther ˑnance costs 5.4
Financial costs 29.9 19.5

+ncome taZ deferred taZ

+ncome taZes recogni\ed in the +ncome Statement can be detailed as folloYs

AU CV DGEGODGT

+n million E74 2018
Tax expense included:
%urrent taZ eZpenses
#dLustment recogni\ed in the current year in relation to the current taZ of prior year
&eferred taZ eZpenses
Total tax expense (117.4) (165.8)

6he reconciliation of the eːective taZ rate Yith the aggregated Yeighted nominal taZ rate can be summari\ed as folloYs

+n million E74 2018
Tax expense using statutory tax rate 112.7 166.1
2roˑt before taZ
Statutory taZ rate
Reconciling items between statutory and effective tax
6aZ eːect of non taZ deductible eZpenses
0otional interests deduction 0.0 0.0
6aZ eːects prior year
6aZ eːect of taZ losses utili\ed by subsidiaries for Yhich no deferred taZ asset Yas
recogni\ed in prior year
Subsidiaries in loss situation for Yhich no deferred taZ asset Yas recogni\ed 11.9
#ssociates
eSuity method
1ther
6aZ eːect of subsidiary liSuidation 0.0
6aZ eːect of the changes in taZ rates 0.0 7.0
1ther diːerences
Total 117.4 165.8
6aZ using eːective rate
current period

2roˑt before income taZ
Eːective taZ rate

+n the eːective taZ rate has been positively impacted by the record of taZ deductions on prior year balance E74||million

+n e:bo 08S# has been liSuidated triggering a positive impact of E74||million

s the \$elgian and 7S corporate taZ reforms had been substantially enacted before &ecember| bpost reassessed their deferred taZ position under +(4S taMing into consideration these neY measures this led to a taZ eZpense of E74||million in

6aZ eːect of the permanent diːerences eZcluding nondeductible eZpenses is included in p1ther diːerencesq caption

0et deferred taZ positions are disclosed by legal entity

(or some subsidiaries bpost did not recogni\e deferred taZ assets for unused taZ losses carried forYard as itos uncertain that taZable proˑt Yill be available against Yhich the deductible temporary diːerence can be utili\ed +n order to determine this bpost used

estimates of taZable income by Lurisdiction in Yhich bpost operates and the period over Yhich deferred taZ assets are recoverable 6he taZ losses for Yhich no deferred taZ asset Yas recogni\ed in entities located in \$elgium can be carried forYard indeˑnitely Yhereas in some other countries there are limitations concerning the carry forYard

s of &ecember| bpost recogni\ed a net deferred income taZ asset of E74||million 6his net deferred income taZ asset is composed as folloYs

AU CV DGEGODGT

+n million E74 2018
Deferred tax assets
Employee beneˑts
2rovisions
6aZ losses carried forYard 41.1
Other
Total deferred tax assets 100.3 58.0
Deferred tax liabilities
2roperty plant and eSuipment 31.1 20.6
+ntangible assets 37.7
Other 0.0
Total deferred tax liabilities 68.8 26.5
Net deferred tax asset 31.5 31.5

&eferred taZ assets related to unused taZ losses for 4adial have been recogni\ed per &ecember| E74||million

s of &ecember| bpost recogni\ed a net deferred income taZ liability of E74||million 6he decrease in net deferred income taZ liability mainly resulted from the depreciations and impairment of intangible assets related to the purchase price allocation 6he net deferred taZ liability is composed as folloYs

AU CV DGEGODGT

In million EUR 2018
Deferred tax assets
Employee beneˑts 0.0 0.0
2rovisions 0.0
6aZ losses carried forYard
Other 0.0 0.0
Total deferred tax assets 2.2 1.1
Deferred tax liabilities
2roperty plant and eSuipment 1.3
+ntangible assets
Other
Total deferred tax liabilities 9.5 13.4
Net deferred tax liability (7.3) (12.3)

Earnings per share

+n accordance Yith +#S| the basic earnings per share amounts are calculated by dividing net proˑt for the year attributable to ordinary eSuity holders of the parent by the Yeighted average number of ordinary shares outstanding during the year

&iluted earnings per share amounts have to be calculated by dividing the net proˑt attributable to ordinary eSuity holders of the parent after adLusting for the eːects of all dilutive potential ordinary shares by the Yeighted average number of ordinary shares outstanding during the year plus the Yeighted average number of ordinary shares that Yould be issued on conversion of all the dilutive potential ordinary shares into ordinary shares

+n case of bpost no eːects of dilution aːect the net proˑt attributable to ordinary eSuity holders and the Yeighted average number of ordinary shares

6he table beloY reflects the income and share data used in the basic and diluted earnings per share computations

+n million E74 2018
Net profit attributable to ordinary equity holders of the parent for basic earnings 264.8 324.9
#dLustments for the eːect of dilution
Net profit attributable to ordinary equity holders of the parent adjusted for the
effect of dilution
264.8 324.9
In million shares
Weighted average number of ordinary shares for basic earnings per share 200.0 200.0
Eːect of dilution
Weighted average number of ordinary shares adjusted for the effect of dilution 200.0 200.0
In EUR
\$asic proˑt for the year attributable to ordinary eSuity holders of the parent
&iluted proˑt for the year attributable to ordinary eSuity holders of the parent

2roperty plant and eSuipment

+n million E74 .and and
buildings
2lant and
eSuipment
(urniture
and
vehicles
(iZtures
and
ˑttings
1ther property
plant and
eSuipment
Total
Acquisition cost
Balance at 1 January 2017 836.1 383.9 259.2 129.5 28.9 1,637.7
#cSuisitions 0.6 27.7
#cSuisitions through business
combinations
6.7 (0.2)
Disposals 0.0
&isposals via business combinations 0.0 0.0 0.0 0.0 0.0 0.0
#ssets classiˑed as held for sale or
investment property
0.0 0.0 0.0
EZchange rate diːerence 0.0
1ther movements
Balance at 31 December 2017
restated
829.6 423.4 419.8 184.5 16.4 1,873.9
Balance at 1 January 2018 restated 829.6 423.4 419.8 184.5 16.4 1,873.9
#cSuisitions
#cSuisitions through business
combinations
6.6 0.0
Disposals 0.0
&isposals via business combinations 0.0 0.0 0.0 0.0 0.0 0.0
#ssets classiˑed as held for sale or
investment property
0.0
EZchange rate diːerence 6.6 7.7
1ther movements 0.6 1.1
Balance at 31 December 2018 717.9 409.8 449.9 195.8 12.8 1,786.2

+n million E74 .and and
buildings
2lant and
eSuipment
(urniture
and
vehicles
(iZtures
and
ˑttings
1ther property
plant and
eSuipment
Total
Revaluation
Balance at 1 January 2017 0.0 0.0 0.0 0.0 7.4 7.4
#ssets classiˑed as held for sale or
investment property
0.0 0.0 0.0 0.0 0.0 0.0
EZchange rate diːerence 0.0 0.0 0.0 0.0 0.0 0.0
1ther movements 0.0 0.0 0.0 0.0 0.0 0.0
Balance at 31 December 2017 0.0 0.0 0.0 0.0 7.4 7.4
Balance at 1 January 2018 0.0 0.0 0.0 0.0 7.4 7.4
#ssets classiˑed as held for sale or
investment property
0.0 0.0 0.0 0.0 0.0 0.0
EZchange rate diːerence 0.0 0.0 0.0 0.0 0.0 0.0
1ther movements 0.0 0.0 0.0 0.0 0.0 0.0
Balance at 31 December 2018 0.0 0.0 0.0 0.0 7.4 7.4
Depreciation and impairment losses
Balance at 1 January 2017 (475.4) (299.4) (222.8) (82.1) (3.7) (1,083.5)
&epreciation through business
combinations
(0.2) 2.0 0.2
Disposals 0.0 0.0 37.9
Depreciation (20.6) 0.0
Impairment losses 0.0 0.0 (0.7) (0.2) 0.0
#ssets classiˑed as held for sale or
investment property
0.0 0.0 0.2 0.0
EZchange rate diːerence 0.0 0.2 0.0
1ther movements (0.2)
Balance at 31 December 2017
restated
(487.9) (298.4) (247.4) (91.0) (3.7) (1,128.5)

.and and
buildings
2lant and
eSuipment
(urniture
and
vehicles
(iZtures
and
ˑttings
1ther property
plant and
eSuipment
Total
(487.9) (298.4) (247.4) (91.0) (3.7) (1,128.5)
(2.2) 0.0
0.0 134.5
0.0 0.0 0.0 0.0 0.0 0.0
0.0
0.0 1.9
0.0
0.0 0.0
0.2 0.0
(423.0) (279.2) (282.9) (96.8) (3.7) (1,085.6)
Carrying amount
#t &ecember restated


#t &ecember


2roperty plant and eSuipment have decreased by E74||million from E74||million to E74||million 6his decrease Yas mainly eZplained by

  • the integration of .een /enMen (oodservice .ogistics +/E: /#+. and #ctive #nts for E74||million
  • acSuisitions E74||million related to production facilities for sorting and printing activities E74||million mail and retail netYorM infrastructure E74||million #6/ and security infrastructure E74||million transportation related infrastructure E74||million and +6 and other infrastructure E74||million
  • depreciation and impairment amounting to E74||million and higher than last year E74||million
  • disposals mainly related to sales of buildings for E74 million
  • transfer to assets held for sale E74||million and to investment property E74||million

ll amorti\ation and depreciation charges are included in the section p&epreciation amorti\ationq of the income statement.

+nvestment property

+n million E74 Land and buildings
Acquisition cost
Balance at 1 January 2017 18.2
#cSuisitions 0.0
6ransfer fromto other asset categories
Balance at 31 December 2017 17.6
Balance at 1 January 2018 17.6
#cSuisitions 0.0
6ransfer fromto other asset categories
Balance at 31 December 2018 61.3
Depreciation and impairment losses
Balance at 1 January 2017 (12.0)
Depreciations
6ransfer fromto other asset categories 0.2
Balance at 31 December 2017 (11.9)
Balance at 1 January 2018 (11.9)
Depreciations
6ransfer fromto other asset categories
Balance at 31 December 2018 (42.6)
Carrying amount

t &ecember

t &ecember

+nvestment property mainly relates to apartments located in buildings used as post o˓ces and the rent of some floors of \$russels central o˓ce +nvestment properties are carried at acSuisition cost less any accumulated depreciation and less any impairment loss 6he depreciation amount is allocated on a systematic basis over useful life in general |years

6he rental income of the investment property amounted to E74||million E74||million 6he estimated fair value of the investment property increased from E74||million to E74||million given the increased number of floors of the %entre /onnaie building ie head o˓ce being rented out

#ssets held for sale

AU CV DGEGODGT

+n million E74 2018
Assets
2roperty plant and eSuipment 0.0 0.6
#lvadis 0.0
de \$uren 0.0
Assets held for sale 14.7 0.6
Liabilities
#lvadis 0.0
de \$uren 0.0
Liabilities directly linked to assets held for sale (10.8) 0.0

2TQRGTV[ RNCPV CPF GSWKROGPV

+n assets held for sale decreased from E74||million to E74||million

6he number of buildings recogni\ed in assets held for sale amounted to at the end of versus at the end of 6he maLority of these assets are retail outlets Yhich are vacant as a conseSuence of the optimi\ation of the post o˓ces and mail center netYorM

2roˑts on disposal of E74||million E74||million Yere accounted for in the income statement in the section other operating income +n E74||million of impairment charges Yere recorded in the section depreciation amorti\ation

ANXCFKU

1n &ecember| bpost decided to start up the sales process of #lvadis 08S# a subsidiary of 7biYay 08S# and #/2 08S#

lvadis provides prepaid cards vouchers and electronic services solutions for points of sale 6he sale of #lvadis is eZpected to be completed Yithin a year from the reporting date subLect to regulatory approval #t &ecember| #lvadis s part of the /4S operating segment Yas classiˑed as held for sale

6he maLor classes of assets and liabilities of #lvadis classiˑed as held for sale are as folloYs

+n million E74 2018
Assets
2roperty plant and eSuipment 0.3
+ntangible assets 0.1
.ong term trade and other receivables 0.0
+nventories
Short term trade and other receivables
%ash and cash eSuivalents 0.5
Assets held for sale 12.1
Liabilities
.ong term interestbearing loans and borroYings 0.0
&eferred taZ liabilities 0.1
2rovisions 0.0
Short term trade and other payables
Liabilities directly linked to assets held for sale (7.8)
Net assets directly associated with disposal group 4.3

AU CV DGEGODGT

(olloYing the classiˑcation to assets held for sale the intangible assets brand name and customer relationship originating from the purchase price allocation Yere YrittendoYn E74||million to reduce the carrying amount of the assets to their fair value less costs to sell based upon a binding sales agreement classiˑed as level in the fair value hierarchy 0o further YritedoYn Yas necessary

FG \$WTGP

1n &ecember| bpost decided to start up the eZit in the participation in de \$uren +nternationaal \$8 Yhich operates an open netYorM of parcel locMers in

AU CV DGEGODGT

the 0etherlands through the put option foreseen in the initial purchase contract 6his put option alloYed bpost to sell their participation in de \$uren to the minority shareholders 6his transaction Yas completed on (ebruary| *ence at &ecember| de \$uren s part of the 2. operating segment Yas classiˑed to held for sale

6he maLor classes of assets and liabilities of de \$uren classiˑed as held for sale are as folloYs

+n million E74 2018
Assets
2roperty plant and eSuipment 0.9
+ntangible assets 0.9
&eferred taZ assets 0.0
.ong term trade and other receivables
+nventories
Short term trade and other receivables
%ash and cash eSuivalents 0.3
Assets held for sale 2.6
Liabilities
.ong term interestbearing loans and borroYings
&eferred taZ liabilities
2rovisions 0.0
Short term trade and other payables
Liabilities directly linked to assets held for sale (3.0)

Net assets directly associated with disposal group (0.4)

6he divestment of the staMe in de \$uren triggered the reversal of the contingent consideration Yhich amounted to E74||million as bpost Yas liberated from any contingent consideration or other similar obligation 6his has been released Yithin other operating income see note| (olloYing the classiˑcation to assets held for sale the intangible assets MnoYhoY originating from the purchase price allocation Yere YrittendoYn E74||million as Yell as the goodYill E74||million to reduce the carrying amount of the assets to their fair value less costs to sell.

+ntangible assets

Total 1ther intangible
assets
SoftYare &evelopment )oodYill +n million E74
Acquisition cost
38.7
468.1
129.1 101.2 199.2 Balance at 1 January 2017
0.2
#cSuisitions
50.3 #cSuisitions and additions through
business combinations

0.0 0.0 Disposals
0.0
0.0
0.0 0.0 0.0 &isposals via business combinations
0.0
0.0
0.0 0.0 0.0 #ssets classiˑed as held for sale or
investment property

0.0 EZchange rate diːerence
(0.7)
0.9
(0.6) 1ther movements
1,140.9 185.4 174.4 116.5 664.6 Balance at 31 December 2017 restated
Balance at 1 January 2018 restated 664.6 116.5 174.4 185.4 1,140.9
#cSuisitions 0.0
#cSuisitions and additions through
business combinations
0.0 0.2
Disposals 0.0
&isposals via business combinations 0.0 0.0 0.0 0.0 0.0
#ssets classiˑed as held for sale or
investment property
EZchange rate diːerence 0.0 (0.6)
1ther movements
Balance at 31 December 2018 683.6 119.6 172.6 184.0 1,159.8
Depreciation and impairment losses
Balance at 1 January 2017 (24.8) (79.4) (110.8) (28.8) (243.8)
#cSuisitions and additions through
business combinations
0.0 (0.6) 15.9
Disposals 0.0 0.0
&isposals through the sale of subsidiaries 0.0 0.0 0.0 0.0 0.0
Depreciation 0.0
Impairment losses 0.0 0.0 0.0 0.0 0.0
#ssets classiˑed as held for sale or
investment property
0.0 0.0 0.0 0.0 0.0
EZchange rate diːerence 0.0 0.0 0.0 0.5
1ther movements 0.0 0.0
Balance at 31 December 2017 restated (24.8) (86.6) (120.3) (18.8) (250.6)

+n million E74 )oodYill &evelopment SoftYare 1ther intangible
assets
Total
Depreciation and impairment losses
Balance at 1 January 2018 restated (24.8) (86.6) (120.3) (18.8) (250.6)
#cSuisitions and additions through
business combinations
(0.2) 0.0
Disposals 0.0 17.4
&isposals via business combinations 0.0 0.0 0.0 0.0 0.0
Depreciation 0.0 (22.0)
Impairment losses
#ssets classiˑed as held for sale or
investment property
0.7 2.0
EZchange rate diːerence 0.0 0.0
1ther movements (0.2) 0.0 1.3
Balance at 31 December 2018 (36.7) (85.9) (133.4) (28.8) (284.8)
Carrying amount
#t &ecember restated
#t &ecember

+ntangible assets decreased by E74||million mainly due to

  • amorti\ation and impairments amounting to E74||million including impairment of E74||million on goodYill of de \$uren %ertipost and \$ubble 2ost
  • partially compensated by the acSuisition of .een /enMen (oodservice .ogistics +/E: /#+. and #ctive #nts for E74||million
  • the evolution of the eZchange rate E74 million and
  • investments in softYare and licenses E74||million development costs capitali\ed E74||million and other intangible assets E74||million

ll amorti\ation and depreciation charges are included in the section p&epreciation amorti\ationq of the income statement.

\$usiness combinations are accounted for using the acSuisition method 6he cost of an acSuisition is measured as the aggregate of the consideration transferred measured at acSuisition date fair value and the amount of any noncontrolling interests in the acSuired entity

)oodYill is initially measured at cost being the eZcess of the aggregate of the consideration transferred over the net identiˑable assets acSuired and liabilities assumed

fter initial recognition goodYill is measured at cost less any accumulated impairment losses

(or the purpose of impairment testing goodYill is allocated to each of the )roupos cashgenerating units or groups of cashgenerating units in accordance Yith +#S| Impairment of assets.

7ntil the goodYill Yithin bpost has been allocated to cashgenerating units in line Yith the acSuired business combinations 2er &ecember| the carrying value of the goodYill amounted to E74||million and mainly related to acSuisitions such as 4adial E74||million &yna)roup E74||million 7biYay E74||million de \$uren E74||million \$ubble 2ost E74||million .andmarM )lobal +nc E74||million (&/ E74||million and other individual immaterial goodYill for E74||million 6he impairment tests of the cashgenerating units in line Yith the acSuired business combinations did not lead to any impairment of assets.

+n bpost reorgani\ed its segment setup to enhance strategic coherence and improve alignment #s a result the composition of the %)7 changed and goodYill has been reallocated to the units aːected

in million E74
restated
#cSuisi
tions di
vestments
Transfer Impairment %urrency
translation
diːerences
2018
Former business combinations:
\$ubble 2ost 0.0 0.0 0.0
%ertipost 0.0 0.0 0.0 0.0
7biYay 0.0 0.0 0.0 0.0
&yna)roup 0.0 0.0 0.0 0.0
CGU, to which goodwill is allocated as from 2018:
Press
0.0 0.0 0.0 0.0
2roZimity and convenience retail
netYorM
0.0 0.0 0.0 0.0
8alue added services 0.0 0.0 0.0 0.0 0.9
2arcels \$e0e 0.0 0.0
Ecommerce logistics Europe #sia 6.0 0.0 0.0 51.7
%ross\$order 0.0 0.0 0.0 0.0 0.5
Ecommerce logistics 0orth #merica 0.0 0.0 0.0 493.3
International Mail 0.0 0.0 0.0
Total 639.8 2.9 0.0 (16.3) 20.4 646.8

6he %)7 p2ressq regroups all activities related to press distribution and includes a part of the former business combination 7biYay 6he %)7 p2roZimity and convenience retail netYorMq includes the bpost and 7biYay retail netYorMs p2arcels \$eneq combines last mile parcel delivery of bpost 08S# and the former business combinations %itydepot and &yna)roup partially 6he %)7 pEcommerce logistics Europe #siaq combines the former business combinations of &yna)roup partially .andmarM 0etherlands 2oland the neYly acSuired companies .een /enMen and #nthill together Yith ecommerce activities of bpost 08S# and 4adial Europe Ecommerce logistics North America consists of the former business combinations 4adial 7S .andmarM 7S #pple EZpress and (&/ +nternational /ail includes the former business combinations of /S+ and its neYly acSuired subsidiaries +meZ and /#+.

)oodYill of \$ubble 2ost |million|E74 Yas adLusted as a result of the ˑnali\ation of the purchase price allocation see note| business combinations +n line Yith +(4S| business combination adLustments can be made Yithin the measurement period the measurement period cannot eZceed one year from the acSuisition date (urthermore bpost recogni\ed an impairment for E74 million because bpost decided to sell de \$uren and stop the activities of \$ubble 2ost and the fair value less costs to sell Yas loYer than the carrying value 6he goodYill of %ertipost E74||million has been impaired as the recoverable amount is not supported anymore by the value in use as the phase out of the current e+& cards Yill lead to a \ero cash floY

)oodYill is not amorti\ed but is tested for impairment on an annual basis &ecember| 6he test consists of comparing the carrying amount of the assets or groups of %)7os Yith their recoverable amount

6he recoverable amounts are based on the value in use 6he latter eSuals the present value of the future cash floYs eZpected to be derived from each %)7 or group of %)7 and is determined using the folloYing inputs

  • business plan and budgets including E\$+6&# approved by senior management Yhich covers a four year period
  • consideration of a terminal value determined from the cash floYs obtained by eZtrapolating the cash floYs of the last year of the business plan referred to above aːected by a longterm groYth rate deemed appropriate for the activity and the location of the assets
  • discounting of eZpected cash floYs at a rate determined using the Yeighted average cost of capital formula.

6he discount rate is estimated based on an eZtensive benchmarMing Yith peers so as to reflect the return investors Yould reSuire if they Yere to choose an investment in the underlying assets #s from the peer group Yas divided into mail related peers and parcels related peers \$esides this the diːerent economic environment Yas also factored in the determination of the Yeighted average cost of capital 9#%% #s a result the 9#%% used to discount future cash floYs varies betYeen and in Yhile in |an average of Yas used .ongterm groYth rate Yas set at for mail activities and for parcels activities in in general

6he impairment tests performed at %)7 level did not lead to any impairment of assets as the recoverable amounts of the groups of %)7s Yere signiˑcantly higher than their carrying amounts /ore speciˑcally the diːerence betYeen the %)7os carrying amount and their value in use headroom represents in all cases at least more than of their carrying amount #s such a reasonable change in a Mey assumption on Yhich the recoverable amount of the %)7os is based Yould not result in an impairment loss for the related %)7os

+n this respect for Ecommerce .ogistics 0orth #merica Ecommerce Europe #sia and 2arcels \$ene Yhich are the %)7os Yhich represent of the total amount of goodYill the Yorst case sensitivity analysis beloY leads to headroom that is still more than of their respective carrying amounts

AU CV DGEGODGT

+n million E74 E-commerce
Logistics North
America
E-commerce
Logistics Europe &
Asia
Parcels Bene
Sensitivity to longterm groYth rate
Sensitivity to longterm groYth rate
Sensitivity to discount rate 66.2
Sensitivity to discount rate
Sensitivity to E\$+6&# margin (76.0)
Sensitivity to E\$+6&# margin 76.0

n unfavorable change in groYth rate discount rate or E\$+6&# margin as disclosed above is not eZpected to result in an impairment.

6.20 Lease

(KPCPEG NGCUG

6he ˑnance lease liabilities as of &ecember| relate to leased buildings machinery and eSuipment

6he net carrying amount and useful lives of the leased assets are as folloYs

+n million E74 7seful lives %arrying amount
&ec
.and and \$uildings years
/achinery and eSuipment years 2.2
Vehicles years 0.0

6he future minimum ˑnance lease payments at the end of each reporting period under revieY Yere as folloYs

AU CV DGEGODGT

+n million E74 2018
Minimum lease payments
9ithin year 3.0
to years
/ore than years 17.0
Total 28.7 31.7
Less
Future finance costs 10.6 10.6
Present value of the minimum lease payments
Total 18.3 21.1
/ore than years
to years 4.1
9ithin year

6he ˑnancial lease agreements include ˑZed lease payments and a purchase option at the end of lease term.

Operating Lease

bpostos future minimum operating lease payments are as folloYs

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
.ess than one year
\$etYeen one year and ˑve years
/ore than ˑve years
Total 461.3 653.8

6he operational lease agreements include ˑZed lease payments 6he risMs and reYards incidental to the oYnership are not transferred to bpost

6he decrease of the future operating leases compared to last year Yas mainly due to a change as part of the adoption of +(4S| Yhich Yill be applicable as

of ,anuary| 6he outstanding balance is in line Yith the scope to be used as of ,anuary| in the frameYorM of +(4S| eZcluding any impact of discounting

bpostos future minimum operating lease income is as folloYs and relates to buildings

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
.ess than one year 1.3
\$etYeen one year and ˑve years 3.7
/ore than ˑve years
Total 7.9 9.0

6he income that is related to operational lease agreements is recogni\ed in the section p1ther operating incomeq for an amount of E74||million in

+nvestment in securities

+n million E74 Total non
current
investments
(inancial
assets held to
maturity
Total current
investments
Total
Acquisition cost
Balance at 1 January 2017 0.0 12.0 12.0 12.0
#cSuisitions 0.0 0.0 0.0 0.0
#cSuisitions through business combinations 0.0 0.0 0.0 0.0
%hanges in fair value 0.0 0.0 0.0 0.0
Disposals 0.0
Balance at 31 December 2017 0.0 0.0 0.0 0.0
Balance at 1 January 2018 0.0 0.0 0.0 0.0
#cSuisitions 0.0 0.0 0.0 0.0
#cSuisitions through business combinations 0.0 0.0 0.0 0.0
%hanges in fair value 0.0 0.0 0.0 0.0
Disposals 0.0 0.0 0.0 0.0
Balance at 31 December 2018 0.0 0.0 0.0 0.0
Impairment losses
Balance at 1 January 2017 0.0 0.0 0.0 0.0
1ther movements 0.0 0.0 0.0 0.0
Balance at 31 December 2017 0.0 0.0 0.0 0.0
Balance at 1 January 2018 0.0 0.0 0.0 0.0
1ther movements 0.0 0.0 0.0 0.0
Balance at 31 December 2018 0.0 0.0 0.0 0.0
Carrying amount
#t &ecember 0.0 0.0 0.0 0.0
#t &ecember 0.0 0.0 0.0 0.0

6he investment securities that meet the deˑnition of cash cash eSuivalents as deˑned by +#S||are reported in cash cash eSuivalent #s per

&ecember| bpost holds no investment securities.

+nvestment in associates

+n million E74 2018
Balance at 1 January 329.2 373.7
#cSuisition&isposal 0.0
Share of proˑt 11.5
&ividend received
+mpact of +(4S on transition 0.0
1ther movements in eSuity of associates
Balance at 31 december 251.2 329.2

SJCTG QH RTQˑVNQUU

+n bpostos share in the proˑt of bpost banM amounted to E74||million .ast year the share of proˑt in bpost banM and %itie amounted to E74||million

DKXKFGPFU TGEGKXGF

+n bpost received a dividend of E74||million from bpost banM +n bpost received a dividend of E74||million from bpost banM

IORCEV QH I(RS QP VTCPUKVKQP

s of ,anuary| +#S| (inancial +nstruments 4ecognition and /easurement Yas replaced by

+(4S||(inancial +nstruments #t the transition to +(4S| bpost banM reclassiˑed a maLor part of its bond portfolio from +#S| availableforsale category to +(4S| amorti\ed cost category 6his resulted in a decrease of bpost banMos eSuity by E74||million and conseSuently bpostos investment in associates and the relating reserves decreased by of this amount so E74||million on the transition date to +(4S|

OVJGT OQXGOGPVU

6he amount represents the decrease in unreali\ed gains net of taZes on bpost banMos bond portfolio E74||million

n overvieY of the selected ˑnancial ˑgures of the associates is presented in the folloYing tables

+n million E74 1Ynership Total assets Total
liabilities
eZcl ESuity
4evenues 2roˑt
loss
2017
bpost bank
Citie 0.0 0.0 0.2
2018
bpost bank

6rade and other receivables

AU CV DGEGODGT

+n million E74 2018
restated
6rade receivables 0.0 0.0 0.0
1ther receivables
Non current trade and other receivables 11.2 9.4 9.4

AU CV DGEGODGT

+n million E74 2018
restated
6rade receivables
6aZ receivables other than income taZ
1ther receivables 59.9
Current trade and other receivables 712.0 714.9 719.4

AU CV DGEGODGT

+n million E74 2018
restated
#ccrued income
&eferred charges 45.7
1ther receivables 5.9
Current - other receivables 59.9 82.5 82.5

6he noncurrent receivables are considered as a reasonable approZimation of the fair value of this ˑnancial asset as it is eZpected to be paid Yithin a short timeframe maMing the impact of the time value of money not signiˑcant

%urrent trade and other receivables are in line Yith last year and slightly decreased by E74||million to E74||million E74||million driven by a rise in trade receivables of E74||million compensated by the decrease of other receivables of E74||million given last yearos outstanding receivable related to the purchase of 4adial

6aZ receivables relate to the outstanding 8#6 amounts to be received

6rade and other receivables are mainly shortterm 6he carrying amounts are considered to be a reasonable approZimation of the fair value

+nventories

FINANCIAL
CONSOLIDATED
STATEMENTS

AU CV DGEGODGT

+n million E74 2018
4aY materials 2.2
(inished products 6.2
)oods purchased for resale
4eductions in value
Inventories 36.9 39.1

4aY materials include consumables ie materials used for printing purposes (inished products are stamps available for sale )oods purchased for resale mainly include postograms post cards supplies for resale press distribution inventory and retail inventory tobacco beverage multimedia|e

%ash and cash eSuivalents

AU CV DGEGODGT

+n million E74 2018
%ash in postal netYorM
Transit accounts 107.0
%ash payment transactions under eZecution
\$anM current accounts
Short term deposits 0.0 0.0
Cash and cash equivalents 680.1 466.0

\$anM current accounts earn interest at floating rates based on daily banM deposit rates Short term deposits are made for varying periods of one day to three months depending on immediate cash reSuirements and earn interest at the respective shortterm deposit rates.

(inancial liabilities

0oncash changes
+n million E74
restated
%ash
floYs
(oreign
eZchange
movement
0eY
leases
#cSui
sitions
business
combina
tions
(air
value
changes
Transfer Other 2018
Financial liabilities measured at amortized cost
\$anM loans 0.0 0.0 0.0 0.4
.ongterm bond 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.5
Other loans 2.2 2.2 0.4 0.0 0.1 1.0
(inance lease
liabilities
0.0 0.0 1.0
Non current
liabilities
58.4 55.4 797.7 3.4 0.8 1.2 0.0 (9.8) 0.3 849.1

0oncurrent interestbearing loans and borroYings increased by E74||million to E74||million mainly due to the issuance of a E74||million year bond Yith a coupon of and a 7S& term loan of 7S&||million Yith an end date in ,uly| possible eZtension until ,uly| and a floating rate structure 6hese transactions served to reˑnance the 0ovember| acSuisition of 4adial

*oldings .2 bpost borroYed a part in 7S& to mitigate the risM on foreign eZchange rate diːerences on the foreign operation hence bpost performed a net investment hedge 6his increase Yas partially oːset by a decrease of E74||million corresponding to the portion of the loan of the European +nvestment \$anM transferred to current liabilities

0oncash changes
+n million E74
restated
%ash
floYs
(oreign
eZchange
movement
0eY
leases
#cSui
sitions
business
combina
tions
(air
value
changes
Transfer Other 2018
Financial liabilities at amortized cost
\$anM loans 0.0 0.0 0.9 0.0
%ommercial
papers
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Other loans 0.5 0.0 0.0 0.4
(inance lease
liabilities
0.0 0.0 0.7 0.0 0.7 0.0
Current liabilities 699.9 699.9 (539.5) 0.5 0.0 4.4 0.0 9.8 0.5 175.7

%urrent interestbearing loans and borroYings decreased by E74||million to E74||million due to the reimbursement of the bridge loan entered in to buy 4adial 6he bridge loan has been reˑnanced via the issuance of a bond and a term loan both Yithin noncurrent liabilities 6his decreased Yas partially oːset by the issuance of some commercial papers for E74||million

0ote that the total of the columns pcash floYq mentioned in the tYo tables above amounted to E74||million Yhile pthe net floYs related to borroYings and ˑnancing lease liabilitiesq in the consolidated statement of cash floY amounted to E74||million 6he diːerence of E74||million Yas mainly due to interests booMed on the trade and other payable accounts Yhich are not being disclosed in this note.

0ote furthermore that bpost also has tYo undraYn revolving credit facilities for a total amount of E74||million see note| prights and commitmentsq

Employee beneˑts

bpost grants its active and retired personnel post employment beneˑts longterm beneˑts other long term beneˑts and termination beneˑts 6hese beneˑt plans have been valued in conformity Yith +#S| Some of them originate from measures negotiated in the frameYorM of %ollective .abor #greements n%.#o 6he beneˑts granted under these plans diːer

depending on the categories of bpostos employees civil servants also MnoYn as statutory employees pay scale contractual employees auZiliary agents and non pay scale contractual employees

6he employee beneˑts are as folloYs

AU CV DGEGODGT

+n million E74 2018
2ostemployment beneˑts
.ongterm employee beneˑts
6ermination beneˑts (6.6)
1ther longterm beneˑts
Total (308.4) (326.9)

0et of the deferred taZ assets related to them employee beneˑts amount to E74||million E74||million

AU CV DGEGODGT

+n million E74 2018
Employee beneˑts
&eferred taZ assets impact
Employee benefits net of deferred tax (284.8) (294.5)

bpostos net liability for employee beneˑts comprises the folloYing

AU CV DGEGODGT

+n million E74 2018
2resent value of total obligations
(air value of plan assets
Present value of net obligations (308.4) (326.9)
7nrecogni\ed actuarial
gainslosses
Net liability (308.4) (326.9)
Employee beneˑts amounts in the statement of ˑnancial position 0.0 0.0
Liabilities
Net liability (308.4) (326.9)

6he changes in the present value of the obligations are as folloYs

+n million E74 2018
Present value at 1 January (380.3) (401.2)
Service costs
%urrent service cost
6ermination eZpenses 0.0
2ast service
costgain
10.9
Net interest
\$eneˑts paid
4emeasurement gains and
losses
#ctuarial gains and
losses recogni\ed in +ncome Statement
4emeasurement gains and
losses in other comprehensive income
#ctuarial gains and
losses
Settlement %ontribution 0.0
#ddition through business combinations 0.0
Transfer 0.0
Defined benefit obligation at 31 December (373.7) (380.3)

6he fair value of the plan assets can be reconciled as folloYs

+n million E74 2018
Fair value of plan assets at 1 January 53.4 44.5
%ontributions by employer 31.0
%ontributions by employee 1.4
\$eneˑts paid
Interest income/(cost) on assets (P&L item)
#ddition through business combinations 0.0
#ctuarial gain
loss on assets
1%+ item
Fair value of plan assets at 31 December 65.3 53.4

6he plan asset relates to the group insuranceos beneˑt in accordance Yith +#S| 6his plan asset is held by a third party insurance company and is composed of the reserves accumulated from the employer and employee contributions assured contracts Yith a guaranteed return

6he eZpense recogni\ed in the +ncome Statement is presented hereafter

AU CV DGEGODGT

+n million E74 2018
Service costs
%urrent service cost
6ermination eZpenses 0.0
2ast service
costgain
10.9
Net interest
4emeasurements gains and
losses
#ctuarial gains and
losses reported as ˑnancial
1.0
#ctuarial gains and
losses reported as operating
Net expense (12.4) (9.4)

ctuarial gains and losses caused by changes in discount rates are recorded as ˑnancial costs Yhereas actuarial gainslosses for postemployment beneˑts are recorded in other comprehensive income +n all other cases actuarial gains and losses are recorded as operating eZpenses

+nterest costs and ˑnancial actuarial gains or losses have been recorded as ˑnancial costs #ll other eZpenses summari\ed above Yere included in the +ncome Statement caption p2ayroll costsq

6he impact on payroll costs and ˑnancial costs in the +ncome Statement is presented hereafter

(QT VJG [GCT GPFGF DGEGODGT

Net expense (12.4) (9.4)
(inancial cost (6.0)
2ayroll costs
+n million E74 2018

6he eZpense recogni\ed in the other comprehensive income is presented hereafter

AU CV DGEGODGT

+n million E74 2018
Re-measurement gains/(losses) 5.8 4.3
#ctuarial gains and
losses
Net expense 5.8 4.3

6he main assumptions used in computing the beneˑt obligations at the statement of ˑnancial position date are the folloYing

2018
4ate of inflation
(uture salary increase
/edical cost trend rate
/ortality tables /R(R /4(4

6he discount rates have been determined by reference to marMet yields at the statement of ˑnancial position date 6he discount rates used in range from to to

\$E0E(+6 Discount rate
Duration 2018
(amily alloYances
\$anM
(uneral eZpense
)ratiˑcation from to from to from to
)roup insurance from to from to from to
#ccumulated compensated absences
9orMers compensation in case of
accidents
/edical eZpenses in case of accidents
2ension saving days
,ubilee 2remiums from to from to from to
&S24 ,14
2arttime regime from to
Prepension from to from to

6he average duration of the deˑned beneˑt plan obligation at the end of is |years |years

Suantitative sensitivity analysis for signiˑcant assumptions at &ecember| is outlined here beloY

Assumptions Discount rate /ortality
table /4(4
/edical trend
rate
Sensitivity level increase decrease &ecrease by
year
increase
+n million E74
+mpact on deˑned beneˑt obligation
increase
decrease
(20.7) (2.0)

6his sensitivity analysis has been determined based on a method that eZtrapolates the impact on deˑned beneˑt obligation as a result of reasonable changes in Mey assumptions occurring at the end of the reporting period

2QUVGORNQ[OGPV DGPGˑVU

2ostemployment beneˑts include family alloYances banM costs funerary costs retirement gifts and group insurance +n the course of bpost decided to stop the advantage for transport +nactive civil servants as Yell as their family members Yere entitled to personal vouchers that could be eZchanged for a transport ticMet for a trip in \$elgium or for a price reduction on other transport ticMets bpost paid a onetime settlement contribution of E74||million

to 2ensoc and a noncash gain of E74||million has been booMed as a past service income in

Family allowances

6he civil servants of bpost both active and pensioners Yith dependents youngsters and disabled receive a family alloYance from 1˓ce 0ational do#llocations (amiliales pour 6ravailleurs SalariÅs 10#(6S s 4iLMsdienst voor -inderbiLslag voor 9erMnemers 4-9 6he ˑnancing methodology of family alloYances for civil servants has changed due to a laY change laY of |&ecember| #s a conseSuence bpost as a public institution pays a contribution that is deˑned by a programme laY 6he amount is adapted each year proportionally to the number of civil servants full time eSuivalents and is subLect to inflation

FINANCIAL CONSOLIDATED STATEMENTS

Bank

ll active members prepensioners and pensioners can beneˑt from a reduction of the fees charged on the current account as Yell as favorable interest rates and or reductions on savings certiˑcates investment funds insurances and loans +n the favorable interest rates on savings accounts have been revieYed resulting in a noncash gain of E74||million

Group insurance

bpost oːers to its active contractual employees a group insurance beneˑt Since the introduction of the 9#2.2% legislation in \$elgium these plans have the characteristics of a deˑned beneˑt plan under +#S|

6he employer is legally reSuired to guarantee a certain return on the plan assets \$efore the change in the 9#2.2% laY end of bpost had to provide the legal minimum return of on employer contributions after costs on premiums and on employee contributions 6he legal minimum return on employer contributions is a pcareer averageq return and not a year by year return Yhere the legal minimum on the employee contributions should be granted on a year by year basis

lthough there is still no full clarity on the approach neY legislation dated &ecember| brought more clariˑcation on the minimum guaranteed return 6he uncertainty Yith respect to the future evolution of the minimum guaranteed rates of return in \$elgium has been removed Yith the change in the 9#2

.2% laY end of &ecember| #s from the minimum return for future contributions is eSual to the average past |months return on year linear bonds Yith a minimum of pa

6he methodology consistently applied by bpost resulted in a liability at the higher end compared to companies Yith similar pension plans #lthough there is no full consensus in the marMet concerning the methodology in the underlying methodology used for +#S| accounting of these deˑned contribution plans has been ˑnetuned taMen into account the evolution in methodologies in the marMet based on neY insights bpost continues to use the 27% proLected unit credit methodology but Yithout proLection of future contributions and salaries as the plans are not bacMloaded contributions do not increase Yith age 6he only reason Yhy contributions may materially increase in a later stage of a career is linMed to salary increases being higher than indeZations in step rate plans (urthermore in bpost applied paragraph of +#S| 6he assets and liabilities are determined not taMing into account contractual interest guarantees on mathematical reserves guaranteed by the insurance company #pplying paragraph |may result in higher assets Yhen guaranteed interest rates are higher than the discount rate resulting in a loYer net liability 6he impact of the above resulted in a noncash gain of E74||million

bpostos net liability for employee postemployment beneˑts comprises the folloYing

+n million E74 2018
2resent value of total obligations
(air value of plan assets
Present value of net obligations (32.8) (50.7)
Net liability (32.8) (50.7)
Employee beneˑts amounts in the statement of ˑnancial position 0.0 0.0
Liabilities
Net liability (32.8) (50.7)

AU CV DGEGODGT

6he changes in the present value of the obligations are as folloYs

+n million E74 2018
Present value at 1 January (104.0) (126.6)
Service costs
%urrent service cost
6ermination eZpenses 0.0 0.0
2ast service
costgain
10.9
Net interest
\$eneˑts paid
4emeasurement gains and
losses
0.0 0.0
#ctuarial gains and
losses recogni\ed in +ncome Statement
0.0 0.0
#ctuarial gains and
losses unrecogni\ed
0.0 0.0
4emeasurement gains and
losses in other comprehensive income
#ctuarial gains and
losses
Settlement %ontribution 0.0
#ddition through business combinations 0.0
Defined benefit obligation at 31 December (98.1) (104.0)

6he fair value of the plan assets related to the group insuranceos beneˑt and held by the insurance company is presented as folloYs

+n million E74 2018
Fair value of plan assets at 1 January 53.4 44.5
%ontributions by employer
%ontributions by employee 1.4
\$eneˑts paid
Interest income/(cost) on assets (P&L item)
#ddition through business combinations 0.0
#ctuarial gain
loss on assets
1%+ item
Fair value of plan assets at 31 December 65.3 53.4

6he eZpense recogni\ed in the +ncome Statement is presented hereafter

AU CV DGEGODGT

+n million E74 2018
Service costs 4.3
%urrent service cost (7.6)
6ermination eZpenses 0.0 0.0
2ast service
costgain
10.9
Net interest
4emeasurement gains and
losses
0.0 0.0
#ctuarial gains and
losses reported as ˑnancial
0.0 0.0
#ctuarial gains and
losses reported as operating
0.0 0.0
Net expense 3.6 9.9

6he impact on payroll costs and ˑnancial costs is presented hereafter

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
2ayroll costs 4.3
(inancial cost
Net expense 3.6 9.9

6he eZpense recogni\ed in other comprehensive income is presented hereafter

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
Re-measurement gains/(losses) 5.8 4.3
#ctuarial gains and
losses
Net expense 5.8 4.3

.QPIVGTO GORNQ[GG DGPGˑVU

.ongterm employee beneˑts include accumulated compensated absences pension saving days and part time beneˑts

Accumulated Compensated Absences

%ivil servants are entitled to sicMdays per year &uring these |days and if they have received the appropriate note from a doctor they receive of their salary +f any given year a civil servant is absent less than |days the balance of the unused sicMness days is carried over to the folloYing years up to a maZimum of |days see section 2ension saving days hereinafter Employees Yho are ill for more than |days during a year Yill ˑrst use up the yearos allotment and then use the days carried over from previous years as per their individual account &uring this period they Yill receive their full salary 1nce the allotment of the year and the days carried over are used up they receive reduced payments

\$oth the full salary paid under the psicMdaysq scheme and the reduced payments beyond that are costs incurred by bpost

6here Yas no modiˑcation to the calculation methodology compared to 6he valuation is based on the future pproLected payments cash outfloYsq 6he cash outfloYs are calculated for the totality of the population considered based on a certain consumption pattern derived from the statistics over the |months of 6he individual notional accounts are proLected for the future and decreased by the actual number of days of illness

6he annual payment is the number of days used and limited by the number of days in the savings account multiplied by the diːerence betYeen the proLected salary increased Yith social charges at and the reduced payments 6he relevant YithdraYal and mortality rates have been applied together Yith the discount rate applicable to the duration of the beneˑt

Pension saving days

%ivil servants have the possibility to convert the unused sicM days above the |days in their nnotionalo account see above p#ccumulated %ompensated #bsencesp beneˑt in pension saving days sicM days per pension saving day and to convert each year a maZimum of |days of eZtralegal holidays %ontractual employees Yith a permanent contract are entitled to a maZimum of pension saving days per year and have the possibility to convert each year a maZimum of |days of eZtralegal holidays 6he pension saving days are accumulated year over year and can be used as from the age of

6he methodology of valuation is based on the same approach as the beneˑt p#ccumulated %ompensated #bsencesp 6he valuation is based on the future pproLected payments cash outfloYsq 6hese are calculated for the totality of the population considered based on a certain pconsumptionq pattern derived from the statistics over the |months of as provided by the human resources department 6he individual ppension saving daysq accounts are proLected per person and decreased by the actual number of used pension saving days

6he annual payment is the number of pension saving days used multiplied by the proLected daily salary increased Yith social charges holiday pay end of year premium management and integration premium 6he relevant YithdraYal and mortality rates have been applied together Yith the discount rate applicable to the duration of the beneˑt

Part-time regime (50+)

6he regulatory frameYorM regarding parttime regime for bpostos employees is the folloYing

  • (rameYorM #greement of &ecember| partial career interruption is accessible to the distributors aged |and older and to the other employees as from |years old bpost maMes contributions eSual to of the gross annual salary for a maZimum period of |months for the distributors and |months for the other beneˑciaries of the plan
  • (rameYorM #greement of /ay| i|the plan approved in |and accessible to the distributors is eZtended to the employees YorMing during night and ii|for the other employees the plan is accessible as from |years old bpost maMes contributions eSual to of the gross annual salary for a maZimum period of |months for the night YorMers and |months for the other beneˑciaries of the plan
  • +n tYo neY plans Yere approved
  • (rameYorM #greement of ,une| valid until &ecember| i|the plan approved in for distributors and eZtended in to employees YorMing during night is also applicable for collect agents and ii|for the other employees the plan is accessible as from |years old bpost maMes contributions eSual to of the gross annual salary for a maZimum period of |months for the collect agents and |months for the other beneˑciaries of the plan
  • (rameYorM #greement of September| i|for the distributors collect agents and the employees YorMing during night the plan is accessible as from |years old and ii|for the other employees the minimum age reSuired is |years old bpost maMes contributions eSual to of the gross annual salary for a maZimum period of |months for the night YorMers distributors and collect agents and |months for the other beneˑciaries of the plan 6his plan is eZtended until &ecember| folloYing the (rameYorM #greement of &ecember|

bpostos net liability for employee longterm beneˑts comprises the folloYing

+n million E74 2018
2resent value of total obligations
(air value of plan assets 0.0 0.0
Present value of net obligations (113.5) (108.2)
Net liability (113.5) (108.2)
Employee beneˑts amounts in the statement of ˑnancial position 0.0 0.0
Liabilities
Net liability (113.5) (108.2)

AU CV DGEGODGT

6he changes in the present value of the obligations are as folloYs

+n million E74 2018
Present value at 1 January (108.2) (107.7)
Service costs
%urrent service cost
2ast service
costgain
0.0 0.0
Net interest
\$eneˑts paid 11.9
4emeasurement gains and
losses
0.6
#ctuarial gains and
losses recogni\ed in +ncome Statement
0.6
#ddition through business combinations 0.0
Transfer 0.0
Defined benefit obligation at 31 December (113.5) (108.2)

6he eZpense recogni\ed in the +ncome Statement is presented hereafter

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
Service costs
%urrent service cost
6ermination eZpenses 0.0 0.0
2ast service
costgain
0.0 0.0
Net interest
4emeasurements gains and
losses
0.6
#ctuarial gains and
losses reported as ˑnancial
1.0
#ctuarial gains and
losses reported as operating
1.5
Net expense (11.7) (14.0)

6he impact on payroll costs and ˑnancial costs is presented hereafter

Net expense (11.7) (14.0)
(inancial cost
2ayroll costs
+n million E74 2018

TGTOKPCVKQP DGPGˑVU

Early Retirement scheme

+n the previous earlyretirement plans beloY are included in these beneˑts

  • the plan covered by the (rameYorM #greement of ,uly| |and accessible to the civil servants meeting certain age seniority and service organi\ation conditions as at &ecember| at the latest 6he ,oint %ommittee of &ecember| |has eZtended this measure until the neZt %ollective .abor #greement
  • an earlyretirement plan approved by the (rameYorM #greement of /ay| |and accessible to the civil servants under certain conditions of age seniority and service organi\ation 6he ,oint %ommittee of &ecember| eZtended this measure until the neZt %ollective .abor #greement or ,une| at the latest

+n these earlyretirement schemes bpost continues to pay to the beneˑciaries a portion betYeen and depending on the duration of the early retirement of their salary at departure and until they reach retirement age 6he earlyretirement period is treated as a service period

n earlyretirement plan Yas approved by the ,oint %ommittee of ,uly| linMed to the #lpha plan 6his plan Yas accessible to civil servants Yhereof the function Yas impacted by #lpha and under certain conditions of age and seniority bpost continues to pay to the beneˑciaries a portion betYeen and depending on the duration of the earlyretirement of their salary at departure and until they reach retirement age \$esides this an eZceptional yearly

alloYance Yas paid Yhereof the amount depends on the duration of the earlyretirement 6he early retirement period Yas treated as a service period

+n case a civil servant concerned by the #lpha plan had not been selected for a neY function |months after the publication of the open functions he Yas put in earlyretirement bpost continued to pay to the beneˑciaries a portion betYeen and depending on the duration of the earlyretirement of their salary at departure and until they reached retirement age 6he earlyretirement period Yas treated as a service period

6Yo neY earlyretirement plans Yere approved in

  • 2lan signed on ,une| |and open until end of &ecember| Yas accessible to civil servants under certain conditions of age seniority and service organi\ation bpost continues to pay to the beneˑciaries a portion betYeen and depending on the duration of the earlyretirement of their salary at departure and until they reach retirement age
  • 2lan signed on September| is accessible to civil servants under certain conditions of age seniority and service organi\ation bpost continues to pay to the beneˑciaries of their salary at departure and until they reach retirement age 6his plan has an indeˑnite duration

6he employee beneˑt related to the early retirement schemes gives rise to a liability at bpost because i|the employment is terminated before the normal retirement age and ii|it is the employeeos decision to accept the oːer made by bpost in eZchange

bpostos net liability for termination beneˑts comprises the folloYing

+n million E74 2018
2resent value of total obligations (6.6)
(air value of plan assets 0.0 0.0
Present value of net obligations (8.5) (6.6)
Net liability (8.5) (6.6)
Employee beneˑts amounts in the statement of ˑnancial position 0.0 0.0
Liabilities (6.6)
Net liability (8.5) (6.6)

AU CV DGEGODGT

6he changes in the present value of the obligations are as folloYs

+n million E74 2018
Present value at 1 January (6.6) (4.1)
Service costs 0.0
%urrent service cost 0.0 0.0
6ermination eZpenses 0.0
2ast service
costgain
0.0 0.0
Net interest 0.0 0.0
\$eneˑts paid
4emeasurement gains and
losses
0.2
#ctuarial gains and
losses recogni\ed in +ncome Statement
0.2
#ctuarial gains and
losses unrecogni\ed
0.0 0.0
4emeasurement gains and
losses in other comprehensive income
0.0 0.0
#ctuarial gains and
losses
0.0 0.0
#ddition through business combinations 0.0 (6.7)
Defined benefit obligation at 31 December (8.5) (6.6)

6he eZpense recogni\ed in the +ncome Statement is presented hereafter

+n million E74 2018
Service costs 0.0
%urrent service cost 0.0 0.0
6ermination eZpenses 0.0
2ast service
costgain
0.0 0.0
Net interest 0.0 0.0
4emeasurement gains and
losses
0.2
#ctuarial gains and
losses reported as ˑnancial
0.0 0.0
#ctuarial gains and
losses reported as operating
0.2
Net expense (5.5) 0.2

6he impact on payroll costs and ˑnancial costs is presented hereafter

(QT VJG [GCT GPFGF DGEGODGT

Net expense (5.5) 0.2
(inancial cost 0.0 0.0
2ayroll costs 0.2
+n million E74 2018

OVJGT NQPIVGTO DGPGˑVU

Workers compensation accident plan

7ntil 1ctober| bpost Yas selfinsured for inLuries at the YorMplace and on the Yay to and from the YorMplace #s a result all compensations to YorMers for accidents Yhich occurred before 1ctober| |are incurred and ˑnanced by bpost itself.

Since 1ctober| bpost has contracted insurance policies to cover such risM

DSPR/ DVVP for Job Mobility Center

6he (rameYorM #greement of September| deˑned a &ispense 2rÅcÅdant la 4etraite &ienstvriLstelling voorafgaand aan de 2ensionering &S24 &882 plan for the ,ob /obility %enter 6his plan foresees for an indeˑnite duration that civil servants aged as from |years old Yho are attached to the ,ob /obility %enter and Yho are still attached to it after a period of one year Yill be released from service bpost continues to pay to the beneˑciaries of their salary at departure and until they reach retirement age Yith a maZimum of |years

bpostos net liability for other longterm employee beneˑts comprises the folloYing

AU CV DGEGODGT

+n million E74 2018
2resent value of total obligations
(air value of plan assets 0.0 0.0
Present value of net obligations (153.5) (161.5)
Net liability (153.5) (161.5)
Employee beneˑts amounts in the statement of ˑnancial position 0.0 0.0
Liabilities
Net liability (153.5) (161.5)

6he changes in the present value of the obligations are as folloYs

+n million E74 2018
Present value at 1 January (161.5) (162.8)
Service costs
%urrent service cost
6ermination eZpenses 0.0 0.0
2ast service
costgain
0.0 0.0
Net interest
\$eneˑts paid
4emeasurement gains and
losses
4.1 (2.6)
#ctuarial gains and
losses recogni\ed in +ncome Statement
4.1 (2.6)
#ctuarial gains and
losses unrecogni\ed
0.0 0.0
4emeasurement gains and
losses in other comprehensive income
0.0 0.0
#ctuarial gains and
losses
0.0 0.0
Defined benefit obligation at 31 December (153.5) (161.5)

6he eZpense recogni\ed in the +ncome Statement is presented hereafter

(QT VJG [GCT GPFGF DGEGODGT

+n million E74 2018
Service costs
%urrent service cost
6ermination eZpenses 0.0 0.0
2ast service
costgain
0.0 0.0
Net interest
4emeasurements gains and
losses
4.1 (2.6)
#ctuarial gains and
losses reported as ˑnancial
0.1
#ctuarial gains and
losses reported as operating
4.0
Net expense 1.2 (5.5)

6he impact on payroll costs and ˑnancial costs is presented hereafter

+n million E74 2018
2ayroll costs 3.5 (2.0)
(inancial cost
Net expense 1.2 (5.5)

6rade and other payables

AU CV DGEGODGT

+n million E74 2018
restated
6rade payables 0.0 0.0 0.0
1ther payables 17.5
Non-current trade and other payables 17.5 45.2 45.2

0oncurrent trade and other payables amount to E74||million and consist mainly of the YorMing capital provided by bpost banM and the contingent consideration arrangements related to the acSuisitions of %ity&epot and .een /enMen

AU CV DGEGODGT

+n million eur 2018
restated
6rade payables 499.9
2ayroll and social security payables
6aZ payable other than income taZ
1ther payables
Current trade and other payables 1,212.5 1,218.4 1,218.2

6he carrying amounts are considered to be a reasonable approZimation of the fair value 6he other payables included in current trade and other payable include the folloYing items

AU CV DGEGODGT

+n million E74 2018
restated
#dvance payments on orders 10.9
#dvance postal ˑnancial services
%ash guarantees received
Accruals
&eferred income 55.9
&eposits received from third parties 0.1
1ther payables 150.0
Current - other payables 367.7 394.7 394.7

6he considerations paid already by customers that have been allocated to the unsatisˑed remaining performance obligation amounted to E74||million and mainly related to stamps and credits on franMing machine sold but not yet used by customers at

balance sheet date 6he large maLority of the remaining performance obligations at reporting date is eZpected to be recogni\ed Yithin one year all other remaining performance obligations are eZpected to be recogni\ed Yithin tYo years

2rovisions

+n million E74 .itigation Environment Onerous
contract
4estructuring
& other
Total
Balance at 1 January 2017 38.0 0.6 1.6 18.5 58.7
#dditional provisions recogni\ed
#ddition through \$usiness %ombinations 0.7 0.0 0.0 0.0 0.7
2rovisions used 0.0 0.0
2rovisions reversed 0.0 (0.2)
1ther movements 0.0 0.0
Balance at 31 December 2017 32.1 0.6 2.2 10.5 45.4
#ddition through business combinations 0.0 0.0 0.0
EZchange rate diːerence 0.0 0.0 0.0
Balance at 31 December 2017 (restated) 32.1 0.6 23.4 10.5 66.5
0on current balance at end of year
restated
0.6
%urrent balance at end of year
restated
0.0
32.1 0.6 23.4 10.5 66.5
Balance at 1 January 2018 (restated) 32.1 0.6 23.4 10.5 66.5
#dditional provisions recogni\ed 0.0
2rovisions used 0.0 (6.6)
2rovisions reversed 0.0
EZchange rate diːerence 0.0 0.0 0.0 1.4
1ther movements 0.0 0.0 0.0 0.0 0.0
Balance at 31 December 2018 16.2 0.6 14.1 8.5 39.3
0on current balance at end of year 0.6
%urrent balance at end of year 0.0
16.2 0.6 14.1 8.5 39.3

+n the purchase price allocation of 4adial has been ˑnali\ed as a conseSuence the opening balance has been restated 6his impact is shoYn under paddition through business combinationsq

6he provision for litigation amounted to E74||million +t represents the eZpected ˑnancial outfloY relating to many diːerent actual or imminent litigations betYeen bpost and third parties

6he period anticipated for the cash outfloYs pertaining thereto is dependent on developments in the length of the underlying proceedings for Yhich the timing remains uncertain.

6he reverse in Yas mainly due to the reassessment of a litigation

bpost is currently involved in the folloYing legal proceedings initiated by intermediaries

  • # claim for damages in an alleged provisional amount of approZimately E74||million eZclusive of late payment interest in the conteZt of legal proceedings initiated by 2ublimail 08S# 6he \$russels commercial court reLected 2ublimailos claim on /ay| 2ublimail appealed this decision on &ecember| 6he appeal is noY pending before the \$russels %ourt of #ppeal
  • # claim for damages in an alleged provisional amount of approZimately E74||million eZclusive of late payment interest in the conteZt of legal proceedings initiated by .inM\$i\ +nternational 08 S# and pending before the \$russels commercial court %ertain aspects of the contractual relationship betYeen .inM\$i\ and bpost are also the subLect of a cease and desist order adopted on ,une| Yhich bpost has appealed in #ugust||and Yhich is currently pending before the \$russels %ourt of Appeal.

ll claims and allegations are contested by bpost

/oreover on ,uly| the \$elgian postal regulator p\$+26+\$26q concluded that certain aspects of bpostos pricing policy infringed the \$elgian 2ostal #ct and imposed a ˑne of E74||million 9hile bpost paid the ˑne in it contested the \$+26+\$26os ˑndings and appealed the decision 6he \$russels %ourt of #ppeal found in favor of bpost and annulled the \$+26+\$26os decision on /arch| bpost recovered the E74||million ˑne in 1ctober|

(inally on &ecember| the \$elgian %ompetition #uthority concluded that certain aspects of bpostos pricing policy over the ,anuary|,uly| period infringed \$elgian and European competition laY and imposed a ˑne of approZimately E74||million 9hile bpost paid the ˑne in it contested the \$elgian %ompetition #uthorityos ˑndings and

(inancial assets and ˑnancial liabilities

6he folloYing table provides the fair value measurement hierarchy of bpostos ˑnancial assets and ˑnancial liabilities per &ecember|

appealed the decision before the \$russels %ourt of #ppeal 1n 0ovember| the \$russels %ourt of #ppeal annulled the #uthorityos decision 6he \$elgian %ompetition #uthority appealed this Ludgment before the Supreme %ourt on points of laY 6he Supreme %ourt issued its decision on 0ovember| +t partially upheld the appeal 6his Yill lead to a neY trial before the \$russels %ourt of #ppeal

6he provision related to environment issues amounted to E74||million +t covers soil sanitation

6he provision on onerous contracts concerns the best estimate of the costs relating to the closing doYn of mail and retail o˓ces and the +%6 maintenance of a phase out Yebstore platform

Other provisions amounted to E74||million

(air value categori\ed
+n million E74 %arrying
amount
3uoted prices in
active marMets
.evel
Signiˑcant other
observable
inputs
.evel
Signiˑcant
unobservable
input
.evel
Financial assets measured at amortized
cost
Non-Current
(inancial assets 0.0 0.0
Current
(inancial assets 0.0 0.0
Total financial assets 1,191.9 0.0 1,191.9 0.0
Financial liabilities measured at
amortized cost
Non-Current
(inancial liabilities 0.0 0.0
Current
(inancial liabilities 0.0 0.0
Total financial liabilities 2,057.5 0.0 2,057.5 0.0
+n million E74 %arrying
amount
3uoted prices in
active marMets
.evel
Signiˑcant other
observable
inputs
.evel
Signiˑcant
unobservable
input
.evel
Financial assets measured at amortized
cost
Non-Current
(inancial assets 0.0 0.0
Current
(inancial assets 0.0 0.0
Total financial assets 1,409.1 0.0 1,409.1 0.0
Financial liabilities measured at amortized
cost (except for derivatives)
Non-Current
.ongterm bond 0.0 0.0
(inancial liabilities
Current
0.0 0.0
&erivatives instruments foreZ sYap 0.0 0.0
&erivatives instruments foreZ forYard 0.7 0.0 0.7 0.0
&erivatives instruments cross currency
sYap
0.0 0.0 0.0 0.0
(inancial liabilities 0.0 0.0
Total financial liabilities 2,277.0 629.7 1,635.2 0.0

6he fair value of the noncurrent and current ˑnancial assets measured at amorti\ed cost and the non current and current ˑnancial liabilities measured at amorti\ed cost approZimate their carrying amounts #s they are not measured at fair value in the statement of ˑnancial position their fair value should not be disclosed

&uring the period there Yas no transfer betYeen fair value hierarchy levels and there Yere no changes in the valuation techniSues and inputs applied

(KPCPEKCN CUUGVU OGCUWTGF CV COQTVK\GF EQUV

6he increase of the ˑnancial assets measured at amorti\ed cost Yas mainly due to the increase of the cash and cash eSuivalents E74||million

(KPCPEKCN NKCDKNKVKGU OGCUWTGF CV HCKT XCNWG PQP EWTTGPV

t the end of the noncurrent ˑnancial liabilities consisted of

7S&||million term unsecured loan 6his loan started on ,uly| Yith a maturity of |years Yith tYo possible eZtensions of one year each

  • E74||million bond 6he year bond has been issued in ,uly| Yith a coupon of +n anticipation of this issuance in (ebruary| bpost entered into a forYard interest rate sYap for |years Yith a nominal amount of E74||million to hedge the interest risM of the bond
  • E74||million E+\$ European +nvestment \$anM loan bpost tooM out a E74||million loan from the E+\$ on /ay| +t has a yearly reimbursement of E74||million and last payment is foreseen in 6he yearly amount of E74||million is included in the section p+nterest bearing loans and borroYings currentq

DGTKXCVKXG KPUVTWOGPVU

bpost is eZposed to certain risMs relating to its daily business operations 6he primary risM managed using derivative instruments is the foreign currency risM bpost uses foreign eZchange forYard contracts and foreign eZchange sYap contracts to manage some of its eZposures in foreign currencies 6hose contracts have been underYritten in order to hedge the eZchange rate risMs linMed to the intercompany loans granted by bpost to its subsidiaries #t year end the impact of the fair value of the forYard contracts and foreign eZchange sYap contracts amounted to an increase of the liabilities by E74||million

Financial liabilities measure at amortized cost – current

During 2018 bpost reimbursed the bridge loan entered into in 2017 to buy Radial. Furthermore at year end

6.31 Derivative financial instruments and hedging

Derivative instruments

bpost uses foreign exchange forward contracts and foreign exchange swap contracts to manage some of its exposures in foreign currencies. Those contracts have been underwritten in order to hedge the exchange rate risks linked to the intercompany loans granted by bpost to its subsidiaries. At year end 2018 had four foreign exchange swaps and three foreign exchange forwards outstanding.

Interest Rate Swap

In February 2018, bpost entered into a forward starting Interest Rate Swap with a 10-year maturity and a nominal amount of EUR 600.0 million. The transaction was contracted in order to hedge the interest rate risk on the contemplated issuance of a long-term bond to refinance the acquisition bridge loan entered into in November 2017 for the acquisition of Radial.

In July 2018, bpost finally issued a EUR 650.0 million 8-year bond. Due to the fact that the duration and the nominal amount of the issued bond had changed compared to February 2018, the amount of the cashflow hedge ineffectiveness (based on the hypothetical derivative method) amounted to EUR 1.5 million and it was recognized in profit or loss as finance expense. The effective part of the cash-flow hedge (EUR 20.0 million) has been recognized in other comprehensive income (amount net of tax is EUR 14.8 million) as cash-flow hedge reserve. This cash-flow hedge is reclassified to profit or loss during the same periods as the longterm bonds' cash-flows will affect profit or loss over 8 years as from its issuance date. In 2018 an amount of EUR 1.2 million has been reclassified to the profit and loss statement.

6.32 Contingent liabilities and contingent assets

As described under note 6.29, the Brussels Court of Appeal annulled the Belgian Competition Authority's decision imposing a fine of EUR 37.4 million on November 10, 2016. The Belgian Competition Authority appealed this judgment before the Supreme Court on points of law. The Supreme Court issued its decision on November 22, 2018, it partially upheld

2018 the outstanding commercial paper issued by bpost amounted to EUR 165.0 million. The maturity of the different commercial papers ranges between 1 to 6 months. Given the current market conditions, bpost can benefit from negative interest rates.

Net investment hedge

In the third quarter of 2018, bpost entered into a USD term loan, with a maturity of 3 years with two possible extensions of one year each. bpost with EUR as its functional currency along with the issuance of the bond, borrowed USD in order to refinance the November 2017 acquisition of Radial Holdings, LP. bpost borrowed a part in USD to mitigate the risk on foreign exchange rate differences on the foreign operations, hence bpost performed a net investment hedge. Consequently, the effective portion of changes in the fair value of the hedging instrument, is recognized in other comprehensive income. The notional amount of the hedging amounted to USD 143.0 million, whereas the carrying amount converted into Euro amounted to EUR 124.9 million. At December 31, 2018 the net loss on the revaluation of the USD loan recognized in other comprehensive income and accumulated in the foreign currency translation reserve amounted to EUR 5.7 million. There was no ineffectiveness in the year December 31, 2018.

the appeal. This will lead to a new trial before the Brussels Court of Appeal. The foregoing constitutes a contingent asset should the Court of Appeal annul the Belgian Competition Authority's decision again, bpost may recover the fine of EUR 37.4 million (excluding interests).

6.33 Rights and commitments

Guarantees received

At 31 December 2018, bpost benefits from bank guarantees in a sum of EUR 19.4 million, issued by banks on behalf of bpost's customers (2017: EUR 13.3 million). These guarantees can be called in and paid against in the event of non-payment or bankruptcy. They therefore offer bpost financial certainty during the period of contractual relations with the customer.

Goods for resale on consignment

At 31 December 2018, merchandise representing a sales value of EUR 1.7 million had been consigned by partners for the purpose of sale through the postal network.

Revolving credit facilities

bpost has two undrawn revolving credit facilities for a total amount of EUR 375.0 million. The syndicated facility amounts to EUR 300.0 million and expires in October 2022 (possible extension until 2024) while the bilateral facility of EUR 75.0 million expires in June 2023 (possible extension until 2025) and allows for EUR and USD drawdowns. The interest rate of EUR 300.0 million revolving credit facility changes according to bpost's sustainability rating as determined by an external party.

Guarantees given

bpost acts as guarantor (EUR 1.1 million guarantee) in the framework of the DoMyMove collaboration agreement between bpost and Engie Electrabel.

6.34 Related party transactions

a) Relations with the shareholders

The Belgian State as a shareholder

The Belgian State, directly and through the Société Fédérale de Participations et d'Investissement/Federale Participatie-en Investeringsmaatschappij ("SFPI/FPIM"), is the majority shareholder of bpost and holds 51.04% of bpost. Accordingly, it has the power to control any decision at the Shareholders' Meeting requiring a simple majority vote.

The rights of the Belgian State as bpost's shareholder are defined in the corporate governance policies (publicly available on bpost website).

The Belgian State as public authority

The Belgian State is, together with the European Union, the main legislator in the postal sector. The Belgian Institute for Postal services and Telecommunications ("BIPT"), the national regulatory authority, is the main regulator of the postal sector in Belgium.

bpost has an agreement with Belfius, ING and KBC, according to which they agree to provide for up to EUR 82.1 million in guarantees for bpost upon simple request.

Currency Swap

At year-end 2018 bpost had four foreign exchange swaps and three foreign exchange forwards outstanding, six with ING and one with KBC.

On January 5, 2018 bpost entered into a swap contract to exchange SGD 0.5 million against EUR 0.3 million to cover the currency risk of a specific debt in SGD. On March 28, 2018 bpost entered in a foreign exchange swap with KBC to exchange PLN 1.9 million against EUR 0.4 million to cover the currency risk of a specific debt in PLN. The other two foreign exchange swaps started both on April 13, 2018 to exchange USD 0.5 million with EUR 0.4 million. Furthermore on May 2, 2018 bpost underwrote three foreign exchange forwards to exchange USD 8.9 million with EUR 7.0 million. All the USD contracts are used to cover the currency risk of specific debts in USD.

Funds of the State

bpost settles and liquidates the financial transactions of government institutions (taxes, VAT, etc.) on behalf of the State. The funds of the State constitute transactions "on behalf of" and are not included in the statement of financial position.

The Belgian State as a customer

The Belgian State is one of bpost's largest customers. Including the remuneration for the Services of General Economic Interest ("SGEIs"), 10.2% of bpost's total operating income in 2018 was attributable to the Belgian State and State related entities.

bpost provides postal delivery services to a number of ministries, both on commercial terms and pursuant to the provisions of the management contract.

bpost provides universal postal services and SGEIs entrusted to it by the Belgian State, covering postal, financial, and other public services. The Law of March 21, 1991, the Postal Law of January 26, 2018, the management contract as well as concession agreements set out the rules and conditions for carrying out the obligations that bpost assumes in execution of its universal postal services and SGEIs, and, where applicable, the financial compensation paid by the Belgian State.

The SGEIs entrusted to bpost under the management contract include the maintenance of the retail network, the provision of day-to-day SGEIs (i.e., "cash at counter" services and home delivery of pensions and social allowances) and the provision of certain ad hoc SGEIs, which are SGEIs that by their nature are provided without any recurrence. Ad hoc SGEIs include the social role of the postman, especially in relation to persons who live alone or are the least privileged (this service is rendered through the use of handheld terminals and the electronic ID card by mail carriers on their round), the "Please Postman" service, the distribution of information to the public, cooperation with regard to the delivery of voting paper packages, the delivery of addressed and unaddressed election printed items, the delivery at a special price of postal items sent by associations, the delivery of letter post items falling within the freepost system, the payment of attendance fees during elections, the financial and administrative processing of fines, the printing and sale of fishing permits and the sale of post stamps.

The SGEIs entrusted to bpost under the management contract are aimed at satisfying certain objectives related to the public interest. In order to ensure territorial and social cohesion, bpost must maintain a retail network consisting of at least 1,300 postal service points. At least 650 of these postal service points must be post offices.

Tariffs and other terms for the provision of certain of the services provided under the management contract are determined in implementing agreements between bpost, the Belgian State and, where relevant, the other parties or institutions concerned.

The 5th management contract expired on December 31, 2015. On December 3, 2015, bpost and the Belgian State signed the 6th management contract. This management contract provides for a continued provision of the aforementioned SGEIs for a new period of five years, ending on December 31, 2020.

bpost furthermore continues to provide the SGEIs of early delivery of newspapers and distribution of periodicals. Until December 31, 2015, these services were provided under the 5th management contract. In accordance with the Belgian State's commitment to the European Commission, a competitive, transparent and non-discriminatory market consultation procedure with respect to these services was organized, following which the provision of the services was awarded to bpost in October 2015. Consequently, since January 1, 2016, the services of distribution of newspapers and periodicals are delivered in accordance with the concession agreements executed between bpost and the Belgian State in November 2015.

On June 3, 2016, the European Commission approved both the 6th management contract and the concession agreements on distribution of newspapers and periodicals under the state aid rules1 .

bpost also provides cash account management services to the Belgian State and certain other public entities pursuant to the Royal Decree of January 12, 1970 regulating the postal service as amended pursuant to the Royal Decree of April 30, 2007 regulating postal financial services and the Royal Decree of April 14,

2013 amending the Royal Decree of January 12, 1970 regulating the postal service.

The compensation granted to bpost in respect of the SGEIs is being disclosed in note 6.8 of the annual report and amounted to EUR 271.4 million for 2018 (EUR 270.0 million in 2017).

The compensation of SGEIs is based on a net avoided cost ("NAC") methodology. This methodology provides that compensation shall be based on the difference between (i) the net cost for the provider of operating with the SGEI obligation and (ii) the net cost for the same provider of operating without that obligation.

The compensation for the distribution of newspapers and periodicals consists of a flat amount and a variable fee based upon distributed volumes. This compensation is subject to further ex-post verifications and must be NAC compliant.

In 2015, the Belgian State unilaterally decided to reduce the compensation for 2015 by EUR 6.5 million. Nevertheless, bpost has reserved its rights and booked an equivalent amount of doubtful debt that is still outstanding per end of December 2018. Including the doubtful debtor, the outstanding amount owned by the Belgian State for the SGEI remuneration on December 31, 2018 amounted to EUR 107.6 million (EUR 100.2 million on December 31, 2017). bpost has also provided a bank guarantee of EUR 5.4 million with respect to the SGEI remuneration to the Belgian State.

Excluding the SGEI remuneration, the services provided to State related customers do not exceed 5% of bpost's total operating income.

b) Consolidated companies

A list of all subsidiaries (and equity-accounted companies), together with a brief description of their business activities, is provided in note 6.35 of this annual report.

Balances and transactions between bpost and its subsidiaries, which are related parties of bpost, have been eliminated within the consolidated financial statements and are not disclosed in this note.

c) Relations with associates

bpost bank is a 50% associate of bpost. bpost bank's other shareholder is BNP Paribas Fortis with the remaining 50%.

As a registered banking and insurance intermediary, bpost distributes banking and insurance products on behalf of bpost bank. bpost, in its quality of service provider, furthermore provides back office activities and other ancillary services to bpost bank. Several agreements and arrangements exist in this respect among the three companies as detailed below.

The main banking and insurance products distributed by bpost bank through bpost are current accounts, saving accounts, term accounts, certificate of deposits and funds or structured products provided by BNP Paribas Fortis, respectively accident and/or health insurances, and annuity and pension products, including 'branch 21' and 'branch 23' life insurances provided by AG Insurance.

(1) In October 2016, the Flemish Federation of Press Vendors ('Vlaamse Federatie van Persverkopers') sought the annulment of the European Commission's clearance decision before the General Court on procedural grounds. In February 2019, the General Court has removed the case from the register following the request by VFP to discontinue the proceedings.

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bpost bank had approximately 735,000 current accounts and 909,000 savings accounts as of December 31, 2018. All accounts include basic services such as debit cards, access to payment and money transfer services and cash withdrawals at post office tellers or ATMs. bpost also offers the MasterCard bpost bank credit card.

bpost bank's customer lending activity consists of granting or offering consumer credits and mortgages credits. As of December 31, 2018, bpost bank had approximately EUR 4,936 million in loans on its balance sheet.

bpost bank does not perform any asset management activities nor any private banking or commercial lending.

Banking and insurance partnership agreement

The cooperation between bpost bank and BNP Paribas Fortis with respect to bpost bank is set out in a banking partnership agreement that was renegotiated and signed on December 13, 2013.

The framework agreement provides in substance that (i) bpost and BNP Paribas Fortis will continue to cooperate through bpost bank, which will continue to be an associate of bpost; (ii) bpost will remain, subject to certain exceptions provided for in the partnership agreement, the exclusive distributor of bpost bank's products and services through its network of post offices; and (iii) bpost will continue to provide back office activities and other ancillary services to bpost bank.

The insurance products of AG Insurance are offered and marketed via bpost bank using the distribution network of bpost.

The cooperation between AG Insurance, bpost bank and bpost is set out in an insurance distribution agreement that was renegotiated and signed on December 17, 2014.

The distribution agreement provides for an access fee, commissions on all the insurance products sold by bpost and additional commissions if certain sales objectives are achieved.

bpost bank pays bpost a commission determined in accordance with market conditions for the distribution of banking and insurance products and for the performance of certain back-office activities. The amount of the commission for the distribution of banking and insurance products depends, inter alia, on the interest margin realized by bpost bank, the assets under management and the sales of financial/insurance products realized by bpost's retail network. Total income related to banking and financial products amounted to EUR 167.1 million in 2018 (2017: EUR 182.6 million), of which a significant amount is related to the commission paid by bpost bank. The amount owed by bpost bank to bpost on December 31, 2018 amounted to EUR 7.2 million (2017: EUR 5.7 million).

Working capital

bpost bank has placed a working capital of EUR 12.0 million at the disposal of bpost without guarantee or payment of interest by bpost. This working capital remains available to bpost throughout the term of the banking partnership agreement. It is intended to constitute the working capital enabling bpost to conduct business on behalf of bpost bank.

Dividend

In 2018 bpost received a total dividend of EUR 4.0 million from bpost bank (EUR 11.75 million in 2017).

d) Compensation of key management

Key management personnel are those persons with authority and responsibility for the strategic orientation of the company. For bpost, key management personnel is composed of all members of the Board of Directors and Group Executive Committee.

As further described in the Remuneration Report, the remuneration of the members of the Board of Directors (with the exception of the CEO) was approved by the General Shareholders' Meeting of 25 April 2000 and continued to be applicable in 2018.

The Board of Directors' members, with exception of the CEO, are entitled to a fixed annual remuneration. They are also entitled to an attendance fee per attended meeting of the Advisory Committee meetings.

In 2018, total remuneration paid to the Board of Directors' members (excluding the CEO) amounted to EUR 0.33 million (2017: EUR 0.35 million).

The remuneration package of the CEO and the members of the Group Executive Committee consists of (i) a base remuneration, (ii) a short-term incentive variable remuneration, (iii) a pension contribution and (iv) various other benefits.

For the year ended December 31, 2018, a global remuneration of EUR 4.06 million (2017: EUR 2.88 million) excluding the variable remuneration was paid to CEO and the members of the Group Executive Committee, and can be broken down as follows:

  • base remuneration: EUR 3,489,148.24 (2017: EUR 2,458,846.37)
  • pension contribution: EUR 327,859,56 (2017: EUR 227,723.16)
  • other benefits: EUR 238,206.00 (2017: EUR 198,415.74)
    • insurance covering death-in-service, disability and medical coverage: EUR 90,549.57 (2017: EUR 74,685.96)
    • representation fees: EUR 29,319.58 (2017: EUR 24,529.86)
    • leasing costs for company car: EUR 118,336.85 (2017: EUR 99,199.92)

In addition, the CEO and the members of the Group Executive Committee received in 2018 a global variable remuneration of EUR 1,210,367.99 (2017: EUR 1,196,125.45) because the corporate objectives and the individual targets for the year that ended on December 31, 2017 were met (the 2017 assessment was only completed in 2018).

No shares, stock options or other rights to awards shares were granted to or exercised by the CEO or the other members of the Group Executive Committee or have expired in 2018. No options under previous stock option plans were still outstanding for the financial year 2018.

A more detailed overview of the compensation of key management of bpost and bpost's remuneration policy is included in the remuneration report.

6.35 Group companies

The business activities of the main subsidiaries can be described as follows:

  • • Euro-Sprinters operates bpost's special logistics network, mainly including courier services.
  • • Speos Belgium manages outgoing document flows for its customers, specializing in the outsourcing of financial and administrative documents, such as invoices, bank statements and salary slips. Services include document generation, printing (black and white or full color) and enclosing, electronic distribution (email, zoomit, webservices) and archiving. Speos also offers backup and peak solutions for companies having their own print shop. Furthermore Speos offers dedicated end-to-end solutions (e.g. European License Plate).
  • • Certipost provides document security, digital certification and Belgian e-ID activities.
  • • Mail Services Incorporated (MSI) based in the USA, is a cross-border mail consolidator offering mainly international outbound distribution products. In 2018 IMEX Global Solutions and M.A.I.L. were bought and together with MSI they are operating as the Mail Group. IMEX Global Solutions is a 3rd party logistics company in the US, active in cross-border publication and mail delivery. M.A.I.L. is active in the field of business mail/catalogue distribution for re/e-tailers and mail-room services as well as parcel distribution.
  • • Landmark Global (UK) is a UK based mail, parcel and transport company providing global logistics solutions to the market in UK. Based near to Heathrow airport, Landmark Global (UK) has a customs bonded facility enabling to offer customs clearance services and x-ray security screening services. Landmark Global (UK) acts as an inbound and outbound gateway for other bpost entities around the world.
  • Through Landmark Global (UK), bpost is active in Asia, operating in Singapore through bpost Singapore Pte and in Hong Kong through bpost Hong Kong. These companies originally focused on delivery of financial documents, but bpost is transforming bpost Hong Kong to provide a full range of delivery and logistics solutions, including cross-border mail and parcels and e-commerce fulfillment. Their customers are spread across the banking, insurance, asset management, publishing and printing sectors. Similar to MSI, they are mainly focused on directly collecting parcels from overseas e-commerce companies and businesses for delivery in Europe and other regions. bpost International Logistics (Beijing) Co. is a company affiliated to bpost Hong Kong and is established in Beijing (China). It offers a full range of cross-border parcel distribution services to the Chinese e-tailers and consolidators, with a strong focus on delivery of parcels to European and other global buyers. It is primarily active in Beijing, Shanghai and Shenzhen.
  • • Landmark Global based in the USA and the Canadabased Landmark Trade Services company are leading international parcels consolidators, active in the United States and Canada. They are mainly focused on the distribution of e-commerce parcels from U.S. based e-tailers into Canada, Europa and Australia. It also offers various fulfillment services in locations in the United States for its e-commerce customers.

Over the last years it has expanded in offering various logistics solutions to its existing client base.

  • • Landmark Global (PL) provides fulfillment, logistics and distribution activities. It operates as logistics and distribution partner for direct selling companies across Western, Central and Eastern Europe.
  • • Landmark Global (Netherlands) provides import services for US customers looking to sell their products in Europe. This includes customs clearance services, warehousing, pick & pack and last mile delivery. Landmark Trade Services (Netherlands) is a spin-off company of Landmark Global (Netherlands) which focuses on advising new US customers on how to enter their products into Europe. This includes both advice on customs/VAT set-up and on product registration in the various European countries.
  • • Landmark Trade Services (UK) provides import services for goods entering the UK. Its location right next to London Heathrow makes it ideally suited to service US to UK airlift imports. Landmark Trade Services USA provides import services for goods entering the US.
  • • Freight Distribution Management Systems PTY and FDM Warehousing PTY are specialized in providing a personalized customer service for warehousing, fulfillment and distributing products in Australia. Its business consists of third party logistics (3PL) warehousing, transport & distribution.
  • • Apple Express Courier and Apple Express Courier's business consists of the last mile delivery, transportation and fulfillment services for clients in Canada and the US.
  • The activities of Ubiway Group relate to press logistics, non-press logistics and convenience & proximity retail. AMP is a prominent player in the Belgian press distribution market with a large number of points of sale serviced and a large number of titles distributed. Ubiway Group also offers non-press logistics services related to parcels and value-added e-commerce solutions, such as 3PL logistics (supply chain services) and an open access network of parcel pick-up and delivery points in Belgium under the Kariboo! brand. Convenience distribution relates to Burnonville which distributes non-press and non-food (impulse) products to retailers. Ubiway Retail is a significant player in the national press, tobacco and convenience retail market with a network of shops mostly operated under the Press Shop, Relay, Hello! and Hubiz brands.
  • • Radial is a leading player in integrated e-commerce logistics and omnichannel technology, enabling brands and retailers to profitably exceed retail customer expectations. Radial's technical, powerful omnichannel solutions connect supply and demand through efficient fulfillment and transportation options, intelligent fraud protection, payments, and tax systems, and personalized customer care services. Hundreds of retailers and brands confidently partner with Radial to simplify their post-click e-commerce and improve their customer experiences. Radial brings flexibility and scalability to their supply chains and optimizes how, when and where orders go from desire to delivery.
  • • DynaGroup offers a range of specialized logistical services and software, from the repair of electronics (from smartphones and drones to coffee machines) to personalized e-commerce delivery services, for both small products (ranging from passports to

smartphones with contract finalization on the doorstep) and large consumer products (such as the delivery and installation of large televisions, washing machines and furniture).

  • Leen Menken Foodservices Logistics is a logistic operator for the transport of refrigerated and frozen products for e-commerce.
  • The business activities of Active Ants consists of product storing, picking, packing, organization of transport activities, returns handling and shipping for e-commerce businesses.
Name Share of voting rights in%
terms
2018 2017 incorporation
bpost bank NV-bpost banque SA 50% 50% Belgium
Name Share of voting rights in%
terms
Country of
2018 2017 incorporation
Alteris NV-SA 100.0% 100.0% Belgium
Landmark Global (Belgium) NV-SA 100.0% 100.0% Belgium
Certipost NV-SA 100.0% 100.0% Belgium
Euro-Sprinters NV-SA 100.0% 100.0% Belgium
CityDepot NV-SA 99.7% 99.7% Belgium
Parcify NV-SA1 100.0% 51.0% Belgium
Landmark Global (PL) Sp z o.o. 100.0% 100.0% Poland
Speos Belgium NV-SA 100.0% 100.0% Belgium
Mail Services INC 100.0% 100.0% USA
Landmark Global (UK) LTD 100.0% 100.0% UK
bpost Hong Kong LTD 100.0% 100.0% Hong Kong
bpost Singapore Pte. LTD 100.0% 100.0% Singapore
bpost International Logistics (Beijing) Co., LTD 100.0% 100.0% China
bpost U.S. Holdings INC 100.0% 100.0% USA
Landmark Global, INC 100.0% 100.0% USA
Landmark Trade Services, LTD 100.0% 100.0% Canada
Landmark Global (Australia) Distribution PTY LTD 100.0% 100.0% Australia
Landmark Global (Netherlands) BV 100.0% 100.0% Nether ands
Landmark Trade Services (Netherlands) BV 100.0% 100.0% Netherlands
Landmark Trade Services (UK) LTD 100.0% 100.0% UK
Landmark Trade Services USA, INC 100.0% 100.0% USA
Apple Express Courier INC 100.0% 100.0% USA
Apple Express Courier LTD 100.0% 100.0% Canada
Freight Distribution Management Systems PIY, LID 100.0% 100.0% Australia
FDM Warehousing PTY, LTD 100.0% 100.0% Australia
AMP NV-SA 100.0% 100.0% Belgium
Burnonville NV-SA 100.0% 100.0% Belgium
Import Lux Burnonville SARL 100.0% 100.0% Luxemburg
Alvadis NV-SA 100.0% 100.0% Belgium
Ubiway NV-SA 100.0% 100.0% Belgium
Distrisud-Bellens NV-SA 100.0% 100.0% Belgium
Ubiway Services NV-SA 100.0% 100.0% Belgium
Internationale Boekhandel Distributiedienst NV-SA 100.0% 100.0% Belgium

Distridijle NV-SA 100.0% 100.0% Belgium
Ubiway Retail NV-SA 100.0% 100.0% Belgium
Kariboo! NV-SA 100.0% 100.0% Belgium
de Buren Internationaal BV1 51.0% 51.0% Netherlands
de Buren Nederland BV1 51.0% 51.0% Netherlands
de Buren Afhaalcentrum BV1 51.0% 51.0% Netherlands
de Buren Techniek BV1 51.0% 51.0% Netherlands
Dragstra Automatisering BV1 51.0% 51.0% Netherlands
Nuleverbaar.NL BV1 51.0% 51.0% Netherlands
de Buren Belgium NV-SA1 51.0% 51.0% Belgium
de Buren Financial BV 51.0% - Netherlands
Bubble Post NV-SA 100.0% 100.0% Belgium
Bubble Post BV2 - 100.0% Netherlands
Parcify BV2 - 51.0% Netherlands
Welcome Media NV-SA 100.0% 100.0% Belgium
Dynagroup BV 100.0% 100.0% Netherlands
Dynafix Repair BV 100.0% 100.0% Netherlands
Dynalogic Benelux BV 100.0% 100.0% Netherlands
Dynafix Care BV 100.0% 100.0% Netherlands
Dynalogic Courier BV 100.0% 100.0% Netherlands
Dynafix Computer Repair BV 100.0% 100.0% Netherlands
Dynasure BV 100.0% 100.0% Netherlands
Dynafix Onsite BV 100.0% 100.0% Netherlands
Dynalinq BV 100.0% 100.0% Netherlands
Dynalogic Belgium NV 100.0% 100.0% Belgium
Radial Solutions Hong Kong LTD 100.0% 100.0% Hong Kong
Radial Holdings LP 100.0% 100.0% USA
Radial Commerce INC 100.0% 100.0% USA
Radial South LP 100.0% 100.0% USA
Radial INC 100.0% 100.0% USA
935 HQ Associates LLC 100.0% 100.0% USA
Radial Luxembourg SARL 100.0% 100.0% Luxembourg
Radial Omnichannel Technologies India Private LTD 100.0% 100.0% India
Trade Port Drive LLC 100.0% 100.0% USA
Radial Omnichannel International SLU 100.0% 100.0% Spain
Radial Fullfillment GmbH 100.0% 100.0% Germany
Radial GmbH 100.0% 100.0% Germany
Radial Commerce LTD 100.0% 100.0% UK
Radial Solutions Singapore PTE LTD 100.0% 100.0% Singapore
Radial E-commerce (Shanghai) Corp. LTD 100.0% 100.0% China
bpost North America Holdings, INC 100.0% 100.0% USA
Radial III GP, LLC 100.0% 100.0% USA
Radial South GP, LLC 100.0% 100.0% USA
IMEX Global Solutions, LLC 100.0% - USA
M.A.I.L. (Mailing Assistance In Lafayette), INC 100.0% - USA
Leen Menken Foodservice Logistics BV 100.0% - Netherlands
Active Ants BV 63.6% - Netherlands
Anthill BV 63.6% - Netherlands

(1) Fully consolidated

(2) Liquidated during the year 2018

6.36 Events after the statement of financial position date

In February 2019, bpost agreed to exit its participation in de Buren. In the process bpost acquired the de Buren assets in Belgium. This will allow bpost to further boost its last mile parcel service offering in Belgium through a dense network of parcel lockers walls.

Summary of the financial statements of bpost NV/SA

This section contains a summary version of the statutory (non-consolidated) annual accounts of bpost NV/SA. The statutory auditor issued an unqualified opinion on the statutory accounts of bpost NV/SA as of and for the year ended December 2018.

The full version of the annual accounts is filed with the National Bank of Belgium and are also available free of charge on the bpost's website.

Balance sheet of bpost NV/SA (summary)

As at 31 December

In million EUR 2018 2017
Assets
Non-current assets
Intangible assets (including formation expenses) 24.6 14.5
Tangible assets 302.9 329.3
Financial assets 1,496.7 1,344.5
1,824.2 1,688.3
Current assets
Inventories 8.3 9.1
Trade and other receivables 505.9 444.0
Cash and cash equivalents 490.2 354.2
Deferred charges and accrued income 42.3 22.8
1,046.7 830.1
Total assets 2,870.9 2,518.4
Equity and liabilities
Equity
lssued capital 364.0 364.0
Reevaluation surpluses 0.1 0.1
Reserves 50.8 50.8
Retained earnings 172.8 172.5
587.7 587.4
Provisions
Pension related provisions 29.7 26.3
Provision for repairs and maintenance 0.1 1.2
Other liabilities and charges 139.4 155.6
169.1 183.1
Non-current liabilities
Long term debts 860.3 68.4
860.3 68.4
Current liabilities
Trade and other payables 224.0 206.3
Short term debts 199.9 724.1
Social debts payable 346.4 354.3
Income tax payable 24.9 46.3
Other debts 328.2 219.3
Accrued charges and deferred income 130.4 1293
1,253.8 1,679.6
Total liabilities 2,870.9 2,518.4

Income statement of bpost NV/SA (summary)

For the year ended 31 December

In million EUR 2018 2017
Revenue 2,128.2 2,114.7
Other operating income 51.0 40.9
Non-recurring operating income 1.2 0.0
Total operating income 2,180.4 2,155.7
Materials costs 6.2 79
Payroll costs 1,091.0 1,087.8
Services and other goods 661.2 606.3
Other operating expenses 10.5 13.5
Provisions (14.0) (5.6)
Depreciation and amortization 54.9 53.1
Non-recurring operating charges 1.0 1.1
Total operating expenses 1,810.8 1,764.1
Profit from operating activities 369.6 391.6
Financial gains / (losses) 11.7 30.7
Non recurring financial gains / (losses) (15.6) 0.3
Profit before tax 365.8 422.6
Income tax expense 103.5 131.6
Earnings after taxes 262.3 291.0

Management Responsibility Statement

Koen Van Gerven, Chief Executive Officer and Baudouin de Hepcée, Chief Financial Officer ad interim, declare in title and for the entity that to the best of their knowledge:

  • the consolidated financial statements for the financial years 2017 and 2018, prepared in accordance with "International Financial Reporting Standards" (IFRS) as accepted by the European Union up until December 31, 2018, give a true and fair view of the net assets, the financial position and the results of bpost NV/SA and the entities included in the consolidation scope; and
  • the management report related to the consolidated financial statements give a true and fair view of the development and the result of bpost's activities, as well as the position of bpost NV/SA and the entities that are included in the consolidation scope, together with a description of the main risks and uncertainties that bpost faces.

Koen Van Gerven Baudouin de Hepcée Chief Executive Officer Chief Financial Officer a.i.

CSR Review

CSR Strategy - People, Planet, Proximity

As one of the largest employers in Belgium, bpost plays a major role in society. It is our duty to set an example. This is why our ambition is to make our company processes and culture sustainable. In so doing, we are able to achieve a sustainable growth and be recognized by our stakeholders (customers, shareholders, government, employees, suppliers, trade unions, NGOs) as a socially responsible company. It is also important to us that our customers know that their letters, parcels and logistics are processed in a responsible way. One of the key examples of bpost's striving for sustainable growth is the sustainability loan it took out at the end of 2017. The interest rate of this EUR 300 million revolving credit facility (RCF) changes according to bpost's sustainability rating as determined by an external party. The loan was the first of its kind in Belgium and incentivizes our organization to become even more sustainable.

Together with our stakeholders, we performed a materiality assessment, based on which we defined our CSR strategy structured in the three following pillars:

  • People: we care about our employees and are committed to them.
  • · Planet: we strive to reduce our impact on the environment.
  • · Proximity: we are close to the society and its emerging needs.

More about our materiality assessment methodology and our stakeholder dialogue can be found on our website.

For each of these pillars, we have linked our material topics and strategic KPIs on which we intend to focus:

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and bpostos emissions of
t%12
eS
scope and
) are thus
better than average
tons of
%12
).

Source httpsYYYsecureZbenlpublicatiesYpabsenteismein

Source httpsYYYipcbesectordatasustainabilityemissions

Our CSR
priorities
(material
topics)
Related risk & opportunities Strategic KPI Target Result 2018 vs
target
Result 2018 vs. external environment
Proximity
Proximity to
our society
Proximity to society is part
of bpost's mission. Forgetting
the local community would
be detrimental to bpost's
reputation.
Number
of social
initiatives
To be recognized
by our
community as
a sustainable
partner
13 Our Duo For a Job initiative was
awarded "Coup de Cœur 2018" by the
jury of PostEurop.
Proximity to Having a clear overview of our
our suppliers supply chain brings efficiency
and helps avoid supply risks (e.g.
financial or supply stability).
Also, including sustainability
requirements helps mitigate
reputational risks linked
to unethical behavior or
environmental damage.
Share of
significant
tier I
suppliers
covered by
our Supplier
Code of
Conduct
100% 100% Since 2018, 100% of bpost Belgium
suppliers are covered by the supplier
code of conducts (now included in
our general terms and conditions for
all our contracts). Ecovadis surveyed
120 companies on their procurement
practices in 20174. From this survey,
it appears that not more than 45%
of the companies spend 75% or more
of their procurement volume on
strategic suppliers covered by their
sustainable procurement policy.
Proximity
to our
customers
through our
services
Enhancing our customer
experience and improving
our offer improves customer
retention. Moreover, developing
more sustainable solutions
gives an opportunity to go
beyond customer expectations,
thus improving our market
positioning.
Customer
satisfaction
To exceed or
meet the level
of previous year
(2017 bpost
Belgium: 86).
84
One of the
reasons behind
the decline
of customer
satisfaction
can be related
to the strikes
that occurred
in Q4 of 2018,
which affected
the timeliness
and quality
of the mail
distribution.
bpost Belgium: bpost measures customer satisfaction
on a 7-point scale. Other companies
tend to use a 5-point or 10-point
scale. Moreover, we mix results
of both residential and business
customers in our approach. This
makes it difficult to compare results
with other companies or benchmarks.

(1) Source: Ecovadis - Scaling Up Sustainable Procurement, 2017.

Key achievements in 2018

Our CO2 Science Based Target has been approved

We are aware that our activities generate a significant level of GHG emissions. Reducing our ecological impact is part of the promise we have made to our customers and stakeholders.

By the end 2017, bpost had successfully reduced its greenhouse gas emissions by -37% since 2007. In 2018, we were awarded "greenest postal operator in the world" for the sixth year in a row by the International Post Corporation. This year, to further push our efforts to meet the 2015 Paris Climate Agreement, we decided to set an ambitious "Science-Based Target" for the carbon footprint of the entire bpost group: -20% CO2 emissions by 2030, compared to our new baseline year 2017.

Compared to business as usual, this represents a reduction of nearly -40%.

We were proud to see our new target approved by the "Science Based Target" initiative. This means our ambition is recognized as having the potential to contribute to keep the rise in global temperature below two degrees Celsius compared to pre-industrial temperatures.

To achieve this goal, we will exchange 50% of our diesel vehicles by 2030 for an electrical alternative. In Belgium, there will be more than 600 new electric vehicles by 2022, and more than 3,400 by 2030. This is ambitious compared to the overall expectations regarding the electrical vehicles market. Indeed, according to a Bloomberg prediction1 , 55% of all new car sales and 33% of the global fleet will be electric by 2040. But at bpost, we are aiming for 50% by 2030.

Other initiatives also aim to reduce our carbon footprint, such as the purchase of green electricity, "eco driving" training, electrical company cars and alternative ways to come to work. At our subsidiaries, we want to switch to electrical vehicles, purchase green electricity, and switch to LED lighting when relevant.

SDG Roundtable with the Queen

bpost has committed to contribute to the United Nations Sustainable Development Goals (SDGs). As an environmentally and socially responsible publicly quoted company, we acknowledge our role and shared responsibility in the implementation of these goals. In this context, we have endorsed the Belgian SDG Charter since 2016. More specifically, our operations contribute most to the following SDGs: 9 (Industry, innovation and infrastructure), 12 (Responsible consumption and production), 8 (Decent work and economic growth), 13 (Climate action) and 11 (Sustainable cities and communities).

On 14th June 2018, our CEO Koen Van Gerven participated in a roundtable discussion on the SDGs presided by Her Majesty the Queen. A dozen companies attended the event to discuss their ideas regarding sustainability in line with the United Nations' Development Goals. Our CEO presented several bpost initiatives to the Queen and the Minister. At the end of the meeting, Koen offered Queen Mathilde a honeypot from our "Beepost" production, located on the rooftop of our headquarters in Brussels.

(1) Source: Bloomberg (2018) – Electric Vehicle Outlook 2018. https://about.bnef.com/electric-vehicle-outlook/

bpost signed the Green Deal Biodiversity

2roZimity Yith Yider society is part of our mission 9e are in daily contact Yith the local communities 9e therefore Yant to taMe this opportunity to improve the biodiversity and environment that surround them

6o this end bpost \$elgium has subscribed to the )reen &eal \$iodiversity Yith more than |companies organi\ations and local governments

)reen &eal is a voluntary agreement betYeen publicprivate partners and the (lemish )overnment to start a Loint green proLect 6hrough the )reen &eal \$iodiversity bpost commits to increasing biodiversity inside and outside its corporate sites over the neZt three|years

Speciˑcally relatively simple measures are being taMen to enhance the natural value of our sites #n eZample is the installation of an insect hotel at our head o˓ce in \$russels

Our efforts for more inclusiveness have been awarded "Coup de Cœur 2018" by PostEurop

bpost cares about its people but also about the community and inclusion #t bpost Ye engage Yith society by supporting proLects and organi\ations that align Yith our mission

s a part of our eːorts for increased social inclusion Ye partnered Yith &uo for a ,ob 6his \$elgian organi\ation matches young immigrant Lob seeMers Yith over year olds 6hanMs to their professional sMills and eZperiences in related ˑelds these overs can accompany and support the young professionals in their Lob search

6he obLective of the initiative for Yas to have bpost voluntary mentors trained and operational by the end of the year

9e value this proLect as it is facilitating the future employment of young people Yithout a netYorM Yhile recogni\ing the value of the eZperience of older bpost employees (or both participants the eZperience brings about high motivation recognition and human impact 6he initiative also made it possible for bpost to be aYarded p%oup de %yur q by the Lury of PostEurop.

%JCNNGPIG QH

Together towards the future: re-establishing trust through social dialogue

bpost provides stable fulltime Lobs Yith meaningful YorM especially for the of our employees Yith loY Sualiˑcations 1ur employees are thus at the heart of our business +f they feel satisˑed and enthusiastic they can in turn enthuse our customers and earn their loyalty 6his encourages bpost to YorM hard to promote Yellbeing and good YorMing conditions for our employees

0evertheless our business is constantly changing and neY challenges arise all the time

1ur challenge is to ˑnd the right balance betYeen adLusting to marMet changes and ensuring stable YorMing conditions 6herefore Ye try to foster a good dialogue and relationship Yith the unions in order to react promptly to incidents avoid escalation and mitigate social conflicts

9e ended the year Yith important agreements regarding the Yellbeing of our employees and the future of bpost 6he obLective Yas to ansYer our employeeso YorMload demands and to restore trust 6his resulted in a neY collective labor agreement for in Yhich measures to increase the purchasing poYer decrease the YorMload and secure future Lob preservation Yere laid doYn 6his agreement Yill impact bpost \$elgiumos cost base by about E74||million annually

+n the end those proposals bring together many positive elements Yhich represent a breaMthrough for the Yellbeing of our employees and for the future of our company

CSR consolidated statements

About our CSR consolidated statements

This CSR report has been prepared in accordance with the GRI (Global Reporting Initiative) Standards (core option) and is structured based on our material aspects. The GRI Content Index can be found on our website.

Scope and boundaries

The information used for this CSR consolidated statement was collected from internal departments and is mainly based on information available through internal reporting. The information regards the 2018 calendar year and covers all of bpost's activities, including those of its subsidiaries, unless specifically stated otherwise.

The complete list of bpost's subsidiaries can be found in bpost's Financial Consolidated Statements. We define a subsidiary as an entity in which bpost owns more than 50% of the shares and that is significant in terms of turnover and employees. Subsidiaries included for our reported data are listed below.

bpost entities Ownership Scope % of FTE Planet People Proximity
bpost Belgium
(bpost SA/NV)
100% Yes 75
Radial 100% Yes 18
Landmark Group 100% Yes 2
Dynagroup
(incl. Leen Menken)
100% Yes 2
Ubiway (incl. Kariboo!) 100% Yes l
Speos 100% Yes l
Apple Express 100% Yes l
FDM 100% Yes < ]
Active Ants 63.6% Yes < 1
CityDepot 99.7% Yes < 1
Euro-Sprinters 100.0% Material only for
subcontracted transport
n/a n/a n/a
de Buren 51.0% Not material based on FTE n/a n/a n/a n/a
bpost bank 50.0% No operational control n/a n/a n/a n/a

Data almost complete for subsidiary

The subsidiaries in scope are included as of the date of acquisition. If the subsidiary was acquired in 2018, the data only covers the period after the date of acquisition. This is the case for the subsidiary Active Ants.

Data quality and reliability

The quality and reliability of environmental data in the CSR consolidated statement is ensured by the Environmental and Energy Department of bpost Belgium, which performs yearly data checks and analyses, develops reduction plans and works closely with the different authorities. We involved various external parties when assessing the quality of the reported data: CO-Logic, ISW Europa and Deloitte.

The HR data in the CSR consolidated statement are mostly reported to external parties, such as the National Social Security Office.

In 2018, we took further actions in our internal reporting processes in order to improve the reliability of data provided by our subsidiaries. To this end, we formalized the definitions of our indicators. As a consequence, we made some restatements concerning 2017 data published.

External verification

DNV, an external body, verifies the quality of bpost's CO2 emissions data according to the ISO 14064 Standards. Also, bpost has obtained ISO 14001 certification for its strategic sites in Belgium from AIB Vincotte. bpost wants to further formalize the data reporting of its subsidiaries before submitting its entire CSR report for external verification.

For more information related to our CSR governance and awards and partnerships, we refer to our website.

People

At bpost, we believe it is essential to engage and enthuse our employees in our mission to be a major part of our customers' daily lives. With employees all over the world, human capital is a priority for us. We value the wide array of skills, competences and unyielding loyalty our employees offer our company.

It is our duty to provide all of our employees with the best corporate culture, safeguarding good working conditions, ethical behavior, health, safety and wellbeing at work. We achieve this by taking various actions within the different countries, businesses and business units to strengthen and anchor this "culture shaping" process. For instance, the bpost Code of Conduct was revised in 2018 to align our values within all bpost subsidiaries.

By measuring the employee engagement score and absenteeism level, we are able to keep an eye on how our people feel about their jobs. Since these indicators are outcomes of our employee-related policies, such as health and safety, training and development, ethics and diversity and social dialogue, they provide good insight into our company culture and help us to make modifications when and where necessary.

People – bpost Belgium
Subsidiaries
bpost
Group
Strategic KPIs Unit 2016 2017 2018 Trend 2018 2018
Employee
engagement¹
Score 4 9 4.8 n/a n/a n/a
Absenteeism² % 7.61 7.57 7.85 n/a n/a

(1) The next bpost Belgium survey will be performed in QL 2019. Moreover, we are currently investigating employee engagement measurements from our different subsidiaries.

(2) Due to different legislations and associated definitions regarding health and safety figures among our subsidiated the figures at the group level.

Employee health and safety

People -
Employee health
bpost Belgium Subsidiaries
and safety Unit 2016 2017 2018 Trend 2018 2018
Health and safety of own employees
Occupational accidents Number
of own employees
921 918 944 1 138 1,082
Lost days of own
employees
Days 31,432 30,850 30,890 N 1,313 32,203
Severity rate of own
employees
Lost days per
1,000 hours
worked
0.91 0.9 0.9 (-> 0.1 n/a1
Frequency rate of own
employees
Accidents
per 1,000,000
hours worked
26.84 26.83 27.48 7 8.46 n/a1
Absenteeism of own
employees
% 7.61 7.57 7.85 2 n/a n/a1
Total number of
fatalities own
employees
Number n/a l 0 7 0 0
Health and safety of temporary staff
Occupational accidents Number
of temporary staff
n/a 57 86 1 41 127
Lost days of temporary Days
staff
n/a રે રેટ 294 7 76 370
Severity rate of
temporary staff
Lost days per
1,000 hours
worked
n/a 0.19 0.14 7 0.01 0.04
Frequency rate of
temporary staff
Accidents
per 1,000,000
hours worked
31.23 29.87 42.36 2 5.16 12.73
Total number of
fatalities temporary
staff
Number n/a 0 0 ←→ 0 0
Total number of hours
worked by temporary
staff (actual)
Hours worked n/a 1,908,050 2,030,019 7,949,699 9,979,718

(1) Due to different legislations and associated definitions regarding health and safety figures among our subsidiaries, we are not able to consolidate

CSR CONSOLIDATED STATEMENTS

People -
Employee health
bpost Belgium
Subsidiaries
and safety Unit 2016 2017 2018 Trend 2018 2018
Road safety1
Blameworthy road
traffic incidents on
behalf of the entity
per 100,000 km²
% n/a 3.63 3.44 7 3.07 341
Shared blameworthy
road traffic incidents
on behalf of the entity
of total road traffic
incidents
% 62 772 75 7 40 75
Number of road
fatalities drivers/
million km (during
working hours) on
behalf of the entity
Number per
million km
driven
n/a 0.012 0.00 7 0.00 0.00

The wellbeing of our employees is paramount for bpost's operations. We therefore have a strict prevention policy to avoid occupational and road accidents, stress and illness and to ensure that our employees remain safe and healthy. In this regard, we comply with and anticipate regulations, monitor risks for safety and wellbeing, and continuously strive to improve those aspects.

In Belgium, our employee wellbeing policy is based on the Federal Government's Act of 4 August 1996 on well-being of workers in the performance of their work3. This is enforced by an external committee4 that performs random compliance inspections. It also performs regular inspections for specific subjects. For instance, in 2018 bpost Belgium was checked on its processes for occupational accidents. Both trade unions as well as employees can request inspection through the Belgian Federal Government.

Looking at our subsidiaries, the health and safety processes at Radial are compliant with OSHA (Occupational Health and Safety Act). Dynagroup, in The Netherlands, works according to the Dutch national occupational health & safety legislation (Arbo) based on health & safety Risk Inventories with associated control measures. Risk Inventories are also performed and formally assessed by an external company. Furthermore, Apple Express in Canada is compliant with OHSAS 18001 (Occupational Health and Safety Assessment Series) requirements and Ubiway and Landmark have a health and safety management system in place.

The most prevalent safety incidents in our business are slipping, falling, tripping or the improper use of vehicles. To limit the risks of accidents and health issues, we perform regular risk analyses. The identified risks are communicated within the organization together with clear measures to be taken. In 2013, a risk analysis was performed for our business division "Mail". Since the number of parcels is increasing, we will perform an update in 2019. There is also a work safety and ergonomics analysis planned at all our sorting centers, and a risk analysis for vehicle-related incidents.

We implemented several successful initiatives concerning health and safety, which led to a significant decrease in occupational accidents between 2010 and 2014. Examples are the use of a safety corner on the shop floor, encouraging employees to report any type of safety incident, and safety communication campaigns. A Safety Register helps to follow safety checks in a structured manner. From the Safety Register, we can draw important lessons learned, which are then communicated to our employees.

To even further improve this performance and boost safety culture, bpost launched three initiatives in Belgium in 2018. The first initiative was the "Safety Performance Barometer", which is an improved wellbeing instrument that measures safety performance. It was tested in 2017 and is now used by our management.

  • (1) The figures on road safety only contain the bpost entities with a delivery fleet: bpost NV/SA, DynaGroup, Euro-Sprinters and CityDepot.
  • (2) Restatement based on standardization of definition.
  • (3) Belgian Law: Act of 4 August 1996 on well-being of workers in the performance of their work, "Codex over het welzijn op het werk" or "Le Code sun le bien-être". http://www.employment.belgium.be/defaultTab.aspx?id=556
  • (4) "Toezicht op het werk" or "Contrôle du bien-être au travail": http://www.emploi.belgique.be/cbe.aspx

It works as follows: by consolidating different, already existing, safety performance indicators, we gain insight in the overall safety performance of a region and can prioritize where and for which aspects the need is greatest. The safety performance barometer is linked to the bpost Safety Register.

Secondly, we trained our employees on safety using a safety game. An application sends them two questions per day on issues related to any health and safety matter to refresh their memory. There is a total of fifty questions, and they vary depending on the season. For instance, in winter there will be questions on road safety, in summer on drinking enough water. We also included questions on healthy food. For every correct answer the employee can win ten stamps. The third initiative in 2018 is an e-learning module about fire prevention for all members of a fire prevention team. These employees followed a complete online training with animations on everything related to fire prevention and safety and what to do in case of an emergency. After the training, the employees were tested on the content of the module.

Road safety is also a key concern for us. We aim to totally eliminate road accidents. In 2018, we ran a large training project concerning road safety in Belgium. For every vehicle (including e-bicycles and internal transport), it was mandatory to receive driving training at bpost's driving school (FRAC1 ). The trainings focus on improving driving knowledge and skills; three different levels are proposed, depending on the current qualifications of the driver.

We also want to make sure our employees remain healthy, and include psychosocial as well as physical aspects. To this end, bpost promotes and offers access to non-occupational medical and healthcare services, such as company doctors. Our Belgian "Health Surveillance" system provides mandatory medical check-ups for all bpost postal workers: a thirty-minute check-up, including a cardiovascular and musculoskeletal screening every five years for the under 45s and every three years for the 45 plus.We even ask our employees in sorting centers to go on an annual basis. In 2018, a total of 6,300 bpost employees and 1,600 interim workers got a medical check-up. bpost employees can also get vaccinated against the flu in the Fall.

For the psychosocial wellbeing of our employees, we organize a survey to measure the level of employee engagement and organize a personalized "balance tool" so that employees can gain insight into their personal stress and motivation levels. Based on the result, we give personalized tips and tricks. Our employee Assistance Program (external psychologists) is available for more complicated individual problems. We will implement these tools on a global scale in the near future. Employees suffering from stress can ask a member of our specialized team of stress coaches for help on a voluntary basis and staff management receives psychological training on recognizing signs of distress in their employees. Also, we have a security line, which our employees can call anytime 24/24 7/7.

Moreover, we have a manager responsible for advising and integrating ergonomics in the work environment, both in the office, in our sorting centers and for our postmen and postwomen. For instance, a couple of years ago we switched from bikes with two wheels to three wheels. We also measure the different lighting and air quality settings (including humidity) to improve the working environment.

Unfortunately, in 2018, our absenteeism and frequency rate of our employees and temporary staff have increased. This is mainly due to our new sorting centre NBX, which was fully active in 2018. The sorting centre for parcels deliveries entails new activities with very different risk profile than our current mail activities. The figures are therefore not comparable with previous years. However, we aim to work on these aspects in the coming years. Our objective is a decrease of frequency rate by 3% compared to 2018 and a decrease of 5% of absenteeism compared to 2018.

(1) &quot;Formation Rationelle et Accelérée des Conducteurs"

Employee training and talent development

bpost \$elgium
Subsidiaries
Unit 6rend
6raining hours
per (6E
n/a
6raining hours
per (6E
n/a n/a n/a n/a n/a
6raining hours
per (6E
n/a
6raining hours
per (6E
n/a n/a n/a n/a n/a
6raining hours
per (6E
n/a

&eveloping the sMills and competences of our employees is something Ye particularly value at bpost 9e are convinced that trained employees can increase e˓ciency and can also be more engaged #t bpost Ye have our oYn academy for oːering employees training opportunities 1ver the past years Ye have taMen further steps to enhance our training oːer to better meet the needs of speciˑc target groups at bpost \$elgium eg Luniors

\$esides the Lobspeciˑc training sessions all bpost \$elgium employees are oːered training in communication sales language and leadership (or eZample the Summer #cademy encourages employees to YorM on their sMills and Yellbeing during the loY season 6here they learn about a range of personal development subLects

Since bpost \$elgium has been running the p(uture meq program 6his tYoyear program recogni\es the sMills and MnoYledge acSuired on the Lob #s such employees are given the opportunity to earn a higher secondary school diploma mainly by distance learning

Senior \$elgian bpost employees can apply for vacancies at other organi\ations through the co sourcing platform EZperience"YorM bpostos partner since last year 6he platform Yas created in to linM up organi\ations that need eZperienced people Yith organi\ations that have an abundance of eZperienced people and senior employees Yho Yant to put their eZperience to better use EZperience" YorM gives these organi\ations the opportunity to hire senior employees at a Lunior pay level and alloYs senior employees to use their talent eZperience and eZpertise in a neY YorMing environment Yhile remaining on bpostos payroll

.ooMing at the career development of our staː our employees receive a broad range of career development opportunities #t bpost internal mobility is also valued 6o this end bpost has developed a solid performance management process that folloYs most employees over the year #s such employeeso business obLectives performance and developments are discussed annually Yith the responsible manager 6he agreed development plan is revieYed after siZ months during the midyear revieY #t the end of the year the employee and his manager revieY the targets set &uring this process informal touchpoints are also organi\ed to folloYup on obLectives performance development and career

longside our oYn employees Ye are constantly recruiting neY staː 1ur strong collaboration Yith 8&#\$ and (orem in \$elgium helps us be in direct contact Yith companies that are restructuring and recruiting additional staː

Ethics and diversity

CSR

CONSOLIDATED STATEMENTS

2eople s bpost \$elgium Subsidiaries bpost
)roup
Ethics and diversity Unit 6rend
6otal oYn employees *eadcount n/a
6otal male oYn
employees
*eadcount n/a
6otal female oYn
employees
*eadcount n/a
6otal (6E (6E n/a
6otal male (6E (6E n/a
6otal female (6E (6E n/a
Diversity of own employees (in headcount)
Share of female
oYn
employees
Share of Yomen
in eZecutive level
positions
n/a 0.00 0.00
Share of Yomen in
management positions
eZcl eZecutive level
Headcount by type of contract
6otal oYn employees
Yith ˑZed term
contracts
*eadcount 607 n/a
6otal male oYn
employees Yith ˑZed
term contracts
*eadcount n/a n/a
6otal female oYn
employees Yith ˑZed
term contracts
*eadcount n/a n/a 222
6otal oYn employees
Yith openended
contracts
*eadcount n/a
6otal male oYn
employees Yith
openended
contracts
*eadcount n/a n/a
Total female
oYn employees
Yith openended
contracts
*eadcount n/a n/a

CSR CONSOLIDATED STATEMENTS

2eople s bpost \$elgium Subsidiaries bpost
)roup
Ethics and diversity Unit 6rend
Headcount by full-time/part-time
6otal oYn employees
contracted on a full
time basis
*eadcount n/a
6otal male oYn
employees
contracted on a full
time basis
*eadcount n/a n/a
Total female
oYn employees
contracted on a full
time basis
*eadcount n/a n/a
6otal oYn employees
contracted on a part
time basis
*eadcount n/a
6otal male oYn
employees
contracted on a part
time basis
*eadcount n/a n/a
Total female
oYn employees
contracted on a part
time basis
*eadcount n/a n/a
Headcount by age group
6otal oYn employees
Ɠ years old
*eadcount n/a
6otal oYn employees
Yithin the age group
*eadcount n/a
6otal oYn employees
Yithin the age group
*eadcount n/a
Employee turnover
Employee 6urnover of
oYn employees
1
Employee 6urnover
/ale of oYn
employees
1
Employee 6urnover
(emale of oYn
employees
1
8oluntary Employee
6urnover of oYn
employees
n/a
8oluntary Employee
6urnover /ale of
oYn employees
n/a
8oluntary Employee
6urnover (emale of
oYn employees
n/a

4estatement based on standardi\ation of deˑnition

CSR CONSOLIDATED STATEMENTS

2eople s bpost \$elgium
Subsidiaries
Ethics and diversity Unit 6rend
Ethics
0umber of registered
complaints on
unethical YorMplace
behavior
Number
0umber of registered
cases of corruption
and bribery
Number n/a 0 0 0 0
/onetary amount of
legal and regulatory
ˑnes and settlements
above 7S&
linMed to data
breaches corruption or
environment damage
Euros n/a 0 0 0 0

DKXGTUKV[ CPF KPENWUKXGPGUU

t bpost Ye aim to attract and retain individuals from diːerent bacMgrounds cultures perspectives and eZperiences by creating and supporting a collaborative YorMplace culture 9e are convinced diversity contributes to a better connection Yith our customers and Yith our YorMforce to surround ourselves Yith the best talent in all categories of the population and to be more agile

9e designed our &iversity 2olicy available on the bpost Yebsite based on these convictions 6he policy serves as a guideline to create a culture Yhere diversity and inclusion are a daily practice and has been translated into various policies and programs

6o continue to eZpand our recruitment channels Ye formed partnerships among other things Yith the 8&#\$ 9anna9orM &iversicom and 2luribus Europe 6hese organi\ations are dedicated to inclusion in the employment marMet based on peopleos competences and promoting diversity at YorM 1ne good eZample Yas our partnership Yith the 8&#\$ in \$elgium in Yhich aimed to reintegrate |people Yith health problems into the labor marMet 8ia this proLect Ye trained these people to become trucM drivers at bpost and hence helping them to fully or partially return to|YorM

+n Ye set up and revieYed a diversity portal designed for people managers 6he portal alloYs our people managers to get acSuainted Yith the issues of diversity and inclusion to identify the applicable frameYorM the role they need to play and also oːers them training opportunities #dditionally Ye are currently creating a group of &iversity ambassadors Yithin the organi\ation Yhose function Yill be to promote diversity and prevent discrimination

Since last year Ye have a speciˑc cultural eZchange program leading"bpost Yhich is aimed at creating a balanced leadership style among bpost group leaders +nter alia the program is based on curiosity and openness to others and their Yay of thinMing

9e also partner Yith &uo for a ,ob a \$elgian organi\ation matching young Lob seeMers Yith an immigrant bacMground to people over |years old 6he initiative brings about high motivation recognition and human impact and Yas even aYarded p%oup de %yur q by the Lury of 2ostEurop

6he \$oard of &irectors and )roup EZecutive %ommittee have also their role to play regarding diversity +t is their responsibility to set the tone 6hey do so by organi\ing YorMshops around themes of diversity and inclusion and the \$oard of &irectors assesses every year Yhether diversity Yithin the group has improved #lso special attention is paid to diversity in the composition of the \$oard of &irectors and )roup EZecutive %ommittee 8arious diversity criteria regarding gender age professional bacMground and geographic diversity are taMen into account Yhen considering candidates for vacancies (or more information on the board composition see the corporate governance statement

EVJKEU

t bpost Ye are proud of our high proˑle in society and of the role Ye play 6o us good conduct is important to earn trust as part of our responsible corporate values 9e believe every human deserves the same rights and as a company Ye cannot get in the Yay of that #s a public listed company Ye also ensure maZimal transparency in terms of governance and decisionmaMing processes in accordance Yith the highest standards in this area

9e adopt a \erotolerance policy regarding violations of human rights or anticorruption laYs in line Yith the 7niversal principles of *uman 4ights and the +.1 +nternational .abor 1rgani\ation conventions 9ith this policy bpost Yants to prevent the negative fallout arising from human rights violationsillegal or fraudulent acts or practices on humanityos Yellbeing our reputation and the continuity of our business +f an employee Yitnesses a situation of misconduct s he can call our SpeaM7p line the contact information is included in our %ode of %onduct 6he SpeaM7p line

is connected to a person of trust available |hours a day to ansYer any Suestion or signal from employees

6his year Ye decided to put diversity and business ethics forYard and therefore did a deep structural redesign and revision of our %ode of %onduct so that our neY construction Yould YorM at grouplevel 1ur neY %ode of %onduct Yas launched in (ebruary| for the entire group +t sets out the norms values and minimal standards of behavior and conduct eZpected

of all our employees contractors and consultants at any level and in any company of the bpost group YorldYide +t further enables appropriate measures Yhen the %ode of %onduct is not abided by # revised version of bpostos p4eligion at YorMq brochure Yill be launched in on )roup level as Yell

Social dialogue

2eople s
Ethics and diversity
bpost \$elgium
Subsidiaries
bpost
)roup
Unit 6rend
#verage number of
striMe action days
striMe days
per
employees
n/a 2.6 0
Share of oYn
employees covered by
a %\$#
n/a n/a n/a

bpost YorMs hard to promote Yellbeing and good YorMing conditions for all employees and thus stays aYare of our employeeso needs #spects such as YorMing hours and Yages are in line Yith legislation and Ye respect our employeeso (reedom of #ssociation rights +n \$elgium of our employees and of the employees at our subsidiaries are covered by a %ollective .abor #greement %.#

Since bpost is an autonomous enterprise Yith the \$elgian state as its largest shareholder its articles of association eZplicitly provide for a structure and processes at various levels to facilitate e˓cient negotiations consultations and information sharing 6o foster constructive dialogue and relations Yith the unions bpost \$elgium has its oYn ,oint %ommittee and several other forums /oreover tYo seniorlevel directors have been appointed Yhich demonstrates our managementos involvement in the social dialogue 6his close collaboration alloYs us to hear and promptly react to our employeeso needs in order to mitigate social conflicts

bpostos transformation from a postal company to an international logistics and ecommerce player gives rise to neY challenges impacting both for our organi\ation and our employees 6he resulting YorMload increase unfortunately led to an employee striMe in #fter constructive negotiations Yith our social partners Ye Yere able to come to an agreement providing a positive response to our employeeso demands 6he resulting plan Yill maMe the ˑeld Lobs more attractive and Yill reestablish trust in the company #ll parties involved share the same longterm goal of meeting fastchanging customer needs as Yell as respecting bpostos employees

bpost \$elgiumos neY collective labor agreement applies to 6hrough this agreement measures have been taMen to raise purchasing poYer through improved ˑnancial conditions (urthermore the increased YorMload Yill be addressed by attracting additional ˑeld staː (6Es additional days oː and improvement of our recruiting channels 6o do so Ye Yill establish consulting committees to tacMle the eZisting and potential future issues 6he last pillar of the agreement is to secure our future for eZample through Lob preservation 6his agreement Yill impact bpost \$elgiumos cost base by about E74||million annually

Planet

As a logistic services provider, we have an impact on the environment at different levels: through our fleet's CO2 emissions, energy consumption, employee commutes, waste production or subcontracted transport.

bpost manages and steers its environmental pillar, "planet", using our CO2 footprint as metric. In 2018, we set an ambitious objective for the Group: our goal is to achieve by 2030 a 20% reduction - compared to 2017 levels - in greenhouse gas emissions resulting from our activities.. The "Science Based Targets"

initiative approved this emissions reduction objective. This organization aims to promote corporate climatechange-related ambitions by supporting them to set objectives in line with a global temperature increase below 2° Celsius. To decrease this environmental footprint, we focus on our buildings, our fleet and our waste.

In 2018, the CO2 footprint scope 1, 2 and 3 for bpost Belgium decreased by 7% compared to 2017.

Unit 2017
(restated)1
bpost Group
2018
bpost Group
Trend
Scope 1 t CO2 82,826 87,825 7
Natural gas & heating oil t CO2 21,786 22,442 7
Postal "fleet" diesel & petrol (incl. service vehicles) t CO2 53,193 57,266 71
Fuel company cars t CO2 7,847 8,117 7
Scope 2 (net) t CO2 31,569 28,642 7
Electricity (market-based)2 t CO2 30,938 28,156 7
District Heating t CO2 631 463 7
Oil for generators t CO2 n/a 23 7
Scope 1 & 2 t CO2 114,395 116,467 71
Scope 3 t CO2 218,016 192,390 7
Employee commuting t CO2 36,320 34,147 7
Business travel t CO2 1,844 1,349 7
Subcontracted road transport t CO2 117,699 111,939 7
Subcontracted air transport3 t CO2 55,459 38,944 7
Waste t CO2 6,694 6,011 7
TOTAL CO2 emissions (Scope 1+2+3) t CO2 332,411 308,857 7

(1) The restated 2017 CQ, footprint is based on 100% accounts for Radial's activity data (compared to 16.7% in 2017 consumption for its electricity (instead of an estimation). In addition, retroactively, Ubiway data on company cars has been added.

(2) The market-based method reflects bpost's choices in terms of electricity supply such as the purchase of electricity from renewable energy sources. This is set out in detail in contracts between bpost and its energy suppliers

(3) Subcontracted air transport figures for subsidiaries, incl. LGI and IMEX, were excluded.

Green fleet

Planet -
Green fleet1
Subsidiaries
bpost Belgium
Unit 2016 2017 2018 Trend 2018 2018
Share of last mile
alternative fuel
vehicles (bikes, ebikes,
etrikes, EV vans)
% ਤੇ ਤੇ 352 33 7 13 33
Share of EURO 5 and
EURO 6 standard
% 782 867 96 1 100 તેરિ
Average van fuel use Liter per 100
km
ਰੇ 3 9.3 9.4 N 13.58 ਰੇ ਟ
Average truck fuel use Liter per 100
km
26.8 26.5 26.4 7 n/a 26.4

An extensive and solid fleet is one of the most important assets for a postal and logistics company. bpost has one of Belgium's largest mail and package delivery fleets. However, this fleet is a large contributor to carbon emissions and climate change. Since bpost has decided to be a frontrunner in sustainability efforts, we are taking several measures to reduce our fleets' impact.

First of all, we are transforming our fleet by selecting vehicles with a lower -to-no carbon footprint, such as (electric) bicycles, delivery three-wheelers and electric vans. This year we started a pilot project in Mons, where we opened our first electric vans mail center, with twenty new e-vans for the distribution of mail and packages. This is only the beginning, and bpost has high ambitions. By 2022 we aim to have 600 new electric bpost vans driving around in Belgium and by 2030 50% of our last-mile fleet should be electric (about 3,400 vehicles). We are also investing in a greener fleet by replacing our older conventional trucks with newer models. Secondly, and in line with the aim to adapt further its model to the expectations and behavior of its customers, bpost has introduced the Non-Priority stamps. This allows us to bundle the mail volumes more efficiently and, hence, make the delivery schedule more efficient and environmental responsible. Thirdly, we promote eco-driving with our own and subcontracted drivers through Data Loggers. Finally, we encourage our employees to commute to work in a more environmentally friendly manner by structurally supporting alternative ways to come to work (incl. carpooling, promoting e-bikes) and/or flexible working.

(1) The figures on Green Fleet only contain the bpost entities with a delivery fleet: bpost NV/SA, Dynagroup, Eurosprinters and Citydepot.

(2) Restatement based on standardization of definition.

Green buildings

2lanet s bpost \$elgium
Subsidiaries
bpost )roup
)reen buildings Unit 6rend
Energy consumption
6otal energy
consumption per
employee
M9h
*ead
count
PC
6otal energy
consumption
M9h n/a
6otal reneYable
electricity
consumed
M9h
Share of
reneYable
electricity
n/a 1
6otal non
reneYable
grey electricity
consumed
M9h n/a
Share of non
reneYable
electricity
n/a 6
6otal natural gas
consumed
-9h
6otal heating oil
consumed
-9h
6otal district
heating consumed
-9h n/a 0
1ther
fuel oil
diesel
-9h n/a
Electricity production
Share of reneYable
electricity produced
n/a
6otal reneYable
electricity capacity
installed
/9p 1
Total surface of solar
electricity capacity
installed
m2 1
Water consumption
6otal Yater
consumed
m n/a n/a n/a n/a n/a

4estatement based on standardi\ation of deˑnition

bpost is also maMing investments to reduce the environmental impact of all its operations its buildings and facilities all of Yhich consume electricity gas and Yater 9here electricity is concerned bpost has been heavily investing in reneYable electricity #lmost of the electricity consumed in \$elgium is reneYable and Ye produce of our electricity consumption ourselves 6o do so and to support our Science \$ased reduction 6arget Ye have introduced about |m2 of photovoltaic cells in our #ntYerp : sorting center 9e are also planning to build our ˑrst Yind turbine |/9 +t is our ambition to further compensate the share of nonreneYable electricity consumption of our subsidiaries

(urthermore bpost is YorMing hard to decrease the energy Ye consume by improving the energy e˓ciency of our operations and facilities 9e invested a total of

around E74| in relighting and heating proLects both in \$elgium and abroad EZamples of investments are sYitching to .E& lighting upgraded heat and ventilation systems and installing sensors and timers for more e˓cient use of light and heating

(or instance bpost \$elgium opened tYo stateofthe art loYenergy buildings in /ons and the 8erviers region in #lso the neY \$russels|: sorting center 0\$: that opened in |has .E& lighting 6his has a massive impact since this center is by far the biggest sorting center in \$elgium Yith more than |m2 s the eSuivalent of football ˑelds /oreover the retail stores of 7biYay are eZclusively poYered by reneYable energy and only .E& or high pressure lighting is installed 6he 7biYay headSuarters also received a \$4EE#/ inuse certiˑcate

2lanet s
9aste management
Subsidiaries bpost )roup
Unit 6rend
6otal Yaste
generated
Ton 7,3731
6otal non
ha\ardous Yaste
generated
Ton
6otal recycled
Yaste
Ton
Share of
recycled
Yaste
6otal residual
Yaste
incinerated
for energy
recovery
Ton 1
6otal residual
incinerated
Yithout
energy
recovery or
landˑlled
Ton 0 0 0
6otal ha\ardous
Yaste
Ton n/a

Waste management

bpost is conscious of the resources Ye use and the Yaste Ye produce and manages these Yaste streams as responsibly as possible #t all our locations Ye sort according to the diːerent Yaste streams and YorM together Yith a registered Yaste partner for recycling paper drinM cartons plastic bottles metal or disposal Yith energy recovery +n \$elgium of all plastic paper and cardboard Yaste is recycled and of our unsorted Yaste is incinerated for energy recovery 9e aim to reach the same ˑgures at our other locations

9e are alYays looMing for neY solutions toYards a more circular economy +n Ye launched a neY

4estatement based on standardi\ation of deˑnition initiative regarding our uniforms bpost uniforms have a high visibility since are to be seen all over \$elgium every day and it Yould be a pity to let that go to Yaste 6o this end at the end of their life at bpost the uniforms are noY reused or recycled by 6erre a social organi\ation speciali\ed in recycling teZtiles +n /arch Ye Yere able to collect about ˑve tons of teZtile to be used for a neY purpose 6hanMs to 6erre the bpost uniforms still constitute valuable raY materials at the end of their YorMing life

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bpost is transforming into an international logistics company but also values its proZimity to the people surrounding the organi\ation 9e collaborate closely Yith both \$elgian and international society Yith our customers and our suppliers 9e value these relationships that alloY us to respond to current and future needs in \$elgium and abroad 1ur support to

eZternal organi\ations YorMing for and Yith people in \$elgium and abroad is important to us 9e also encourage our suppliers to include %S4 as far as possible in their business practices (or our customers Ye provide them Yith services to facilitate their day to day lives

2roZimity s
Strategic -2+s
bpost \$elgium
Subsidiaries
Unit
6rend
6otal donations Euros
Share of signiˑcant
tier suppliers covered
by the Supplier %ode
of %onduct

90
n/a n/a
%ustomer satisfaction1 Score
n/a1 n/a1

Proximity to society

2roZimity s
2roZimity to society
bpost \$elgium
Subsidiaries
Unit 6rend
6otal donations Euros

bpost doesnot operate in isolation but Yithin society at large 6his society consists of diːerent communities for Yhich Ye are grateful they maMe our YorM interesting and YorthYhile #s bpost groYs these communities groY Yith us Ye started as a \$elgian postal operator but our business and communities have a more international character today 6o stay close to our roots Ye support a number of social and biodiversity proLects in \$elgium

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+n the bpost .iteracy (und Yas established to improve literacy rates by supporting neY literacy proLects run by various organi\ations /anaged by the -ing \$audouin (oundation the bpost .iteracy (und Yas boosted in Yhen Ye started donating a part of the revenue of a %hristmas stamp sale Since then the (und has received about E74 |million +n it received E74 |Yorth of grants

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s an increasingly international organi\ation bpost also Yants to help local communities abroad Since

Ye have established a partnership Yith &octors Yithout \$orders an organi\ation providing medical support to local communities in emergencies +n addition to both being organi\ations that coordinate ourglobal operations and activities out of headSuarters in \$russels Ye also share common values of proZimity neutrality and inclusivity +n Ye contributed E74 |to &octors Yithout \$orders

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Star7 is bpostos initiative to encourage employees to volunteer for social cultural or environmental proLects that are closely related to bpostos values 6he proLects are chosen by a panel of bpost employees and eZperts from outside the company +n |proLects Yere supported this Yay for a total amount of E74

9G.QXG\$:.

+n bpost donated E74 |to the /olenbeeM based organi\ation 9e.ove\$:. 6his organi\ation enables and fosters young talent \$y creating a diverse dynamic and positive communitydriven environment the organi\ation Yants to push inspire and stimulate

6he customer satisfaction methodology used by bpost \$elgium is very speciˑc to the organi\ation includes both residential and business customers and is based on a |points scale 6his maMes it di˓cult to consolidate the outcomes Yith our subsidiaries 9e Yill investigate hoY Ye can develop a common metrics in the future.

youngsters in their personal development process. WeLoveBXL offers a physical location to provide access to both recreational and professional activities. At bpost we believe strongly that society benefits from empowering youth in the context of socio-economic challenges, and this is exactly what this organization does.

CAP48

CAP48 is an association active in the Wallonia-Brussels Federation and in the German-speaking community. The organization aims to change mentalities towards disabilities and childhood poverty. To this end, CAP48 creates awareness through campaigns and fundraising, which allows them to move things forward on the issue of disability and youth support, while financing concrete projects. Through its annual campaign CAP48 disseminates information on the difficulties faced by people with disabilities and young people with integration difficulties. This year, bpost donated EUR 20,000 to CAP48.

bpost forest

bpost helps to create natural habitats to maintain local biodiversity and flora. We contributed by freeing up for a 33-year no charge lease two pieces of land owned by bpost (one near Ekeren and another in Uccle) for a biodiversity protection initiative. Our idea is to have those pieces of land renovated to give the public access to nature. In addition, we planted a one-hectare "bpost forest" in the Waver forest in Lier together with Natuurpunt,.

Stamps for Child Focus' twentieth anniversary

Child Focus has been engaged with the search for missing children and the fight against child abuse since the late nineties. In honor of its twentieth anniversary, bpost launched in March 2018 a stamp dedicated to the organization's hard work. bpost also started to use its post offices to help search for missing children. They did so by displaying all-points bulletins on the screens in its post offices to alert the general public locally or nationally.

Donations through "De Warmste Week' and 'Viva for Life"

bpost supports several charities to help people in need, among which Child Focus, Doctors without Borders, as well as its own Literacy Fund. During the end of year period, bpost supported several of these charities by the Viva for Life (Vivacité) and Warmste Week (Studio Brussel) campaigns, and by three special bpost actions. For each Christmas stamp used, package sent on December 18, or Mobile postcard sent between December 18 and 24, a certain amount was paid to a charity.

Local initiatives

Aside from the donations to charity by bpost Group, local Belgian post offices and sorting centers also collected donations to give to different initiatives of their choice. In total, more than EUR 8,500 were donated through these local initiatives. Non-monetary donations were collected as well. For instance, through the organization Actie4Kids, 80 shoeboxes were filled

with school materials, hygienic products and toys for children in less fortunate circumstances.

Green deal biodiversity

Together with more than 110 other companies, organizations and local authorities, bpost has subscribed to the Green Deal Biodiversity. Through this voluntary agreement, we commit to taking action to enhance biodiversity and the natural value inside and outside our corporate sites over the next three years. One of bpost's actions within the requirements of the Green deal biodiversity is the installation of an insect hotel at our head office in Brussels.

Beepost

In 2016, in partnership with Made in Abeilles cooperative, we set up two beehives on the roofs of our Brussels head office. The idea was to promote a better use of our roofs while offering a response to the mass disappearance of bees and the associated loss of biodiversity. Hosting several bee colonies enables bpost to strengthen its environmental initiatives and to contribute to meeting the challenges of biodiversity while reducing its ecological footprint.

House Martins

At bpost, we have a small project contributing to the survival of the House Martins in Flanders. In this region, House Martins are on the "Red Species List" and considered to be vulnerable. Due to changes in house construction and roof design, and due to building renovation, nests are being removed or destroyed and natural nesting sites are in decline. bpost contributes by placing artificial nests under the eaves of its post offices in the perimeter of colonies of House Martins, believing that this will encourage House Martins to build nests nearby. We have installed 5x2 artificial nests under the roof edge of the post office in the City Harelbeke, and 2x2 in Anzegem.

Proximity to our suppliers

Proximity - Subsidiaries
bpost Belgium
Proximity to our suppliers Unit 2016 2017 2018 Trend 2018 2018
Share of significant
tier 1 suppliers covered
by the Supplier Code
of Conduct
% 82 90 100 7 n/a n/a
Share of procurement
spent on significant
tier 1 suppliers
screened on CSR by
Ecovadis
% n/a n/a 40 n/a n/a n/a
Share of paper
procurement spent
on paper coming from
certified forests (e.g.
PEFC, FSC, SFI)+
% gg 100 100 ←→ n/a1 n/a1

Since our suppliers are also responsible for the quality we deliver, it's crucial to work in close collaboration with them. Our most critical suppliers in Belgium are fleet, subcontractors and interim and sorting machines. Often, we are also one of our suppliers' larger clients. Agreeing on how to work together is therefore beneficial to both parties, as it improves our collaboration today and in the future. In these collaborations, sustainability is an important topic and is taken into account: in our procurement policy, in the products, materials and services we buy and in the assessment of our suppliers.

bpost adheres to the highest standards of business ethics, including, among others, human rights (laid down, for instance, in the Universal Declaration of Human Rights, national legislation and bpost internal regulations such as its Codes of Conduct). bpost does not intend to do business with third parties which do not fully comply with these standards.

Procurement policy

In bpost's transition towards a more sustainable business model, significant changes have been made to the procurement process. We have developed a sustainable procurement policy at bpost Belgium. We are now discussing how we can implement it in all of our worldwide subsidiaries. The foundation for the procurement policy is the requirements of the European Commission's DG Environment for Green Public Procurement (GPP). In these requirements, different product groups can be differentiated based on their technical aspects and their social and environmental performance. If a contract exceeds a predefined value and has a sustainability impact, it is held against different sustainability criteria. We are striving to have as many procurement contracts as possible covered by the sustainable procurement

policy, taking into account that the procurement process is different for every kind of business and geographical location.

It is important to note that, since bpost is a semipublic company, it is not allowed to incentivize or grant contracts to suppliers with specific criteria. We can only set criteria for the product or service we procure, but not the supplier itself. However, bpost has included a clause in the Supplier Code of Conduct, which requires suppliers to perform a CSR risk assessment.

As a postal operator, responsible paper consumption is one of our highest sustainability priorities. We are committed to becoming the best in class and work together with PEFC and FSC to reach that objective. Various measures are in place, which have resulted in 100% of paper that is PEFC or FSC certified. Furthermore, 100% of or stamps are printed on FSC certified paper.

Supplier assessment

To ensure that the sustainable procurement policy is adhered to, we include both an environmental and social clause in our procurement contracts, which refers to our Supplier Code of Conduct. All bpost' requirements regarding its suppliers are clearly described in its Supplier Code of Conduct and its Supplier general terms. There, it is explicitly mentioned that bpost reserves the right to request an internal assessment or an assessment by an independent organization acting on behalf of bpost (Ecovadis or equivalent) regarding compliance with this Code and specific aspects of sustainability. If a supplier is not able to comply with bpost's requirements, we may be forced to terminate the contract in extreme cases. We are investigating whether we can apply the Supplier Code of Conduct to all of our subsidiaries.

1. This indicator is specific to the postal activities (bpost Belgium) and, therefore not monitored at our subsidiaries.

9e partner Yith Ecovadis to ensure the compliance of our suppliers to our Supplier %ode of conduct 6his eZternal party conducts supplier %S4 4isM assessments and taMes into account environmental energy Yater Yaste products and social performance health and safety YorMing conditions child and forces labor 7sing the Ecovadis assessment our suppliers are given a score from to +f they score too loY Ye start talMs Yith them to see if Ye can help improve our supplieros %S4 performance

Since in addition to the assessments performed by Ecovadis Ye also performed onsite audits on highrisM proˑle suppliers eg teZtile for our neY uniforms 6hese audits focus on child labor human rights YorMing environment possible dangers environmentally friendly production cleanliness and compliance Yith bpost reSuirements 6oday bpost audits shoY that there is a high level of safety and environmental control that no child labor is alloYed and that both employees and the environment are respected

Proximity to our customers

2roZimity s
2roZimity to our
bpost \$elgium bpost
)roup
customers Unit
6rend
%ustomer satisfaction1 Score
n/a1 n/a1
Amount of letters for
Yhich the customers
have oːset their mail
carbon emissions
Million letters
n/a n/a
Total carbon emissions
oːset for the
customers
%12
teS

n/a n/a
Total number of
municipalities using
bclose
Number
7
n/a n/a

1ur employees are in touch Yith our customers daily \$ecause of this proZimity to our customers Ye maintain our aYareness of their current and future needs Since customers care about the impact they maMe Ye oːer them responsible choices 9e are doing everything Ye can to improve our services and maMe our customers happy 1ur 7Sbased subsidiary 4adial is speciali\ed in services related to customer care from Yhich Ye learn and Yhich Ye try to implement everyYhere at bpost

7nfortunately customer satisfaction decreased in compared to and 1ne of the reasons behind this decline can be related to the striMes that occurred in 3 of Yhich aːected the timeliness and Suality of the mail and parcel distribution

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9ith our %arbon /eter Ye help our customers maMe Yellinformed decisions that minimi\e their environmental impact &epending for eZample on the type of paper use of cardboard si\e and inM they can measure the carbon footprint of their advertising mail floYs

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+n addition to letting customers calculate their carbon footprint Ye oːer them the option to oːset their carbon emissions generated during the delivery of their mail items 6ogether Yith %12logic Ye raise ˑnancing for )old Standard certiˑed climate proLects to cut greenhouse emissions in emerging countries (or each of these proLects Ye also contribute to Mey 70 S&)s such as climate action life on land sustainable communities no poverty or good health 6his year Ye invested in e˓cient cooMstoves in /alaYi of the /alaYi population uses biomass Yood charcoal for the daily cooMing 6he /alaYi e˓cient cooMstove enables a %12 reduction of more than compared to the usual stone cooMing \$ut it also prevents health issues linMed to indoor air pollution and deforestation

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+n bpostos (uture .ab collaborated Yith the )erman ecommerce company <alando to create a smart home technology alloYing to manage deliveries and returns remotely 6he idea is the folloYing thanMs

6he customer satisfaction methodology used by bpost \$elgium is very speciˑc to the organi\ation includes both residential and business customers and is based on a |points scale 6his maMes it di˓cult to consolidate the outcomes Yith our subsidiaries 9e Yill investigate hoY Ye can develop a common metrics in the future.

6his indicator is speciˑc to the postal activities bpost \$elgium and therefore not monitored at our subsidiaries

to a "smart lock" and to a "smart doorbell", Zalando customers can open their doors remotely, so that a trusted bpost delivery person can slide their package inside or pick it up. An app controls the entire process and enables the customer and the deliverer to interact together. This pilot solution has been tested in a dozen of participating homes in Antwerp, Belgium, where the findings of the experiment are encouraging and show that people are ready to use the new technology.

Cubee

We try to provide our customers with flexible and sustainable solutions. One of these solutions is Cubee, an independent, open network of parcel lockers for retailers, online customers and couriers. Consumers can choose to ship their parcels to a Cubee locker, which they can pick up whenever convenient using their smartphone. The Cubee lockers are conveniently located at highly visited places, for example at train stations.

bclose service

For socially isolated people in Belgium, our local postmen and postwomen are familiar faces and trusted people. By walking past every door every day, local postmen and postwomen can play a significant role in assessing whether older adults are socially isolated. Therefore, in eight Belgian municipalities, bpost started the bclose service in collaboration with the local social services. After approval by the older adults, their trusted postman or woman pays them a home visit to ask some brief questions, in order to get insight into what they might need. This information provided by our bclose's services can be used confidentially to take action to help the isolated people and integrate them into community life. In 2018, we started a new wave of home visits in the municipality of Olen, in the province of Antwerp.

Dynasure passport delivery

Thanks to our subsidiary Dynasure, Antwerp citizens can now receive their renewed passport when its suits them best. All they have to do is go to the local government office to apply for their passport, provide their digital fingerprints and sign. Then, Dynasure delivers their passport when it is most convenient for them. This makes their life a little easier, as citizens no longer have to fit their schedules around the opening hours of local government offices.

Glossary

Absenteeism

Total number of days where employees were absent in the reporting year (due to work-related occupational accidents or illness) out of the number of days worked in the reporting year times 100.

Blameworthy road traffic incidents

The number of a road traffic incidents (leading to nearmiss, injury or fatality) during working hours caused by a bpost driver (employee or temporary staff of the entity performing work on behalf of the entity).

CO2 eq. emissions

bpost Group uses the Greenhouse Gas Protocol - A Corporate Accounting and Reporting Standard (Revised Edition) as well as the joint methodology of UPU (universal postal union), PostEurope and IPC (international postal corporation) – "GHG Inventory standard for the postal sector last version 2010 standard" to collect activity data and calculate emissions. bpost Group reports CO2 emissions only. HFCs emissions from on-site refrigeration or airconditioning are negligibly small. Emissions from NH4, N2O, PFCs or SF6 are negligible and not relevant for bpost's activities. Therefore, the IPC GHG program has not included these emissions in the scope of emissions to be monitored. The majority of the conversion factors used are derived fromIPC or provided directly by the relevant supplier.

Customer satisfaction

The bpost Belgium customer satisfaction survey is based on a 7 point scale in which level 7 and 6 designate enthusiastic customers and level 5 satisfied customers. It includes both residential and business customers.

Employee engagement

Employee engagement is determined by an independent third party via an employee engagement survey, in which the average of the question scores provides the level of engagement.

Employee turnover

The total number of employees that left the entity during the reporting period (year x) devided by the average number of employees in year x and year x-1, multiplied by 100.

Energy consumption

The total energy consumed in KWh by the buildings and by the activities within the buildings, excluding energy consumption for transportation and logistics purposes, during the reporting period. This consists of electricity, natural gas, heating oil, district heating, fuel oil consumed for generators and diesel for lift trucks.

Formal training

Planned training, instruction and/or education for employees or temporary staff, paid by bpost, during and outside working hours for the reporting period. Formal trainings are organized in collaboration with

an (internal or external) educator or educational institution.

Frequency rate

The total number of work-related occupational accidents that happened in the reporting year, out of the total number of hours worked in the reporting year, multiplied by 1,000,000 hours worked.

Informal training

Informal training hours are educational activities with a high degree of self-organization (there is no educator or educational institution), about content based on the individual needs of the employees and with a direct relation to the work activity.

Lost days

The number of working days eployees did not come to work due to occupational accidents involving employees, not counting any days on which the employee would not have worked (so excluding e.g. weekends, holidays, part-time days, etc.). This number does not include the day on which the occupational accident occurred.

Occupational work accidents

Total number of occupational accidents leading to a lost-time injury or a work-related fatality during the reporting period.

Severity rate

The total lost days in the reporting year out of the number of hours worked in the reporting year, multiplied by 1,000 hours worked.

Significant tier 1 suppliers

Significant tier 1 suppliers are the suppliers that make up minimum 80% of the procurement spent during the reporting period.

Reference to external documents

For our Sustainability Governance, we refer to the following section on our website.

To read about how we engage with our stakeholders, we refer to the following section on our website.

bpost's Annual Report 2018 has been prepared in accordance with the GRI Standards: Core option. Our materiality analysis, materiality matrix, GRI content index for this report can be found on our website.

An overview of bpost's awards and partnerships, we refer to the following section on our website.

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+n this %orporate )overnance Statement bpost outlines the Mey aspects of its corporate governance frameYorM 6his frameYorM is consistent Yith the rules and principles set out in the .aY of /arch| on the reform of certain economic public companies as amended from time to time the p1991 Lawq the #rticles of #ssociation and the %orporate )overnance %harter

s a limited liability company under public laY bpost is governed by the \$elgian %ompanies %ode and %orporate )overnance %ode unless otherYise stipulated in the .aY or other \$elgian laYs or regulations +n particular any changes to bpostos #rticles of #ssociation Yhich have to be approved by the Shareholderso /eeting generally reSuiring a maLority and a Suorum in accordance Yith #rticle| of the \$elgian %ompanies %ode must also be approved by a 4oyal &ecree folloYing a debate in the %ouncil of /inisters

6he latest version of bpostos #rticles of #ssociation Yas adopted at the Shareholderso /eeting of /ay| and Yas approved by the 4oyal &ecree of September| 1 .

6he main characteristics of bpostos governance model are the folloYing

  • the Board of Directors sets bpostos general policy and strategy and oversees operational management
  • the \$oard of &irectors set up a Strategic Committee an Audit Committee and a Remuneration and Nomination Committee to assist and maMe recommendations to the \$oard of &irectors
  • the Ad Hoc Committee comprises all independent directors of the \$oard of &irectors and intervenes Yhen the procedure prescribed by #rticle| of the \$elgian %ompanies %ode as incorporated in bpostos %orporate )overnance %harter is triggered
  • the %hief EZecutive 1˓cer "CEO") is responsible for operational management the \$oard of &irectors has delegated the poYers of daytoday management to the %E1
  • the Group Executive Committee assists the %E1 Yith operational management
  • there is a clear division of responsibilities betYeen the \$oard of &irectors and the %E1

Corporate Governance Charter

6he \$oard of &irectors adopted the %orporate )overnance %harter on /ay| 6he %harter has been in eːect since ,une| and Yas last amended by the \$oard of &irectorso decision of /arch|

6he \$oard of &irectors regularly revieYs bpostos %orporate )overnance %harter and adopts any changes deemed necessary and appropriate

6he %orporate )overnance %harter contains rules Yith respect to

  • the duties of the \$oard of &irectors \$oard %ommittees )roup EZecutive %ommittee and %E1
  • the responsibilities of the \$oard of &irectorso %hairperson and %orporate Secretary
  • the reSuirements that apply to the \$oard of &irectorso members to ensure that they have adeSuate eZperience eZpertise and competences to fulˑll their duties and responsibilities
  • a disclosure system on mandates held and rules aimed at avoiding conflicts of interests and providing guidance on hoY to inform the \$oard of &irectors in a transparent Yay in case conflicts occur and a prohibition on director participation in the deliberations and voting on any matter in Yhich he or she has a conflicting interest

Reference Code

bpost has designated the \$elgian %ode on %orporate )overnance of /arch| the pCorporate Governance Codeq as its reference code . The %orporate )overnance %ode is based on a pcomply or eZplainq approach \$elgian listed companies are reSuired to folloY the %orporate )overnance %ode but may deviate from its provisions provided they disclose the Lustiˑcation for any such deviation

Deviations from the Corporate Governance Code

bpost complies Yith the %orporate )overnance %ode Yith the eZception of the folloYing three deviations Yhich Yere imposed under the .aY before its amendment by the .aY of &ecember| the pDecember 2015 Lawq that entered into force on ,anuary|

6he %orporate )overnance %ode provision states that the \$oard of &irectors proposes directors for appointment by the Shareholders at a Shareholderso /eeting *oYever some directors appointed before ,anuary| Yere directly appointed by the \$elgian State in accordance Yith the former #rticle| Luncto #rticle|bis of the .aY #s from ,anuary| all neY directors are reappointed by decision of the Shareholders at a Shareholderso /eeting

6his 4oyal &ecree Yas published in the \$elgian State )a\ette on September| and has been in eːect since September|

6he %orporate )overnance %ode is available on the Yebsite of the %orporate )overnance %ommittee YYYcorporategovernancecommitteebe

  • The Corporate Governance Code (provision 6.3) states that the Board of Directors appoints the CEO. The current CEO was appointed by the Belgian State by Royal Decree following a debate in the Council of Ministers, in accordance with the former Article 20, §2 of the 1991 Law. Future CEOs will be appointed by the Board of Directors; and
  • The Corporate Governance Code (provision 4.6) states that the term of a Board mandate should not exceed four years. However, the directors appointed before May 15, 2014 were appointed for six years in accordance with the former Article 18, §3 and Article 20, §2 (first sentence) of the 1991 Law. (New) directors (re)appointed after May 15, 2014 have been (re)appointed to serve a (new) term of four years.

Board of Directors

Composition

General rules governing the composition of the Board of Directors

Since the December 2015 Law entered into force on January 12, 2016, the composition of the Board of Directors has been governed as described below.

  • The Board of Directors consists of a maximum of 12 directors, including the CEO, and comprises only non-executive directors, except for the CEO.
  • All directors are appointed (and can be removed) by the Shareholders at a Shareholders' Meeting, on proposal by the Board of Directors and from candidates nominated by the Remuneration and Nomination Committee.
  • Directors are appointed for a renewable term of four years, to the extent that the total term of their mandate (as renewed) does not exceed 12 years. To ensure continuity in the organization, the limitation of 12 years does not apply to the CEO.
  • Any shareholder holding at least 15% of bpost's shares has the right to nominate directors for appointment pro rata its shareholding ("nomination right"). Directors nominated by a shareholder may be independent, provided they fulfill the criteria laid down in Article 526ter of the Companies Code, but do not have to be independent.
  • All directors, other than the CEO and those appointed through the aforementioned nomination right, must be independent directors. In any case, the Board of Directors must comprise at all times at least three directors fulfilling the independence criteria laid down in Article 526ter of the Belgian Companies Code. The bpost Corporate Governance Charter further provides that at least half of the directors must at all times meet the independence criteria as set out in Article 3.2.4 of the bpost Corporate Governance Charter (based on the criteria laid down in Article 526ter of the Belgian Companies Code).
  • All directors (including the directors previously appointed by the Belgian State) can be removed by decision of the Shareholders at a Shareholders' Meeting. The December 2015 Law explicitly provides that its entry into force did not terminate the current directors' mandates. These mandates were therefore continued and will expire as initially provided, notwithstanding the possibility for the Shareholders to end these mandates at the Shareholders' Meeting in accordance with the Belgian Companies Code.

Should any director mandate become vacant, the remaining directors have the right, in accordance with Article 519 of the Belgian Companies Code, to temporarily fill such vacancy until a final appointment takes place in accordance with the abovementioned rules.

The composition of the Board of Directors should reflect:

  • the gender representation requirements set forth in (i) Article 18, §2bis of the 1991 Law and (ii) Article 518bis of the Belgian Companies Code. bpost complies with these gender representation requirements;
  • the language requirements set forth in Article 16 and 148bis/1 of the 1991 Law.

Finally, in accordance with the Law of September 3, 2017 on disclosure of non-financial and diversity information by certain large undertakings and groups, bpost applies a diversity policy in relation to its administrative, management, and supervisory bodies with regard to aspects such as, e.g., age, gender, educational and/or professional backgrounds. A description of this policy, its objectives, how it has been implemented, and the results in the reporting period is provided further in this Annual Report.

The Board of Directors was, per December 31, 2018, composed of the following 9 members:

Name Position Director
since
Mandate
expires
François Cornelis 1 Chairperson of the Board of Directors 2013 2019
Koen Van Gerven 2,3 CEO and Director 2014 2020
Jos Donvil ² Non-Executive Director 2017 2021
Bernadette Lambrechts 2 Non-Executive Director 2014 2020
Michael Stone 4 Independent Director 2014 2022
Ray Stewart 4 Independent Director 2014 2022
Thomas Hübner 5 Independent Director 2017 2021
Filomena Teixeira 5 Independent Director 2017 2021
Saskia Van Uffelen 5 Independent Director 2017 2021

Changes in the composition of the Board of Directors

At the Shareholders' Meeting of May 9, 2018:

  • the mandate of Luc Lallemand, Laurent Levaux, and Caroline Ven was not renewed since the Belgian State requested to postpone the appointment of three replacement directors to be nominated in accordance with its nomination right;
  • the Shareholders decided, on recommendation of the Remuneration and Nomination Committee, to renew the mandates of Ray Stewart and Michael Stone as independent directors for a term of four years until the close of the annual Shareholders' Meeting of 2022.

At the Shareholders' Meeting of May 8, 2019, the mandate of François Cornelis as independent director will expire. In addition, the Belgian State may decide to nominate three directors in accordance with its nomination right.

The Board of Directors intends to recommend candidates, nominated by the Remuneration and Nomination Committee, for appointment by the Shareholders at the annual Shareholders' Meeting of May 8, 2019 to replace the directors whose mandate has expired or will expire.

Newly elected directors can choose to participate in an induction program aimed at acquainting them with bpost's activities and organization as well as with the rules laid down in the Corporate Governance Charter. This program includes visiting operational and sorting centers.

Powers and functioning

Powers and responsibilities of the Board of Directors

The Board of Directors is vested with the power to perform all acts that are necessary or useful for the realization of bpost's purpose, except for those actions that are specifically reserved by law or the Articles

of Association to the Shareholders' Meeting or other management bodies.

In particular, the Board of Directors is responsible for:

  • · defining the general policy of bpost and its subsidiaries:
  • · deciding all major strategic, financial and operational matters of bpost;
  • · overseeing the management of the company by the CEO and the Group Executive Committee;
  • · all other matters reserved to the Board of Directors by the Belgian Companies Code or the 1991 Law.

The Board of Directors is entitled to delegate special and limited powers to the CEO and other members of senior management and can allow sub-delegation of said powers. On June 30, 2017, the Board of Directors decided to approve a delegation of authority formalizing the delegation of specific powers by the Board of Directors to the CEO and other members of the Group Executive Committee. This policy, which does not affect the powers granted to the Board of Directors by or pursuant to bpost's Articles of Association, has been published in the annexes to the Belgian Official Gazette on November 16, 2017.

Acquisition and divestiture of own shares, profitsharing certificates or associated certificates

Following the decisions taken at the Shareholders' Meeting of May 27, 2013, the Board of Directors was authorized, without any prior decision of the Shareholders, in accordance with Articles 620 et seq. of the Belgian Companies Code and within the limits set out in these provisions, to acquire, on or outside the stock market, its own shares, profit-sharing certificates or associated certificates for a price respecting the legal requirements. In particular, the price should not be less than 10% below the lowest closing price in the last 30 trading days preceding the transaction and not more than 5% above the highest closing price in the last 30 trading days preceding the transaction. This authorization covered the acquisition on or outside the stock market by a direct subsidiary within the

  • (1) Appointed by the General Meeting of May 27, 2013 (confirmed by decision of June 25, 2013) and appointed as Chairperson of the Board of Directors by a Board of Directors decision of May 10, 2017.
  • (2) Appointed by the Belgian State
  • (3) Appointed as CEO by Royal Decree of February 26, 2014 following a debate in the Council of Ministers.
  • (4) Appointed by the General Meeting of all Shareholders of bpost other than Public Institutions held on September 22, 2014. Their mandate was renewed by the General Meeting of Shareholders held on May 9, 2018.
  • (5) Appointed by the annual General Meeting of Shareholders of bpost held on May 10, 2017.

meaning and the limits set out by Article 627, indent 1 of the Belgian Companies Code. This authorization was valid for five years from May 27, 2013 and was not renewed at the Shareholders' Meeting of May 9, 2018.

The Board of Directors is further authorized to divest itself of part of or all the bpost shares, profitsharing certificates or associated certificates at a price it determines, on or outside the stock market or in the framework of its remuneration policy to employees, directors or consultants of bpost or to prevent any serious and imminent harm to bpost. This authorization is valid without any time restriction. The authorization covers the divestment of the company's shares, profit-sharing certificates or associated certificates by a direct subsidiary within the meaning of Article 627, indent 1 of the Belgian Companies Code.

Functioning of the Board of Directors

The Board of Directors meets whenever the interests of the company so requires or at the request of at least two directors. In principle, the Board of Directors meets seven times a year and in any event not fewer than five times a year. In 2018, the Board of Directors met 11 times.

In general, the Board of Directors' and Board Committees' decisions are taken by simple majority of the directors present or represented, although for certain Board matters a two-thirds' majority is required (such as, e.g., decisions on the approval of all renewals or amendments to the Management Contract and certain decisions on the administrative law status of statutory employees). In the case of a tie, the Chairperson has a casting vote.

The bpost Corporate Governance Charter reflects the principles by which the Board of Directors and the Board Committees operate.

The Corporate Governance Charter provides, inter alia, that the Board of Directors' decisions of strategic importance, including the adoption of the business plan and the annual budget and decisions regarding strategic acquisitions, alliances and divestitures must be prepared by a standing or an ad hoc Board Committee. For any such decisions, the Board of Directors shall strive to achieve broad support across its various constituencies, it being understood that, following appropriate dialogue and consultations, the Board of Directors' Chairperson may call for a decision and the proposal shall carry if adopted by a majority of the votes cast.

Evaluation process of the Board of Directors

Under the Chairperson's lead, the Board of Directors conducts regular evaluations of its scope, composition, and performance, along with those of the Board Committees, as well as the interaction with the Group Executive Committee. If needed, the Chairperson shall propose the necessary measures to remedy any weaknesses of the Board of Directors or of any Board Committee.

Following an external assessment in 2015, the Board of Directors decided to monitor and evaluate on a regular basis the main focus areas identified in the external assessment. In 2018, the Board of Directors, Board Committees, and the Group Executive Committee performed formal and comprehensive self-evaluation. The assessment focused on the composition and

structure of the Board of Directors and its committees, its role and objectives, its functioning, the information flows within the Board of Directors and with the Group Executive Committee, as well as its compliance with governance standards.

The Board of Directors continuously evaluates and improves its functioning in order to steer bpost ever better and more efficiently.

Transactions between bpost, its Board members and executive managers

A general policy on conflicts of interest applies within bpost and prohibits any conflict of interests situation of a financial nature that may affect a director's personal judgment or professional tasks to the detriment of bpost's group.

In accordance with Article 523 of the Belgian Companies Code, Koen Van Gerven declared to have a personal conflict of interest of patrimonial nature in connection with his annual evaluation as CEO. His annual evaluation was an item on the agenda of the Remuneration and Nomination Committee's meeting of March 12, 2018, and the Board of Directors' meeting of March 13, 2018. He informed bpost's Auditors of this conflict of interest and decided not to participate in the deliberation or voting on this item. Below follows the extract of the Board of Directors' minutes relating to the annual evaluation of the CEO:

"Prior to discussing the annual evaluation of the CEO, the CEO declared to have a personal conflict of interest of a patrimonial nature aimed at by Article 523 of the Belgian Companies Code in respect of the agenda item which relates to the evaluation of his annual performance.

The CEO left the meeting room and did not participate in the deliberation or the decision regarding his annual evaluation. The CEO will instruct the auditors of his conflict of interest, in accordance with Article 523 of the Belgian Companies Code.

Upon recommendation of the Remuneration and Nomination Committee, the Board of Directors unanimously approved the evaluation of the performance of the CEO and the proposed score."

Transactions between bpost and its majority shareholders

bpost's Corporate Governance Charter requires that the procedure set forth in Article 524 of the Belgian Companies Code be observed for any decisions regarding the Management Contract or other agreements with the Belgian State or other Public Institutions (other than those within the scope of Article 524, §1, last sub-paragraph of the Belgian Companies Code). In summary, these decisions are subject to a prior non-binding reasoned opinion of an Ad Hoc Committee, consisting of at least three independent directors. The Ad Hoc Committee is assisted by an independent expert, selected by the Ad Hoc Committee, and bpost's auditors validate the financial data used. The procedure then requires the Board of Directors to substantiate its decision and the auditors – to validate the financial data used by the Board of Directors.

The Board of Directors has established an Ad Hoc Committee, for the purpose of the USO Management Contract, composed of all independent directors. The

Ad Hoc Committee met two times in 2018.

Committees of the Board of Directors

Apart from the Ad Hoc Committee, the Board of Directors has established three Board Committees which assist the Board of Directors and make recommendations in specific fields: the Strategic Committee, the Audit Committee (in accordance with Article 526bis of the Belgian Companies Code), and the Remuneration and Nomination Committee (in accordance with Article 526quater of the Belgian Companies Code). The terms of reference of these Board Committees are set out in the Corporate Governance Charter.

Strategic Committee

The Strategic Committee advises the Board of Directors on strategic matters and shall, in particular:

  • regularly review industry developments, objectives and strategies of bpost and its subsidiaries and recommend corrective actions;
  • review risks and opportunities of the strategy as identified by the Company's strategic risk assessment and other processes, and the impact of the relevant industry trends and changes, emerging or evolving competitive activity, governmental or legislative developments and the Company's performance against the financial targets agreed by the Board of Directors and communicated to the Company's shareholders;
  • review the draft business plan submitted each year by the Group Executive Committee and provide guidance for the strategic planning process to ensure that the strategic implementation plan is developed, adhered to, and embedded in the Company;
  • review strategic transactions proposed by the . CEO or Group Executive Committee, including strategic acquisitions and divestitures, formation and termination of strategic alliances or longerterm cooperation agreements, launching of new product segments and entry into new products or geographic areas;
  • monitor the implementation of such strategic projects and of the business plan including the Company's progress against strategic goals using predefined and agreed key performance indicators (KPIs) and provide feedback and advice on business tactics, merger and acquisition strategy, market capabilities, and resource requirements and allocation;
  • · review the execution of transactions, postacquisition implementation and the realisation of the foreseen value of the acquisition to the Company's strategic objectives, including evaluating post-transaction audits to track performance against acquisition plan targets and the creation of value and realisation of synergies;
  • make reports to the Board of Directors on . its activities including an annual review of the performance of the committee and any recommendations for changes in the scope of its duties, composition, and working practices.

The Strategic Committee consists of maximum six directors, including at least three independent directors. The Strategic Committee's Chairperson is designated by the Strategic Committee's members. The Strategic Committee was, per December 31, 2018, composed of the following five members:

Name Position
Michael Stone
(Chairperson)
Independent Director
los Donvil Non-Executive Director
Thomas Hübner Independent Director
Koen Van Gerven CFO and Director
Ray Stewart Independent Director

The Strategic Committee met two times in 2018.

Audit Committee

The Audit Committee advises the Board of Directors on accounting, audit, and internal control matters, and shall, in particular be in charge of:

  • monitoring the integrity of bpost's financial statements and bpost's accounting and financial reporting processes and financial statements audits as well as bpost's budget;
  • · monitoring the effectiveness of bpost's internal control and risk management;
  • monitoring the internal audit function and its effectiveness;
  • monitoring the performance of the Joint Auditors and the statutory audit of the annual and consolidated accounts, including any follow-up on any questions and recommendations made by the Joint Auditors;
  • · reviewing and monitoring the Auditors' independence, especially in view of the provisions of the Belgian Companies Code;
  • · proposing candidates to the Board of Directors for the two Auditors to be appointed by the Shareholders' Meeting;
  • · informing the Board of Directors on the results of the statutory audit and the performance of its tasks;
  • · appointing, dismissing, replacing, and annually evaluating the performance of the Chief Audit Officer.

The Audit Committee consists of maximum five non-executive directors, including at least three independent directors. The Audit Committee's Chairperson is designated by the Audit Committee's members.

Collectively, the Audit Committee's members have sufficient relevant expertise in the field of accounting and audit to fulfill their roles effectively, notably in financial matters. Ray Stewart is competent in accounting and auditing, as evidenced by his former executive positions at Nyrstar and Proximus (previously Belgacom). The other members of the Audit Committee hold or have held several board or executive mandates in top-tier companies or organizations.

The Audit Committee was, as of December 31, 2018,

composed of the following four members:

Name Position
Ray Stewart (Chairperson) Independent Director
Michael Stone Independent Director
Saskia Van Uffelen Independent Director
Bernadette Lambrechts Non-Executive Director

The Audit Committee met six times in 2018.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee advises the Board of Directors principally on matters regarding the appointment and remuneration of directors, CEO, and Group Executive Committee and shall in particular:

  • · identify and nominate Board candidates to fill vacancies as they arise, thereby considering proposals made by relevant parties, including shareholders;
  • · nominate for appointment candidates for the Board of Directors to be appointed by shareholders (whether or not in application of their nomination right set forth in Article 21, §2 of the Articles of Association);
  • advise the Board of Directors on the appointment of . the Board of Directors' Chairperson;
  • advise the Board of Directors on the appointment of the CEO and on the CEO's proposals for the appointment of other members of the Group Executive Committee;
  • advise the Board of Directors on the remuneration of the CEO and other members of the Group Executive Committee and arrangements on early termination;
  • review any share-based or other incentive scheme for the directors, members of the Group Executive Committee, and employees;
  • establish performance targets and conduct performance reviews for the CEO and other members of the Group Executive Committee;
  • · advise the Board of Directors on the remuneration of the directors;
  • · advise the Board of Directors on talent management and diversity & inclusiveness policy;
  • submit a remuneration report to the Board of Directors;
  • lead the process for succession planning for Board of Directors and Group Executive Committee members, taking into account the challenges and opportunities facing bpost and the skills and expertise needed in each position.

The Remuneration and Nomination Committee consists of minimum three and maximum five nonexecutive directors, with at all times a majority of independent directors.

The Remuneration and Nomination Committee was, per December 31, 2018, composed of the following four members:

Name Position
François Cornelis
(Chairperson)
Chairperson of the
Board of Directors
Thomas Hübner Independent Director
Saskia Van Uffelen Independent Director
Filomena Teixeira Independent Director

The Remuneration and Nomination Committee met five times in 2018.

In 2018, the Remuneration and Nomination Committee reflected, inter alia, on changes to the remuneration policy (e.g., long-term incentive schemes, variable pay indicators) based on a new benchmark exercise with competitive companies.

Executive Management

CEO

The current CEO was appointed for a term of six years by Royal Decree of February 26, 2014 following a debate in the Council of Ministers, in accordance with the provisions of the 1991 Law before it was amended by the December 2015 Law. The next CEO will be appointed by the Board of Directors, following nomination by the Remuneration and Nomination Committee.

The CEO is vested with the day-to-day management of bpost and reports to the Board of Directors. He is also entrusted with the execution of the Board of Directors' decisions and he represents bpost within the framework of its day-to-day management, including exercising the voting rights attached to shares and stakes held by bpost.

The CEO can be removed by the Board of Directors.

Group Executive Committee

bpost's operational management is ensured by the Group Executive Committee and is led by the CEO. The Group Executive Committee consists of maximum nine members, appointed (for the duration determined by the Board of Directors) and removed by the Board of Directors, following a recommendation by the CEO and advice of the Remuneration and Nomination Committee.

The Group Executive Committee convenes regularly at the invitation of the CEO. The Group Executive Committee is assisted by the Group Executive Committee Secretary.

The individual members of the Group Executive Committee exercise the special powers delegated to them by the Board of Directors or the CEO, as the case may be. Within the limits of these powers, the members of the Group Executive Committee may delegate to one or more members of bpost's staff special and limited powers. The Group Executive Committee members may allow sub-delegation of these powers.

The Group Executive Committee prepares, under direction of the CEO, a business plan assessing bpost's medium-term purposes and strategy. This business plan is submitted to the Board of Directors for approval.

The Group Executive Committee was, as of December 31, 2018, composed of the following members:

Name Function
Koen Van Gerven Chief Executive Officer
Henri de Romrée1 Chief Financial Officer
Mark Michiels Chief Human Resources & Organization
Dirk Tirez Chief Legal & Regulatory Officer and Company Secretary
Nico Cools Chief IT Officer and Chief Digital Officer
Kurt Pierloot3 Director Mail & Retail
Luc Cloet2 Director Parcels & Logistics Europe and Asia
Pierre Winand² Director Parcels & Logistics North America

1991 Law Committee

The 1991 Law contains several provisions detailing the composition, appointment, and functioning of a "1991 Law Committee." Since the entry into force of the December 2015 Law, the powers to be assigned to the 1991 Law Committee are limited to the negotiation of the Management Contract with the Belgian State (it being understood that the Management Contract requires the subsequent approval of the Board of Directors). Therefore, the 1991 Law Committee remains in existence only for the limited purposes and tasks assigned to it by the amended 1991 Law.

The 1991 Law Committee was, as of December 31, 2018, composed of the CEO, who chairs the Committee, and two other members of the Group Executive Committee (one Dutch-speaking member and one French-speaking member): Mark Michiels and Henri de Romrée.

Company Secretary

The Board of Directors and the Advisory Committees are assisted by the Group Company Secretary, Dirk Tirez, who is also bpost's Chief Legal & Regulatory Officer. He was appointed in October 2007. François Soenen is the Group Executive Committee Secretary.

Joint Auditors

The Joint Auditors audit bpost's financial condition as well as consolidated and unconsolidated financial statements. There are four bpost Joint Auditors: (i) two Auditors appointed by the Shareholders' Meeting and (ii) two Auditors appointed by the Court of Audit, the Belgian institution responsible for the verification of public accounts (Cour des Comptes/Rekenhof). The Joint Auditors are appointed for renewable terms

of three years. The Shareholders' Meeting determines the remuneration of the Joint Auditors.

bpost's Joint Auditors were, as of December 31, 2018:

  • · Ernst & Young Réviseurs d'Entreprises-Bedrijfsrevisoren SCRL/CVBA ("EY"), represented by Mr. Romuald Bilem (member of the Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren), De Kleetlaan 2, 1831 Diegem, Belgium (until the annual Shareholders' Meeting of 2021);
  • PVMD Réviseurs d'Entreprises- Bedrijfsrevisoren SCRL/CVBA ("PVMD"), represented by Mrs. Caroline Baert (member of the Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren), Tweekerkenstraat 44, 1000 Brussel, Belgium (until the annual Shareholders' Meeting of 2021);
  • Mr. Philippe Roland, First President of the Court of Audit (Rekenhof/Cour des Comptes), Rue de la Régence 2, 1000 Brussels, Belgium (until September 30, 2019); and
  • · Mrs. Hilde François4, Chairperson of the Court of Audit (Rekenhof/Cour des Comptes), Rue de la Régence 2, 1000 Brussels, Belgium (until September 30, 2021).

EY and PVMD are responsible for the audit of bpost's consolidated financial statements. For the year ended December 31, 2018, EY and PVMD received EUR 1,265,275 (excluding value added tax) in fees for the audit of financial statements of bpost and its subsidiaries and EUR 626,481 (excluding valueadded tax) in fees for non-audit services. The two Auditors appointed by the Court of Audit received EUR 39,134.81 in remuneration for their services in connection with the audit of bpost's non-consolidated financial statements for the year ended December 31, 2018.

(1) Koen Beeckmans left the Company as Chief Financial Officer, Service Operations & ICT on January 15, 2018. Henri de Romrée was appointed by the CEO (empowered by the Board of Directors (decision of December 4, 2017) upon recommendation of the Nomination Committee), as new Chief Financial Officer and as Group Executive Committee member as of January 15, 2018.

(2) Luc Cloet and Pierre Winand were appointed, with immediate effect, by the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, on April 17, 2018.

(3) Kurt Pierloot resigned as Director Mail & Retail with effect as from January 24, 2019. Henri de Romrée was appointed as new Director Mail & Retail as from January 24, 2019. Baudouin de Hepcee was appointed as Chief Financial Officer ad interim as from January 24, 2019 until a new Chief Financial Officer is appointed.

(4) By a decision dated October 3, 2018, the Court of Audit (Rekenhof/Cour des Comptes) decided to replace – with effect as from October 17, 2018 – Mr. Jozef Beckers (Member of the Court of Audit) by Mrs. Hilde François (Chairperson of the Court of Audit as bpost's Joint Auditor, for a renewable term of three years.

Shareholding structure and shareholders rights

bpost's shares are registered or dematerialized. At December 31, 2018, bpost's share capital was represented by 200,000,944 shares, listed on the regulated market of Euronext Brussels.

With, respectively, 48,263,200 and 53,812,449 bpost shares in their possession on December 31, 2018, the Belgian State and the SFPI/FPIM together had a participation of 51.04% (respectively, of 24.13% and 26.91%) of bpost issued voting shares. The remaining shares are held by individual shareholders and European and international institutional shareholders.

In the course of 2018 and in accordance with the Law of May 2, 2007 on the disclosure of significant shareholdings in listed companies and the Articles of Association, bpost published a number of transparency declarations disclosing that a notification threshold was reached (crossed upward or downward). The transparency notifications are available on bpost's website at http://corporate.bpost.be/investors/ share-information/transparency-declarations.

The Company's shares are freely transferable, provided that, according to Article 147bis of the 1991 Law and Article 16 of the Articles of Association, the direct participation of Public Institutions in the registered capital has to exceed 50%. However, following the entry into force on January 12, 2016 of the December 2015 Law, the Belgian Government had the option, until December 31, 2018, to approve by Royal Decree following a debate in the Council of Ministers, transaction(s) that cause the direct participation of Public Institutions to drop below 50% plus one share (Article 54/7 §1 of the 1991 Law). The Belgian Government did not make use of this option.

At December 31, 2018, bpost did not hold any of its own shares.

Each share entitles its holder to one vote. Apart from the restrictions on voting rights imposed by law, the Articles of Association provide that, if shares are held by more than one owner, are pledged, or if the rights attached to the shares are subject to joint ownership, usufruct or any other kind of split of such rights, the Board of Directors may suspend the exercise of the rights attached to such shares until one person has been appointed as the sole representative of the relevant shares vis-à-vis bpost.

Remuneration Report

bpost's remuneration policy relating to the remuneration of the Board of Directors' members and bpost's management is based on current legislation, the Corporate Governance Code, market practices and trends.

bpost considers essential transparency and clear communication on the principles and implementation of the policy. It therefore shares relevant information in this report.

General remuneration policy and remuneration principles

bpost has developed a dynamic, rewarding, and responsible remuneration policy. This policy is regularly assessed and updated to ensure bpost's sustainability.

The remuneration policy has multiple objectives, inter alia:

  • offering the company's employees a fair remuneration, in consultation with the trade unions, while remaining competitive compared to the reference markets of mail, parcels, logistics and e-commerce companies in Europe;
  • stimulating performance at both the collective and individual levels to create sustainable and profitable long-term growth, while safeguarding the wellbeing of our staff. With this in mind, the remuneration plan integrates aspects related to (i) bpost's results (e.g., EBIT results along with criteria relating to the wellbeing of the staff and customer satisfaction); and (ii) the individual performance and skills;
  • identifying and promoting bpost's corporate values and culture;
  • attracting, retaining, and motivating qualified and specialized individuals needed to achieve the company's strategic and operational goals in the transformation of its business into one of the leading e-commerce & logistics companies in Europe and beyond.

The remuneration policy described above should not substantially change in the two coming financial years.

The Remuneration and Nomination Committee regularly examines the policy's principles and their concrete application, and will continue to do so in the coming two financial years. In 2019, a limited and responsible flexible remuneration plan will be introduced, enabling management-level employees to choose between various benefits within a fixed budget at no additional costs for the company. The Remuneration and Nomination Committee will also review the pension plan for its employees, to be in line with the above reference market.

The Board of Directors and the Remuneration and Nomination Committee will also examine the possibility and feasibility of introducing a long-term incentive plan. The purpose of this plan would be to better align the actions and initiatives of management with the long-term performance of the company.

This report does not include bpost's Belgian subsidiaries, whose remuneration policy is in line with the national reference market, or bpost's foreign subsidiaries, whose remuneration policies are in line with local reference markets of relevant companies and aim to attract and retain qualified and experienced directors and managers. In that regard, the Radial

Group has its own incentive plan, in accordance with US market practices.

Procedure for establishing the remuneration policy and setting the individual remuneration of the Board of Directors' members and bpost's management

As a limited liability company under public law and in compliance with the applicable corporate governance requirements, bpost has developed a specific remuneration policy for the members of its Board of Directors and management. This policy was introduced by the Board of Directors on recommendation by the Remuneration and Nomination Committee and is regularly assessed and updated. Every change in this policy shall be approved by the Board of Directors on recommendation of the Remuneration and Nomination Committee.

It is a balanced remuneration policy based on the overall remuneration policy as set out above, with the aim of (i) attracting and retaining qualified managers and directors, (ii) encouraging them to generate sustainable and profitable long-term growth, in line with the general strategy of bpost, (iii) reflecting their individual duties and skills, and (iv) aligning the interests of management and shareholders. The remuneration package of the management therefore:

  • provides for a variable remuneration (as described below) based on strictly defined quantitative and qualitative performance criteria and driven by bpost's growth;
  • offers remuneration in cash along with other nonfinancial benefits; and
  • is regularly assessed in light of market practices.

bpost distinguishes three different groups for which the remuneration principles are set out below in detail:

  • the Board of Directors' members;
  • the CEO;
  • the Group Executive Committee members.

The individual remuneration of the managers and directors depends on the category they belong to.

All amounts mentioned in this report are gross amounts before the employer's social contribution.

Principles of remuneration of the Board of Directors' members and bpost's management

Remuneration of the Board of Directors' members

The remuneration of the Board of Directors' members (with the exception of the CEO) was approved at the General Shareholders' Meeting of April 25, 2000 and continued to apply in 2018. It consists of two elements: (i) a monthly fixed remuneration and (ii) an attendance fee for each Advisory Committee meeting attended.

No other benefits are paid to the Board of Directors' members for their director's mandate, except for a company car allocated to the Board of Directors' Chairman.

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6he \$oard of &irectorso members Yith the eZception of the %E1 are entitled to the folloYing monthly ˑZed remuneration

  • E74| for the \$oard of &irectorso %hairman Yho also chairs bpostos ,oint +ndustrial %ommittee (2aritair %omitÅ %ommission 2aritaire as indeZed on /arch| 1 and a company car
  • E74| for the other directors Yith the eZception of the %E1 as indeZed on /arch| 1 .

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6he \$oard of &irectorso members Yith the eZception of the %E1 are also entitled to an attendance fee of E74| per attended #dvisory %ommittee meeting

6hese amounts are indeZed1 annually

6he %E1 is not entitled to remuneration for his attendance at the #dvisory %ommittee meetings

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(or the ˑnancial year the remuneration granted to all the \$oard of &irectorso members Yith the eZception of the %E1 totaled E74|

6he table beloY shoYs the total annual remuneration paid on an individual basis to each of the \$oard of &irectorso members Yith the eZception of the %E1 based on hisher participation in the #dvisory %ommittee meetings

Member \$oard of
Strategic
Directors
%ommittee
Remuneration
and 0omination
%ommittee
#udit
%ommittee
#d *oc
%ommittee
Total an
nual remu
Amount
(EUR)
Amount
(EUR)
/eetings Amount
(EUR)
/eetings Amount
(EUR)
/eetings Amount
(EUR)
/eetings neration
(EUR)
.uc .allemand3 NA NA NA
Laurent
.evauZ3
NA NA NA
%aroline 8en3 NA NA NA 13,779.77
(ranÃois
%ornelis
%hairman of
the \$oard
NA NA 2/2
4ay SteYart NA 6/6 2/2
Michael Stone 2/2 NA 6/6 2/2
\$ernadette
Lambrechts
NA NA 6/6 NA 31,094.97
,os &onvil NA NA NA
Thomas
*Øbner
0 0/2 NA 2/2
(ilomena
6eiZeira
NA NA 2/2
SasMia 8an
7ːelen
NA 6/6 2/2
331,510.77

6he benchmarM indeZ used for the indeZation is the health indeZ

6hese amounts cover all amounts paid in the ˑnancial year 2lease note that attendance fees are paid in the month folloYing the attended #dvisory %ommittee meeting 6his means that the amounts paid out in ˑnancial year relate to attendance to meetings of the \$oard of &irectors or the #dvisory %ommittee meetings held from &ecember| until 0ovember|

7ntil /ay|

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6he %E1os remuneration is approved by the \$oard of &irectors on recommendation of the 4emuneration and 0omination %ommittee +t consists of i|base remuneration ii|shortterm incentive variable remuneration iii|a pension contribution and iv|various other beneˑts

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6he %E1os base remuneration for the ˑnancial year amounted to E74| as indeZed on 1ctober|

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6he base amount of the %E1os shortterm variable remuneration varies depending on i|the corporate obLectives and ii|individual targets 2erformance is assessed annually in light of the targets

  • (or the %E1 the corporate objectives relate to ˑnancial results of the variable remuneration allocated based on the corporate obLectives depends on E\$+6 and on operational %ash (loY 6he pay grid Yas established and validated by the \$oard of &irectors on recommendation of the 4emuneration and 0omination %ommittee this grid is set out beloY in the Section on the 4emuneration of the )roup EZecutive %ommittee members &epending on the results of these audited and regularly published criteria the payout per criterion can reach of the base amount of the shortterm variable remuneration for this criterion
  • The individual targets are agreed on betYeen the %E1 and the \$oard of &irectors at the beginning of each year %lear and measurable targets are set Yhich are to be achieved Yithin an agreed timeframe 6he %E1os individual performance is measured against these targets and may vary from of the base amount of the shortterm variable remuneration in the event of underperformance to in the event of overperformance

6he %E1os performance is assessed annually during the ˑrst Suarter folloYing the end of the ˑnancial year as part of a 2erformance /anagement 2rocess pPMPq directed by the \$oard of &irectors

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6he %E1os pension contribution for the ˑnancial year amounted to E74|

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6he %E1 has other beneˑts eg an insurance covering deathinservice and disability medical insurance representation fees and a company car

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6he global remuneration paid to the %E1 /r|-oen 8an )erven in for his performance during the year that ended on &ecember| amounts to E74| eZcluding variable remuneration compared to E74| in eZcluding variable remuneration and can be broMen doYn as folloYs

  • base remuneration E74| gross
  • pension E74|
  • other beneˑts
    • insurance covering deathinservice disability and medical coverage E74|
    • representation fees E74| and
    • leasing costs for company car E74|

+n addition the %E1 received variable remuneration of E74| in because the corporate obLectives and the individual targets for the year that ended on &ecember| Yere met given that the assessment Yas only completed in 6his amount is based on i|the performance of bpost in and ii|the surpassing of the %E1os individual targets and the longterm value that these achievements created 8ariable remuneration for Yill be determined and paid in after the performance assessment.

0o shares stocM options or other rights to acSuire shares Yere granted to or eZercised by the %E1 or have eZpired in 0o options under previous stocM option plans Yere still outstanding for the ˑnancial year

0o substantial changes Yere made to the remuneration of the %E1 compared to the previous ˑnancial year

RGOWPGTCVKQP QH VJG )TQWR EZGEWVKXG %QOOKVVGG OGODGTU

6he remuneration of the )roup EZecutive %ommittee members is approved by the \$oard of &irectors on recommendation of the 4emuneration and 0omination %ommittee +t is regularly revieYed on the basis of a benchmarMing eZercise covering large \$elgian companies so as to oːer a total remuneration in accordance Yith the median on the reference marMet

6he remuneration pacMage of the )roup EZecutive %ommittee members consists of i|base remuneration ii|variable remuneration iii|a pension contribution and iv|various other beneˑts

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\$ase remuneration reflects the responsibilities and characteristics of the position the level of eZperience and the performance of the )roup EZecutive %ommittee members during the past year +t is granted independently of bpostos results +t is paid every month and is revised annually based on a benchmarM study that covers large \$elgian companies

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Shortterm variable remuneration is a percentage of the base remuneration and aims to reinforce the performancebased managerial culture 6he base amount of the variable remuneration actually allocated varies depending on i|the corporate obLectives and ii|individual targets 2erformance is assessed annually in light of the targets

  • The corporate objectives are related to the ˑnancial results depends on the E\$+6 as Yell as the loyalty of bpostos customers measured through the %ustomer .oyalty +ndeZ
  • E\$+6 a pay grid is determined and validated each year by the \$oard of &irectors on recommendation of the 4emuneration and 0omination %ommittee see the grid beloY &epending on E\$+6 the payout can reach of the base amount
  • %ustomer .oyalty +ndeZ the payout for this criterion is eSual to the results for the given year 6he %ustomer .oyalty +ndeZ for reached a score of leading to a payout of for this criterion in

(rom for the shortterm variable remuneration to be paid in the corporate obLectives Yill still include E\$+6 and %ustomer .oyalty +ndeZ and introduce a staː Yellbeing dimension to be measured by the level of shortterm absenteeism.

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Results
E\$+6
Variable remuneration
Ɠ
Ɣ

The individual targets are mutually agreed on and approved by the CEO at the beginning of each year. Clear and measurable targets are set, which are to be achieved within an agreed term. The individual performance is measured against these targets and may vary from 0% of the base amount of the short-term variable remuneration in the event of underperformance to 160% in the event of overperformance.

The performance of each Group Executive Committee member is assessed annually during the first quarter following the end of the financial year, as part of a PMP, directed by the CEO.

Pension contribution

The Group Executive Committee's global pension contribution for the financial year 2018 amounted to EUR 280,134.60.

Other benefits

bpost offers other benefits to the Group Executive Committee members, e.g., insurance covering death-inservice and disability, medical insurance, representation fees, meal vouchers, and a company car.

These benefits are benchmarked regularly and adapted according to standard practices.

Global remuneration

The global remuneration paid in 2018 to the Group Executive Committee members (other than the CEO) during the year that ended on December 31, 2018 amounted to EUR 3,462,033.851 excluding variable remuneration (compared to EUR 2,299,008.17 in 2017 excluding variable remuneration) and can be broken down as follows:

  • base remuneration (including the end-of-year bonus and holiday pay): EUR 3,000,306.49;
  • pension: EUR 280,134.60;
  • other benefits:
    • insurance covering death-in-service, disability and medical coverage: EUR 57,086.85;
    • representation fees and meal vouchers: EUR 26,019.58; and
    • leasing costs for company cars: EUR 98,486.33.

In addition, the Group Executive Committee members (other than the CEO) received a global variable remuneration of EUR 901,423.99 in 2018 because the corporate objectives and the individual targets for the year that ended on December 31, 2017 were met (given that the 2017 assessment was only completed in 2018). The global variable remuneration for 2018 will be determined and paid in 2019 after the performance assessment of each member of the Group Executive Committee.

No shares, stock options or other rights to acquire shares were granted to or exercised by the Group Executive Committee members, or have expired in 2018. No options under previous stock option plans were still outstanding for the financial year 2018.

No substantial changes were made to the remuneration of the Group Executive Committee members compared to the previous financial year.

Clawback provisions

The current remuneration policy does not provide for a specific contractual clawback provision in favor of bpost for variable remuneration.

Changes to the composition of bpost's Group Executive Committee

The following changes in the composition of the Group Executive Committee occurred in 2018:

  • Mr. Dirk Tirez, Chief Legal & Regulatory Officer and Company Secretary and Mr. Nico Cools, CIO & Chief Digital Officer, were appointed as Group Executive Committee members with effect as from December 4, 2017 and have been remunerated as members of the bpost Group Executive Committee since February 1, 2018;
  • Mr. Henri de Romrée was appointed as new Chief Financial Officer and as Group Executive Committee member and was remunerated in that capacity as from January 15, 2018;
  • Mr. Marc Huybrechts, Director Mail & Retail Solutions, position as Group Executive Committee member ended on April 17, 2018. He continued to work for the group until August 31, 2018 and received severance pay of a total amount of EUR 400,000;
  • Mr. Philippe Dubois, Director Mail Services Operations, left the Group Executive Committee on April 17, 2018 to become Director Strategy, Transformation & Performance of bpost;
  • Mr. Luc Cloet, Director Parcels & Logistics Europe & Asia and Mr. Pierre Winand, Director Parcels & Logistics North America, were appointed as new Group Executive Committee members and remunerated in that capacity as from April 17, 2018.

In addition to the foregoing changes:

  • Mr. Kurt Pierloot resigned as Director Mail and Retail with effect from January 24, 2019. Mr. Henri de Romrée was appointed as new Director Mail and Retail as from January 24, 2019;
  • Mr. Baudouin de Hepcée was appointed as Chief Financial Officer ad interim as from January 24, 2019, until a new Chief Financial Officer is appointed.

Termination provisions and non-compete clauses

No member of the Group Executive Committee is entitled to specific contractual termination arrangements, except for the CEO, who is entitled to a severance pay of EUR 500,000 in the event of early termination by bpost for any other reason than material breach. Additionally, the CEO is entitled to the use of a company car for six months after his departure, including all expenses relating to the use thereof, except for the fuel card.

(1) This amount comprises the pro rataremuneration paid to the Group Executive Committee members who resigned/started in 2018.

In the event of automatic termination on expiry of the six-year term and the appointment by bpost of another CEO, the CEO is subject to a non-compete clause for a period of one year as from the date of termination of his mandate. He will receive a noncompetition indemnity of EUR 500,000, unless bpost waives the application of such clause.

All members of the Group Executive Committee, except for Mr. Mark Michiels, are subject to noncompete clauses, prohibiting them from working for bpost's competitors for a period of 12 months from the date of their resignation or termination of their contract. All such members are entitled to receive an amount equal to six months of remuneration if bpost decides to apply these non-compete clauses.

For members of the Group Executive Committee who carry out their function under an employment agreement under the Law of 3 July 1978, because of their seniority with the company, the application of the mandatory rules on the termination of their employment agreement, may result in an entitlement to a termination payment above 12 or 18 months' remuneration.

Internal control and risk management

bpost's Enterprise Risk Management ("ERM") framework assists bpost in managing risks effectively and in implementing the necessary controls to pursue its objectives. The ERM framework covers: (i) risk management, allowing bpost to take informed decisions on risks it is willing to take to achieve its strategic objectives, thereby taking into account external factors; and (ii) internal control activities, which include all internal policies, procedures and business practices to mitigate risks. Best practices in risk management and internal control activities (e.g., international standard ISO31000) and the Commission on Corporate Governance's directions have been used as references to define the ERM framework.

In general, the objective is to provide a reasonable assurance regarding (i) compliance with applicable laws and regulations, (ii) reliability of financial and nonfinancial information, and (iii) effectiveness of internal processes. A "reasonable assurance level" is a high, but not an absolute level, given that all internal control systems have limitations linked to, e.g., human error, wrong decisions or choices on cost/benefit of control.

The following description of bpost's internal control and risk management activities is factual and aims to cover the activities' main characteristics.

Control environment

The control environment promotes employee awareness and compliance, defines clear roles and responsibilities, publishes quality guidelines, and demonstrates the commitment of bpost's Group Executive Committee and Board of Directors.

Commitment to integrity and ethical values

"Earning trust" is one of bpost's key values. The Board of Directors and Group Executive Committee have approved bpost's Code of Conduct, which was first issued in 2007 and last reviewed in 2019.

The Code has general principles that describe the values and ethical standards for everybody working in the group and enables appropriate responses in the event that it is not followed. These principles are reinforced by the relevant regulations, policies and procedures that are in place across bpost's businesses, affiliates and ventures. The Code of Conduct is provided to all new employees as part of the onboarding process and systematically introduced in the bpost subsidiaries. It is also made available on bpost's intranet and referred to during trainings. Any violations of the Code of Conduct must be reported to the immediate superior or the reference person of the employee, or to the legal department of bpost, as the case may be.

Furthermore, to comply with insider trading and market manipulation regulations, bpost has adopted a Dealing and Disclosure Code. This Code is amended from time to time to be in line with the most recent market abuse laws and regulations. The Dealing and Disclosure Code aims to create awareness around possible improper conduct by employees, senior employees, and persons discharging managerial responsibilities (being members of the Board of Directors and of the Group Executive Committee) and their associated persons. The Dealing and Disclosure

Code contains strict rules on confidentiality, nonuse of "price sensitive" information, and dealing restrictions. The rules of this Code have been widely communicated within the Group and the Code is available to all employees, senior employees and persons discharging managerial responsibilities. In conformity with the Market Abuse Regulation of April 16, 2014, persons discharging managerial responsibilities at bpost have been informed of their obligations in relation to insider trading under the Market Abuse Regulation.

Commitment to corporate governance fostering accountability

The Board of Directors supervises the Company's operational management. The Audit Committee advises the Board of Directors on accounting, audit, and internal control matters. Without prejudice to the monitoring role of the Board of Directors, the Group Executive Committee establishes risk management and internal control guidelines and procedures and monitors their effective roll-out. A "three lines of defense" model has been implemented:

  • The operational management is responsible for the design and maintenance of risk management and internal controls (first line);
  • The second line functions, such as Legal, Compliance, Health & Safety, Security or Integrity, provide expert support to the first line operational management. The overall roll-out and coordination of the risk management and internal control activities is centralized within the Risk & Control department. All second line functions report at least annually to the Group Executive Committee on the risk evolution in their respective domains;
  • Finally, Corporate Audit, responsible for the internal audits of bpost Group, constitutes the third line of defense. The Corporate Audit Director reports to the Audit Committee's Chairperson and CEO.

Commitment to employee development and competence

Good leadership is invaluable and generates better results for bpost. In September 2015, bpost rolledout the "Leading@bpost" program that identifies accountability and continuous learning as two key values. To develop skills, bpost has established its own training center. Technical courses are held in the business units (e.g., training on the International Financial Reporting Standards ("IFRS") used to prepare bpost's consolidated financial statement) and ad hoc courses are developed on a need-to-have basis. Personal development is driven by clear job descriptions and a structured bi-annual evaluation. Ad hoccoaching sessions are promoted.

Risk assessment

The purpose of risk management, embedded in the ERM framework, is to deliver a consistent corporate approach and establish a sound risk management culture. Three types of risk management activities are performed. First, a strategic risk assessment takes place as part of the process to define/ revise bpost's strategy. Each Business Unit further assesses its operational risks on a semi-annual basis. Finally, there is risk and internal control management at a process, product or project level. This includes an evaluation of the adequacy of the most important internal controls to mitigate risks at a process, product or project level. The same structured risk management process is

applied to the following three types of risk activities:

  • Identification of the risks that may have an impact on realizing the objectives;
  • Assessment of risks in order to prioritize them;
  • Decision on risk responses and action plans to address key risks;
  • Monitoring action plan implementation and overall risk evolutions and identification of emerging risks.

The coherence of the three different types of risk activities is ensured by using a single framework of risk evaluation criteria to assess the risks. This ensures the right risks are circulated, both top-down and bottom-up.

More information can be found in the "Risk Management" section of the annual report (note 6.5).

Control activities

In general

A process management framework is defined based on the Business Process Methodology ("BPM"). Policies and procedures are established for the key processes (accounting, procurement, investments, treasury, etc.). They are subject to regular controls. Internal control dashboards are monitored where relevant.

All Group companies use an Enterprise Resource Planning ("ERP") system or accounting software to support efficient processing of business transactions, to perform accounting and to deliver data for consolidation. These systems provide management with transparent and reliable information it needs to monitor, control, and direct business operations. A close monitoring of potential conflicts of separation of duties in the ERP system is carried out on a regular basis. bpost has established management processes to ensure the implementation of appropriate measures on a daily basis to sustain the performance, availability and integrity of its IT systems. The adequacy and effectiveness is monitored through internal service level agreements as well as periodic performance and incident reporting to the different Business Units involved.

Specifically related to the financial statements

Systematic and structured finance processes ensure a timely and qualitative reporting. These processes include the following main activities or controls:

  • Careful and detailed planning of all activities, including owners and timing;
  • Communication by the Group Finance Department prior to the closing of guidelines, including on all IFRS accounting principles, to be applied by all legal entities and operating units;
  • Separation of duties between the accounting teams in the different legal entities actually performing the accounting activities and the departments responsible to review the financial information. The review is performed more specifically by (i) business controllers responsible, inter alia, for the review of financial information in their area of responsibility, and (ii) the Group Finance Department, which is responsible for the final review of the financial information of the different legal entities and operating units and for the preparation of the consolidated financial statements;
  • Systematic account justification and review after

the closing triggering follow-up and feedback of the timelines, quality and lessons learned in order to strive for continuous improvement.

Information and communication

The Internal Communication department uses a wide variety of tools, such as the Company's intranet and employee newsletters, to circulate messages in a structured and systematic way both from top management and operational level.

Financial and performance information is shared between operational and financial management and the Group Executive Committee. Besides the monthly reporting analysis prepared by the Business Controllers, the Group Executive Committee conducts a thorough quarterly review of the different Business Units' performance.

Proper assignment of responsibilities and coordination between the relevant departments ensures an efficient and timely communication process for periodic financial information. The Group Finance Department communicates on a regular basis all IFRS accounting principles, guidelines and interpretations, to be applied by all legal entities and operating units, to the accounting teams of the different legal entities and operating units.

Externally, the Press Relations and Public Affairs department manages stakeholders, e.g., press and public authorities. This department centralizes and validates external communications with a potential impact at Group level. This includes, but is not limited to, financial information.

Financial information is made available to the market on a quarterly, semi-annual and annual basis. Prior to external publication, financial information is subject to (i) an extensive internal validation process, (ii) review by the Audit Committee, and (iii) approval by bpost's Board of Directors.

Monitoring

Corporate Audit (internal) and Joint Auditors (external)

bpost has a professional internal audit department that works in line with the Institute of Internal Auditors' standards. The department is subject to an external quality review every five years. Corporate Audit conducts an annual risk assessment with a semi-annual revision to determine the audit program. Via its audit assignments, Corporate Audit provides reasonable assurance on internal control effectiveness in the different processes or projects reviewed.

The Joint Auditors provide an independent opinion on the full year statutory and consolidated financial statements. They perform a limited review on the half-year interim condensed financial statements and the statutory BGAAP figures of bpost NV/SA per end of October, which serves for the distribution of an interim dividend. In addition, they review material changes to the IFRS accounting principles and evaluate the different identified key controls on the processes that support the set-up of the financial statements.

Audit Committee and Board of Directors

The Audit Committee advises the Board of Directors on accounting, audit, and internal control matters.

To do so, the Audit Committee receives and reviews:

  • All relevant financial information to enable the Audit Committee to analyze the financial statements;
  • The quarterly treasury update;
  • Any significant change of the IFRS accounting principles;
  • Relevant findings resulting from the activities of the Corporate Audit Department and/or the Joint Auditors;
  • The Corporate Audit's semi-annual status report on the follow-up of audit recommendations and annual activity report;
  • The Group Executive Committee's annual conclusion on the effective execution of bpost's risk management and internal control activities as well as periodic information on the main business and related risk evolutions.

The Board of Directors ultimately ensures the establishment of internal control systems and procedures. The Board of Directors monitors the functioning and adequacy of the internal control systems and procedures, considering the Audit Committee's review, and takes the necessary measures to ensure the integrity of the financial statements. A procedure is in place to convene bpost's appropriate governing body on short notice if and when circumstances so dictate.

More detailed information on the composition and functioning of the Audit Committee and the Board of Directors is included in the section of this Corporate Governance Statement on the Board of Directors and the Audit Committee.

Diversity

Creating a culture of Diversity and Inclusion

bpost is a highly diverse company in terms of its workforce and is committed to creating and supporting a collaborative workplace culture. Such a diverse environment allows the group to optimize interaction with its customers and stakeholders, and respond to challenges in different and efficient ways.

In that context, bpost has designed a Diversity Policy (available on bpost's website) aimed at creating diversity and inclusion awareness within the group. The purpose of this Diversity Policy is to support bpost employees and management in building a culture where diversity and inclusion are a daily practice.

The program focuses on engagement, awareness, and involvement. The Board of Directors sets the tone at the top and is the true sponsor of the diversity and integration workshops organized for teams investing in diversity and inclusion awareness and/or dealing with specific topics within the diversity and inclusion framework.

Diversity within the Board of Directors and the Group Executive Committee

bpost adheres to the view that diversity of competences and views of the Board of Directors and Group Executive Committee facilitates a good understanding of the business organization and affairs. It enables the members to constructively challenge strategic decisions, ensure risk management awareness, and be more open to innovative ideas.

bpost complies with the provisions of Article 518bis of the Belgian Companies Code in terms of gender diversity, but the Diversity Policy for the members of its management goes beyond this strict legal minimum.

In the composition of the Board of Directors and Group Executive Committee, special attention is paid to diversity in terms of criteria such as age, professional background, gender, and geographic diversity. When considering candidates for vacancies, the Remuneration and Nomination Committee takes into account balanced scorecards of such diversity criteria.

Diversity aspects that are taken into account in relation to the bpost Board of Directors and Group Executive Committee members are the following:

  • • Gender: gender diversity promotes a better understanding of the market place, increases creativity, produces more effective leadership and promotes effective global relationships. To achieve greater gender diversity within its management, bpost aims to (i) identify potential female talents at an early stage, (ii) provide opportunities that allow women to reach their full potential, (iii) enroll women in development programs that prepare them for management roles.
  • • Age: age diversity in the workplace is part of the human capital and provides a larger spectrum of knowledge, values, and preferences. Such agediverse management will provide a more dynamic environment with continuous movement. To achieve age diversity, bpost aims to ensure that is management counts (i) older talents, with breadth

and depth of work experience, and (ii) high-potential younger talents who are eager to learn.

  • • Professional background: to stay competitive in a changing environment, bpost must attract and retain talent with diverse professional backgrounds. Diversity of professional backgrounds provides bpost with a range of expertise and experience necessary to respond to the complex challenges it faces. To achieve professional background diversity within its management, bpost aims to identify people who (i) have distinct professional backgrounds, and (ii) come from various sectors at different points in their career.
  • • Geographic diversity: geographic diversity is significant and positively correlated with firm performance, especially in increasing business and strategy internationalization. To stimulate geographic diversity, bpost takes into account foreign elements in the profile and the path of its candidates.

The Board of Directors assesses annually whether diversity within the bpost management has improved.

Diversity aspects -Implementation & outcome

On December 31, 2018, the outcome of diversity aspects in relation to the bpost Board of Directors and Group Executive Committee members is the following:

Professional Background

17% Finance & Accounting, Risk Management, Audit 16%
9-0-0 19% Transport & Logistics, Fullfilment, Warehousing, E-commerce 18% 0-0
8% Banking 9% 1
1 13% Postal services 17%
18% Parcel services 15%
1 1% Retail 7%
15: 10% Digital, Technology, Telecommunication, Innovation 9%
8% Human Resources Management 9%

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s reSuired by laY and the %ompanyos articles of association Ye report to you as statutory Loint auditors of bpost S# de droit public bpost 08 van publieM recht the p%ompanyq and its subsidiaries together the p)roupq 6his report includes our opinion on the consolidated statement of ˑnancial position as at |&ecember| the consolidated income statement the consolidated statement of comprehensive income the consolidated statement of changes in eSuity and the consolidated statement of cash floYs for the year ended |&ecember| and the disclosures all elements together the p%onsolidated (inancial Statementsq as Yell as our report on other legal and regulatory reSuirements 6hese tYo reports are considered one report and are inseparable 9e have been appointed as statutory Loint auditors by the Shareholders /eeting of |/ay| in accordance Yith the proposition by the \$oard of &irectors folloYing recommendation of the #udit %ommittee and on recommendation of the 9orMers %ouncil 1ur mandate eZpires at the Shareholders /eeting that Yill deliberate on the %onsolidated (inancial Statements for the year ending |&ecember| 9e|performed the audit of the %onsolidated (inancial Statements of the )roup during |consecutive|years

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Unqualified opinion

9e have audited the %onsolidated (inancial Statements of bpost S# de droit public bpost 08 van publieM recht Yhich consist of the consolidated statement of ˑnancial position as at |&ecember| the consolidated income statement the consolidated statement of comprehensive income the consolidated statement of changes in eSuity and the consolidated statement of cash floYs of the year and the disclosures Yhich shoY a consolidated balance sheet total of E74||million and of Yhich the consolidated income statement shoYs a proˑt for the year of E74||million

+n our opinion the %onsolidated (inancial Statements give a true and fair vieY of the consolidated net eSuity and ˑnancial position as at |&ecember| and of its consolidated results and its consolidated cash floYs for the year then ended prepared in accordance Yith the +nternational (inancial 4eporting Standards as adopted by the European 7nion p+(4Sq and Yith applicable legal and regulatory reSuirements in \$elgium

Basis for the unqualified opinion

9e conducted our audit in accordance Yith +nternational Standards on #uditing p+S#sq 1ur responsibilities under those standards are further described in the p1ur responsibilities for the audit of the %onsolidated (inancial Statementsq section of our report.

9e have complied Yith all ethical reSuirements that are relevant to our audit of the %onsolidated (inancial Statements in \$elgium including those Yith respect to independence

9e have obtained from the \$oard of &irectors and the o˓cials of the %ompany the eZplanations and information necessary for the performance of our audit and Ye believe that the audit evidence Ye have obtained is su˓cient and appropriate to provide a basis for our opinion.

Key audit matters

-ey audit matters are those matters that in our professional Ludgment Yere of most signiˑcance in our audit of the %onsolidated (inancial Statements of the current reporting period

These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.

Long term employee benefits

Description of the key audit matter

Provisions for long term employee benefits amount to EUR 308.4 million as of 31 December 2018 and are disclosed in note 6.27 to the Consolidated Financial Statements. This area is important to our audit because of the magnitude of the amounts, the judgments involved concerning the key actuarial assumptions (such as discount rates, inflation, mortality, increase in salaries and medical costs, …) and the technical expertise required to evaluate these provisions and to properly reflect the impacts in the Consolidated Financial Statements in accordance with IAS 19. In addition, appropriate internal control procedures are important to ensure that the underlying participant data (such as population, age, years of service, wage, …) are correctly managed and the amendments to the plans are properly and timely reflected in the Consolidated Financial Statements.

Summary of the procedures performed

  • We have performed a detailed review of the actuarial report prepared by the external actuary engaged by the Company to ensure that all characteristics of the plans have been properly considered in the actuarial calculations.
  • We have assessed the expertise, independence and integrity of the external actuary engaged by the Company.
  • We have compared the input data used for the calculation of the provisions by the external actuary (such as population, age, years of service, wage, …) with source information of the human resources department of the Company.
  • We have assessed the appropriateness of the key actuarial assumptions (such as discount rates, inflation, mortality, increase in wages and medical costs, …) with the assistance of our internal actuarial specialists.
  • We have verified that the actuarial calculations are properly reflected in the provisions recorded in the Consolidated Financial Statements and ensured that impacts are correctly recorded in accordance with IAS19.
  • We have performed detailed analytical reviews on the important long term employee benefits plans by reviewing the roll-forward of the provisions to understand the changes in the valuation of the provisions compared to last year.
  • We have assessed the adequacy and completeness of the disclosures presented in the note 6.27 of the Consolidated Financial Statement based on the requirements of IAS19.

Business Combination

Description of the key audit matter

In the recent past, the Company entered in several significant business combinations leading to a total carrying value of goodwill recognized for EUR 683.6 million as of 31 December 2018 and

for which earn-out liabilities are estimated based on the contingent consideration arrangements (EUR 10.7 million as of 31 December 2018). As described in notes 6.6 and 6.19 to the Consolidated Financial Statements, several significant purchase price allocation exercises have been completed during the year in accordance with IFRS 3. Goodwill amounting to EUR 4.9 million is still provisional considering that the Company has one year to perform the purchase price allocation in accordance with IFRS 3.

The purchase price allocation exercise requires the alignment of the accounting records of the acquired entities with the accounting polies of the Company and involves significant judgments and estimates by the management to assess the fair value of the assets acquired and liabilities assumed in accordance with IFRS 3. In addition, the valuation of the earn-out liabilities requires also significant judgements on the underlying assumptions used in the calculation models which are mainly based on budgeted Key Performance Indicators' s (KPI's) as determined in the share purchase agreements.

Summary of the procedures performed

  • We have performed audit procedures on the financial information of the acquired entities at the date of acquisition. We have assessed and discussed the key findings identified during the due diligence procedures performed by the external experts engaged by the Company. Finally, we have validated the alignment of the local financial information with the accounting policies of the Company.
  • We have validated, with the assistance of our internal valuation experts, that the methodologies used by the Company for the estimation of the fair value of assets acquired and liabilities assumed are in accordance with IFRS 3 and industry practices.
  • With the assistance of our internal valuation experts, we have assessed and benchmarked the key inputs and assumptions (underlying opening balances, business plans, discount rates, EBITDA margins, growth rates, …) used in the purchase price allocation calculations prepared by the Company with assistance of the third party valuation experts.
  • We have assessed the competence, independence and integrity of the third party valuation experts used by the Company.
  • We have validated all significant accounting entries relating to the fair value impacts on assets acquired and liabilities assumed resulting from the purchase price allocation.
  • With respect to the valuation of the earn-out liabilities, we have analyzed the contractual agreements and verified whether the conditions are correctly reflected in the valuation of the estimated earn-out liabilities. We have assessed and discussed the business plans of the acquired entities that are used as basis to determine the earn-out liabilities. Finally, we have assessed the mathematical accuracy of the detailed calculations supporting the valuation of these earn-out liabilities.
  • Furthermore, we have assessed the adequacy and completeness of the disclosures in notes 6.6 and 6.19 to the Consolidated Financial Statements based on the IFRS requirements.

Impairment of long term assets

Description of the key audit matter

As described in note 6.19, relating to impairment testing on long term assets (including goodwill), the Company reviews the carrying amounts of its cash generating units ("CGU") annually of more frequently if impairment indicators are present. The impairment assessment involves a comparison of the estimated value in use of the CGU to its carrying amount. The assessment is a judgmental process which requires estimates concerning the projected future cash flows associated with the CGU, the weighted average cost of capital ("WACC") and the growth rate of revenue and costs to be applied in determining the value in use.

This area is important to our audit because of the magnitude of the amounts, the judgments and the technical expertise required to perform the impairment testing on long term assets.

Summary of the procedures performed

  • We have assessed the design and implementation of the internal controls relating to management's impairment testing of goodwill and long term assets.
  • We have tested the accuracy of the underlying model to assess whether the processes are applied to the correct input data.
  • We have challenged each of the key assumptions employed in the annual impairment test. These key assumptions include the WACC, the growth rates and projected cash flows. We have involved our internal valuation specialists to assess and benchmark those assumptions to comparable independent data. We have tested the reasonableness of projected cash flows in the light of the Group's historic forecasting accuracy and compared these projections with the long term plan as approved by the Board of Directors.
  • We have concluded on the reasonability of conclusion reached by management not to impair the goodwill or when an impairment was necessary on the valuation of the impairment loss.
  • We have assessed management's sensitivity analyses and the appropriateness and completeness of the sensitivity disclosures.
  • We have assessed the appropriateness and completeness of the disclosures in accordance with IAS36 as included in note 6.19 to the Consolidated Financial Statements.

Revenue recognition

Description of the key audit matter

Revenue recognition is a key audit matter in our audit resulting considering the amounts involved (EUR 3,850.2 million of operating income for 2018) and the complexity and assumptions used to estimate several revenue streams at year-end in accordance with IFRS 15. The main risk areas relate to:

Revenue relating to the financial compensation for Services of General Economic Interest ("SGEI") and for the distribution of press and periodicals that are estimated at year-end based on complex calculations and principles contractually agreed and which amounts to EUR 271.4 million for 2018 as disclosed in note 6.8 to the Consolidated Financial Statements. These contracts include various calculation models for the determination

of the annual financial compensation for which the lowest compensation is granted and thus taken into consideration for the revenue recognition. These calculation models are based on various input data (such as actual volumes, quality targets, incurred costs relating to the concerned services, …) and involves management estimates.

  • Revenue of December 2018 for Radial that is estimated at year-end and will be billed to customers in January of the next year. Radial is providing E-commerce outsourcing services (Technology services, payment processing services, shipping and handling services, 24/7 customer services related to the webstores, order management and fulfillment) and other professional services to its customers. The estimation of the December 2018 revenue in accordance with IFRS 15 is complex considering the various input data used in the calculations, the volume of transactions and the specific contractual conditions agreed with customers.
  • Revenue with other postal operators ("terminal dues") that is estimated based on complex calculations involving various input data. The estimation of these revenues is based on volumes exchanged (in kilogram's and per item), the prices agreed with the foreign postal operators and also other contractual conditions (e.g. quality of service of the mail distribution).

Summary of the procedures performed

  • We have gained an understanding of internal control environment relating to the revenue processes, performed walkthroughs of the significant revenue classes of transactions and evaluated the design and operating effectiveness of key internal controls. We have also evaluated the IT general controls and key IT application controls supporting the revenue processes with assistance of our internal IT experts.
  • We have assessed the management's estimation process and challenged their calculations by performing (i) an assessment and comparison of the key inputs and assumptions in the calculation models, with the contractual agreements, (ii) a validation on whether the transfer of risks and rewards are properly reflected based on the contractual agreements and (iii) a reconciliation of the key underlying data used in the revenue calculation models (e.g. volumes, prices, …) with underlying IT systems, contracts and other documents provided by external parties.
  • We have performed analytical procedures on the important revenue streams to detect unusual trends or transactions by comparing revenue with last year and performing an monthly analysis of revenue.
  • We have performed subsequent events procedures by reviewing significant transactions recorded during 2019 and comparing these transactions with estimates recorded at year-end.
  • We have assessed the adequacy and completeness of the disclosures on revenue in the Consolidated Financial Statements based on the IFRS requirements.

Responsibilities of the Board of Directors for the preparation of the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the Consolidated Financial Statements

that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.

Our responsibilities for the audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:

  • identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors;
  • conclude on the appropriateness of the Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue as a going-concern;

evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events.

We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.

We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.

Report on other legal and regulatory requirements

Responsibilities of the Board of Directors

The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, and other information included in the annual report.

Responsibilities of the Joint Aud itors

In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, and other information included in the annual report, as well as to report on these matters.

Aspects relating to Board of Directors' report and other information included in the annual report

In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been in prepared accordance with article 119 of the Belgian Company Code.

In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:

  • Overview of the key figures;
  • Message to the stakeholders;
  • Key events of the year;

contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported. In addition, we do not provide reasonable assurance regarding the Board of Directors' report and other information included in the annual report.

The non–financial information required by article 119, § 2, of the Belgian Company Code has been included

in the annual report on the Consolidated Financial Statements. The Company has prepared this nonfinancial information based on Global Reporting Initiatives Standards. However, we do not comment on whether this non-financial information has been prepared, in all material respects, in accordance with Global Reporting Initiatives Standards. We do not express any form of reasonable assurance regarding the individual elements included in this non-financial information.

Independence matters

Our audit firms and our networks have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company and the Group during the course of our mandate.

The fees for additional services that are compatible with the audit of the Consolidated Financial Statements as referred to in Article 134 of the Belgian Company Code have been correctly disclosed and detailed in the Consolidated Financial Statements.

Other communications

This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.

Brussels, 19 March 2019

Ernst & Young Réviseurs d'Entreprises SCCRL Represented by

Romuald Bilem Partner* *Acting on behalf of a BVBA/SPRL

PVMD Bedrijfsrevisoren BCVBA Represented by

Caroline Baert Partner* *Acting on behalf of a BVBA/SPRL

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