bpost SA/NV

AGM Information • Apr 7, 2023

bpost Company limited by shares under public law

Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels

Enterprise no. 214.596.464 (RLE Brussels)

("bpost SA/NV")

CONVENING NOTICE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 10 MAY 2023 AT 10 AM (BELGIAN TIME)

The Board of Directors of bpost SA/NV (the "Company") hereby invites its shareholders to participate in the Ordinary General Meeting of shareholders of the Company (the "Meeting"), which will be held at BluePoint Brussels Conference & Business Centre, Bd. A. Reyers 80, 1030 Brussels (Belgium), on Wednesday 10 May 2023 at 10 AM (Belgian time).

An access map to the Meeting is available on the Company's website. Persons attending the Meeting are invited to arrive at 9 AM (Belgian time) in order to complete the registration formalities.

Shareholders may also choose to (i) participate remotely by means of an electronic communication tool provided by the Company: the Lumi platform, accessible via www.lumiconnect.com or (ii) vote by correspondence or electronically before the Meeting (see below for more information).

For more information with respect to remote participation, reference is made to the practical provisions below, the information available on www.lumiconnect.com, as well as to any additional information that the Company may provide in this regard on its website (https://bpostgroup.com/investors/governance/shareholders-meetings).

AGENDA OF THE MEETING: The agenda and proposed resolutions of the Meeting, which, as the case may be, can be completed and/or amended at the meeting on behalf of the Board of Directors, are as follows:

• 1. Management report by the Board of Directors on the financial year closed on 31 December 2022. This agenda item does not require a Shareholders' Meeting resolution.
• 2. Statutory Auditors Report on the financial year closed on 31 December 2022. This agenda item does not require a Shareholders' Meeting resolution.
• 3. Presentation of bpost Group's consolidated annual accounts per 31 December 2022, the management report by the Board of Directors and the Statutory Auditors Report on these annual accounts.

This agenda item does not require a Shareholders' Meeting resolution.

4. Approval of bpost SA/NV's statutory annual accounts per 31 December 2022, including allocation of the result.

Proposed resolution: the Shareholders' Meeting resolves to approve bpost SA/NV's statutory annual accounts relating to the financial year closed on 31 December 2022, the allocation of the result reflected therein and the distribution of a gross dividend of EUR 0.40 per share.

5. Approval of the remuneration report for the financial year closed on 31 December 2022. Proposed resolution: the Shareholders' Meeting resolves to approve the remuneration report for the

6. Discharge to the Directors.

Proposed resolution: the Shareholders' Meeting resolves to grant discharge to the Directors for the exercise of their mandate during the financial year closed on 31 December 2022.

7. Discharge to the Statutory Auditors.

financial year closed on 31 December 2022.

Proposed resolution: the Shareholders' Meeting resolves to grant discharge to the Statutory Auditors for the exercise of their mandate during the financial year closed on 31 December 2022.

8. Directors – Appointments.

On October 14, 2022, following his appointment as member of the Executive Committee, Mr. Jos Donvil resigned as director appointed upon proposal by the Belgian State, with effect as from October 31, 2022. On December 9, 2022, upon proposal of the Belgian State in accordance with its nomination right under article 14, §2 of the Articles of Association and upon recommendation of the Remuneration & Nomination Committee, the Board of Directors unanimously decided to appoint, by means of cooptation, Mrs. Ann Caluwaerts as non-executive director replacing Mr. Jos Donvil, with effect as from January 1, 2023 until this Shareholders' Meeting.

In accordance with its nomination right as well as article 17 of the Articles and Association and article 7:88, §1 of the Belgian Code of Companies and Associations, the Belgian State proposes to (i) confirm the cooptation of Mrs. Ann Caluwaerts as director and (ii) appoint her as a director for a term of 4 years until the close of the annual Shareholders' Meeting of 2027.

As from this Shareholders' Meeting, the mandate of Mr. Laurent Levaux and Mrs. Caroline Ven as directors appointed upon proposal by the Belgian State in accordance with its nomination right will expire. In accordance with its nomination right, the Belgian State proposes to appoint Mrs. Ann Vereecke as director for a term of 4 years until the close of the annual Shareholders' Meeting of 2027.

The Board of Directors, upon recommendation of the Remuneration & Nomination Committee, recommends voting in favor of the proposed resolutions.

The curriculum vitae and, where applicable, other information on the proposed Board members are available on bpost's website: https://bpostgroup.com/investors/governance/shareholders-meetings. The Board of Directors proposes to remunerate the mandate of the directors in accordance with the resolution of the Shareholders' Meeting of 25 April 2000, the principles of which are reflected in the bpost Remuneration Policy approved by the Shareholders' Meeting on May 12, 2021, as publicly available on https://bpostgroup.com/investors/governance/shareholders-meetings.

Proposed resolutions:

• 8.1. The Shareholders' Meeting (i) confirms, in accordance with article 17 of the Articles of Association and article 7:88, §1 of the Belgian Code of Companies and Associations, the cooptation of Mrs. Ann Caluwaerts as director, and (ii) appoints her as director for a term of 4 years until the close of the annual Shareholders' Meeting of 2027. The Shareholders' Meeting resolves that the mandate will be remunerated in accordance with the resolution of the Shareholders' Meeting of 25 April 2000, the principles of which are reflected in the bpost Remuneration Policy.
• 8.2. The Shareholders' Meeting appoints Mrs. Ann Vereecke as director for a term of 4 years until the close of the annual Shareholders' Meeting of 2027. The Shareholders' Meeting resolves that the mandate will be remunerated in accordance with the resolution of the Shareholders' Meeting of 25 April 2000, the principles of which are reflected in the bpost Remuneration Policy.

9. Amendment of the Remuneration Policy.

The current Remuneration Policy of bpost was prepared by the Board of Directors upon recommendation of the Remuneration & Nomination Committee and was approved by the Shareholders' Meeting on May 12, 2021. In accordance with Article 7:89/1, §3 of the Belgian Code of Companies and Association, any material change to this Remuneration Policy has to be approved by the Shareholders' Meeting. Upon recommendation of the Remuneration & Nomination Committee, the Board of Directors has prepared an amended Remuneration Policy mainly to introduce a long-term incentive plan, which it submits for approval to this Shareholders' Meeting.

The amended Remuneration Policy is available on bpost's website: https://bpostgroup.com/investors/governance/shareholders-meetings.

If the amended Remuneration Policy is not approved by the Shareholders' Meeting, the current Remuneration Policy approved by the Shareholders' Meeting of May 12, 2021 will continue to apply.

Proposed resolution: the Shareholders' Meeting approves the amended Remuneration Policy as drawn up by the Board of Directors upon recommendation of the Remuneration and Nomination Committee.

10. Power of attorney.

Proposed resolution: the Shareholders' Meeting grants a special power of attorney to Mr. Ross Hurwitz, Mr. François Soenen and Mrs. Hélène Mespouille, each acting individually and with full power of substitution, to represent bpost SA/NV for the purpose of the accomplishment of all necessary filing and publication formalities resulting from the aforementioned resolutions. Each of the attorneys is, in this regard, authorized to take all actions that are necessary or useful to comply with the formalities in relation to any filing requirements and publications.

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Information for the shareholders

1. Questions concerning items on the agenda

Shareholders are invited to submit their questions in relation to items on the agenda, in writing, prior to the Meeting. These questions must reach the Company by letter (to the registered seat, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, att. Antoine Lebecq) or email (GeneralMeeting@bpost.be), or must be entered in the application available for this purpose on the Lumi platform, via www.lumiconnect.com, by Thursday 4 May 2023 at the latest.

In addition, the shareholders who participate digitally will also have the possibility to ask questions during the Meeting. More information on this will be communicated via our website.

Questions validly addressed to the Company will be answered during the Meeting. Questions submitted by a shareholder will only be considered if the latter has complied with all admission formalities as described in Point 3 below.

2. Amendment to the agenda

Shareholders who individually or jointly own at least 3% of the share capital of the Company can request to add new items to the agenda of the Meeting or submit resolutions to vote (with respect to items included or to be included in the agenda) until Tuesday 18 April 2023 at the latest (Article 7:130 of the Belgian Code of Companies and Associations).

Such request will only be valid if, when submitted in writing to the Company, it is accompanied by a relevant document establishing the abovementioned shareholding (i.e. for registered shares, a certificate establishing registration of corresponding shares in the share register of the Company; for dematerialized shares, a certificate established by an authorized account holder or a settlement institution certifying registration of the shares in one or more accounts).

The request, including the text of new agenda items or new proposed resolutions, duly signed by the requesting shareholder(s), should reach the Company by Tuesday 18 April 2023 at the latest, either by letter (to the registered seat, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, att. Antoine Lebecq) or by e-mail (GeneralMeeting@bpost.be). The Company will acknowledge receipt to the address as indicated by the shareholder(s) within 48 hours following receipt.

In such instance, the Company will publish an amended agenda on its website (https://bpostgroup.com/investors/governance/shareholders-meetings), in the Belgian Official Gazette and in the press, and make available amended proxy forms and forms to vote by correspondence on its website at the same address at the latest on Tuesday 25 April 2023. Proxies received by the Company before issuance of the amended agenda remain valid for the items covered.

Items or proposed resolutions submitted by one or more shareholders will only be examined by the Meeting if the concerned shareholder(s) complied with all admission formalities as described in Point 3 below.

3. Admission formalities

The right of a shareholder to participate in and vote at the Meeting is subject to compliance with all formalities described hereunder:

• 3.1. Registration. The registration of ownership of the shares in the name of the shareholder on Wednesday 26 April 2023 (24:00 – Belgian time) (the "Registration date"), in the following way:
  • − for dematerialized shares, by the registration of these shares in the name of the shareholder in the accounts of an authorized account holder or settlement institution; or
  • − for registered shares, by the registration of these shares in the name of the shareholder in the share register of the Company (which registration will be directly verified by the Company).
• 3.2. Notification. The notification by the shareholder of his/her/its intention to participate in the Meeting, in the following way:
  • − for dematerialized shares, the deposit of a certificate issued by an authorized account holder or settlement institution certifying the number of dematerialized shares held by the shareholder on the Registration Date and for which the shareholder intends to participate in the Meeting. Shareholders are asked to instruct their financial institution to directly deposit this certificate with Euroclear Belgium by email (ebe.issuer@euroclear.com) by Thursday 4 May 2023, 4:00 PM (Belgian time) at the latest; and
  • − for registered shares,
    • (i) the deposit of the paper form made available in the individual convocation, signed by the shareholder indicating his/her/its intention to participate in the Meeting and the number of shares for which the shareholder wants to participate (in which case the duly executed form must reach Euroclear Belgium by email (ebe.issuer@euroclear.com) by Thursday 4 May 2023, 4:00 PM (Belgian time) at the latest), or
    • (ii) the deposit of a duly completed, dated and signed form for voting by correspondence or by proxy in accordance with the formalities as described below.

Only persons who are shareholders of the Company on the Registration Date are entitled to participate in and vote at the Meeting.

4. Exercise of voting rights

Shareholders who have validly notified their participation in the Meeting in accordance with Point 3 above may vote at the Meeting.

4.1. VOTING IN ADVANCE ELECTRONICALLY OR BY CORRESPONDENCE

Shareholders may vote in advance:

• − electronically through Lumi platform, using the link www.lumiconnect.com, no later than Tuesday 9 May 2023, 4:00 PM (Belgian time) at the latest, or
• − by correspondence using the form prepared by the Company available on (https://bpostgroup.com/investors/governance/shareholders-meetings). This form, duly completed, dated and signed must reach Euroclear Belgium by email (ebe.issuer@euroclear.com) by Thursday 4 May 2023, 4:00 PM (Belgian time) at the latest.

4.2. VOTING BY PROXY

Shareholders may be represented at the Meeting by a proxyholder. The proxyholder must be designated using the proxy form prepared by the Company available on https://bpostgroup.com/investors/governance/shareholders-meetings.

The proxy form duly completed, dated and signed must reach Euroclear Belgium by email (ebe.issuer@euroclear.com) by Thursday 4 May 2023, 4:00 PM (Belgian time) at the latest. Failure to comply with these requirements will result in the Company not acknowledging the powers of the proxyholder.

4.3. SHAREHOLDERS ATTENDING THE MEETING DIGITALLY

Shareholders who participate digitally will have the possibility to vote during the Meeting. More information on this will be communicated via www.lumiconnect.com and the Company's website at https://bpostgroup.com/investors/governance/shareholders-meetings.

4.4. SHAREHOLDERS ATTENDING THE MEETING IN PERSON

Shareholders who wish to attend the Meeting in person have to fulfill the admission formalities mentioned above. The Company continues to monitor the evolution of the health and sanitary situation and the applicable measures adopted by the Belgian authorities. The Company may further communicate on the participation in the Meeting on its website https://bpostgroup.com/investors/governance/shareholdersmeetings.

4.5. IDENTIFICATION AND REPRESENTATION POWERS

In order to participate in the Meeting, shareholders or proxyholders must prove their identity and representatives of legal entities must hand over documents establishing their identity and their representation power, at the latest immediately prior to the beginning of the Meeting. In the absence thereof, attendance to the Meeting can be denied.

5. Availability of documents

The documents which will be submitted to the Meeting, together with the agenda of the Meeting, the form to vote by proxy or by correspondence and all information which the law requires to be made available to the shareholders, are available on the website of the Company (https://bpostgroup.com/investors/governance/shareholders-meetings). The shareholders can also obtain copies of these documents at no cost at the registered seat of the Company (Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels), on business days and during normal office hours or by requesting them by email.

6. Data protection

The Company is the controller of your personal data and is responsible for the processing of personal data it receives from, or collects about, shareholders and proxy holders in the context of the Meeting.

The processing of such data will be carried out for the purpose of the organization and conduct of the Meeting. The Company processes the data based on (i) the legal obligations of the Company (e.g. the Belgian Code of Companies and Associations, legal accounting obligations, anti-money laundering legislation etc.) or (ii) the legitimate interests of the Company such as the prevention of fraud or to enable the Company to effectively and efficiently organize and conduct the Meeting.

The data include, amongst others, identification data, the number and type of shares issued by the Company, proxies and voting instructions. Personal data of shareholders and proxy holders will not be processed longer than necessary for the purposes for which it was collected, as mentioned above. Therefore, the data will be deleted after a period of one year.

This data may also be transferred to third parties for the purposes of services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Company's privacy policy, available at https://www.bpost.be/en/privacy. All information about your rights as a data subject, complaints, contact information etc. can be consulted via this link. For more information or complaints regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by mail at the following address: bpost, Data Protection Office, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, or online via the web form included in the Privacy Policy accessible via the following link: https://www.bpost.be/en/privacy.

The Company may photograph and make film recordings during the Meeting, in order to market the Company and to support future events, if you have given your consent for this, but only with the view of showing the general atmosphere of the Shareholders' Meeting. These images and recordings may be used on the Company's website or on social media, if you have given consent for this.

7. Communications to the Company

Shareholders who wish to obtain more information on the practical modalities of the Meeting can contact the Company :

Investor Relations

Website: http://corporate.bpost.be/investors Antoine Lebecq T. +32 2 276 29 85 E-mail: GeneralMeeting@bpost.be

Press Website: https://press.bpost.be/ Veerle Van Mierlo T. +32 472 92 02 29 E-Mail: press.relations@bpost.be

Brussels, 7 April 2023, For the Board of Directors of bpost SA/NV Audrey Hanard, Chairperson