AGM Information • Aug 13, 2014
AGM Information
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Enterprise no. 214.596.464 (RLE Brussels)
("bpost SA/NV")
The Board of Directors hereby invites the shareholders of bpost SA/NV (the "Company") to attend the Special General Meeting of Shareholders of the Company (the "Meeting"), which will be held at the registered seat of the Company on Monday, 22 September 2014 at 2 PM (CET).
An access map to the Meeting is available on the Company's website. Persons attending the Meeting are invited to arrive at 1.30 pm (CET) in order to complete the registration formalities.
The agenda of the Meeting is as follows:
Proposed resolution: upon proposal of the Board of Directors and recommendation by the Remuneration and Nomination Committee, the General Meeting of Shareholders, with the exception of the Belgian State and the SFPI/FPIM, resolves to appoint Ray Stewart as independent director of the Company for a renewable four-year term ending after the Ordinary General Meeting of 2018. Ray Stewart complies with the functional, family and financial criteria of independence as provided for in article 526ter of the Companies Code, article 21 §2 of the articles of association and article 3.2.2 of the Corporate Governance Charter of the Company. Moreover, Ray Stewart does not have any relationship with any company which could compromise his independence.
Proposed resolution: upon proposal of the Board of Directors and recommendation by the Remuneration and Nomination Committee, the General Meeting of Shareholders, with the exception of the Belgian State and the SFPI/FPIM, resolves to appoint Michael Stone as independent director of the Company for a renewable four-year term ending after the Ordinary General Meeting of 2018. Michael Stone complies with the functional, family and financial criteria of independence as provided for in article 526ter of the Companies Code, article 21 §2 of the articles of association and article 3.2.2 of the Corporate Governance Charter of the Company. Moreover, Michael Stone does not have any relationship with any company which could compromise his independence.
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Kindly note that all dates and times mentioned herein are the final deadlines and that these will not be prolonged due to a week-end, holiday or for any other reason.
A time for questions shall be provided during the Meeting.
In addition, shareholders may submit written questions to the Company prior to the Meeting in relation to items on the agenda.
These questions must reach the Company by letter (to the registered seat, Centre Monnaie/Muntcentrum, 1000 Brussels, att. Paul Vanwambeke) or email (to: [email protected]) by 16 September 2014 at the latest.
Questions validly addressed to the Company will be answered during the Meeting. Questions submitted by a shareholder will only be considered if the latter has complied with all admission formalities to attend the Meeting.
Shareholders who individually or jointly own at least 3% of the share capital of the Company can request to add new items to the agenda of the Meeting or submit resolutions to vote (with respect to items included or to be included in the agenda) until 1 September 2014 at the latest (Article 533ter Belgian Companies Code).
Such request will only be valid if, when submitted to the Company, it is accompanied by a relevant document establishing the abovementioned shareholding (i.e. for registered shares, a certificate establishing registration of corresponding shares in the share register of the Company; for dematerialized shares, a certificate established by an authorized account holder or a settlement institution certifying registration of the shares in one or more accounts).
The request, including the text of new agenda items or new proposed resolutions, duly signed by the requesting shareholder, should reach the Company by 1 September 2014 at the latest, either by letter (to the registered seat, Centre Monnaie/Muntcentrum, 1000 Brussels, att. Paul Vanwambeke) or by email (to: [email protected]). The Company will acknowledge receipt to the address as indicated by the shareholder within 48 hours following receipt.
In such instance, the Company will publish an amended agenda and amended proxy forms which shall be available on its website (www.bpost.be/ir) at the latest on 5 September 2014. Proxies received by the Company before issuance of the amended agenda remain valid for the items covered.
Items or proposed resolutions submitted by one or more shareholders will only be examined by the Meeting if the concerned shareholder(s) complied with all admission formalities to attend the Meeting.
The right of a shareholder to vote at the Meeting is subject to compliance with all formalities described hereunder:
Shareholders who wish to attend the Meeting in person have to fulfill the admission requirements mentioned above.
Shareholders may vote by correspondence using the form prepared by the Company available on www.bpost.be/ir. This form in original version, duly completed, dated and signed must reach Euroclear Belgium, att. Issuer Relations Department, Boulevard du Roi Albert II, 1, 1210 Brussels by 16 September 2014, 4.00 pm (CET) at the latest.
Shareholders may be represented at the Meeting by a proxyholder. The proxyholder must be designated using the proxy form prepared by the Company available on www.bpost.be/ir. The proxy form duly completed, dated and signed must reach Euroclear Belgium, att. Issuer Relations Department, Boulevard du Roi Albert II, 1, 1210 Brussels or by email ([email protected]), by 16 September 2014, 4.00 pm (CET) at the latest. Communication by electronic means within the same period is allowed provided that the proxyholder produces the original proxy at the latest on the date of the Meeting. Failure to comply with these requirements will result in the Company not acknowledging the powers of the proxyholder.
In order to attend the Meeting, shareholders or proxyholders must prove their identity and representatives of legal entities must hand over documents establishing their identity and their representation power, at the latest immediately prior to the beginning of the Meeting. In the absence thereof, attendance to the Meeting can be denied.
The documents which will be submitted to the Meeting, together with the agenda of the Meeting, the form to vote by proxy or by correspondence and all information which the law requires to be made available to the shareholders, can be consulted on the website of the Company (www.bpost.be/ir). The shareholders can also obtain copies of these documents at no cost at the registered seat of the Company (Centre Monnaie/Muntcentrum, 1000 Brussels), on business days and during normal office hours.
Shareholders who wish to obtain more information on the practical modalities of the Meeting can contact the Company.
E-mail: [email protected]
Press Piet Van Speybroeck T. +32 2 276 2185
Brussels, 12 August 2014 For the Board of Directors of bpost SA/NV Françoise Masai, Chairperson of the Board of Directors
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