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 8 MAY 2024 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 8 May 2024 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 participate by proxy or to vote by correspondence before the Meeting (see below for more information).

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 2023. This agenda item does not require a Shareholders' Meeting resolution.
2. Statutory Auditors Report on the financial year closed on 31 December 2023. This agenda item does not require a Shareholders' Meeting resolution.
3. Presentation of bpost Group's consolidated annual accounts per 31 December 2023, 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 2023, including the 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 2023, the allocation of the result reflected therein, and the distribution of a gross dividend of EUR 0.13 per share.

5. Advisory vote on the remuneration report for the financial year closed on 31 December 2023. Proposed resolution: the Shareholders' Meeting resolves to approve the remuneration report for the financial year closed on 31 December 2023.

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 2023.

7. Discharge to the Statutory Auditors.

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 2023.

8. Statutory Auditors - Appointments and remuneration.

The mandate of EY Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL and PVMD Bedrijfsrevisoren– Réviseurs d'Entreprises BV/SRL will expire at this Shareholders' Meeting.

Proposed resolutions: the Shareholders' Meeting resolves, upon nomination by the Joint Industrial Committee (Paritair Comité / Commission Paritaire), upon the proposal of the Board of Directors and upon recommendation by the Audit, Risk & Compliance Committee, to reappoint EY Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL, having its registered office at Kouterveldstraat 7B, box 1, 1831 Machelen (Belgium) and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RLE Brussels, Dutch-speaking division), and PVMD Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL, having its registered office at Avenue d'Argenteuil 51, 1410 Waterloo (Belgium) and registered with the Crossroads Bank for Enterprises under number 0471.089.804 (RLE Brabant wallon), as Statutory Auditors and to also entrust them with conducting the assurance of the consolidated sustainability reporting, for a renewable three-year term ending after the Ordinary General Meeting of 2027.

EY Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL appoints Mr. Han Wevers as its permanent representative.

PVMD Bedrijfsrevisoren – Réviseurs d'Entreprises BV/SRL appoints Mr. Alain Chaerels as its permanent representative.

The Shareholders' Meeting resolves that the aggregate remuneration of both Statutory Auditors for the audit of the statutory and the consolidated annual accounts amounts to EUR 650,000 per year, subject to annual indexation according to the cost-of-living index.

The Shareholders' Meeting resolves that the aggregate remuneration of both Statutory Auditors for the assurance engagement amounts to EUR 142,500 per year, subject to annual indexation according to the cost-of-living index.

9. Power of attorney.

Proposed resolution: the Shareholders' Meeting grants a special power of attorney to Mr. Ross Hurwitz, Mr. François Soenen, Mrs. Hélène Mespouille and Mrs. Sofie Baveghems, each acting individually and with full power of substitution and sub-delegation, 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 office, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, att. Antoine Lebecq) or email ([email protected]), by Thursday 2 May 2024 at the latest.

In addition, the shareholders who participate in person will also have the possibility to ask questions relating to agenda items during the Meeting.

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 16 April 2024 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 centralsecurities depository 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 16 April 2024 at the latest, either by letter (to the registered office, Boulevard Anspach 1 bte 1 / Anspachlaan 1 bus 1, 1000 Brussels, att. Antoine Lebecq) or by email ([email protected]). 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 23 April 2024. 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 24 April 2024 (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 a central securities depository; 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 a central securities depository 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 ([email protected]) by Thursday 2 May 2024, 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 ([email protected]) by Thursday 2 May 2024, 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 BY CORRESPONDENCE

Shareholders may vote in advance 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 ([email protected]) by Thursday 2 May 2024, 4:00 PM (Belgian time) at the latest.

4.2. SHAREHOLDERS ATTENDING THE MEETING 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 ([email protected]) by Thursday 2 May 2024, 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 IN PERSON

Shareholders who wish to attend the Meeting in person have to fulfill the admission formalities mentioned above. The Company may further communicate on the participation in the Meeting on its website https://bpostgroup.com/investors/governance/shareholders-meetings.

4.4. IDENTIFICATION AND REPRESENTATION POWERS

In order to participate in the Meeting, shareholders and proxyholders must prove their identity and representatives of legal entities must hand over documents establishing their identity and their representation powers, 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 office 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 proxyholders 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 (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 proxyholders 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: https://bpostgroup.com/investors#contactInvestors Antoine Lebecq T. +32 2 276 29 85 Email: [email protected]

Press

Website: https://press.bpost.be/ Veerle Van Mierlo T. +32 472 92 02 29 Email: [email protected]

Brussels, 5 April 2024, For the Board of Directors of bpost SA/NV Audrey Hanard, Chairperson

AI Terminal

bpost SA/NV

3922_rns_2024-04-05_c170ef0c-d8f3-48c2-9c04-e98655080913.pdf