bpost SA/NV

Audit Report / Information • Apr 11, 2014

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the Financial Statements.

We have obtained from management and the Company's officials the explanations and information necessary for performing our audit and we believe that the resulting audit evidence that we have obtained is sufficient and appropriate to provide a basis for our opinion.

Unqualified opinion

In our opinion, the Financial Statements of the Company give a true and fair view of the Company's financial position as of 31 December 2013 and of the results of its operations for the year then ended in accordance with the financial reporting framework applicable in Belgium.

Report on other legal and regulatory requirements

The board of directors is responsible for the preparation and the content of the report of the board of directors on the Financial Statements, including the corporate governance statement, in accordance with article 96 of the Company Code (Wetboek van vennootschappen/Code des sociétés) as well as the compliance with the legal and regulatory requirements of the accounting records, the compliance with the Company Code and with Company's articles of association.

As part of our audit mandate and in accordance with the applicable supplementary standard issued by the Belgian Institute of Registered Auditors (Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises) as published in the Belgian State Gazette on 28th August 2013 (the "Supplementary Standard"), it is our responsibility to perform certain procedures, in all material respects, on the compliance of certain legal and regulatory requirements, as defined in the Supplementary Standard. As a result of these procedures, we provide the following additional comments which do not modify our opinion on the Financial Statements:

• The report of the board of directors on the Financial Statements includes the information required by law, is consistent with the Financial Statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
• Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
• The appropriation of the results proposed to the shareholders' meeting complies with the legal and statutory provisions.

• We do not have to report any transactions undertaken or decisions taken in violation of the company's articles of association or the Company Code.

• In accordance with article 523 of the Company Code, the Board of Directors has described in its annual report the conflicts of interest with patrimonial effects concerning Mr. Johnny Thijs, Chief Executive Officer of the Company at the time of the meetings of the Board of Directors. The first conflict of interest relates to the meeting of the Board of Directors held on 17 May 2013 with respect to the possibility for the employees of the Company to purchase shares of bpost at an exercise price which implies a 16,67% discount compared to the initial public offering price. The second conflict of interest concerns the renewal of the mandate of Mr. Johnny Thijs as Chief Executive Officer, discussed during the meetings of the Board of Directors held per 17 May 2013 and 4 December 2013.

• $\bar{a}$ An interim dividend was distributed during the year in relation to which the Joint Auditors -Members of the Belgian Institute of Registered Auditors have issued the attached report in accordance with legal requirements.

Brussels, 26 March 2014

THE JOINT AUDITORS - MEMBERS OF THE BELGIAN INSTITUTE OF REGISTERED AUDITORS

Ernst & Young Bedrijfsrevisoren BCVBA represented by

PVMD Bedrijfsrevisoren BCBVA represented by

Eric Golenyaux Partner

Lieven Delva Partner

HET REKENHOF-COUR DES COMPTES

represented by

P. Roland Chairman J. Beckers Councellor