bpost SA/NV

Proxy Solicitation & Information Statement • Aug 13, 2014

bpost Company limited by shares under public law

Centre Monnaie/Muntcentrum, 1000 Brussels

Enterprise no. 214.596.464 (RLE Brussels)

("bpost SA/NV")

PROXY

SPECIAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY OF 22 SEPTEMBER 2014 AT 2 PM

This duly completed, dated and signed paper form must be returned by 16 September 2014, 4.00 pm (CET) at the latest to:

Euroclear Belgium Att. : Issuer Relations Department Boulevard du Roi Albert II, 1 1210 Brussels (Belgium) Email: ebe.issuer@euroclear.com

In case of communication by electronic means, the original version of the proxy form must be produced at the latest on the date of the meeting. Proxy forms arriving late or not complying with the required formalities will be rejected.

The undersigned (name and first name / name of the company) (the Principal):

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

Legally represented by (name, first name, title):¹

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

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

With address / registered offices at:

1 To be completed only if the undersigned is a legal person.

Owner of	……………………………	dematerialized shares () registered shares ()	of bpost SA/NV
	quantity	(*) cross-out type not applicable

hereby appoints as his/her/its special proxyholder (the Proxyholder):

Name and first name: ………………………………………………………………………………………………………………………………….

Domicile: …………………………………………………………………………………………………………………………………

(Please note that in case you appoint a member of the Board or Management Committee or any other employee or person related to bpost SA/NV, on the basis of the law, this person will be deemed to have a potential conflict of interest).

to represent the undersigned at the Special General Meeting of Shareholders of bpost SA/NV that will be held at the registered seat of the Company on 22 September 2014 at 2 PM (CET) and to vote on his/her/its behalf as follows on each of the proposed resolutions:

Please provide your voting instructions (for, against, abstain) in writing below each proposed resolution.

In the absence of voting instructions, the Proxyholder will vote in favour of the resolutions shown on the agenda. (Please note that this is not possible, on the basis of the law, if you appoint a member of the Board or Management Committee or any other employee or person related to bpost SA/NV. This person shall only be able to vote when given specific instructions per agenda item).

1. Appointment of a Director.

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.

FOR	AGAINST	ABSTAIN

2. Appointment of a Director.

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.

FOR	AGAINST	ABSTAIN

***

Attendance formalities

The undersigned (Principal) hereby declares that he/she/it has in due time complied with all the formalities set forth in the notice of convocation for the purposes of participating and voting at the Special General Meeting of Shareholders. Proof hereof must be delivered by 16 September 2014 in the manner set forth in the notice of convocation.

Powers of the Proxyholder

The Proxyholder is hereby authorized to take the following actions on behalf of the undersigned: to vote or abstain from voting on any proposed resolutions regarding the items on the agenda of the Special General Meeting of Shareholders, as the case may be, in accordance with the voting instructions mentioned above.

Furthermore, the Proxyholder is hereby authorized to sign on behalf of the undersigned any minutes, deeds or documents and, in general, to do everything that is necessary or useful to execute this proxy.

Should the Special General Meeting of Shareholders not be able to deliberate validly or should it be postponed for any reason whatsoever, the Proxyholder is authorized to attend any subsequent meeting having the same or a similar agenda. However, this shall only apply insofar the Principal has in due time complied with the required formalities to participate and vote at the subsequent Special General Meeting of Shareholders.

Effect on the proxy form of (possible) exercise of the right to add items to the agenda and to file proposed resolutions

One or more shareholders holding alone or together three percent (3%) of the share capital of the Company can exercise his/her/its/their right in accordance with Article 533ter of the Belgian Companies Code to add to the agenda of the Special General Meeting of Shareholders one or more items to be dealt with and to file proposed resolutions relating to items already on or to be added to the agenda.

In any such case the Company will no later than 5 September 2014 make available to its shareholders on its website (www.bpost.be/ir) the relevant forms that can be used to vote by proxy, to which are added the additional items to be dealt with and the attendant proposed resolutions that might be placed on the agenda and/or just the proposed resolutions that might be formulated.

In that case, the following rules will apply:

• (a) If the present proxy has been validly notified before publication of the revised agenda of the Special General Meeting of Shareholders (i.e. 5 September 2014 at the latest), it will remain valid with regard to the items mentioned on the agenda for which it was given;
• (b) If the Company has published a revised agenda including one or more new proposed resolutions for items which were initially mentioned on the agenda, the Proxyholder may deviate from any instructions given by the Principal if execution of such instructions might compromise the Principal's interests. In that case, the Proxyholder must inform the Principal thereof.
• (c) If the Company has published a revised agenda including one or more new items to be dealt with, the proxy must indicate whether or not the Proxyholder is authorized to vote on these new items or whether he/she should abstain.

In view of the foregoing, and as applicable, the Principal hereby formally:

• gives instruction to the Proxyholder to abstain on the new items and the attendant proposed resolutions that might be placed on the Special General Meeting of Shareholders;
• authorizes the Proxyholder to vote on the new items and the attendant proposed resolutions that might be placed on the Special General Meeting of Shareholders, as he/she considers appropriate, taking into account the Principal's interests.

If the Principal has not marked either of these boxes or if the Principal has marked both boxes, the Proxyholder must abstain from voting on the new agenda items and the attendant proposed resolutions that might be placed on the agenda of the Special General Meeting of Shareholders.

Done at:

On:

(signature(s))*

___________________

Name**: Title:

*(The signature(s) should be preceded by the handwritten mention "GOOD FOR PROXY")

(**) If signature on behalf of a company, please specify name, first name and title of natural person(s) and provide supporting documentation confirming representation powers. In the absence thereof, the undersigned declares and certifies to bpost SA/NV to have the necessary power of attorney to sign this form on behalf of the shareholder.