{0}------------------------------------------------

40				1	EUR
Nr.	Date of the deposition	No. 0214596464	PP.	E.	D.

ANNUAL ACCOUNTS IN EURO (2 decimals)

NAME: BPOST NV

Legal form: SADP

Address: Nr.: Centre Monnaie / Muntcentrum

Postal Code: City: 1000 Brussel 1

Country: Belgium

Internet address *:

Company number: 0214596464

DATE 13/06/2013 of the deposition of the partnership deed OR of the most recent document mentioning the date of publication of the partnership deed and the act changing the articles of association.

ANNUAL ACCOUNTS approved by the General Meeting of 11/05/2016

concerning the financial year covering the period from 1/01/2015 till 31/12/2015

Previous period from 1/01/2014 till 31/12/2014

The amounts of the previous financial year are are not ** identical to those which have been previously published. /

COMPLETE LIST WITH name, first name, profession, residence-address (address, number, postal code, municipality) and position with the enterprise, OF DIRECTORS, MANAGERS AND AUDITORS

VAN GERVEN KOEN

Celestijnenlaan 52, 3001 Heverlee, Belgium

Title : Delegated director

Mandate : 26/02/2014- 25/02/2020

MASAI FRANCOISE

Kindermansstraat 1 bus 1, 1050 Brussel 5, Belgium

Title : President of the board of directors Mandate : 23/06/2014- 16/01/2018

LALLEMAND LUC

Avenue des Aubépines 1, 1780 Wemmel, Belgium

Title : Director

Mandate : 17/01/2012- 16/01/2018

GOETHALS ARTHUR

Beukendreef 10, 9770 Kruishoutem, Belgium

Title : Director

Mandate : 17/01/2012- 16/01/2018

Enclosed to these annual accounts: MANAGEMENT REPORT, REPORT OF THE AUDITORS

Total number of pages deposited: of service: 99 5.1, 5.2.4, 5.3.4, 5.4.2, 5.5.2, 5.16 Number of the pages of the standard form not deposited for not being

Signature (name and position)

MASAI Françoise

Chairperson of the Board of Directors

VAN GERVEN Koen Delegated Director

Signature (name and position)

^* Optional statement.

^** Delete where appropriate.

{1}------------------------------------------------

LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)

VEN CAROLINE

Hoogveld 10 bus 1, 2600 Berchem (Antwerpen), Belgium

Title : Director

Mandate : 17/01/2012- 16/01/2018

LEVAUX LAURENT

Avenue du Maréchal 23, 1180 Brussel 18, Belgium

Title : Director

Mandate : 17/01/2012- 16/01/2018

CORNELIS FRANCOIS

c/o R.A.B. - Rue d'Arlon 53, 1040 Brussel 4, Belgium

Title : Director

Mandate : 27/05/2013- 8/05/2019

DUTORDOIR SOPHIE

Pelikaanhof 5, 3090 Overijse, Belgium

Title : Director

Mandate : 27/05/2013- 8/05/2019

HOLTHOF BRUNO

Walnut Barn, Honeybottom Lane 78a Dry Sandford, Abington, OX136BX, United Kingdom

Title : Director

Mandate : 27/05/2013- 8/05/2019

LAMBRECHTS BERNADETTE

Chaussée de Gand 1257, 1082 Sint-Agatha-Berchem, Belgium

Title : Director

Mandate : 25/03/2014- 24/03/2020

STEWART RAY

Rue Leopold 7 bus, box B8, 1000 Brussel 1, Belgium

Title : Director

Mandate : 22/09/2014- 9/05/2018

STONE MICHAEL

Sheen Park 54, TW9 1UP Richmond, United Kingdom

Title : Director

Mandate : 22/09/2014- 9/05/2018

{2}------------------------------------------------

LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)

ERNST & YOUNG REVISEURS D'ENTREPRISE - BEDRIJFSREVISOREN SCCRL/BCVBA 0446.334.711

De Kleetlaan 2, 1831 Diegem, Belgium

Title : Auditor, Number of membership : B00160

Mandate : 16/04/2015- 15/04/2018

Represented by:

GOLENVAUX ERIC

Zavelstraat 6 , 1970 Wezembeek-Oppem, Belgium

PVMD REVISEURS D'ENTREPRISE - BEDRIJFSREVISOREN 0471.089.804

Tweekerkenstraat 44, 1000 Brussel 1, Belgium Title : Auditor, Number of membership : b00416

Mandate : 16/04/2015- 15/04/2018

Represented by:

BAERT CAROLINE

Waterloosesteenweg 965 , 1180 Brussel 18, Belgium

BECKERS JOZEF

Rue de la Régence / Regentschapsstraat 2, 1000 Brussel 1, Belgium

Title : Auditor, Number of membership : 00000000

Mandate : 1/10/2013- 30/09/2016

ROLAND PHILIPPE

Rue de la Régence / Regentschapsstraat 2, 1000 Brussel 1, Belgium

Title : Auditor, Number of membership : 00000000

Mandate : 1/10/2013- 30/09/2016

{3}------------------------------------------------

Nr.	0214596464		C 1.2
-----	------------	--	-------	--

DECLARATION ABOUT SUPPLEMENTARY AUDITING OR ADJUSTMENT MISSION

The managing board declares that the assignment neither regarding auditing nor adjusting has been given to a person who was not authorised by law pursuant to art. 34 and 37 of the Law of 22nd April 1999 concerning the auditing and tax professions.

The annual accounts have have not * / been audited or adjusted by an external accountant or auditor who is not a statutory auditor.

If YES, mention here after: name, first names, profession, residence-address of each external accountant or auditor, the number of membership with the professional Institute ad hoc and the nature of this engagement:

A. Bookkeeping of the undertaking**,
B. Preparing the annual accounts**,
C. Auditing the annual accounts and/or
D. Adjusting the annual accounts.

If the assignment mentioned either under A or B is performed by authorised accountants or authorised accountants-tax consultants, information will be given on: name, first names, profession and residence-address of each authorised accountant or accountanttax consultant, his number of membership with the Professional Institute of Accountants and Tax consultants and the nature of this engagement.

Name, first name, profession, residence-address	Number of membership	Nature of the engagement (A, B, C and/or D)
-------------------------------------------------	-------------------------	---------------------------------------------------

^* Delete where appropriate.

^** Optional disclosure.

{4}------------------------------------------------

BALANCE SHEET

		Codes	Period	Previous period
ASSETS
FIXED ASSETS		20/28	761.475.997,73	779.919.194,58
Formation expenses	5.1	20
Intangible fixed assets	5.2	21	10.675.136,30	16.174.203,40
Tangible fixed assets	5.3	22/27	337.418.687,72	364.393.109,05
Land and buildings		22	167.602.248,45	190.070.694,42
Plant, machinery and equipment		23	23.739.154,44	25.619.060,80
Furniture and vehicles		24	39.949.256,84	43.630.835,60
Leasing and other similar rights		25
Other tangible fixed assets		26	106.128.027,99	104.638.864,46
Assets under construction and advance payments		27		433.653,77
	5.4/
Financial fixed assets	5.5.1	28	413.382.173,71	399.351.882,13
Affiliated enterprises	5.14	280/1	413.274.594,88	399.242.355,02
Participating interests		280	316.018.165,04	308.214.428,74
Amounts receivable		281	97.256.429,84	91.027.926,28
Other enterprises linked by participating interests	5.14	282/3
Participating interests		282
Amounts receivable		283
Other financial assets		284/8	107.578,83	109.527,11
Shares		284	41.824,00	40.824,00
Amounts receivable and cash guarantees		285/8	65.754,83	68.703,11
CURRENT ASSETS		29/58	1.026.292.657,96	940.399.344,87
Amounts receivable after more than one year		29
Trade debtors		290
Other amounts receivable		291
Stocks and contracts in progress		3	11.413.271,47	10.184.091,87
Stocks		30/36	11.413.271,47	10.184.091,87
Raw materials and consumables		30/31	3.746.001,13	4.248.398,63
Work in progress		32
Finished goods		33	3.539.490,78	3.727.859,55
Goods purchased for resale		34	1.710.983,52	1.823.606,79
Immovable property intended for sale		35	2.416.796,04	384.226,90
Advance payments		36
Contracts in progress		37
Amounts receivable within one year		40/41	370.094.078,42	345.891.972,83
Trade debtors		40	347.104.292,50	331.187.501,00
Other amounts receivable	5.5.1/	41	22.989.785,92	14.704.471,83
Current investments	5.6	50/53	59.247.407,77	110.000.000,00
Own shares		50
Other investments and deposits		51/53	59.247.407,77	110.000.000,00
Cash at bank and in hand		54/58	566.196.726,11	454.666.437,17
Deferred charges and accrued income	5.6	490/1	19.341.174,19	19.656.843,00
TOTAL ASSETS		20/58	1.787.768.655,69	1.720.318.539,45

{5}------------------------------------------------

EQUITY AND LIABILITIES	Notes	Codes	Period	Previous period
EQUITY		10/15	511.728.503,70	481.999.052,36
Capital	5.7	10	363.980.448,31	363.980.448,31
Issued capital		100	363.980.448,31	363.980.448,31
Uncalled capital		101
Share premium account		11 12	76.039,96	76.039,96
Reserves		13	50.846.959,34	50.846.959,34
Legal reserve		130	50.846.957,82	·
Reserves not available		131	50.646.957,62	50.846.957,82
In respect of own shares held		1310
Other		1311
Untaxed reserves		132
Available reserves		133	1,52	1,52
Accumulated profits (losses)(+)/(-)		14	96.825.056,09	67.095.604,75
Investment grants		15
Advance to associates on the sharing out of the assets		19
PROVISIONS AND DEFERRED TAXES		16	196.943.728,56	196.657.231,61
Provisions for liabilities and charges		160/5	196.943.728,56	196.657.231,61
Pensions and similar obligations		160	27.449.005,59	26.480.121,78
Taxation		161
Major repairs and maintenance		162	1.436.931,20	1.457.837,59
Other liabilities and charges	5.8	163/5	168.057.791,77	168.719.272,24
Deferred taxes		168
AMOUNTS PAYABLE		17/49	1.079.096.423,43	1.041.662.255,48
Amounts payable after more than one year	5.9	17	66.545.454,55	72.636.363,64
Financial debts		170/4	54.545.454,55	63.636.363,64
Subordinated loans		170
Unsubordinated debentures		171
Leasing and other similar obligations		172
Credit institutions		173	54.545.454,55	63.636.363,64
Other loans		174
Trade debts		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9	12.000.000,00	9.000.000,00
Amounts payable within one year		42/48	855.327.224,40	828.352.409,50
Current portion of amounts payable after more than one	5.9	42	9.090.909,09	9.090.909,09
year falling due within one year Financial debts	0.0	43	153,42	1.018,95
Credit institutions		430/8	153,42	1.018,95
Other loans		439	100, 12	1.010,00
Trade debts		44	158.332.339,55	177.713.373,92
Suppliers		440/4	158.332.339,55	177.713.373,92
Bills of exchange payable		441
Advances received on contracts in progress		46	28.350.552,45	28.321.851,78
Taxes, remuneration and social security	5.9	45	443.473.089,43	439.815.991,54
Taxes	-	450/3	48.731.989,94	78.097.514,10
Remuneration and social security		454/9	394.741.099,49	361.718.477,44
Other amounts payable		47/48	216.080.180,46	173.409.264,22
Accrued charges and deferred income	5.9	492/3	157.223.744,48	140.673.482,34
TOTAL LIABILITIES		10/49	1.787.768.655,69	1.720.318.539,45
TOTAL LIADILITIES		10/48

{6}------------------------------------------------

INCOME STATEMENT

	Notes	Codes	Period	Previous period

Operating income		70/74	2.224.277.120,85	2.268.945.286,13
Turnover	5.10	70	2.168.736.908,01	2.236.161.666,53
Increase (decrease) in stocks of finished goods, work and contracts in progress(+)/(-)		71	-188.368,75	1.641.452,23
Own construction capitalised		72
Other operating income	5.10	74	55.728.581,59	31.142.167,37
Operating charges		60/64	1.807.278.800,89	1.840.903.577,39
Raw materials, consumables		60	8.205.555,48	11.326.179,96
Purchases		600/8	7.639.850,53	12.036.645,83
Decrease (increase) in stocks(+)/(-)		609	565.704,95	-710.465,87
Services and other goods		61	562.653.123,35	561.689.589,27
Remuneration, social security costs and pensions(+)/(-) $$	5.10	62	1.160.980.442,35	1.185.699.642,60
Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets		630	59.498.952,30	62.074.652,20
Amounts written down stocks, contracts in progress and trade debtors - Appropriations (write-backs)(+)/(-)		631/4	-362.464,91	766.429,58
Provisions for risks and charges - Appropriations (uses and write-backs)(+)/(-)	5.10	635/7	286.496,95	4.431.468,72
Other operating charges	5.10	640/8	16.016.695,37	14.915.615,06
Operation charges carried to assets as restructuring costs(-)		649
Operating profit (loss)(+)/(-)		9901	416.998.319,96	428.041.708,74
Financial income		75	25.214.292,53	20.002.966,06
Income from financial fixed assets		750	17.002.740,27	12.072.976,29
Income from current assets		751	4.695.699,14	4.770.727,10
Other financial income	5.11	752/9	3.515.853,12	3.159.262,67
Financial charges	5.11	65	8.241.977,24	2.851.213,60
Debt charges		650	340.136,91	397.552,93
Amounts written down on current assets except stocks, contracts in progress and trade debtors(+)/(-)		651	224.186.62	-129.629,73
Other financial charges(+)/(-)		652/9	7.677.653,71	2.583.290,40
			,	,
Gain (loss) on ordinary activities before taxes (+)/(-)		9902	433.970.635,25	445.193.461,20

{7}------------------------------------------------

0214596464 C 3

		Codes	Period	Previous period

Extraordinary income		76	1.628.509,21	7.982.762,97
Write-back of depreciation and of amounts written down intangible and tangible fixed assets		760	1.628.509,21
Write-back of amounts written down financial fixed assets .		761		7.982.762,97
Write-back of provisions for extraordinary liabilities and charges		762
Gains on disposal of fixed assets		763
Other extraordinary income		764/9
Extraordinary charges		66	3.813.615,76	6.052.402,77
Extraordinary depreciation of and extraordinary amounts written off formation expenses, intangible and tangible fixed assets		660	109.102,87	1.477.965,50
Amounts written down financial fixed assets		661	3.704.512,89	2.096.360,27
Provisions for extraordinary liabilities and charges - Appropriations (uses)(+)/(-)		662
Loss on disposal of fixed assets		663
Other extraordinary charges	5.11	664/8		2.478.077,00
Extraordinary charges carried to assets as restructuring costs(-)		669
Profit (loss) for the period before taxes(+)/(-)		9903	431.785.528,70	447.123.821,40
Transfer from postponed taxes		780
Transfer to postponed taxes		680
Income taxes	5.12	67/77	144.054.859,60	150.240.107,68
Income taxes		670/3	146.540.998,11	154.989.018,85
Adjustment of income taxes and write-back of tax provisions		77	2.486.138,51	4.748.911,17
Profit (loss) for the period(+)/(-)		9904	287.730.669,10	296.883.713,72
Transfer from untaxed reserves		789
Transfer to untaxed reserves		689
Profit (loss) for the period available for appropriation (+)/(-) $$		9905	287.730.669,10	296.883.713,72

{8}------------------------------------------------

APPROPRIATION ACCOUNT

	Codes	Period	Previous period
Profit (loss) to be appropriated(+)/(-)	9906	354.826.273,85	319.096.794,19
Gain (loss) to be appropriated (+)/(-)	(9905)	287.730.669,10	296.883.713,72
Profit (loss) to be carried forward (+)/(-)	14P	67.095.604,75	22.213.080,47
Transfers from capital and reserves	791/2
from capital and share premium account	791
from reserves	792
Transfers to capital and reserves	691/2
to capital and share premium account	691
to the legal reserve	6920
to other reserves	6921
Profit (loss) to be carried forward(+)/(-)	(14)	96.825.056,09	67.095.604,75
Owner's contribution in respect of losses	794
Profit to be distributed	694/6	258.001.217,76	252.001.189,44
Dividends	694	258.001.217,76	252.001.189,44
Director's or manager's entitlements	695
Other beneficiaries	696

{9}------------------------------------------------

Codes Period Previous period

STATEMENT OF INTANGIBLE FIXED ASSETS

RESEARCH AND DEVELOPMENT COSTS
Acquisition value at the end of the period	8051P	xxxxxxxxxxxxxxx	56.516.687,74
Movements during the period
Acquisitions, including produced fixed assets	8021	330.568,00
Sales and disposals	8031
Transfers from one heading to another (+)/(-)	8041
Acquisition value at the end of the period	8051	56.847.255,74
Depreciation and amounts written down at the end of the period	8121P	xxxxxxxxxxxxxxx	56.511.205,20
Movements during the period
Recorded	8071	3.087,34
Written back	8081
Acquisitions from third parties	8091
Cancelled owing to sales and disposals	8101
Transfers from one heading to another (+)/(-)	8111	-0,20
Depreciation and amounts written down at the end of the period	8121	56.514.292,34
NET BOOK VALUE AT THE END OF THE PERIOD	210	332.963,40

{10}------------------------------------------------

CONCESSIONS, PATENTS, LICENCES, KNOWHOW, BRANDS AND SIMILAR RIGHTS
Acquisition value at the end of the period
Movements during the period
Acquisitions, including produced fixed assets
Sales and disposals
Transfers from one heading to another (+)/(-)
Acquisition value at the end of the period
Depreciation and amounts written down at the end of the period

Movements during the period
Recorded
Written back
Acquisitions from third parties
Cancelled owing to sales and disposals
Transfers from one heading to another (+)/(-)
Depreciation and amounts written down at the end of the period

Codes	Period	Previous period



8052P	xxxxxxxxxxxxxxx	67.700.034,80
8022	1.445.570,64
8032
8042	0,03
8052	69.145.605,47
8122P	xxxxxxxxxxxxxxx	56.035.234,61

8072	5.295.797,78
8082
8092
8102
8112	0,03
8122	61.331.032,42
211	7.814.573,05

{11}------------------------------------------------

GOODWILL
Acquisition value at the end of the period
Movements during the period
Acquisitions, including produced fixed assets
Sales and disposals
Transfers from one heading to another (+)/(-)
Acquisition value at the end of the period
Depreciation and amounts written down at the end of the period

Movements during the period
Recorded
Written back
Acquisitions from third parties
Cancelled owing to sales and disposals
Transfers from one heading to another (+)/(-)
Depreciation and amounts written down at the end of the period

Codes	Period	Previous period



8053P	xxxxxxxxxxxxxxx	44.036.628,44

8023	800.000,00
8033
8043	0,08
8053	44.836.628,52

8123P	xxxxxxxxxxxxxxx	39.532.707,77

8073 8083	2.776.320,62
8093
8103
8113	0,28
8123	42.309.028,67

212	2.527.599,85

{12}------------------------------------------------

STATEMENT OF TANGIBLE FIXED ASSETS

	Codes	Period	Previous period

LAND AND BUILDINGS
Acquisition value at the end of the period	8191P	xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx	610.070.244,93
·		^^^^^	·
Movements during the period Acquisitions, including produced fixed assets	8161
Sales and disposals	8171	25.165.338,61
Transfers from one heading to another (+)/(-)	8181	-9.747.679,51
		,
Acquisition value at the end of the period	8191	575.157.226,81
Revaluation surpluses at the end of the period	8251P	xxxxxxxxxxxxx	1.512.519,28
Movements during the period		-
Recorded	8211
Acquisitions from third parties	8221
Cancelled	8231
Transfers from one heading to another(+)/(-)	8241
Revaluation surpluses at the end of the period	8251	1.512.519,28
Depreciation and amounts written down at the end of the period	8321P	xxxxxxxxxxxx	421.512.069,79
Movements during the period
Recorded	8271	13.208.163,25
Written back	8281	487.397,77
Acquisitions from third parties	8291
Cancelled owing to sales and disposals	8301	25.165.338,53
Transfers from one heading to another(+)/(-)	8311	0,90
Depreciation and amounts written down at the end of the period	8321	409.067.497,64
NET BOOK VALUE AT THE END OF THE PERIOD	(22)	167.602.248,45

{13}------------------------------------------------

	Codes	Period	Previous period

PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period	8192P	xxxxxxxxxxxx	163.155.451,22
Movements during the period
Acquisitions, including produced fixed assets	8162	3.973.476,20
Sales and disposals	8172	108.375,70
Transfers from one heading to another (+)/(-)	8182	99.337,97
Acquisition value at the end of the period	8192	167.119.889,69
Revaluation surpluses at the end of the period	8252P	xxxxxxxxxxxx
Movements during the period
Recorded	8212
Acquisitions from third parties	8222
Cancelled	8232
Transfers from one heading to another(+)/(-)	8242
Revaluation surpluses at the end of the period	8252
Depreciation and amounts written down at the end of the period	8322P	xxxxxxxxxxx	137.536.390,42
Movements during the period
Recorded	8272	5.946.830,19
Written back	8282	93.447,63
Acquisitions from third parties	8292
Cancelled owing to sales and disposals	8302	108.375,70
Transfers from one heading to another(+)/(-)	8312	99.337,97
Depreciation and amounts written down at the end of the period	8322	143.380.735,25
NET BOOK VALUE AT THE END OF THE PERIOD	(23)	23.739.154,44

{14}------------------------------------------------

	Codes	Period	Previous period

FURNITURE AND VEHICLES

Acquisition value at the end of the period	8193P	XXXXXXXXXXXXXX	189.043.202,91
Movements during the period
Acquisitions, including produced fixed assets	8163	10.020.446,27
Sales and disposals	8173	4.181.066,93
Transfers from one heading to another (+)/(-)	8183	-46.333,23
Acquisition value at the end of the period	8193	194.836.249,02
Revaluation surpluses at the end of the period	8253P	xxxxxxxxxxxx
Movements during the period
Recorded	8213
Acquisitions from third parties	8223
Cancelled	8233
Transfers from one heading to another(+)/(-)	8243
Revaluation surpluses at the end of the period	8253
Depreciation and amounts written down at the end of the period	8323P	xxxxxxxxxxx	145.412.367,31
Movements during the period
Recorded	8273	13.705.511,07
Written back	8283	3.486,04
Acquisitions from third parties	8293
Cancelled owing to sales and disposals	8303	4.181.066,93
Transfers from one heading to another(+)/(-)	8313	-46.333,23
Depreciation and amounts written down at the end of the period	8323	154.886.992,18
NET BOOK VALUE AT THE END OF THE PERIOD	(24)	39.949.256,84

{15}------------------------------------------------

Codes	Period	Previous period


94050	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	242 255 445 26
01958	XXXXXXXXXXXXXX	212.255.415,26

8165	19.196.900,18
8175	368.388,69
8185	1.011.190,69
8195	232.095.117,44
8255P	xxxxxxxxxxxx	7.441.694,17

8215
8225
8235
8245
8255	7.441.694,17
8325P	xxxxxxxxxxxx	115.058.244,97

8275	18.672.344,91
8285	1.044.177,77
8295
8305	368.388,69
8315	1.090.760,20
8325	133.408.783,62
(26)	106.128.027,99
	8195P 8165 8175 8185 8195 8255P 8215 8225 8225 8235 8245 8255 8325P 8275 8285 8295 8305 8315 8325	8195P xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

{16}------------------------------------------------

	Codes	Period	Previous period

ASSETS UNDER CONSTRUCTION AND ADVANCED PAYMENTS
Acquisition value at the end of the period	8196P	xxxxxxxxxxxx	748.367,81
Movements during the period
Acquisitions, including produced fixed assets	8166	18.346,35
Sales and disposals	8176
Transfers from one heading to another (+)/(-)	8186	-452.000,12
Acquisition value at the end of the period	8196	314.714,04
Revaluation surpluses at the end of the period	8256P	xxxxxxxxxxxx
Movements during the period
Recorded	8216
Acquisitions from third parties	8226
Cancelled	8236
Transfers from one heading to another(+)/(-)	8246
Revaluation surpluses at the end of the period	8256
Depreciation and amounts written down at the end of the period	8326P	xxxxxxxxxxxxx	314.714,04
Movements during the period
Recorded	8276
Written back	8286
Acquisitions from third parties	8296
Cancelled owing to sales and disposals	8306
Transfers from one heading to another(+)/(-)	8316
Depreciation and amounts written down at the end of the period	8326	314.714,04
NET BOOK VALUE AT THE END OF THE PERIOD	(27)

{17}------------------------------------------------

STATEMENT OF FINANCIAL FIXED ASSETS

	Codes	Period	Previous period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8391P	xxxxxxxxxxxx	396.095.668,25
Movements during the period		-
Acquisitions, including produced fixed assets	8361	11.508.249,19
Sales and disposals	8371
Transfers from one heading to another (+)/(-)	8381
Acquisition value at the end of the period	8391	407.603.917,44
Revaluation surpluses at the end of the period	8451P	xxxxxxxxxxxx
Movements during the period
Recorded	8411
Acquisitions from third parties	8421
Cancelled	8431
Transfers from one heading to another(+)/(-)	8441
Revaluation surpluses at the end of the period	8451
Amounts written down at the end of the period	8521P	xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx	87.110.239,51
Movements during the period		-
Recorded	8471	3.704.512,89
Written back	8481	,
Acquisitions from third parties	8491
Cancelled owing to sales and disposals	8501
Transfers from one heading to another(+)/(-)	8511
Amounts written down at the end of the period	8521	90.814.752,40
Uncalled amounts at the end of the period	8551P	xxxxxxxxxxxx	771.000,00
Movements during the period(+)/(-)	8541
Uncalled amounts at the end of the period	8551	771.000,00
NET BOOK VALUE AT THE END OF THE PERIOD	(280)	316.018.165,04
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	xxxxxxxxxxxxx	91.027.926,28
Movements during the period		F
Additions	8581	9.828.691,42
Repayments	8591	5.545.649,32
Amounts written down	8601
Amounts written back	8611
Exchange differences(+)/(-)	8621	2.155.461,46
Other(+)/(-)	8631	-210.000,00
NET BOOK VALUE AT THE END OF THE PERIOD	(281)	97.256.429,84
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD	8651

{18}------------------------------------------------

	Codes	Period	Previous period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8393P	xxxxxxxxxxxx	40.824,00
Movements during the period
Acquisitions, including produced fixed assets	8363	1.000,00
Sales and disposals	8373
Transfers from one heading to another (+)/(-)	8383
Acquisition value at the end of the period	8393	41.824,00
Revaluation surpluses at the end of the period	8453P	xxxxxxxxxxxx
Movements during the period
Recorded	8413
Acquisitions from third parties	8423
Cancelled	8433
Transfers from one heading to another(+)/(-)	8443
Revaluation surpluses at the end of the period	8453
Amounts written down at the end of the period	8523P	xxxxxxxxxxxxx
Movements during the period
Recorded	8473
Written back	8483
Acquisitions from third parties	8493
Cancelled owing to sales and disposals	8503
Transfers from one heading to another(+)/(-)	8513
Amounts written down at the end of the period	8523
Uncalled amounts at the end of the period	8553P	xxxxxxxxxxxxx
Movements during the period(+)/(-)	8543
Uncalled amounts at the end of the period	8553
NET BOOK VALUE AT THE END OF THE PERIOD	(284)	41.824,00
OTHER ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	285/8P	xxxxxxxxxxxxx	68.703,11
Movements during the period		}
Additions	8583
Repayments	8593
Amounts written down	8603
Amounts written back	8613
Exchange differences(+)/(-)	8623
Other(+)/(-)	8633	-2.948,28
NET BOOK VALUE AT THE END OF THE PERIOD	(285/8)	65.754,83
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS	0050
RECEIVABLE AT THE END OF THE PERIOD	8653

{19}------------------------------------------------

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES INFORMATION RELATING TO THE SHARE IN THE CAPITAL

List of both enterprises in wich the enterprise holds a participating interest (recorded in the heading 28 of assets) and other enterprises in which the enterprise holds rights (recorded in the headings 28 and 50/53 of assets) in the amount of at least 10% of the capital issued.

NAME, full address of the REGISTERED	Shares held by			Information from the most recent period for which annual accounts are available
OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
Banque de La Poste PLC Boulevard Anspach 1 1000 Brussel 1 Belgium 0456.038.471				31/12/2014	EUR	359.569.000	20.501.000
Shares without nominal value CERTIPOST PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0475.396.406	450000	50,00	0,00	31/12/2014	EUR	19.976.279	1.617.133
Shares without nominal value DELTAMEDIA PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0424.368.565		8260 100,00	0,00	31/12/2014	EUR	3.704.513	-2.091.884
Shares without nominal value EURO-SPRINTERS PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium	71499	99,99	0,01	31/12/2014	EUR	2.098.841	1.948.863
0447.703.597 Shares without nominal value EXBO NV PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium	21676	99,99	0,01	31/12/2014	EUR	2.224.427	-272.641
0472.598.153 Shares without nominal value SPEOS BELGIUM PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium	3419	99,97	0,03	31/12/2014	EUR	11.304.325	2.767.369
0427.627.864 Shares without nominal value ALTERIS PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0474.218.449		77413 100,00	0,00	31/12/2014	EUR	102.804.900	4.369.489
Shares without nominal value	4099999	99,99	0,01

{20}------------------------------------------------

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES INFORMATION RELATING TO THE SHARE IN THE CAPITAL

NAME, full address of the REGISTERED		Shares held by			Information from the most recent period for which annual accounts are available
OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
BELGIAN POST INTERNATIONAL PLC Muntcentrum / Centre Monnaie 1000 Brussel 1 Belgium 0889.142.877				31/12/2014	EUR	1.759.766	281.361
Shares without nominal value BPOST INTERNATIONAL (UK) LIMITED Unit A1, Parkway, Cranford Lane TW59QA Heston United Kingdom		615 100,00	0,00	31/12/2014	GBP	1.913.199	972.705
Ordinary shares LANDMARK GLOBAL INC. 212 Anacapa Street CA93101 Santa Barbara United States of America	32497599 100,00		0,00	31/12/2014	USD	7.420.304	5.814.497
Ordinary shares LANDMARK TRADE SERVICES LIMITED 5130 Halford drive N9A6J3 Windsor Ontario Canada	30445496	51,00	0,00	31/12/2014	CAD	974.509	359.211
Ordinary shares BPOST US HOLDINGS INC. 2711 Centeville Road, Suite 400 19808 City of Wilmington, County of New Castle United States of America	102	51,00	0,00	31/12/2014	USD	31.685.417	-93.006
Ordinary shares TRAKPAK LTD 7/11 Station Road, Reading,Berkshire R61 1LG (Haines & Watts) United Kingdom	500000 100,00		0,00		GBP	0	0
Ordinary shares CityDepot PLC Scheepvaartkaai 5 B 3500 Hasselt Belgium	100000	50,00	0,00		EUR	0	0
0627.630.877 Shares without bominal value Success Partner Europe ul. Swierkowa 1A, Bronze 05-850 Ozarow Mazowiecki Poland	61500	48,00	0,00	31/12/2014	PLN	4.406.479	-439.184

{21}------------------------------------------------

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES INFORMATION RELATING TO THE SHARE IN THE CAPITAL

NAME, full address of the REGISTERED	Shares held by			Information from the most recent period for which annual accounts are available
OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
Ordinary shares		1000 100,00	0,00

{22}------------------------------------------------

OTHER INVESTMENTS AND DEPOSIT, DEFFERED CHARGES AND ACCRUED INCOME (ASSETS)

	Codes	Period	Previous period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares	51
Book value increased with the uncalled amount	8681
Uncalled amount	8682
Fixed income securities	52
Fixed income securities issued by credit institutions	8684
Fixed term deposit with credit institutions	53	59.247.407,77	110.000.000,00
Falling due
less or up to one month	8686
between one month and one year	8687	59.247.407,77	110.000.000,00
over one year	8688
Other investments not yet shown seperately	8689

DEFFERED CHARGES AND ACCRUED INCOME

Allocation of heading 490/1 of assets if the amount is significant.

491 REVENUE FOR DELIVERIES AND SERVICES, COMMISSIONS 11.076.841,15

491 FINANCIAL INCOME REVEIVED 78.309,58

490 RENT PAID 2.192.528,85 490 OTHERS 5.993.494,61

Period

{23}------------------------------------------------

5.
----

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

Codes Period Previous period STATEMENT OF CAPITAL Social capital Issued capital at the end of the period ..... 100P XXXXXXXXXXXXX 363.980.448,31 Issued capital at the end of the period ..... (100)363.980.448,31 Codes Amounts Number of shares Changes during the period: Structure of the capital Different categories of shares S.F.P.I. + THE BELGIAN STATE 185.766.825,60 102.075.649 97.925.295 Free float shares 178.213.622,71 8702 XXXXXXXXXXXXX 100.107.251 Registered shares..... Bearer shares and/or dematerialized shares 8703 xxxxxxxxxxxxx 99.893.693 Uncalled Capital called, Codes capital but not paid Capital not paid (101)XXXXXXXXXXXXX Uncalled capital ..... Capital called, but not paid ..... 8712 XXXXXXXXXXXXX Shareholders having yet to pay up in full Codes Period OWN SHARES Held by the company itself Amount of capital held 8721 Number of shares held 8722 Held by the subsidiaries Amount of capital held 8731 Number of shares held 8732 Commitments to issue shares Following the exercising of CONVERSION RIGHTS Amount of outstanding convertible loans 8740 Amount of capital to be subscribed ..... 8741 Corresponding maximum number of shares to be issued ..... 8742 Following the exercising of SUBSCRIPTION RIGHTS 8745 Number of outstanding subscription rights 8746 Amount of capital to be subscribed ..... 8747 Corresponding maximum number of shares to be issued ...... 8751 Authorized capital, not issued

{24}------------------------------------------------

214596464	. 0:
-----------	------

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

	Codes	Period
Shared issued, not representing capital
Distribution
Number of shares held	8761
Number of voting rights attached thereto	8762
Allocation by shareholder
Number of shares held by the company itself	8771
Number of shares held by its subsidairies	8781

{25}------------------------------------------------

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

ALLOCATION OF THE HEADING 163/5 OF LIABILITIES IF THE AMOUNT IS CONSIDERABLE

1636 ACCRUAL FOR RISK FOR LOSSES & COSTS ON PEND 41.887.672,30 1637 ACCRUAL FOR RISK & COSTS ON STAFF 115.046.353,36 1639 ACCRUAL FOR RISK FOR LOSSES & COSTS OTHER THAN OPERATIONS 2.060.000,00 1640 ACCRUAL FOR INSURANCE FUND 9.063.766,11

Period

{26}------------------------------------------------

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

Codes Period ANALYSIS BY CURRENT PORTIONS OF AMOUNTS INITIALLY PAYABLE AFTER MORE THAN ONE YEAR Amounts payable after more than one year, not more than one year 8801 Financial debts 9.090.909.09 Subordinated loans 8811 Unsubordinated debentures ..... 8821 Leasing and other similar obligations ..... 8831 Credit institutions 8841 9.090.909.09 8851 Other loans 8861 Trade debts 2271 Suppliers ..... Bills of exchange payable ..... 8881 Advance payments received on contracts in progress ...... 8891 Other amounts payable ..... 8901 Total amounts payable after more than one year, not more than one year ..... (42)9.090.909.09 Amounts payable after more than one year, between one and five years Financial debts ..... 8802 36.363.636,36 Subordinated loans ..... 8812 Unsubordinated debentures 8822 Leasing and other similar obligations ..... 8832 8842 Credit institutions 36.363.636.36 Other loans ..... 8852 Trade debts 8862 8872 Suppliers ..... 8882 Bills of exchange payable ..... Advance payments received on contracts in progress ...... 8892 2002 12.000.000,00 Other amounts payable ...... 8912 48.363.636,36 Total amounts payable after more than one year, between one and five years ..... Amounts payable after more than one year, over five years 8803 18.181.818.19 Financial debts ..... Subordinated loans ..... 8813 Unsubordinated debentures ..... 8823 Leasing and other similar obligations ..... 8833 8843 18.181.818,19 Credit institutions ..... Other loans 8853 Trade debts 8863 8873 Suppliers 8883 Bills of exchange payable ..... Advance payments received on contracts in progress ...... 8893 Other amounts payable 8903 8913 18.181.818.19 Total amounts payable after more than one year, over five years ......

C 5.9

{27}------------------------------------------------

	Codes	Period
AMOUNTS PAYABLE GUARANTEED (headings 17 and 42/48 of liabilities)

Amounts payable guaranteed by Belgian public authorities
Financial debts	8921	63.636.363,64
Subordinated loans	8931
Unsubordinated debentures	8941
Leasing and other similar obligations	8951
Credit institutions	8961	63.636.363,64
Other loans	8971
Trade debts	8981
Suppliers	8991
Bills of exchange payable	9001
Advance payments received on contracts in progress	9011
Remuneration and social security	9021
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities	9061	63.636.363,64
Amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets
Financial debts	8922
Subordinated loans	8932
Unsubordinated debentures	8942
Leasing and other similar obligations	8952
Credit institutions	8962
Other loans	8972
Trade debts	8982
Suppliers	8992
Bills of exchange payable	9002
Advance payments received on contracts in progress	9012
Taxes, remuneration and social security	9022
Taxes	9032
Remuneration and social security	9042
Other amounts payable	9052
Total amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets	9062
AMOUNTS PAYABLE FOR TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Expired taxes payable	9072
Non expired taxes payable	9073
Estimated taxes payable	450	48.731.989,94
Remuneration and social security (heading 454/9 of the liabilities)
Amount due to the National Office of Social Security	9076
Other amounts payable relating to remuneration and social security	9077	394.741.099,49

{28}------------------------------------------------

ACCRUED CHARGES AND DEFERRED INCOME

Allocation of the heading 492/3 of liabilities if the amount is considerable

4920 ACCRUED CHARGES 54.463.986,28

4929 OTHER ACCUED CHARGES 21.128.711,16

4930 DEFERRED INCOME 77.982.150,90

4960 NEGATIV CONVERSION DIFFERENCES 3.648.896,14

Period

{29}------------------------------------------------

OPERATING RESULTS

	Codes	Period	Previous period

OPERATING INCOME Net turnover
Broken down by categories of activity
Allocation into geographical markets
Other operating income
Total amount of subsidies and compensatory amounts obtained from public
authorities	740		154.000,00
OPERATING COSTS
Employees for whom the company has submitted a DIMONA declaration or are recorded in the general personnel register
Total number at the closing date	9086	25.618	26.725
Average number of employees calculated in full-time equivalents	9087	23.882,3	25.209,7
Number of actual worked hours	9088	34.584.244	35.605.976
Personnel costs
Remuneration and direct social benefits	620	943.554.520,60	954.180.561,68
Employers' social security contributions	621	201.753.181,58	194.712.443,55
Employers' premiums for extra statutory insurances	622	4.882.738,06	5.356.863,29
Other personnel costs	623	10.790.002,11	31.449.774,08
Old-age and widows' pensions	624
Provisions for pensions
Additions (uses and write-back) (+)/(-)	635	968.883,81	-3.333.088,95
Amounts written off
Stocks and contracts in progress
Recorded	9110	248.463,28	9.670,69
Written back	9111	199.147,44	523.881,88
Trade debtors
Recorded	9112	612.559,03	1.280.640,77
Written back	9113	1.024.339,78
Provisions for risks and charges
Additions	9115	35.513.572,92	36.515.915,08
Uses and write-back	9116	35.227.075,97	32.084.446,36
Other operating charges
Taxes related to operation	640	12.419.858,10	10.575.844,52
Other charges	641/8	3.596.837,27	4.339.770,54
Hired temporary staff and persons placed at the enterprise's disposal
Total number at the closing date	9096
Average number calculated as full-time equivalents	9097	766,8	674,8
Number of actual worked hours	9098	1.515.152	1.333.474
Charges to the enterprise	617	36.896.370,84	32.421.272,99

{30}------------------------------------------------

FINANCIAL AND EXTRAORDINARY RESULTS

	Codes	Period	Previous period
FINANCIAL RESULTS
Other financial income
Amount of subsidies granted by public authorities, credited to income for the period
Capital subsidies	9125
Interest subsidies	9126
Allocation of other financial income
Other : exchange differences		3.514.471,43	3.159.153,44
Others		1.381,69	109,23
Amounts written down off loan issue expenses and repayment premiums	6501
Intercalary interests recorded as assets	6503
Value adjustments to current assets
Appropriations	6510	287.076,88	267.022,92
Write-backs	6511	62.890,26	396.652,65
Other financial charges
Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable	653
Provisions of a financial nature
Appropriations	6560
Uses and write-backs	6561
Allocation of other financial charges
654 Charges realised on exchange differences		5.625.546,62	1.156.568,60
655 Cash differences		522.329,75	509.634,60
658 Costs on banktransactions		1.492.062,78	841.875,76
659 Commissions on Postal mandates		37.714,56	75.211,44

EXTRAORDINARY RESULTS

Allocation other extraordinary income

Allocation other extraordinary charges

Period

{31}------------------------------------------------

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXE
Income taxes on the result of the current period	9134	146.540.998,11
Income taxes paid and withholding taxes due or paid	9135	130.176.794,90
Excess of income tax prepayments and withholding taxes recorded under assets	9136
Estimated additional taxes	9137	16.364.203,21
Income taxes on previous periods	9138
Taxes and withholding taxes due or paid	9139
Estimated additional taxes estimated or provided for	9140
In so far as income taxes of the current period are materially affected by differences between the profit before taxes, as stated in the annual accounts, and the estimated taxable profit
DISALLOWED COSTS		24.334.189,96
DEFINITIV REVENUE EXEMPTION		-16.152.592,57
NOTIONNEL INTRESTS		-2.565.269,88

An indication of the effect of extraordinary results on the amount of income taxes relating to the current period

	Codes	Period
Status of deferred taxes
Deferred taxes representing assets	9141
Accumulated tax losses deductible from future taxable profits	9142
Other deferred taxes representing assets
Deferred taxes representing liabilities	9144
Allocation of deferred taxes representing liabilities

	Codes	Period	Previous Period
THE TOTAL AMOUNT OF VALUE ADDED TAX AND TAXES BORNE BY THIRD PARTIES
The total amount of value added tax charged
To the enterprise (deductible)	9145	12.155.692,43	12.414.468,91
By the enterprise	9146	35.789.186,92	35.093.915,24
Amounts retained on behalf of third parties for
Payroll withholding taxes	9147	176.397.180,01	193.233.488,81
Withholding taxes on investment income	9148	23.591.794,97	24.050.949,51

{32}------------------------------------------------

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

PERSONAL GUARANTEES GIVEN OR IRREVOCABLY PROMISED BY THE ENTERPRISE AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES. 9149 Of which Bills of exchange in circulation endorsed by the enterprise. Bills of exchange in circulation drawn or guaranteed by the enterprise are guaranteed by the enterprise in circulation drawn or guaranteed by the enterprise are guaranteed by the enterprise on its own assets as a security of debts and commitments from the enterprise in the immovable proporties mortgaged. REAL GUARANTEES Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise in the immovable proporties mortgaged. Amount of registration. Pledging on goodwill - amount of registration assets - Amount of assets involved. 9201 Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from third parties. Mortgages Book value of the immovable proporties mortgaged. Amount of registration. 9162 Pledging on goodwill - amount of registration. 9172 Pledging on goodwill - amount of registration. 9182 Pledging of other assets - Book value of other assets pledged. 9192 Guarantees provided on future assets - Amount of assets involved. 9202 GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE. SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS FORWARD TRANSACTIONS Goods purchased (to be received). 9213 Goods purchased (to be received). 9216		Code
Bills of exchange in circulation endorsed by the enterprise		9149
Bills of exchange in circulation drawn or guaranteed by the enterprise	Of which
Maximum amount for which other debts or commitments of third parties are guaranteed by the enterprise. Real GUARANTEES Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise Mortgages Book value of the immovable proporties mortgaged	Bills of exchange in circulation endorsed by the enterprise	9150
REAL GUARANTEES Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise Mortgages Book value of the immovable proporties mortgaged	Bills of exchange in circulation drawn or guaranteed by the enterprise	9151
Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise Mortgages Book value of the immovable proporties mortgaged	· · · · · · · · · · · · · · · · · · ·	9153
debts and commitments from the enterprise Mortgages Book value of the immovable proporties mortgaged	REAL GUARANTEES
Book value of the immovable proporties mortgaged	Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise
Amount of registration	Mortgages
Pledging on goodwill - amount of registration	Book value of the immovable proporties mortgaged	9161
Pledging of other assets - Book value of other assets pledged	Amount of registration	9171
Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from third parties Mortgages Book value of the immovable proporties mortgaged	Pledging on goodwill - amount of registration	9181
Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from third parties Mortgages Book value of the immovable proporties mortgaged	Pledging of other assets - Book value of other assets pledged	9191
Security of debts and commitments from third parties Mortgages Book value of the immovable proporties mortgaged	Guarantees provided on future assets - Amount of assets involved	9201
Book value of the immovable proporties mortgaged
Amount of registration	Mortgages
Pledging on goodwill - amount of registration	Book value of the immovable proporties mortgaged	9162
Pledging of other assets - Book value of other assets pledged Guarantees provided on future assets - Amount of assets involved GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS FORWARD TRANSACTIONS Goods purchased (to be received) Goods sold (to be delivered) Currencies purchased (to be received) 9192 9202	Amount of registration	9172
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS FORWARD TRANSACTIONS Goods purchased (to be received) 9213 Goods sold (to be delivered) 9214 Currencies purchased (to be received) 9215	Pledging on goodwill - amount of registration	9182
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS FORWARD TRANSACTIONS Goods purchased (to be received)	Pledging of other assets - Book value of other assets pledged	9192
PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS FORWARD TRANSACTIONS Goods purchased (to be received) 9213 Goods sold (to be delivered) 9214 Currencies purchased (to be received) 9215	Guarantees provided on future assets - Amount of assets involved	9202
SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS FORWARD TRANSACTIONS Goods purchased (to be received) 9213 Goods sold (to be delivered) 9214 Currencies purchased (to be received) 9215	PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE
FORWARD TRANSACTIONS Goods purchased (to be received) 9213 Goods sold (to be delivered) 9214 Currencies purchased (to be received) 9215	SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
Goods purchased (to be received) 9213 Goods sold (to be delivered) 9214 Currencies purchased (to be received) 9215	SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS
Goods sold (to be delivered) 9214 Currencies purchased (to be received) 9215	FORWARD TRANSACTIONS
Currencies purchased (to be received)	Goods purchased (to be received)	9213
	Goods sold (to be delivered)	9214
Currencies sold (to be delivered) 9216	Currencies purchased (to be received)	9215
	Currencies sold (to be delivered)	9216

INFORMATION RELATING TO TECHNICAL GUARANTEES, IN RESPECT OF SALES OR SERVICES

INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS NOT MENTIONED ABOVE

DO MY MOVE - engagement for free services: 1 266 186,31 €

Consignment goods: 1 709 995,46 €

Credit Lines : 38 123 946,76 €

Bank guarantee : 38 338 506,82 €

Situation with the State : 6 800 891,25 $\ensuremath{\in}$

{33}------------------------------------------------

Nr.	0214596464	C 5.13

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS NOT MENTIONED ABOVE

Foreign currency bought on term : 49 437,84 €

Cf. Management Report 2014, point 5 : 'Risks and uncertainties'

IF THEREIS A SUPPLEMENTARY RETIREMENTS OR SURVIVOR'S PENSION PLAN IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE, A BRIEF DESCRIPTION OF SUCH PLAN OF THE MEASURES TAKEN BY THE ENTERPRISE TO COVER THE RESULTING CHARGES

A group insurance is granted to baremic contractual and non-baremic contractual employees with at least function "F".

	Code	Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting for the enterprise from past services	9220

Methods of estimation

NATURE AND BUSINESS PURPOSE OF OFF-BALANCE SHEET ARRANGEMENTS

Provided the risks or benefits arising from such arrangements are material and where the disclosure of such risks or benefits is necessary for assessing the financial position of the company; if required, the financial impact of these arrangements have to be mentioned too:

OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE

{34}------------------------------------------------

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

	Codes	Period	Previous period
AFFILIATED ENTERPRISES
Financial fixed assets	(280/1)	413.274.594,88	399.242.355,02
Investments	(280)	316.018.165,04	308.214.428,74
Amounts receivable subordinated	9271
Other amounts receivable	9281	97.256.429,84	91.027.926,28
Amounts receivable	9291	17.672.084,79	13.103.787,30
After one year	9301
Within one year	. 9311	17.672.084,79	13.103.787,30
Current investments	9321
Shares	9331
Amounts receivable	9341
Amounts payable	9351	17.266.478,48	14.553.822,55
After one year	9361	12.000.000,00	9.000.000,00
Within one year	9371	5.266.478,48	5.553.822,55
Personal and real guarantees
Provided or irrevocably promised by the enterprise, as security for debts or commitments of affiliated enterprises	9381
Provided or irrevocably promised by affiliated enterprises as security for debts or commitments of the enterprise	9391
Other substancial financial commitments	9401
Financial results
Income from financial fixed assets	9421	17.002.740,27	12.072.976,29
Income from current assets	9431	2.977.661,78	2.817.681,80
Other financial income	9441
Debts charges	9461
Other financial charges	9471
Gains and losses on disposal of fixed assets
Obtained capital gains	9481
Obtained capital losses	9491
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	(282/3)
Investments	(282)
Amounts receivable subordinated	9272
Other amounts receivable	9282
Amounts receivable	9292
After one year	9302
Within one year	9312
Amounts payable	9352
After one year	9362
	9372
Within one year	931Z

{35}------------------------------------------------

0214596464	C 5.14
------------	--------

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

TRANSACTIONS WITH RELATED PARTIES OUTSIDE NORMAL MARKET CONDITIONS

Mention of such operations if they are material, stating the amount of these transactions, the nature of the relationship with the related party and other information about the transactions necessary for the understanding of the financial position of the company:

Nihil

Period

{36}------------------------------------------------

0214596464		C 5.15
_	214596464	2214596464

FINANCIAL RELATIONSHIPS WITH

Codes Period DIRECTORS AND MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS, OTHER ENTERPRISES CONTROLLED BY THE SUB B. MENTIONED PERSONS WITHOUT BEING ASSOCIATED THEREWITH Amounts receivable from these persons 9500 Conditions on amounts receivable Guarantees provided in their favour 9501 Guarantees provided in their favour - Main condition 9502 Other significant commitments undertaken in their favour Other significant commitments undertaken in their favour - Main condition Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person 9503 To directors and managers ..... To former directors and former managers ..... 9504

	Codes	Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor's fees	9505	235.000,00
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions	95061	56.000,00
Tax consultancy	95062
Other missions external to the audit	95063	36.411,31
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions	95081
Tax consultancy	95082
Other missions external to the audit	95083

Mention related to article 133 paragraph 6 from the Companies Code

{37}------------------------------------------------

Nr.	0214596464		C 5.17.1
-----	------------	--	----------

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION THAT MUST BE PROVIDED BY EACH COMPANY, THAT IS SUBJECT OF COMPANY LAW ON THE CONSOLIDATED ANNUAL ACCOUNTS OF ENTERPRISES

The enterprise has drawn up publiced a consolidated annual statement of accounts and a management report*

The enterprise has not published a consolidated annual statement of accounts and a management report, since it is exempt for this obligation for the following reason*

The enterprise and its subsidiaries on consolidated basis exceed not more than one of the limits mentioned in art. 16 of Company Law*

The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts, in which her yearly statement of accounts is included*

If yes, justification of the compliance with all conditions for exemption set out in art. 113 par. 2 and 3 of Company Law:

Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company preparing and publishing the consolidated accounts required:

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company(ies) and the specification whether the parent company(ies) prepare(s) and publish(es) consolidated annual accounts in which the annual accounts of the enterprise are included**

If the parent company(ies) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained**

^* Delete where no appropriate.

^** Where the accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the lowest level on the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published.

{38}------------------------------------------------

			C 5.17.2
--	--	--	----------

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE COMPANY IN BELGIUM WITH THE AUDITOR(S) OR PEOPLE HE (THEY) IS (ARE) LINKED TO

	Codes	Period
Mentions related to article 134, paragraphs 4 and 5 from the Companies Law Auditor's fees for carrying out an auditor's mandate on the level of the group led by the company that
publishes the information	9507	325.000,00
Fees for exceptional services or special missions executed in this group by the auditor(s)
Other attestation missions	95071	68.500,00
Tax consultancy	95072
Other missions external to the audit	95073	38.361,31
Fees for the people they are linked to the auditor(s) for carrying out an auditor's mandate on the level of the group led by the company that publishes the information	9509
Fees for exceptional services or special missions executed in this group by the people they are linked to the auditor(s)
Other attestation missions	95091
Tax consultancy	95092
Other missions external to the audit	95093	1.950,00

Mention related to article 133, paragraph 6 from the Companies Law

{39}------------------------------------------------

SOCIAL REPORT

Numbers of joint industrial committees which are competent for the enterprise:

STATEMENT OF THE PERSONS EMPLOYED EMPLOYEES FOR WHOM THE COMPANY HAS SUBMITTED A DIMONA DECLARATION OR ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

During the period	Codes Total		1. Men 2. Women
Average number of employees
Full-time	1001	19.435,7	13.999,2	5.436,5
Part-time	1002	6.866,7	3.524,2	3.342,5
Total of full-time equivalents (FTE)	1003	23.882,3	16.296,5	7.585,8
Number of hours actually worked
Full-time	1011	27.030.592	20.024.724	7.005.868
Part-time	1012	7.553.652	4.034.085	3.519.567
Total	1013	34.584.244	24.058.809	10.525.435
Personnel costs
Full-time	1021	904.519.862,60	657.676.392,10	246.843.470,50
Part-time	1022	256.460.579,75	132.487.535,55	123.973.044,20
Total	1023	1.160.980.442,35	790.163.927,65	370.816.514,70
Advantages in addition to wages	1033	1.758.932,40	1.207.407,40	551.525,00

During the previous period	Codes	P. Total	1P. Men	2P. Women
Average number of employees Number of hours actually worked Personnel costs Advantages in addition to wages	1003 1013 1023 1033	25.209,7 35.605.976 1.185.699.642,60 1.915.981,60	17.123,8 24.614.398 808.074.344,80 1.305.344,00	8.085,9 10.991.578 377.625.297,80 610.637,60

{40}------------------------------------------------

At the closing date of the period	Codes	1. Full-time	2. Part-time	3. Total in full-time equivalents
Number of employees	105	19.171	6.447	23.381,2
By nature of the employment contract
Contract for an indefinite period	110	18.751	6.443	22.958,5
Contract for a definite period	111	420	4	422,7
Contract for the execution of a specifically assigned work	112
Replacement contract	113
According to the gender and by level of education
Male	120	13.776	3.304	15.950,0
primary education 1200		10.420	2.695	12.186,5
secondary education	1201	1.764	513	2.102,1
higher education (non-university)	1202	474	47	508,6
university education	1203	1.118	49	1.152,8
Female	121	5.395	3.143	7.431,2
primary education	1210	2.843	1.971	4.084,0
secondary education	1211	1.677	951	2.305,2
higher education (non-university)	1212	366	121	456,7
university education	1213	509	100	585,3
By professional category
Management staff	130	67	1	67,9
Employees	134	18.931	6.077	22.931,7
Workers	132	173	369	381,6
Other	133

{41}------------------------------------------------

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

During the period	Codes	1. Temporary personnel
Average number of employees	150	766,8
Number of hours actually worked	151	1.515.152
Charges of the enterprise	152	36.896.370,84

TABLE OF PERSONNEL CHANGES DURING THE PERIOD

ENTRIES	Codes	1. Full-time	2. Part-time	Total in full-time equivalents
The number of employees for whom the company has submitted a DIMONA declaration or are recorded in the personnel register during the financial year in the general personnel register	205	5.271	1.085	5.473,2
By nature of the employment contract
Contract for an indefinite period	210	1.208	104	1.265,1
Contract for a definite period	211	4.063	981	4.208,1
Contract for the execution of a specifically assigned work .	212
Replacement contract	213

DEPARTURES	Codes	1. Full-time	2. Part-time	Total in full-time equivalents
The number of employees with a in the DIMONA declaration indicated or in the general personnel register listed date of termination of the contract during the financial year	305	5.887	1.576	6.380,4
By nature of the employment contract
Contract for an indefinite period	310	1.843	633	2.196,1
Contract for a definite period	311	4.044	943	4.184,3
Contract for the execution of a specifically assigned work	312
Replacement contract	313
According to the reason for termination of the employment contract
Retirement	340	819	466	1.069,0
Unemployment with company allowance	341
Dismissal	342	628	89	683,4
Other reason	343	4.440	1.021	4.628,0
Of which the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis	350

{42}------------------------------------------------

INFORMATION WITH REGARD TO TRAINING RECEIVED BY EMPLOYEES DURING THE PERIOD

Total number of official advanced professional training projects at company expense	Codes	Male	Codes	Female
Number of participating employees	5801	7.274	5811	4.218
Number of training hours	5802	79.790	5812	59.146
Costs for the company	5803	10.157.289,00	5813	7.529.305,00
of which gross costs directly linked to the training	58031	10.157.289,00	58131	7.529.305,00
of which paid contributions and deposits in collective funds	58032		58132
of which received subsidies (to be deducted)	58033		58133
Total number of less official and unofficial advance professional training projects at company expense Number of participating employees	5821	15.542	5831	7.770
Number of training hours	5822	126.439	5832	63.210
Costs for the company	5823	4.808.689,00	5833	2.403.984,00
Total number of initial professional training projects at company expense Number of participating employees	5841 5842 5843		5851 5852 5853

{43}------------------------------------------------

VALUATION RULES

I. Principle

The valuation rules are determined according to the provisions of chapter II of the Royal Decree of 30 January 2001 in implementation of Company Law.

In respect of the requirement of a true and fair view the valuation rules of this Decree shall be deviated from in the following exceptional cases:

Reasons for the deviation:

The effects of the deviation on assets and liabilities, financial position and the result before taxation of the enterprise are as follows:

The valuation rules are (changed) (not changed) in wording and application as compared to the preceding financial period; if so, the change related to:

and has a EUR. (positive) (negative) effect on the result for the financial period before taxation to the amount of

(is) the material effect results from: significantly effected by income or charges relating to a previous financial period; if so, The income statement (is not)

The figures of the financial period are not comparable with those of the preceding financial period for the following reason:

(To compare the annual accounts of both financial periods involved following information should be taken into account): (In order to maintain comparability the figures of the preceding financial period are adjusted regarding to following reasons)

In absence of objective standards of appraisal following valuation of foreseeable liabilities, contingent losses and diminuations in value is inevitably uncertain:

Other information necessary to give a true and fair view of the enterprise's liabilities, financial position and result:

2. Fixed assets

Formation expenses:

Formation expenses are charged against income except for following costs capitalised:

Reorganization costs:

The reorganization costs are (not capitalised) (capitalised) during the financial period; if so, this is justified as follows:

Intangible fixed assets:

The amount of intangible assets includes EUR research and development costs. Depreciation of these costs and the depreciations for goodwill are charged over a period of (more than) (not more than) 5 years; if more than 5 years the period involved is justified as follows :

Tangible fixed assets:

During the financial period the tangible assets (are) (are not) revalued; if so, the revaluation if justified are as follows:

{44}------------------------------------------------

VALUATION RULES

Depreciation recorded during the financial period:

	Method	Basis	Depreciation rate
Assets	S (straightline) R (reducing balance) O (other)	NR (not revalued) R (revalued)	Principal costs Min Max.	Ancillary costs Min Max.
1. Formation expenses Restructuration expenses	S	NR	20,00 - 20,00	20,00 - 20,00
2. Intangible fixed assets Intangible fixed assets	S	NR	20,00 - 33,33	20,00 - 33,33
3. Buildings* Buildings	S	NR	3,33 - 10,00	3,33 - 10,00
4. Plant, machinery and equipments * Plant, machinery and equipments	S	NR	10,00 - 10,00	10,00 - 10,00
5. Vehicles* Vehicles	S	NR	10,00 - 25,00	10,00 - 25,00
6. Office furniture * Office furniture	S	NR	10,00 - 10,00	10,00 - 10,00
7. Other tangible fixed assets Other tangible fixed assets	S	NR	10,00 - 10,00	10,00 - 10,00

^* Including leased assets wich should be disclosed on a separate line.

Tax deductible accelerated depreciation in excess of depreciation based on economic circumstances:

amount for the financial period: EUR.
cumulative amount regarding tangible assets acquired as of the financial period beginning after December 31, 1983:

EUR.

Financial fixed assets:

During the financial period investments (are) (are not) revalued; if so, the revaluation is justified as follows:

3. Current assets

Inventories:

Inventories are valued at acquisition cost (to be disclosed) method, Fifo, Lifo, by identifying individually the price of each element or by the lower market value determined according to the method of the weighted average price

Raw materials and consumables:

Raw materials : purchase price Consumables : purchase price Uniform supplies : purchase price

Work in progress - finished goods:

Production cost or market value if inferior

Postal stamps : printing cost 3. Goods purchased for resale:

Evaluated at purchase or market price FIFO method

Immovable property intended for sale:

Production cost or market value if inferior

Products:

costs that are only indirectly attributable to the product. - Production costs (include) (do not include)
Production costs of stock and work in progress the production of which exceeds more than one year on capital borrowed to finance the production. (includes) (does not include)

Stocks total valued at market value amount to % of its book value at the end of the financial period. (This information is only required in the event of a substantial difference).

{45}------------------------------------------------

VALUATION RULES

Contracts in progress:

Contracts in progress are valued (at production cost)

(at production cost increased by a portion of the profit according to the state of completion of the contract).

4. Liabilities

Debts:

(has) been recognised and capitalised. (has not) Liabilities (include) (do not include) long-term debts, bearing no interests or at an unusual low interest; if so, a discount

Foreign currencies:

Debts, liabilities and commitments denominated in foreign currencies are translated in EUR using following criteria:

Exchange differences have been disclosed in the annual accounts as follows:

Leasing agreements:

Concerning the rights to use property not capitalised (art. 102, § 1 of the Royal Decree of 30 January 2001 in implementation of consideration and rental relating to the financial period if the leased immovable property, amount to: Company Law), EUR.

{46}------------------------------------------------

MANAGEMENT REPORT

bpost SA-NV

Management report 2015

{47}------------------------------------------------

MANAGEMENT REPORT

Table of Content

1.	Selected financial figures 3
2.	Key events of the year 4
3.	Financial statements 7
	3.1. Income statement 7
	3.2. Balance sheet 8
	3.3. Changes in shareholders equity 9
4.	Comments on figures 10
	4.1. Income Statement 10
	4.2. Balance Sheet 15
5.	Risks and uncertainties 17
6.	Research and Development 18
7.	Profit appropriation 18
8.	Branches 18
9.	Independence and expertise in the accounting and audit domain of at least one member of the Audit Committee 18
10.	Important events after the balance sheet date 18
11.	Management and remuneration 20
12.	Information required by article 523 of the Companies code 45
13.	Information required by article 524 of the Companies code 45

{48}------------------------------------------------

MANAGEMENT REPORT

1. Selected financial figures

In million EUR	2015	2014
Operating income	2,224.3	2,268.9
Payroll costs	1,161.0	1,185.7
Other operating costs	646.3	655.2
Profit from operation activities (EBIT)	417.0	428.0
Earnings after taxes	287.7	296.9
Other key figures
Dividend per share (€) Number of employees (headcount at year end)	1.29 25,618	1.26 26,725

{49}------------------------------------------------

MANAGEMENT REPORT

2. Key events of the year

bpost bank acquired Krefima

On April 2, 2015 bpost bank acquired Krefima. Krefima is the most important independent lender via brokers in Belgium. Through the continued expansion of its lending activities bpost bank wants to meet the needs of its customers and wants to reinforce their loyalty. bpost bank wants to achieve this by increasing the sales of loans via the network of postal offices and at the same time capitalising on strategic initiatives such as the take-over of Krefima.

bpost and CityDepot joined forces

On May 8, 2015 bpost and CityDepot agreed to join forces, pool their experience and combine their geographic presence to take a leading position on the city distribution market and roll out their service offering to other parts of the country. Together they formed a new entity "CityDepot NV". bpost is the biggest shareholder with the intention to increase its stake in the coming years.

CityDepot, created in 2011, was the first to launch a system for sustainable urban distribution in Hasselt and later on in Brussels. In 2014, bpost launched a comparable service in Antwerp, under the City Logistics brand. The new entity has taken over the activities and the employees of the existing CityDepot and City Logistics entities.

Agreement between bpost management and the unions concerning the Alpha social plan

On July 23, 2015 during the joint committee, bpost management and the representatives of the workforce reached an agreement on the social plan related to the Alpha project in the support departments. The agreement contains the conditions for early retirement and determines the layoff conditions in case certain employees are not selected for a new job. A provision of 54.5 million EUR was recognized to cover the related costs.

Koen Beeckmans and Philippe Dubois joined bpost's Management Committee

As of September 1, 2015 Kurt Pierloot, previously heading the Mail Services Operations (MSO) and International divisions, and member of the Management Committee, became responsible for the Parcels and International divisions. Philippe Dubois, previously Operations Director MSO, took charge of the MSO division and also became member of the Management Committee as of September 1, 2015. Koen Beeckmans became Chief Financial Officer and member of the Management Committee as of November 1, 2015.

Mid September a telecom operator chose bpost and its subsidiaries to deliver new decoders and modems to their clients

The services provided to the telecom operator include the printing of information letters for clients, the scheduling of delivery appointments, the preparation of expedition and the distribution of decoders. By end December 2015, 80,000 decoders were delivered and 200,000 more will be delivered by the end of June 2016.

{50}------------------------------------------------

MANAGEMENT REPORT

In Antwerp, bpost started groceries delivery ordered from online merchants via combo

Since September 2015, people who live in and around Antwerp can also obtain the combo service of bpost, a single consolidated delivery to their home of groceries ordered from various online merchants. bpost already launched combo in the Brussels-Capital Region, Halle-Vilvoorde and Walloon Brabant at the end of 2014.

Tariff increases on domestic mail for 2016

On September 30, 2015 bpost announced the tariff increases on mail products applicable as of January 1, 2016. In compliance with the regulatory framework, the average price rise for all domestic mail products was 1.5%.

The Belgian Government approved the sixth management contract and bpost obtained the concessions for distribution of newspapers and periodicals

On December 3, 2015, bpost and the Belgian State have signed a new management contract ("6th management contract") with respect to Services of General Economic Interest (SGEIs), including the maintenance of an extensive retail network and services such as the payment at home of pensions, the execution of financial postal services and the social role of the postman. This 6th management contract provides for a continued provision of these SGEIs for a period of 5 years, ending on December 31, 2020, and for a remuneration in line with the principles of the 5th management contract, as approved by the European Commission on May 2, 2013. The 6th management contract has been notified under the state aid rules to the European Commission. In accordance with the Belgian State's commitment to the European Commission the delivery of newspapers and magazines is no longer part of the management contract. For the latter the Belgian State decided on October 16, 2015 to award the contract of distribution of newspapers and periodicals to bpost after a competitive, transparent and non-discriminatory tendering procedure. For the next five years starting January 1, 2016 bpost will continue to deliver newspapers in the letterboxes of subscribers, each day of the week before 7.30am and on Saturday before 10.00am. Furthermore, bpost will also assume 5 days per week the distribution of all types of periodicals. The concession agreements distribution of newspapers and periodicals have been notified under the state aid rules to the European Commission.

New organizational model

On October 29, 2015 during the joint committee, bpost management and the representatives of the workforce reached an agreement concerning the new organisational model. The agile organisation will result in improved efficiency, which is needed to be able to cope with declining mail volumes. At the same time, it will enable bpost to process parcel volumes better and to correctly manage the daily fluctuations. The new measures came into force on January 1, 2016 and aim to give more visibility on long term employment to all operational employees, including contractual and auxiliary mail carriers and to incorporate Saturdays into a five-day working week for certain departments.

{51}------------------------------------------------

MANAGEMENT REPORT

bpost was rewarded for its sustainable development initiatives

On November 26, 2015 bpost was included in the "Ethibel Sustainability Index Excellence Europe". Forum ETHIBEL, which supervises this index, is an independent ratings agency promoting socially responsible investment. Investors wishing to invest in a socially responsible company can base their decision on this index.

Payment of an interim dividend of 1.05 euro gross per share

The net result after tax of bpost SA/NV for the 10 month period ended on October 31, 2015 amounted to 211.1 million EUR. Taking into account previous announcements, bpost paid an interim dividend of 210.0 million EUR or 1.05 EUR gross per share on December 10, 2015.

bpost acquired Success Partners Europe on November 17, 2015

On November 17, 2015, bpost acquired the Polish company Success Partners Europe. Centrally located in Warsaw, Poland, Success Partners Europe is specialized in logistics and distribution for Europe, operating as the third-party logistics for direct selling companies fulfilling and distributing product orders across Western, Central and Eastern Europe. Success Partners Europe started in Europe in 2006 (revenue 2014 of USD 3.4 million). Following the acquisition, the name of the company changed to Landmark Global (PL).

Law of December 16, 2015 modifying the law of March 21, 1991 on the reform of certain economic public companies

Following the Federal Governments intention to reform the legislative framework governing autonomous public companies, Parliament approved amendments to the Law of March 21, 1991 by Law of December 16, 2015. The purpose of the modifications is threefold. Firstly, it creates a more level playing field for certain public companies, including bpost. In this respect it provides (amongst other things) in the possibility for these companies to involve, in addition of statutory employees, contractual employees and in some cases self-employed. Secondly, the new law aligns the corporate governance rules of these companies to the rules applicable to non-public listed companies, amongst other things with respect to the appointment of directors. Finally the Law of December 16, 2015 provides in the possibility for the Government to lower the Belgian State's participation below the current legal minimum of "50% plus one share", without any new amendment of the law being required. Such mandate is valid until December, 31 2018. The new law was published in the Belgian State Gazette and entered into force on January 12, 2016. bpost intends to submit amendments to its articles of association for approval to its Shareholders' Meeting of May 11, 2016 to align its articles of association to this new law.

{52}------------------------------------------------

MANAGEMENT REPORT

3. Financial statements

3.1. Income statement

In million EUR	2015	2014	Evol. %
Turnover	2,168.7	2,236.2	-3.0%
Other operating income	55.5	32.7	69.7%
Total operating income	2,224.3	2,268.9	-2.0%
Material costs	8.2	11.3	-27.4%
Payroll costs	1,161.0	1,185.7	-2.1%
Services and other goods	562.7	561.7	0.2%
Other operating costs	15.7	15.7	0.0%
Provisions	0.3	4.4	-93.2%
Depreciation and amortization	59.5	62.1	-4.2%
Total operating expenses	1,807.3	1,840.9	-1.8%
Profit from operation activities (EBIT)	417.0	428.0	-2.6%
Earnings before interests and taxes,depreciation and amortizations (EBITDA)	476.5	490.1	-2.8%
Financial Revenues	25.2	20.0	26.0%
Financial Costs	8.2	2.9	182.8%
Profit from ordinary activities	434.0	445.1	-2.5%
Exceptional Revenues	1.6	8.0	-80.0%
Exceptional Costs	3.8	6.1	-37.7%
Income tax expenses	144.1	150.2	-4.1%
Earnings after taxes	287.7	296.9	-3.1%

{53}------------------------------------------------

MANAGEMENT REPORT

3.2. Balance sheet

In million EUR	2015	2014
Assets
Non-current assets
Intangible assets	10.7	16.2
Tangible assets	337.4	364.4
Financial assets	413.4	399.4
	761.5	779.9
Current assets
Long term receivables	0.0	0.0
Inventories	11.4	10.1
Trade and other receivables	370.1	345.9
Cash and cash equivalents	625.4	564.6
Deferred charges and accrued income	19.3	19.7
	1,026.3	940.4
Total assets	1,787.8	1,720.3

Equity and liabilities Equity
Issued capital	364.0	364.0
Reevaluation surpluses	0.1	0.1
Reserves	50.8	50.8
Retained earnings	96.8	67.1
	511.7	482.0
Provisions
Pension related provisions	27.4	26.5
Provision for repairs and maintenance	1.4	1.5
Other liabilities and charges	168.1	168.7
	196.9	196.7
Non current liabilities
Long term debts	66.5	72.6
	66.5	72.6
Currrent liabilities
Trade and other payables	195.8	215.1
Social Debts payable	394.7	361.7
Income tax payable	48.7	78.1
Other debts	216.2	173.4
Accrued charges and deferred income	157.2	140.7
	1,012.6	969.0
Total liabilities	1,787.8	1,720.3

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3.3. Changes in shareholders equity

In million EUR
Selected financial figures	Issued capital	Non distributable reserves	Retained earnings	Other reserves	Reevaluation surpluses	Total
As per 1 January 2015	364.0	0.0	67.1	50.8		0.1 482.0
Addition	-	-	29.7	-	-	29.7
Transfers	-	-	-	-	-	0.0
Reimbursment capital per share	-	-	-	-	-	0.0
Extraordinary Dividends distribution (shareholders)	-	-	-	-	-	0.0
As per 31 December 2015	364.0	0.0	96.8	50.8	0.1	511.7

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4. Comments on figures

4.1. Income Statement

bpost SA-NV realized during the 2015 financial year, undo the BGAAP standards, a profit after tax of 287.7 million EUR (2014: 296.9 million EUR). Excluding the exceptional provision of 54.5 million EUR (net impact 36.1 million EUR) related to the Alpha social plan, partially offset by the sale of one sizeable building on which a capital gain of 30.7 million EUR (net impact 20.2 million EUR) was realized, profit after taxes increased by 6.6 million EUR or 2.3% compared to 2014.

At the operating level result (EBIT), bpost recorded a profit of 417.0 million EUR (2014: 428.0 million EUR). Excluding the two aforementioned non recurring elements, EBIT increased by 12.8 million EUR or 3.0%. The revenue decrease, excluding the sale of one sizeable building, amounted to 75.3 million EUR or 3.3% was more than compensated by the decrease of the operating expenses. Not taking into account the impact of the Alpha social plan, operating expenses decreased by 88.1 million EUR or 4.8%. This decrease was mainly driven by the decline of the payroll costs, which excluding the impact of the Alpha social plan amounted to 79.2 million EUR.

Operating Income (Revenues)

The operating income of bpost SA-NV decreased by 2.0% to 2,224.3 million EUR (2014: 2,268.9 million EUR).

In million EUR	2015	2014	Evol €	Evol %
Sales	2,168.7	2,236.2	-67.4	-3.0%
Other operating income	55.5	32.7	22.8	69.7%
Operating income	2,224.3	2,268.9	-44.7	-2.0%

Operating Income evolution 2015-2014

The evolution by core activity is described as follows:

In million EUR	2015	2014	Evol €	Evol. %
Domestic Mail	1,453.9	1,511.9	-58.0	-3.8%
Transactional Mail	917.6	943.2	-25.6	-2.7%
Advertising Mail	251.4	271.4	-20.0	-7.4%
Press	284.9	297.2	-12.4	-4.2%
Parcels	210.7	191.7	19.0	9.9%
Value Added Services	47.4	44.9	2.6	5.7%
International Mail	134.1	131.7	2.4	1.8%
Banking & Financial
Products	205.2	207.5	-2.3	-1.1%
Other	173.0	181.3	-8.3	-4.6%
Operating income	2,224.3	2,268.9	-44.7	-2.0%

Operating Income evolution by core activity 2015-2014

Domestic Mail which includes Transactional and Advertising Mail as well as Press decreased by 58.0 million EUR compared to last year, to 1,453.9 million EUR. Excluding the lower compensation for SGEI (10.5 million EUR) and the non recurrence of the 2014 elections (4.6 million EUR), the underlying organic decline of Domestic Mail amounted to 42.9 million EUR. The underlying volume decline of 5.0% was partially offset by a price and mix improvement.

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The Parcels activity grew by 9.9% driven by:

The good performance of International Parcels, increase by 8.7 million EUR;
Strong Domestic Parcels volumes growth of 12.6% (2014: 7.0%), mainly attributable to the continued growth of e-tailing customers and the further recovery of the C2C parcels thanks to the new product offering. Revenue evolution was impacted by a negative price/mix effect of 3.0% which can be explained by the faster growth of large e-tailers with high volumes and lower prices compared to smaller customers.

Value Added Services revenues improved by 5.7%, to 47.4 million EUR in 2015, mainly thanks to customized solutions and services relating to European License Plates, e-ID and the delivery process of new decoders and modems for clients of a telecom operator.

International Mail revenues increased by 2.4 million EUR which is mainly the result of the increase in Inbound Mail.

Revenues from the Banking & Financial Products declined by 2.3 million EUR, mainly due to a lower compensation for SGEI (1.6 million EUR).

Other revenues decreased by 8.3 million EUR, mainly due to lower number of transactions with the subsidiaries (20.6 million EUR) and the lower compensation for SGEI (4.5 million EUR), partly compensated by higher proceeds from sales of buildings (22.2 million EUR). The increase of the latter is mainly due to the sale of one sizeable building in 2015. The decrease of intercompany re-invoicing was driven by the curtailment of international wholesale activities.

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Operating expenses

bpost SA-NV operating expenses for 2015 decreased by 1.8% compared to last year and amount to 1,807.3 million EUR (2014: 1,840.9 million EUR). Excluding the non recurrent provision for the Alpha social plan, operating expenses decreased by 88.1 million EUR or 4.8%.

Materials costs, which include the cost of raw materials, consumables and goods for resale, decreased by 3.1 million EUR to 8.2 million EUR.

The costs for goods and services showed a slight increase of 0.2%, which can be split as follows:

In million EUR	2015	2014	Delta
Rent & Rental Costs	91.3	87.9	3.4
Maintenance and repairs	74.3	70.9	3.4
Energy delivery	36.2	36.3	-0.2
Other goods	14.6	13.9	0.7
Postal and telecom costs	5.2	5.2	0.0
Insurance costs	18.7	20.1	-1.4
Transport costs	120.0	130.8	-10.9
Publicity and advertising	14.6	17.0	-2.3
Consultancy	12.9	17.4	-4.5
Interims	36.9	32.4	4.5
Third party remuneration, fees	115.6	110.9	4.7
Other services	22.3	18.8	3.5
Total	562.7	561.7	1.0

Rental costs have increased by 3.4 million EUR, mainly due to increased rental costs of Alteris, in turn due to the increased investments within Alteris. This increase has been partially offset by lower costs for fleet.
Maintenance and repairs grew by 3.4 million EUR, this was mainly caused by the increase in maintenance of costs of machines in sorting centers and banking software.
Transport costs amounted to 120.0 million EUR, a decrease of 8.3% (10.9 million EUR) compared to previous year. This decrease was driven by the curtailment of international wholesale activities partially compensated by less favorable settlement of previous years' terminal dues in 2014 for 5.0 million EUR.
Publicity and advertising costs decreased by 2.3 million EUR, or a 13.8% decline in comparison with the year 2014.
The consultancy costs decreased by 4.5 million EUR, or 25.8%, due to the lower number of consultancy projects.
The growth in interim costs was driven by higher use of temporary personnel (see also section payroll costs).
Third party remunerations and fees increased by 4.7 million EUR, or by 4.2%. This increase is related to higher utilization of external experts for certain projects and higher distribution costs given the increased parcels volumes as well the increased Sunday and evening delivery.

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Payroll costs (1,161.0 million EUR) and interims costs (36.9 million EUR) in 2015 amounted to 1,197.9 million EUR and decreased by 20.2 million EUR, notwithstanding the impact of the provision for the Alpha social plan (46.9 million EUR). Excluding this non-recurring item, payroll and interims costs decreased by 67.1 million EUR (payroll costs decreased by 71.6 million EUR and interims costs increased by 4.5 million EUR), or 5.5 % compared to 2014. This decrease is mainly driven by a net decrease in own personnel and interims of 715 FTE.

The decrease of 715 FTE generated savings of 34.1 million EUR. Excluding 174 additional FTE and interims for peaks in parcels volumes and new solutions, the average reduction of FTEs and interims for the year 2015 would have been 889. The recruitment of auxiliary postmen on lower salaries created a positive mix effect of 8.2 million EUR. Additionally, a lower number of management functions due to a hiring freeze and reorganization, created a positive mix effect of 7.1 million EUR.

Furthermore, higher restructuring charges last year resulted in a decrease in payroll costs by 8.3 million EUR.

These positive effects were to a limited extent reinforced by a slightly positive price impact (0.1 million EUR).

Besides this, a positive settlement of social charges impacted positively the payroll costs (6.9 million EUR). Finally, costs associated with the early retirement and social plans decreased by 2.6 million EUR.

Depreciation and amortization decreased to 59.5 million EUR (2014: 62.1 million EUR) or by 4.2%.

Net impact of provisions amounted to an expense of 0.3 million EUR in 2015 (2014: cost of 4.4 million EUR). The movements of the individual provisions are the following (negative figures represent reversals/utilizations of provisions and have a positive impact on profit):

In million EUR	2015	2014	Delta
Provisions for end of career	-4.4	-2.2	-2.1
Early retirement plan Alpha	7.5	0.0	7.5
Mobility	-0.2	0.1	-0.3
Settlement quota days	-2.0	-1.1	-0.8
Insurance fund - Working
accidents	0.6	1.3	-0.7
Pending litigations	-2.9	7.1	-10.0
Other	1.6	-0.6	2.2
Total	0.3	4.4	-4.1

Provisions for risks and charges evolution 2015-2014

In 2015, the end of career provisions decreased by 4.4 million EUR. The utilizations and reversals of 7.5 million EUR were partially offset by additions for existing plans for 3.1 million EUR;
The new provision for Alpha early retirement plan (7.5 million EUR) was slightly offset by an utilization of 0.1 million EUR;
In 2015, the net reversal / utilization for pending litigations 2.9 million EUR was mainly explained by the reversal of the social and legal risks provision as some payroll-related risks were definitively resolved, whereas in 2014 the net addition

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for pending litigations of 7.1 million EUR was mainly explained by a provision which was recognized to cover a litigation with another postal operator.

Legal requirements in terms of quality implied an addition of provision in 2015. This is visible in the net addition of 1.6 million EUR in Other.

Other operating costs are in line with last year and amounted to 15.7 million EUR.

Financial income increased to 25.2 million EUR (2014: 20.0 million EUR), mainly due to higher dividends received from affiliated companies (4.9 million EUR).

Financial charges amounted to 8.2 million EUR (2014: 2.9 million EUR).

Exceptional result

In million EUR	2015	2014	Delta
Exceptional Costs
Loss on / impairment of assets	0.1	1.5	-1.4
Write off subsidiaries	3.7	2.1	1.6
Other	0.0	2.5	-2.5
Total	3.8	6.1	-2.3

Exceptional Revenues
Reversal impairment assets	1.6	0.0	1.6
Reversal write off subsidiaries	0.0	8.0	-8.0
Other	0.0	0.0	0.0
Total	1.6	8.0	-6.4

The decrease of the exceptional costs to 3.8 million EUR (2014: 6.1 million EUR) is mainly due to last year's cost for the early termination of a rental contract.

The decrease in the exceptional revenues is mainly due to last year's reversal of the impairment on the participation in Certipost (8.0 million EUR).

Tax Expenses

The corporate tax expenses amount to 144.1 million EUR (2014: 150.2 million EUR). This represents a charge of 33.5% of the profit before taxes compared to 33.6% in 2014.

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4.2. Balance Sheet

Assets

The balance sheet total amounted to 1,787.8 million EUR in 2015 (2014: 1,720.3 million EUR), an increase of 67.4 million EUR versus 2014.

Intangible fixed assets decreased by 5.5 million EUR as the depreciations (8.1 million EUR) outpaced the additions (mainly related to investments in software and licenses).

Tangible assets declined by 27.0 million EUR. The main components of this variance were:

Investments for an amount of 33.2 million EUR (2014: 29.8 million EUR);
More than compensated by the depreciation of 51.9 million EUR (2014: 53.9 million EUR) and the transfer to assets held for sale of 10.3 million EUR.

Financial fixed assets increased to 413.4 million EUR (2014: 399.4 million EUR). This increase of 14.0 million EUR was mainly explained by :

The acquisitions of Success Partner Europe and CityDepot for respectively 3.5 million EUR and 1.0 million EUR;
An earn-out payment of 7.0 million EUR related to Landmark Global;
The net increase through new loans towards Landmark Global, CityDepot, Mail Services Incorporated, bpost Singapore and bpost international (UK), partially offset by the reimbursement of loans, and;
The impairment on the participation in Deltamedia for a total amount of 3.7 million EUR.

Trade receivables increased by 15.9 million EUR, mainly due to increased outstanding position with foreign postal operators, partially offset by a decrease of the outstanding trade accounts receivables.

Other receivables increased by 8.3 million EUR mainly due to intercompany receivables.

Deferred charges and accrued income slightly decreased to 19.3 million EUR (2014: 19.7 million EUR).

Cash and cash equivalents increased to 625.4 million EUR (2014: 564.6 million EUR) mainly explained by the operational free cash flow partly compensated by the payment of dividends (254.0 million EUR).

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Liabilities

The equity increased to 511.7 million EUR (2014: 482.0 million EUR). The addition of the 287.7 million EUR net profit for the 2015 period was partially offset by the proposed dividend of 258.0 million EUR (out of which an interim dividend of 210.0 million EUR has already been paid).

Provisions for liabilities and charges slightly increased to 196.9 million EUR (2014: 196.7 million EUR). Mainly explained by:

A decrease in other liabilities and charges (0.6 million EUR) due to the reversal of the social and legal risks provision (some payroll-related risks were definitively resolved), partially compensated by the provision booked for legal requirements in terms of quality;
Increase of the pension related provision by 1.0 million EUR, due to:
o The new provision for the Alpha early retirement plan (7.5 million EUR);
o The end of career related provisions decreased by 4.4 million EUR (the utilizations for 7.5 million EUR were partially offset by additions for existing plans for 3.1 million EUR);
o The Accumulated Compensated Absences provision decreased by 2.0 million EUR (mainly utilizations);
Provisions for major maintenance and repairs remained stable at 1.4 million EUR (1.5 million EUR in 2014).

Long-term financial debts amounted to 66.5 million EUR (2014: 72.6 million EUR) and consist mainly of a bank loan concluded in 2007 with the European Investment Bank. The decrease was mainly due to the reimbursement of 9.1 million EUR for this loan, which will be repaid in installments until 2022.

The trade and other payables amount decreased from 215.1 million EUR in 2014 to 195.8 million EUR in 2015 fully due to trade payables decline to 158.3 million EUR (2014: 177.7 million EUR).

The social debts increased by 33.0 million EUR to 394.7 million EUR (2014: 361.7 million EUR) mainly explained by the Alpha social plan provision (addition of 46.9 million EUR partially offset by utilizations for 14.3 million EUR)

Other debts increased by 42.8 million EUR to 216.2 million EUR (2014: 173.4 million EUR) mainly due to higher advances received from others international post operators (18.9 million EUR), increased tax assignations (7.8 million EUR), higher dividend to be paid (4.0 million EUR), higher outstanding balance of bpaid cards (6.0 million EUR) and higher debt related to the State Position (8.4 million EUR).

The accrued charges and deferred income increased to 157.2 million EUR (2014: 140.7 million EUR) driven by the growth of accrued charges.

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5. Risks and uncertainties

bpost is currently involved in the following legal proceedings initiated by intermediaries:

A claim for damages in an alleged (provisional) amount of approximately 19.9 million EUR (exclusive of late payment interest) in the context of legal proceedings initiated by Publimail NV/SA and pending before the Brussels commercial court.
A claim for damages in an alleged (provisional) amount of approximately 28.0 million EUR (exclusive of late payment interest) in the context of legal proceedings initiated by Link2Biz International NV and pending before the Brussels commercial court. Certain aspects of the contractual relationship between Link2Biz and bpost are also the subject of a cease and desist order (adopted on June 21, 2010), which bpost has appealed in August 2010 and which is currently pending before the Brussels Court of Appeal.

All claims and allegations are contested by bpost.

Moreover, on July 20, 2011 the Belgian postal regulator ("BIPT/IBPT") concluded that certain aspects of bpost's 2010 pricing policy infringed the Belgian Postal Act and imposed a fine of 2.3 million EUR. While bpost paid the fine in 2012, it contests the BIPT/IBPT's findings and appealed the decision. The appeal is pending before the Brussels Court of Appeal. In June 2013, the Court of Appeal issued an interim judgment referring the matter to the Court of Justice for a preliminary ruling on the precise scope of the non-discrimination obligation under the European Postal Directive. The Court of Justice in a binding judgment delivered on February 11, 2015 concluded that a tariff policy such as bpost's 2010 "per sender" pricing model does not constitute a violation of the postal non-discrimination principle. It is for the Brussels Court of Appeal to issue a final decision on the matter.

On December 10, 2012, the Belgian Competition Authority concluded that certain aspects of bpost's pricing policy over the January 2010-July 2011 period infringed Belgian and European competition law and imposed a fine of approximately 37.4 million EUR. While bpost paid the fine in 2013, it contests the Belgian Competition Authority's findings and appealed the decision. The appeal is currently pending before the Brussels Court of Appeal.

Finally as of December 31, 2015, bpost had 5,869 auxiliary postmen. 53 auxiliary postmen have initiated a lawsuit against bpost in various labor courts claiming equal salary and benefits by reference to baremic contractual or statutory employees performing the same work. All claims and allegations are contested by bpost. Until now, no courts have upheld the claims. Various court cases are still pending at appeal levels.

If courts, especially at appeal level, were to find that the auxiliary postmen can claim equal treatment, bpost could be ordered to increase the salary and benefits of the auxiliary postmen to the level of relevant baremic contractual or statutory employees and it cannot be excluded that other employees could bring similar claims.

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6. Research and Development

bpost SA-NV is developing new solutions and new products to enrich its existing offer towards the customers.

As a consequence, bpost is highly involved in innovation and R&D activities through the acquisition of new and innovative solutions/products or the development on a stand-alone or with partners of such new and innovative solutions. The R&D activities are also impacting the ICT and operational efficiency. As such, the R&D investments realized by bpost aim to reduce environmental impact of bpost.

7. Profit appropriation

This civil year 2015 closes with a profit of 287.7 million EUR. The board has proposed the payment of a dividend totaling 258.0 million EUR relating to the results of the year 2015. It has further proposed that the remainder of the profit of the year, amounting to 29.7 million EUR be carried forward

8. Branches

The Company doesn't have any branches.

9. Independence and expertise in the accounting and audit domain of at least one member of the Audit Committee

The Audit Committee is composed as follows: (i) three independent directors and (ii) two directors appointed by the Belgian State. The Chairperson of the Audit Committee is designated by the Board of Directors but shall not be the Chairperson of the Board of Directors. No executive director (including the CEO) shall be a member of the Audit Committee.

All members of the Audit Committee have sufficient expertise in the field of accounting and audit. The Chairperson of the Audit Committee is competent in accounting and auditing as evidenced by his former executive positions at a.o. Total group. The other members of the Audit Committee also hold or have held several board or executive mandates in top tier companies or organizations.

10. Important events after the balance sheet date

On February 5, 2016 bpost announced an agreement on the acquisition of the Belgian activities of Lagardère Travel Retail

In Belgium, Lagardère Travel retail is active in proximity and convenience retail. With 220 selling points including brands as Press Shop and Relay, the company distributes a large variety of products and services. These services include also the distribution of newspapers with AMP to a network of around 5,345 points of sale. Kariboo is a newly built distribution network of 735 pick-up and delivery points of parcels in Belgium and gives access to online services.

This acquisition enables bpost to improve its convenience and proximity services to its customers as part of its growth and diversification strategy. The deal is subject to the approval by the competition authorities.

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On January 22, 2016 bpost signed an agreement on the acquisition of Freight Distribution Management (FDM)

FDM is specialized in providing a personalized customer service for warehousing and distributing products in Australia. It's business consists of Third Party Logistics (3PL) Warehousing, Transport & Distribution.

This acquisition supports the international e-commerce cross-border parcels strategy of the company.

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11. Management and remuneration

Reference Code and introduction

This Corporate Governance Statement contains the rules and principles by which bpost's corporate governance is organized, which are contained in relevant legislation, including the Law of March 21, 1991 on the reform of certain economic public companies, as amended from time to time (the "1991 Law"), the Articles of Association and the Corporate Governance Charter.

As a limited liability company under public law, general Belgian company law applies to bpost, except to the extent that the 1991 Law or any other Belgian laws or regulations provide otherwise. Pursuant to the Act of December 16, 2015 amending the 1991 Law, which entered into force on January 12, 2016 (the "December 2015 Law"), bpost will no longer be an economic public company subject to the 1991 Law if the Belgian State's participation in bpost's capital drops below 50% + 1 share. In that event, bpost will be entirely subject to the general Belgian company law.

The latest version of bpost's Articles of Association was adopted at the Shareholders' Meeting of May 27, 2013 and has been approved by Royal Decree dated June 7, 2013. This version is effective since June 25, 2013. Any changes to the Articles of Association approved by the Shareholders' Meeting of bpost (in accordance with Article 558 of the Belgian Companies Code) must also be approved by a Royal Decree debated within the Council of Ministers.

The main characteristics of bpost's governance model are the following:

a Board of Directors that defines the general policy and strategy of bpost and supervises the operational management;
a Strategic Committee, an Audit Committee and a Remuneration and Nomination Committee created within the Board to assist and make recommendations to the Board of Directors;
an ad hoc committee, composed of all independent directors of the Board of Directors, that intervenes when the procedure of Article 524 of the Belgian Companies Code, as incorporated in bpost's Corporate Governance Charter, is applied;
a CEO who is responsible for the operational management and to whom the Board of Directors has delegated powers of day-to-day management;
a Management Committee in accordance with the 1991 Law, for the purposes provided in the 1991 Law;
a Group Executive Management that assists the CEO in the operational management of bpost;
a clear division of responsibilities between the Board of Directors and the CEO.

bpost is committed to high standards of corporate governance and relies on the Belgian Code on Corporate Governance of March 12, 2009 (the "Corporate Governance Code") as a reference code. The Corporate Governance Code is available on the website of the Corporate Governance Committee (www.corporategovernancecommittee.be). The Corporate Governance Code is based on a "comply or explain" approach. Belgian listed companies should follow the Corporate Governance Code, but may deviate from its provisions provided they disclose the justification for any such deviation.

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On May 27, 2013, the Board of Directors has adopted the Corporate Governance Charter, effective since June 25, 2013. It was last amended by a decision of the Board of Directors of September 4, 2015.

As a public enterprise, bpost also aims to comply with most of the OECD Guidelines on Corporate Governance of State-owned Enterprises laid down in the OECD Code, to the extent permitted under the legal framework that applies to bpost, in particular the 1991 Law.

Deviations from the Corporate Governance Code

The Board of Directors intends to comply with the Corporate Governance Code. Due to deviations imposed upon bpost by the 1991 Law (before entry into force of the December 2015 Law), bpost could not comply with provisions 4.2, 4.6, 4.7 and 6.3 of the Corporate Governance Code.

Pursuant to Article 18, §2 juncto Article 148bis/3 of the 1991 Law, the Belgian State appoints directly a certain number of directors, whereas provision 4.2 requires a company's Board of Directors to make proposals for the appointment of directors via the Shareholders' Meeting.

Until May 15, 2014, the directors of bpost were appointed for six years pursuant to Article 18, §3 and Article 20, §2 (first sentence) of the 1991 Law, whereas provision 4.6 provides that mandates of directors should not exceed four years. However, since the entry into force on May 15, 2014 of the law of April 19, 2014 amending the 1991 Law, the directors of the company are appointed for four years (Article 148bis/1, §5 of the 1991 Law). Hence, the directors appointed before May 15, 2014, have been appointed for six years, while the directors appointed after May 15, 2014, have been appointed for four years.

Article 18, §5 resp. Article 20, §2 of the 1991 Law provides that the Chairperson of the Board of Directors resp. the CEO is appointed by the Belgian State, whereas provision 4.7 resp. provision 6.3 state that the Board of Directors should appoint the Chairperson of the Board of Directors resp. the CEO.

Pursuant to the December 2015 Law, the provisions of the 1991 Law referred to above (i.e., Article 148bis/3, Article 18, §2, §3 and §5, Article 20, §2 (first sentence) and Article 148bis/1, §5) no longer apply to bpost. Consequently, in the future, and without prejudice to the current mandates of the members of the Board of Directors¹ , the Belgian Companies Code shall apply. bpost intends to submit amendments to the Articles of Association for approval to its Shareholders' Meeting of May 11, 2016 to align its Articles of Association to the December 2015 Law.

Board of Directors

Composition

The Articles of Association of bpost provide that the Board of Directors consists of up to 12 members, appointed as follows:

Management report 2015 21 / 47

¹ The December 2015 Law explicitly provides that it does not terminate the current mandates of the CEO and of the directors. These mandates will be continued and will expire as initially provided, notwithstanding the possibility for the competent corporate body to terminate the mandate in accordance with the Belgian Companies Code and bpost's Articles of Association.

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• Up to six directors, including the Chairperson of the Board of Directors, are appointed by the Belgian State by Royal Decree debated within the Council of Ministers, upon proposal of the Board of Directors after advice of the Remuneration and Nomination Committee;

Three independent directors, within the meaning set out in Article 526ter of the Belgian Companies Code, are elected by an electoral college consisting of all shareholders of bpost other than Public Institutions (meaning Belgian public institutions or entities within the meaning of Article 42 of the Law of March 21, 1991 which encompass the Belgian State and its affiliated entities, including SFPI/FPIM), from among candidates proposed by the Board of Directors after advice of the Remuneration and Nomination Committee, whereby, for the election of these directors, no shareholder may cast a number of votes in excess of 5% of the voting rights attached to the shares emitted by bpost;
The remaining directors are elected by an electoral college consisting of all shareholders of bpost other than Public Institutions, upon proposal of the Board of Directors after advice of the Remuneration and Nomination Committee; and
The CEO is appointed by the Belgian State via Royal Decree deliberated in the Council of Ministers, upon proposal of the Board of Directors after advice of the Remuneration and Nomination Committee.

Up until the entry into force of the December 2015 Law on January 12, 2016, the directors appointed by the Belgian State could only be removed by a Royal Decree debated within the Council of Ministers, whereas the other directors could be removed at any time by a majority of the votes cast by an electoral college consisting of all shareholders of bpost other than the Public Institutions.

Henceforth, as from the entry into force of the December 2015 Law and in accordance with the Belgian Companies Code, all directors will be appointed and removed by the Shareholders' Meeting. Furthermore, the CEO will be appointed and removed by the Board of Directors (instead of the Belgian State). bpost intends to submit amendments to the Articles of Association for approval to its Shareholders' Meeting of May 11, 2016 to align its Articles of Association to the December 2015 Law.

Should any of the mandates of director become vacant, the remaining directors have the right, in accordance with Article 519 of the Belgian Companies Code, to temporarily fill such vacancy until a final appointment takes place in accordance with the abovementioned rules.

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MANAGEMENT REPORT

The Board of Directors was, per December 31, 2015, composed of the following 12 members:

Name	Position	Director since	Mandate expires	Presence at Board meetings ( ⁶ )
Françoise Masai (1)(2)	Non-Executive Chairperson of the Board of Directors	2014	2018	11/11
Koen Van Gerven	CEO and Director	2014	2020	11/11
Arthur Goethals (1)	Non-Executive Director	2006	2018	10/11
Luc Lallemand (1)	Non-Executive Director	2002	2018	6/11
Bernadette Lambrechts(¹)	Non-Executive Director	2014	2020	9/11
Laurent Levaux (¹)	Non-Executive Director	2012	2018	3/11
Caroline Ven (1)	Non-Executive Director	2012	2018	10/11
Michael Stone (4) (5)	Independent Director	2014	2018	11/11
Ray Stewart (4) (5)	Independent Director	2014	2018	11/11
François Cornelis (5)	Independent Director	2013	2019	10/11
Sophie Dutordoir (5)	Independent Director	2013	2019	10/11
Bruno Holthof (5)	Independent Director	2013	2019	9/11

The composition of the Board of Directors reflects the gender representation requirements set forth in Article 18, §2bis of the 1991 Law. bpost also intends to comply with the gender representation requirements in 2016. bpost further takes into account the requirements laid down in Article 518bis of the Belgian Companies Code. The composition of the Board of Directors reflects the language requirements set forth in Articles 16 and 148bis/1 of the 1991 Law.

Powers and functioning

Powers and responsibilities of the Board of Directors

The Board of Directors is vested with the power to perform all acts that are necessary or useful for the realization of bpost's purpose, except for those actions

⁽¹) Appointed by the Belgian State. (²) Françoise Masai was appointed as from June 23, 2014 by Royal Decree dated April 25, 2014.

⁽d) Appointed as CEO by Royal Decree dated February 25, 2014.
(d) Appointed by the general meeting of all shareholders of bpost other than Public Institutions held on September 22, 2014.

⁽⁵⁾ Independent director.
(6) Includes presence at Board of Directors' meetings held in 2015.

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that are specifically reserved by law or the Articles of Association to the Shareholders' Meeting or other management bodies.

In particular, the Board of Directors is responsible for:

defining the general policy orientations of bpost and its subsidiaries;
deciding all major strategic, financial and operational matters of bpost;
overseeing the management by the CEO, the Management Committee and the Group Executive Management; and
all other matters reserved to the Board of Directors by the Belgian Companies Code or the 1991 Law.

Certain decisions of the Board of Directors must be adopted by a special majority (see below).

Within certain limits, the Board of Directors is entitled to delegate part of its powers to the Management Committee and to delegate special and limited powers to the CEO and other members of the Group Executive Management.

Following resolution of the Shareholders' Meeting held on May 27, 2013, the Board of Directors may, without any prior authorisation of the Shareholders' Meeting, in accordance with Articles 620 et seq. of the Belgian Companies Code and within the limits set out in these provisions, acquire, on or outside the stock market, its own shares, profit-sharing certificates or associated certificates for a price which will respect the legal requirements, but which will in any case not be more than 10% below the lowest closing price in the last thirty trading days preceding the transaction and not more than 5% above the highest closing price in the last thirty trading days preceding the transaction. This authorisation is valid for five years from May 27, 2013. This authorisation covers the acquisition on or outside the stock market by a direct subsidiary within the meaning and the limits set out by Article 627, indent 1 of the Belgian Companies Code. If the acquisition is made by bpost outside the stock market, even from a subsidiary, bpost shall comply with Article 620, §1, 5° of the Belgian Companies Code.

The Board of Directors is also authorised, subject to compliance with the provisions of the Belgian Companies Code, to acquire for bpost's account bpost's own shares, profit-sharing certificates or associated certificates if such acquisition is necessary to avoid serious and imminent harm to bpost. Such authorisation is valid for three years as from the date of publication of the authorisation in the Annexes to the Belgian Official Gazette, i.e. July 8, 2013.

The Board of Directors is also authorised to divest itself of part of or all the bpost shares, profit-sharing certificates or associated certificates at a price it determines, on or outside the stock market or in the framework of its remuneration policy to employees, directors or consultants of bpost or to prevent any serious and imminent harm to bpost. This authorisation is valid without any time restriction. The authorisation covers the divestment of the company's shares, profit-sharing certificates or associated certificates by a direct subsidiary within the meaning of Article 627, indent 1 of the Belgian Companies Code.

Functioning of the Board of Directors

In principle, the Board of Directors meets seven times a year, and in any event no fewer than five times a year. Additional meetings may be called with appropriate notice at any time to address specific needs of the business. A meeting of the Board of Directors must in any event be convened if so requested by at least two directors. In 2015, the Board of Directors met eleven times.

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Quorum

The Board of Directors can only deliberate and make valid decisions if more than half of the directors are present or represented. The quorum requirement does not apply (i) to the vote on any matter at a subsequent meeting of the Board of Directors to which such matter has been deferred for lack of quorum at a prior meeting, if said subsequent meeting is held within 30 days from such prior meeting and the notice of said subsequent meeting sets forth the proposed decision on such matter with reference to this provision, or (ii) when an unforeseen emergency arises that makes it necessary for the Board of Directors to take action that would otherwise become time-barred by law or in order to avoid imminent harm to bpost.

Deliberation and voting

Pursuant to the 1991 Law, decisions on the approval of all renewals or amendments to the Management Contract require a two-thirds majority.

Up until the entry into force of the December 2015 Law on January 12, 2016, the acquisition of participations in companies, associations and institutions that exceed one of the thresholds laid down in Article 13, §2, paragraph one, of the 1991 Law also required a two-thirds majority. Following the entry into force of the December 2015 Law, this provision no longer applies to bpost.

Furthermore, certain decisions within the competence of the Board of Directors as provided under Article 29, §2 of the Articles of Association also require a majority of two-thirds of the votes cast.

Without prejudice to the special majority requirements set forth above, all decisions of the Board of Directors are adopted by a majority of the votes cast. In the case of a tie, the Chairperson of the Board of Directors has a casting vote.

In addition, the Corporate Governance Charter provides that Board of Directors' decisions of strategic import, including the adoption of the business plan and the annual budget and decisions regarding strategic acquisitions, alliances and divestitures must be prepared by a standing or an ad hoc Board committee. For any such decisions, the Board of Directors shall strive to achieve broad support across its various constituencies, it being understood that, following appropriate dialogue and consultations, the Chairperson of the Board of Directors may call for a decision and the proposal shall carry if adopted by a majority of the votes cast.

Evaluation process of the Board of Directors

Under the lead of the Chairperson, the Board of Directors regularly evaluates its scope, composition, performance and that of its committees, as well as the interaction with the executive management. As the case may be, the Chairperson shall propose the necessary measures to remedy any weaknesses of the Board of Directors or of any of its committees.

In 2015, the Board of Directors ordered an external assessment. The assessment focused on the role and missions of the Board of Directors and its committees, its composition, its functioning, the information flows within the Board of Directors and with management, and its compliance with governance standards. Following the assessment, the Board of Directors decided to monitor and evaluate on a regular basis the main areas of focus that appeared from the assessment.

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Corporate Governance Charter

On May 27, 2013, the Board of Directors has adopted the Corporate Governance Charter, effective since June 25, 2013. The Corporate Governance Charter was last amended further to a decision of the Board of Directors dated September 4, 2015 (see below). The Board of Directors will review bpost's corporate governance at regular intervals and adopt any changes deemed necessary and appropriate.

The Corporate Governance Charter contains rules with respect to:

The duties of the Board of Directors and the Committees and those of the Management Committee, Group Executive Management and the CEO;
The responsibilities of the Chairperson of the Board of Directors and the Corporate Secretary;
The requirements with which the members of the Board of Directors need to comply in order to ensure that they have the adequate experience, expertise and competences to fulfill their duties and responsibilities;
A system of disclosure regarding mandates held and rules aimed at avoiding conflicts of interests and providing guidance on how to inform the Board of Directors in a transparent way in case such conflicts occur. The Board of Directors may decide to exclude the member who has a conflict of interest from the deliberations and vote on that subject.

The Board of Directors continuously evaluates and improves its functioning in order to steer bpost ever better and more efficiently.

An induction program is provided to newly appointed directors aimed at acquainting them with the activities and organization of bpost as well as with the rules laid down in the Corporate Governance Charter. This program is open to every director who wishes to participate. It includes visiting operational and sorting centers.

Transactions between bpost, its Board members and executive managers

A general policy on conflicts of interest applies within bpost and prohibits any situation of conflict of interests of a financial nature that may affect the personal judgment or professional tasks of a director to the detriment of bpost's group.

In accordance with Article 523 of the Belgian Companies Code, Mr. Koen Van Gerven declared to have a personal conflict of interest of patrimonial nature in connection with his annual evaluation as CEO, item of the Board of Director's meeting of March 16, 2015. He informed bpost's auditors of this conflict of interest and decided not to participate in the deliberation or voting on this item. Below follows the extract of the Board of Directors' minutes relating to this conflict of interest:

"Annual evaluation of the CEO

Prior to discussing the annual evaluation of the CEO, the CEO declared to have a personal conflict of interest of a patrimonial nature aimed at by Article 523 of the Belgian Companies Code in respect of this agenda item which relates to the evaluation of his annual performance.

The CEO left the meeting room and did not participate in the deliberation nor the decision regarding his annual evaluation. The CEO will instruct the Board of Auditors of his conflict of interest, in accordance with Article 523 of the Belgian Companies Code.

Upon recommendation of the Remuneration and Nomination Committee, the Board of Directors approved the evaluation of the performance of the CEO and the proposed score."

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Transactions between bpost and its majority shareholders

bpost's Corporate Governance Charter provides that the procedure set forth in Article 524 of the Belgian Companies Code shall be observed for any decisions regarding the Management Contract or other agreements with the Belgian state or other Public Institutions (other than those within the scope of Article 524, §1, last sub-paragraph). In summary, these decisions are subject to a prior non-binding reasoned opinion of an ad hoc Board committee consisting of at least three independent directors. The committee is assisted by an independent expert selected by the committee, and bpost's auditor validates the financial data used. The procedure then requires the Board of Directors to substantiate its decision and the auditor to validate the financial data used by the Board of Directors.

The Board of Directors has established an ad hoc committee composed of all five independent directors. The ad hoc committee has met five times in 2015.

The ad hoc committee was, per December 31, 2015, composed of the following five members:

Name	Position	Director since	Mandate expires	Presence at meetings in 2015
François Cornelis	Independent Director	2013	2019	3/5
Sophie Dutordoir	Independent Director	2013	2019	5/5
Bruno Holthof	Independent Director	2013	2019	5/5
Ray Stewart	Independent Director	2014	2018	5/5
Michael Stone	Independent Director	2014	2018	5/5

The Board of Directors has twice applied the procedure of Article 524 of the Belgian Companies Code, as incorporated in the Corporate Governance Charter of bpost: in the context of the distribution of newspapers and periodicals and in the context of the 6th Management Contract. bpost will receive a maximum compensation (excluding inflation)² for both the distribution of newspapers and periodicals and the 6th management contract of EUR 261.0 million in 2016, EUR 260.8 million in 2017, EUR 257.6 million in 2018, EUR 252.6 million in 2019 and EUR 245.6 million in 2020. These amounts need to be inflated on a cumulated yearly basis. The decrease in total compensation is based upon volume estimates for press and a sharing mechanism for efficiency gains in both press and other SGEIs.

The procedure of Article 524 of the Belgian Companies Code Code, as incorporated in the Corporate Governance Charter of bpost, was applied a first time in the context of the tendering procedure by the Belgian State with respect to the distribution of newspapers and periodicals in Belgium.

Further to this, the Board of Directors requested the ad hoc committee to issue a reasoned opinion in application of the procedure of Article 524 of the Belgian Companies Code.

Management report 2015 27 / 47

2 These amounts are based on IFRS and BGAAP accounting principles with regard to earnings recognition, rather than the budget accounting principles as applied by the Belgian state.

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In its meeting dated April 30, 2015, the ad hoc committee recommended to the Board of Directors to submit a first bid while not yet providing a reasoned opinion. At that time, the tender procedure was still an open, competitive tender, with two other candidates selected and supposed to submit a bid as well.

When bpost became the sole, remaining bidder, the ad hoc committee requested HazelHeartwood to deliver an independent financial expert opinion. HazelHeartwood delivered its report on August 27, 2015, concluding that the transaction does not imply an economic disadvantage for the shareholders of bpost.

Subsequently the ad hoc committee delivered a formal opinion during its meeting of September 3, 2015, leading to the following conclusion, as appears from an extract of the ad hoc committee's minutes of September 3, 2015:

"Based on the considerations above and after having reviewed the terms of the Transaction, the Committee is of the opinion that the proposed Transaction will not cause a prejudice to bpost NV/SA that is abusive given the strategy of the Company. The Committee also believes that the Transaction is unlikely to result in adverse consequences that are not compensated for by benefits for bpost NV/SA."

Following the meeting of the ad hoc committee, the Board of Directors held a meeting on September 3 and 4, 2015. It appeared from an extract of the minutes of this meeting that:

The Board of Directors unanimously decided to grant:

Formal approval of the Concession Contracts with regard to newspapers and periodicals to be entered into between bpost and the Belgian State and all supporting documents (including the annexes) to these Contracts, substantially in the form attached to this decision; […]";

The statutory auditors, Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises and PVMD Bedrijfsrevisoren/Réviseurs d'Entreprises, came to the conclusion that the financial information included in the opinion of the ad hoc committee and the minutes of the Board of Directors was reliable.

The procedure of Article 524 of the Belgian Companies Code, as incorporated in the Corporate Governance Charter of bpost, was applied a second time in the context of the 6th Management Contract.

Further to this, the Board of Directors requested the ad hoc committee to issue a reasoned opinion in application of the procedure of Article 524 of the Belgian Companies Code.

The ad hoc committee requested HazelHeartwood to deliver an independent financial expert opinion. HazelHeartwood delivered its report on August 27, 2015, concluding that the possible disadvantage of the 6th Management Contract was, in light of the company's strategy, not manifestly abusive, nor detrimental to bpost.

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Following the meeting of the ad hoc Committee, the Board of Directors held a meeting on September 3 and 4, 2015. It appeared from an extract of the minutes of this meeting:

The Committee further invited Management to continue its dialogue with the Belgian State with respect to its financial commitments to avoid a situation of unilateral decision by the Belgian State not to pay 6,5 Mio EUR as under the 5th Management Contract, and to report back to the Board.

The Board of Directors unanimously decided to grant:

Formal approval – in accordance with Article 4, §2 of the Law of 21 March 1991 - of the 6th Management Contract (substantially in the form of the draft text of the 6th Management Contract attached to this decision file) to be entered into by the Company and the Belgian State; [...]";

Committees of the Board of Directors

Apart from the aforementioned ad hoc committee established pursuant to Article 524 of the Belgian Companies Code and bpost's Corporate Governance Charter, the Board of Directors has established three Board committees, which are responsible for assisting the Board of Directors and making recommendations in specific fields: the Strategic Committee, the Audit Committee (in accordance with Article 526bis of the Belgian Companies Code) and the Remuneration and Nomination Committee (in accordance with Article 526quater of the Belgian Companies Code). The terms of reference of these Board committees are set out in the Corporate Governance Charter.

Strategic Committee

The Strategic Committee advises the Board of Directors on strategic matters and shall, in particular:

review industry developments on a regular basis, review the objectives and strategies of bpost and its subsidiaries and recommend corrective actions;
review the draft business plan submitted each year by the Management Committee;
review strategic transactions proposed by the Management Committee or the Group Executive Management, including strategic acquisitions and divestitures, formation and termination of strategic alliances or longer-term cooperation agreements, launching of new product segments and entry into

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new products or geographical markets or withdrawal from any such product segments or geographical markets;

• monitor the implementation of such strategic projects and of the business plan.

The Strategic Committee is composed as follows: (i) the CEO, who chairs the committee, (ii) three directors appointed by the Belgian State (provided that, upon the termination of office of the first of such three directors who were designated members of this Committee, due to expiration of its term or otherwise, such director shall be replaced, within this Committee, by another director nominated by the electoral college composed of all shareholders except Public Institutions) and (iii) one director nominated by the electoral college composed of all shareholders except Public Institutions.

The Strategic Committee was, per December 31, 2015, composed of the following 5 members:

Name	Position	Director since	Mandate expires	Presence at meetings in 2015
Arthur Goethals	Non-Executive Director	2006	2018	6/6
Luc Lallemand	Non-Executive Director	2002	2018	4/6
Laurent Levaux	Non-Executive Director	2012	2018	5/6
Michael Stone	Independent Director	2014	2018	6/6
Koen Van Gerven (Chairperson)	CEO and Director	2014	2020	6/6

The Strategic Committee met six times in 2015.

Audit Committee

The Audit Committee advises the Board of Directors on accounting, audit and internal control matters, and shall, in particular:

review accounting policies and conventions;
review the draft annual accounts and examine whether the proposed distribution of earnings and profits is consistent with the business plan and the observance of applicable solvency and debt coverage ratios;
review the draft annual budget submitted by the Management Committee and monitor compliance with the budget in the course of the year;
review the quality of financial information furnished to the shareholders and the market;
monitor and oversee the internal audit process, internal controls and risk management, including for bpost and its subsidiaries as a whole;
propose candidates for the two statutory auditors to be appointed by the Shareholders' Meeting;
monitor the statutory audit of the annual and consolidated accounts, including any follow-up on any questions and recommendations made by the external auditors; and
review the external audit process and monitor the independence of the statutory auditors and any non-audit services rendered by them.

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group. The other members of the Audit Committee also hold or have held several board or executive mandates in top tier companies or organizations.

The Audit Committee was, per December 31, 2015, composed of the following 5 members:

Name	Position	Director since	Mandate expires	Presence meetings 2015
François Cornelis (Chairperson)	Independent Director	2013	2019	6/6
Sophie Dutordoir	Independent Director	2013	2019	4/6
Bernadette Lambrechts	Non-Executive Director	2014	2020	5/6
Ray Stewart	Independent Director	2014	2018	4/6
Caroline Ven	Non-Executive Director	2012	2018	6/6

The Audit Committee met six times in 2015.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee advises the Board of Directors principally on matters regarding the appointment and remuneration of directors and senior management and shall, in particular:

identify and nominate, for the approval of the Board of Directors, candidates to fill vacancies as they arise, taking into account the 1991 Law. In this respect, the Remuneration and Nomination Committee shall consider proposals made by relevant parties, including shareholders;
advise on proposals for appointment originating from shareholders;
advise the Board of Directors on the appointment of the CEO and on the CEO's proposals for the appointment of other members of the Management Committee and of the Group Executive Management;
advise the Board of Directors on the remuneration of the CEO and the other members of the Management Committee and of the Group Executive Management and arrangements on early termination;
review any share-based or other incentive scheme for the directors, members of the Management Committee, members of the Group Executive Management and employees;
establish performance targets and conduct performance reviews for the CEO and other members of the Management Committee and of the Group Executive Management;
advise the Board of Directors on the remuneration of the directors; and
submit a remuneration report to the Board of Directors.

The Remuneration and Nomination Committee is composed as follows: (i) three independent directors; (ii) one non-executive director appointed by the Belgian State, who chairs the Remuneration and Nomination Committee; and (iii) another non-executive director appointed by the Belgian State. The CEO participates with an advisory vote in the meetings of the Remuneration and Nomination Committee when the remuneration of the other members of the Management Committee is being discussed.

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The Remuneration and Nomination Committee was, per December 31, 2015, composed of the following 5 members:

Name	Position	Director since	Mandate expires	Presence at meetings in 2015
François Cornelis	Independent Director	2013	2019	4/5
Sophie Dutordoir	Independent Director	2013	2019	5/5
Bruno Holthof	Independent Director	2013	2019	5/5
Laurent Levaux	Non-Executive Director	2012	2018	1/5
Françoise Masai	Non-Executive Chairperson	of 2014	2018	5/5
(Chairperson)	the Board of Directors

The Remuneration and Nomination Committee met five times in 2015.

In 2015, the Remuneration and Nomination Committee discussed (amongst other things) the replacement of the CFO and the reshuffle of the Management Committee and Group Executive Committee; it also reflected on changes to the remuneration policy (e.g. long-term incentive schemes) further to a benchmark exercise with competitive companies.

Executive Management

CEO

The CEO was appointed for a term of six years by Royal Decree of February 26, 2014 deliberated in the Council of Ministers. This term can be renewed by the Board of Directors.

As from the entry into force of the December 2015 Law on January 12, 2015, the CEO will be appointed by the Board of Directors.

The CEO is vested with the day-to-day management of bpost. He is also entrusted with the execution of the resolutions of the Board of Directors and he represents bpost within the framework of its day-to-day management, including exercising the voting rights attached to shares and stakes held by bpost.

The CEO can be removed by the Board of Directors.

Management Committee

As required by the 1991 Law, the Board of Directors has established a Management Committee. This Management Committee is composed of the CEO, who chairs the Management Committee, and of maximum six other members. Upon proposal of the CEO and after having received the advice of the Remuneration and Nomination Committee, the Board of Directors appoints and removes the members of the Management Committee, other than the CEO. The Board of Directors determines the term and the specific conditions of the mandate of those members, after having received the advice of the Remuneration and Nomination Committee. With regards to the Belgian members, the Management Committee should comprise an equal number of Dutch speakers and French speakers, excluding, as the case may be, the CEO.

The Management Committee acts as a collegial body and convenes at the invitation of the CEO. The Management Committee decides with a simple majority of the votes cast. In the event of a tie of the votes within the Management Committee, the CEO has the casting vote.

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The Management Committee performs the powers assigned to it by the 1991 Law. The Management Committee prepares, under direction of the CEO, a business plan assessing the medium-term purposes and strategy of the company, which is submitted to the Board of Directors for approval. It also has the power to negotiate all renewals and amendments to the Management Contract concluded between the Belgian State and the company (it being understood that all such renewals and amendments require the subsequent approval of the Board of Directors).

Further to a Board decision dated July 29, 2015, the Management Committee was, per December 31, 2015, composed of the following members:

Name	Function
Koen Van Gerven	Chief Executive Officer
Philippe Dubois(1)	Director Mail Service Operations
Koen Beeckmans(2)(4)	Chief Financial Officer, Service Operations & ICT
Marc Huybrechts	Director Mail & Retail Solutions
Kurt Pierloot (3)	Director Parcels & International

(1) Philippe Dubois was appointed member of the Management Committee on September 1, 2015.
(2) Koen Beeckmans was appointed member of the Management Committee on November 1, 2015.
(3) Kurt Pierloot was until August 31, 2015 responsible for Mail Service Operations, and is since September 1, 2015 responsible for Parcels (in addition to International activities).
(4) Pierre Winand was until June 30, 2015 Chief Financial Officer and responsible for Service Operations & ICT.

Pursuant to the entry into force of the December 2015 Law on January 12, 2016, the powers to be assigned to the Management Committee on the basis of the 1991 Law are limited to the negotiation of the Management Contract with the Belgian State (it being understood that the Management Contract requires the subsequent approval of the Board of Directors).

Group Executive Management

The operational management of bpost is undertaken by the Group Executive Management under the leadership of the CEO. The Group Executive Management consists of the members of the Management Committee and a maximum of four other members, who are appointed (for the duration the Board determines) and removed by the Board of Directors, upon proposal of the CEO and advice of the Remuneration and Nomination Committee. The Group Executive Management convenes regularly at the invitation of the CEO. The individual members of the Group Executive Management exercise the special powers delegated to them by the Board of Directors or the CEO, as the case may be.

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The Group Executive Management was, per December 31, 2015, composed of the following members:

Name	Function
Koen Van Gerven	Chief Executive Officer
Koen Beeckmans(1)(4)	Chief Financial Officer, Service Operations & ICT
Philippe Dubois(2)	Director Mail Service Operations
Marc Huybrechts	Director Mail & Retail Solutions
Mark Michiels	Chief Human Resources & Organization
Kurt Pierloot(3)	Director International & Parcels

⁽¹⁾ Koen Beeckmans was appointed member of the Group Executive Management on November 1, 2015.

Company Secretary

The Board of Directors, the advisory committees of the Board of Directors, the Management Committee and the Group Executive Management are assisted by the Company Secretary, Dirk Tirez, who is also bpost's Chief Legal Officer. He was appointed in October 2007.

Board of Auditors

The audit of the financial condition and the unconsolidated financial statements of bpost is entrusted to a Board of Auditors composed of four members, two of which are appointed by the Shareholders' Meeting and two of which by the Court of Audit, the Belgian institution responsible for the verification of public accounts (Cour des Comptes/Rekenhof). The members of the Board of Auditors are appointed for renewable terms of three years. The Shareholders' Meeting determines the remuneration of the members of the Board of Auditors.

The Board of Auditors was, at December 31, 2015, composed of:

Ernst & Young Bedrijfsrevisoren BV CVBA ("EY"), represented by Mr. Eric Golenvaux (member of the Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren), De Kleetlaan 2, 1831 Diegem, Belgium;
PVMD Bedrijfsrevisoren-Reviseurs d'Entreprises SC SCRL ("PVMD"), represented by Mrs. Caroline Baert (member of the Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren), Rue de l'Yser 207, 4430 Ans, Belgium;
Mr. Philippe Roland, Member of the Court of Audit (Rekenhof/Cour des Comptes) and First President of the Court of Audit, Rue de la Régence 2, 1000 Brussels, Belgium; and
Mr. Jozef Beckers, Member of the Court of Audit (Rekenhof/Cour des Comptes), Rue de la Régence 2, 1000 Brussels, Belgium.

The mandates of Mr. Philippe Roland and Mr. Jozef Beckers have been renewed for a new term of three years in 2013. The mandates of EY and PVMD have been renewed for a new term of three years during the Shareholders' Meeting of May 13, 2015.

⁽²⁾ Philippe Dubois was appointed member of the Group Executive Management on September 1, 2015.

⁽³⁾ Kurt Pierloot was until August 31, 2015 responsible for Mail Service Operations, and is since September 1, 2015 responsible for Parcels (in addition to International activities).

⁽⁴⁾ Pierre Winand was until June 30, 2015 Chief Financial Officer and responsible for Service Operations & ICT.

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EY and PVMD are responsible for the audit of the consolidated financial statements of bpost. For the year ended December 31, 2015 EY and PVMD received 325,000 EUR (excluding value added tax) in fees for the audit of the financial statements of bpost and its subsidiaries and 106.861,31 EUR (excluding value-added tax) in fees for non-audit services. The other members of the Board of Auditors received 58.082 EUR in remuneration for their services in connection with the audit of the nonconsolidated financial statements of bpost for the year ended December 31, 2015.

Government Commissioner

Up until the entry into force of the December 2015 Law on January 12, 2016, bpost was subject to the administrative supervision of the Belgian Minister responsible for public enterprises who exercises such control through a Government Commissioner. The role of the Government Commissioner was to ensure compliance with the requirements of Belgian law, the Articles of Association and the Management Contract. In addition, the Government Commissioner reported to the Minister of the Budget on all decisions of bpost having an impact on the Belgian State's budget.

The Government Commissioner was Mr. Luc Windmolders and his substitute was Mr. Marc Boeykens.

Shareholding structure and shareholders rights

bpost's shares are registered or dematerialized. At December 31, 2015, the share capital of bpost was represented by 200,000,944 shares. The shares are listed on the NYSE Euronext Brussels.

With respectively 48,263,200 and 53,812,449 bpost shares in their possession on December 31, 2015, the Belgian State and the SFPI/FPIM together had a participation of 51,04% (respectively of 24.13% and 26.91%) of the shares with voting rights emitted by bpost.

The remaining shares are held by individual shareholders and European and international institutional shareholders who hold shares directly in bpost. None of these persons, either individually or in concert with others, have as at December 31, 2015, filed a transparency declaration informing that the initial 3% threshold was reached.

The shares are freely transferable, provided that, according to Article 147bis of the 1991 Law and Article 16 of the Articles of Association, the direct participation of Public Institutions in the registered capital exceeds at any time 50%. However, pursuant to the entry into force of the December 2015 Law on January 12, 2016, the Belgian Government is empowered until December 31, 2018 to approve, by Royal Decree discussed in the Council of Ministers, transaction(s) that cause the direct participation of Public Institutions to drop below 50% + 1 share.

On July 15, 2015, the lock-up period of two years on the shares acquired by employees of bpost under the Employee Offering that took place at the same time as the listing of bpost on the NYSE Euronext Brussels, ended. From that date such shares are also freely transferable.

At December 31, 2015, bpost did not hold any own shares.

Each share entitles its holder to one vote. Except as required by the Belgian Companies Code and the specific majorities mentioned hereafter, all resolutions of the Shareholders' Meeting are adopted by a majority of the votes cast. Without prejudice to the quorum and special majority requirements set forth in the Belgian

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Companies Code, the adoption of the following resolutions of the Shareholders' Meeting require a majority of the votes cast by the public institutions and a majority of the votes cast by the other shareholders of bpost:

1. any amendment to the definition of independent director, Strategic Partner or Private Shareholder;
1. any amendment to the composition of the Board of Directors or the manner of appointment or dismissal of directors; and
1. any amendment to the quorum and majority requirements set forth in Article 45, §3, Article 28 or Article 29, §2 of the Articles of Association.

These specific majorities do not apply for amendments that merely reflect a change in law.

Apart from the restrictions on voting rights imposed by law, the articles of association provide that, in the event shares are held by more than one owner, are pledged, or if the rights attaching to the shares are subject to joint ownership, usufruct or any other kind of split up of such rights, the Board of Directors may suspend the exercise of the rights attached to such shares until one person has been appointed as the sole representative of the relevant shares vis-à-vis bpost.

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Remuneration report

Procedure applied to develop a remuneration policy and fix individual remuneration of management

As a limited liability company under public law and in compliance with applicable Corporate Governance requirements, bpost has developed a specific remuneration policy, decided by the Board of Directors upon recommendation of the Remuneration and Nomination Committee. The remuneration policy takes into account the different groups of employees of bpost and is regularly assessed and updated if and when appropriate. Any change in this policy is approved by the Board upon recommendation of the Remuneration and Nomination Committee.

The remuneration policy aims to offer an equitable reward package to all employees and managers, which is competitive with the Belgian reference market composed of large Belgian companies. The total reward package aims to a well-balanced mix of financial and non-financial elements. To that effect, a comparison of the various compensation elements to the median of the Belgian reference market is regularly carried out.

Furthermore, in order to achieve sustainable and profitable growth, performance at both collective and individual level are rewarded. Such reward system has the ambition to be an affordable and easy to understand system that is linked to corporate results, such as EBIT and customer loyalty and that allows differentiation at individual level in view of performance and talent. At the same time, it aims to create sustainable long term value.

bpost considers that a transparent communication on the principles and implementation of the remuneration policy is essential.

bpost distinguishes 3 different groups, for which the basic remuneration principles will be explained and detailed hereafter:

1. Members of the Board of Directors
1. CEO
1. Members of the Management Committee and other members of the Group Executive Management

The content of this report does not relate to bpost's Belgian and foreign subsidiaries. With regard to the foreign subsidiaries, a separate remuneration policy has been established, in line with market standards and which is likely to attract and retain qualified and experienced executives.

Remuneration principles

Remuneration of the Members of the Board of Directors

The remuneration of the members of the Board of Directors was decided by the Shareholders' Meeting of April 25, 2000.

Pursuant to that decision, the members of the Board of Directors (with the exception of the CEO) are entitled to receive the following gross annual remuneration:

• 39,341.71 EUR for the Chairperson of the Board of Directors, who also chairs the Joint Industrial Committee (Paritair Comité / Commission Paritaire) of bpost, as indexed per March 1, 2015;

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• 19,670.92 EUR for the other directors, with the exception of the CEO, as indexed per March 1, 2015.

These amounts are indexed annually.

Pursuant to the decision of the Shareholders' Meeting of April 25, 2000, the members of the Board of Directors (with the exception of the CEO) are also entitled to an attendance fee of 1,639.62 EUR per attendance at one of the Committees established by the Board of Directors.

No other benefits are paid to the members of the Board of Directors for their mandate as director.

The CEO is not entitled to any kind of remuneration for attendance to any of the Board of Directors or Board Committee meetings.

During the financial year 2015, the members of the Board of Directors, with the exception of the CEO, received the following total gross annual remuneration (*):

Member	Board meetings	Audit Committee	Strategic Committee	Remuneration & Nomination Committee	Ad hoc Committee	TOTAL
Arthur Goethals	19,670.92 EUR	N/A	8,198.10 EUR	N/A	N/A	27,869.02 EUR
Luc Lallemand	19,670.92 EUR	N/A	4,918.86 EUR	N/A	N/A	24,589.78 EUR
Laurent Levaux	19,670.92 EUR	N/A	6,558.48 EUR	1,639.62 EUR	N/A	27,869.02 EUR
Caroline Ven	19,670.92 EUR	9,835.47 EUR	N/A	N/A	N/A	29,506.39 EUR
François Cornelis	19,670.92 EUR	9,835.47 EUR	N/A	6,558.48 EUR	4,918.86 EUR	40,983.73 EUR
Sophie Dutordoir	19,670.92 EUR	8,195.85 EUR	N/A	8,198.10 EUR	8,198.10 EUR	44,262.97 EUR
Bruno Holthof	19,670.92 EUR	N/A	N/A	8,198.10 EUR	8,198.10 EUR	36,067.12 EUR
Françoise Masai	39,341.71 EUR	N/A	N/A	8,198.10 EUR	N/A	47,539.81 EUR
Ray Stewart	19,670.92 EUR	8,195.85 EUR	N/A	N/A	8,198.10 EUR	36,064.87 EUR
Michael Stone	19,670.92 EUR	N/A	8,198.10 EUR	N/A	8,198.10 EUR	36,067.12 EUR
Bernadette Lambrechts	19,670.92 EUR	8,195.85 EUR	N/A	N/A	N/A	27,866.77 EUR

^(*) These amounts cover all amounts paid out in FY 2015. Please do note that attendance fees are only paid out the month following the attended Board Committee meeting. This means that the amounts paid out in FY 2015 relate to attendance to Board Committee meetings held from December 2014 till November 2015.

Remuneration of the CEO

The remuneration package of the CEO consists of a base salary of 467,520 EUR, a short-term on target variable remuneration of 150,000 EUR, a pension contribution of 32,480 EUR and various other components such as death in service & disability coverage, representation allowances and a company car.

The CEO's variable remuneration is granted under the terms and conditions defined on an annual basis and approved by the Board of Directors of bpost, upon

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recommendation of the Remuneration and Nomination Committee. For performance in 2015 (for which payment occurs in 2016), the Board of Directors agreed to apply the same conditions and modalities as applicable to bpost's management population: the short term variable remuneration is based on a 'multiplier system' whereby the actual variable salary paid out can vary depending on the corporate and individual performance and competences.

For the CEO, the corporate objectives are financial (EBIT – weight 70% and Operating Free Cash Flow – weight 30%). The pay-out grid was determined and validated by the Board of Directors upon recommendation of the Remuneration and Nomination Committee. Maximum pay-out per criterion is set at 135%.

Individual objectives are mutually agreed upon by the CEO and the Board of Directors and clear deliverables and KPI's to be reached in an agreed timeframe are set. The pay-out range for the CEO is not different than for the members of the Management Committee and Group Executive Management.

The total remuneration for the year ending December 31, 2015, paid to Koen Van Gerven in his capacity as CEO as from the date of his appointment amounts to 549,429 EUR and can be broken down as follows:

Base salary: 467,520 EUR (gross)
Variable remuneration: to be determined in 2016 after evaluation of his performance
Pension and death in service and disability coverage: 59,418 EUR
Other compensation components (representation allowances): 3,300 EUR
Leasing costs for company car: 19,191 EUR

In 2015, the CEO was paid a variable remuneration amounting to 207,345 EUR for his performance over 2014 (which was only determined at his evaluation in 2015).

No shares, stock options or other rights to award shares were granted to or exercised by the CEO or expired in 2015. No options under previous stock option plans were still outstanding for exercise in 2015.

While there are no future changes as to the remuneration of the CEO at this stage, the Remuneration and Nomination Committee will reflect from time to time on changes to the remuneration policy in light of market practice.

Remuneration of Management Committee and of other members of Group Executive Management

The remuneration package of the Management Committee and Group Executive Management is reviewed on a regular basis and approved by the Board of Directors upon recommendation of the Nomination and Remuneration Committee. It is based on a benchmark exercise comparing bpost with large Belgian companies.

bpost's objective is to offer a total remuneration package which is in line with the median of the reference market.

While there are no future changes as to the remuneration of the Management Committee and the Group Executive Management at this stage, the Remuneration and Nomination Committee will reflect from time to time on changes to the remuneration policy in light of market practice.

The different elements of the remuneration package are:

Base salary

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The base salary is benchmarked with other large Belgian companies, in line with the abovementioned principles.

The individual base salary is based on:

Function
Relevant experience
Performance

The performance of each individual is reviewed annually in a "Performance Management Process" (PMP).

Variable salary

A variable salary may be granted, based on the achievement of:

Corporate objectives
Individual objectives

The target variable salary is set as a percentage of the annual base salary. bpost uses a multiplication system whereby the actual variable salary paid out can vary depending on the corporate and individual performance and competences.

The corporate objectives are both financial (EBIT – weight 70%) and non-financial (customer loyalty – weight 30%). Per criterion a pay-out grid is determined and validated each year by the Board of Directors upon recommendation of the Remuneration and Nomination Committee. Maximum pay-out per criterion is set at 135%.

Individual objectives are mutually agreed upon by each member of the Management Committee/Group Executive Management and the CEO at the start of the Performance Management Process (PMP). Clear deliverables and KPI's to be reached in an agreed timeframe are set. Pay-out range goes from 0% in case of underperformance to 160% in case of overperformance.

Other benefits

bpost offers other benefits, such as pension, death and disability insurance, hospitalization insurance, company car, etc. These benefits are benchmarked regularly and adapted according to standard practices.

For the year ended December 31, 2015, a global remuneration of 2,191,299 EUR was paid to the members of the Management Committee and Group Executive Management, other than the CEO (compared to 2,819,141 EUR for the year ended December 31, 2014) and can be broken down as follows:

Base salary: 1,333,427 EUR (gross) paid under employment agreements, excluding social security contributions paid by bpost;
Variable remuneration: 638,295 EUR (gross) (performance driven bonus paid in cash relating to the performance in 2014);
Pension and death in service and disability coverage: 136,900 EUR;
Other compensation components (representation allowances and luncheon vouchers): 15,613 EUR;
Leasing costs for company car: 67,064 EUR.

No shares, stock options or other rights to award shares were granted to or exercised by the Management Committee or Group Executive Management or expired in 2015. No options under previous stock option plans were still outstanding for exercise in 2015.

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It should be noted that the global remuneration was impacted by the following changes in the compositions of the Management Committee and Group Executive Management:

Pierre Winand left bpost as of June 30, 2015 and hence the Management Committee and Group Executive Management;
Koen Beeckmans joined bpost as member of the Management Committee and Group Executive Management as of November 1, 2015;
Philippe Dubois, member of bpost key management, was appointed as member of the Management Committee and Group Executive Management as from September 1, 2015;
Kurt Pierloot, member of the Management Committee responsible for Mail Service Operations and International, became responsible for Parcels and International; his responsibility for Mail Service Operations was transferred to Philippe Dubois.

Clawback provisions

The current remuneration policy does not provide for a specific contractual clawback stipulation in favor of bpost for the variable remuneration granted on the basis of incorrect financial information.

Termination provisions

In case of termination by bpost before the end of the current mandate and not for reason of material breach, the CEO is entitled to a termination indemnity of 500,000 EUR. Additionally, the CEO is entitled to the use of a vehicle for 6 months after the date of termination, including all expenses relating to the use of this vehicle, except for the fuel card.

No other member of the Management Committee or Group Executive Management is entitled to specific contractual termination arrangements, except for Marc Huybrechts and Koen Beeckmans who in case of dismissal without cause are entitled to respectively a minimum severance pay of 6 months, and a minimum notice period or severance pay of 12 months compensation, it being understood that the latter is decreased to 6 months if the non-compete clause is applied.

In case of automatic termination upon expiry of the six-year term and the appointment by bpost of another CEO, the CEO is subject to a non-compete clause for a period of 1 year from the date of termination of his mandate. He will receive a non-competition indemnity of 500,000 EUR, unless bpost waives the application of such clause.

All members of the Management Committee and Group Executive Management, except for Mark Michiels, are subject to non-compete clauses for a period of 12 to 24 months from the date of their resignation or termination restricting their ability to work for bpost's competitors. All such members of the Management Committee and Group Executive Management, are entitled to receive compensation in an amount equal to 6 to 12 months of salary if these non-compete clauses are applied.

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Internal control and risk management

Internal control and risk management systems in relation to the preparation of the consolidated financial statements

The following description of bpost's internal control and risk management activities is a factual description of the activities performed. The description uses the structure recommended by the Commission on Corporate Governance.

Control environment

The control environment with regards to the preparation of the consolidated financial statements is organized through several functions.

The accounting and control organization consists of three levels: (i) the accounting team in the different legal entities responsible for the preparation and reporting of the financial information, (ii) the business controllers at the different operating units of the organization responsible inter alia for the review of the financial information in their area of responsibility, and (iii) the Group Finance Department, responsible for the final review of the financial information of the different legal entities and operating units and for the preparation of the consolidated financial statements.

Next to the structured controls outlined above, bpost's external auditors perform independent interim and year-end control procedures on the financial statements.

The Internal Audit Department conducts a risk based audit program to provide assurance on the internal control effectiveness and risk management in the different processes at legal entity level.

bpost's consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards board and which have been endorsed by the European Union. All IFRS accounting principles, guidelines and interpretations, to be applied by all legal entities and operating units, are communicated on a regular basis by the Group Finance Department to the accounting teams in the different legal entities and operating units. IFRS trainings take place when deemed necessary or appropriate.

The vast majority of the Group companies use the same software to report the financial data for consolidation and external reporting purposes. For those that do not use the software, the Group Finance Department ensures that their reporting is aligned with the Group's chart of accounts and accounting principles before introducing them in the reporting and consolidation software.

Risk assessment

Appropriate measures are taken to ensure a timely and qualitative reporting and to reduce the potential risks related to the financial reporting process, including: (i) careful and detailed planning of all activities, including owners and timings, (ii) guidelines which are communicated by Group Finance to the various participants in the process prior to the closing, including relevant points of attention, and (iii) follow-up and feedback of the timelines, quality and lessons learned in order to strive for continuous improvement. A quarterly review takes place of the financial results which are reviewed in details by Management and are presented to and reviewed by the Audit Committee. A half-year review of the financial results is also performed which are reviewed by and discussed with the Statutory Auditor. Material

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changes to the IFRS accounting principles are coordinated by the Group Finance Department, reviewed by the Statutory Auditor, approved by the Audit Committee, and by the Board of Directors of bpost. Material changes to the statutory accounting principles of bpost or of other group companies are approved by the relevant Boards of Directors.

Control activities

The proper application by the legal entities of the accounting principles as described in the notes to the financial statements and as communicated to them by the Group Finance Department, as well as the accuracy, consistency and completeness of the reported information, is reviewed on an ongoing basis by the control organization (as described above) through a process of account justification and review. Policies and procedures are in place for the most important underlying processes (sales, procurement, investments, treasury, etc.) and are subject to: (i) regular controls by the respective management teams, and (ii) and independent evaluation and review by the Internal Audit Department during their audit. A close monitoring of potential segregation of duties conflicts in the main IT system is carried out on a regular basis.

Information and communication

A very significant proportion of the Group's turnover, expenses and profit is generated by the Group's parent company, bpost SA-NV which is also the main operating company. All operating units of this company use an ERP system platform to support the efficient processing of business transactions and provide its management with transparent and reliable management information to monitor, control and direct its business operations. The provision of information technology services to run, maintain and develop those systems is performed by a professional IT service delivery department which is monitored on its delivery performance through service level agreements as well as performance and incident reporting. bpost has implemented management processes to ensure that appropriate measures are taken on a daily basis to sustain the performance, availability and integrity of its IT systems. Proper assignment of responsibilities, and coordination between the pertinent departments, ensures an efficient and timely communication process of periodic financial information to Management and to the Board of Directors. Information accuracy, security and availability are always considered by the Internal Audit Department as part of the regular audits or special assignments. Detailed financial information is provided on a monthly basis to Management and to the Board of Directors. bpost makes financial information available to the market on a quarterly, half-yearly and annual basis. Prior to the external reporting, the financial information is subject to (i) the appropriate controls by the abovementioned control organization, (ii) review by the Audit Committee, and (iii) approval by the Board of Directors of bpost.

Monitoring

Any significant change of the IFRS accounting principles as applied by bpost is subject to approval by the Audit Committee and by the Board of Directors. When relevant, the members of the Audit Committee are updated on the evolution and important changes in the underlying IFRS standards. All relevant financial information is presented to the Audit Committee and the Board of Directors to enable them to analyze the financial statements. Relevant findings by the Internal Audit Department and/or the Statutory Auditor on the application of the accounting principles, as well as the adequacy of the policies and procedures, and segregation of duties, are reported to the Audit Committee on a quarterly basis. Also a quarterly treasury update is submitted to the Audit Committee. A procedure is in place to convene the appropriate governing body of bpost on short notice if and when circumstances so dictate.

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Internal control and risk management systems in general

The Board of Directors and the Group Executive Management have approved the bpost Code of Conduct, which was first issued in 2007 and updated in 2011. The Code of Conduct sets forth the basic principles of how bpost wants to do business. Implementation of the Code of Conduct is mandatory for all companies of the Group. More detailed policies and guidelines are developed as considered necessary to ensure consistent implementation of the Code of Conduct throughout the Group.

Furthermore, in order to comply with legislation on insider dealing and market manipulation, the company adopted a Dealing and Disclosure Code prior to the initial public offering. This Code aims to create awareness about possible improper conduct by employees, senior employees and directors and contains strict rules of confidentiality and non-use of "price sensitive" information. The rules of this Code have been widely communicated within the Group and the Code is available to all employees. A list of employees having regular access to "price sensitive" information is kept, and key employees were requested to confirm that they have read and agreed to comply with the Dealing and Disclosure Code. Closed periods (including prohibited periods) are defined and communicated widely and any transaction on shares within such periods must be communicated to and cleared by the Compliance Officer.

In conformity with the law of August 2, 2002, persons with leading responsibilities have been informed of their obligation to declare to the Financial Services and Markets Authority every transaction involving shares of bpost.

bpost's internal control framework consists of a number of policies for the main business processes. A three lines of defense model has been implemented in bpost. The design and maintenance of internal controls is under the responsibility of process owners (first line) and is monitored by second line (Compliance, Internal Control and Risk Management) and third line (internal audit) functions. The third line reports independently to the Audit Committee on a quarterly basis on audit results and on the status of follow-up of audit recommendations.

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12.Information required by article 523 of the Companies code

The Charter of the Board of Directors of bpost, which was adopted on January 17, 2006, provides that "the Board must immediately be informed about any potential conflicts of interest in respect of the Directors and an appropriate solution must be undertaken".

In accordance with Article 523 of the Belgian Companies Code, Mr. Koen Van Gerven declared to have a personal conflict of interest of patrimonial nature in connection with his annual evaluation as CEO, item of the Board of Director's meeting of March, 16 2015. He informed bpost's auditors of this conflict of interest and decided not to participate in the deliberation or voting on this item.

13. Information required by article 524 of the Companies code

The Board of Directors has twice applied the procedure of Article 524 of the Belgian Companies Code, as incorporated in the Corporate Governance Charter of bpost: in the context of the distribution of newspapers and periodicals and in the context of the 6th Management Contract. bpost will receive a maximum compensation (excluding inflation)³ for both the distribution of newspapers and periodicals and the 6th management contract of EUR 261.0 million in 2016, EUR 260.8 million in 2017, EUR 257.6 million in 2018, EUR 252.6 million in 2019 and EUR 245.6 million in 2020. These amounts need to be inflated on a cumulated yearly basis. The decrease in total compensation is based upon volume estimates for press and a sharing mechanism for efficiency gains in both press and other SGEIs.

Further to this, the Board of Directors requested the ad hoc committee to issue a reasoned opinion in application of the procedure of Article 524 of the Belgian Companies Code.

³ These amounts are based on IFRS and BGAAP accounting principles with regard to earnings recognition, rather than the budget accounting principles as applied by the Belgian state.

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Company. The Committee also believes that the Transaction is unlikely to result in adverse consequences that are not compensated for by benefits for bpost NV/SA."

Following the meeting of the ad hoc committee, the Board of Directors held a meeting on September 3 and 4, 2015. It appeared from an extract of the minutes of this meeting that:

The Board of Directors unanimously decided to grant:

The procedure of Article 524 of the Belgian Companies Code, as incorporated in the Corporate Governance Charter of bpost, was applied a second time in the context of the 6th Management Contract.

Further to this, the Board of Directors requested the ad hoc committee to issue a reasoned opinion in application of the procedure of Article 524 of the Belgian Companies Code.

Following the meeting of the ad hoc Committee, the Board of Directors held a meeting on September 3 and 4, 2015. It appeared from an extract of the minutes of this meeting:

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The Board of Directors unanimously decided to grant:

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REPORT OF THE AUDITORS

Free translation from the Dutch/French original

REPORT OF THE JOINT AUDITORS, MEMBERS OF THE BELGIAN INSTITUTE OF REGISTERED AUDITORS, TO THE BOARD OF DIRECTORS OF THE COMPANY BPOST SA DE DROIT PUBLIC / BPOST NV VAN PUBLIEK RECHT ON THE STATEMENT OF ASSETS AND LIABILITIES FOR THE PURPOSE OF THE DISTRIBUTION OF AN INTERIM DIVIDEND

Mission

In accordance with article 618 of the Company Code and the by-laws of your company, and, in our capacity as auditors, members of the Belgian Institute of Registered Auditors, we hereby report to you on the statement of assets and liabilities of your company as of 31 October 2015, prepared for the purpose of the distribution of an interim dividend.

More than six months have elapsed since the end of the previous financial year and the annual accounts in respect of that financial year have been approved by the General Assembly of Shareholders. The statement of assets and liabilities, that serves as a basis for determining the results, is less than 2 months old and has been prepared taking into account a consistent application of the existing accounting principles.

The Board of Directors considers to distribute an interim dividend of € 210.000.991.

Examination procedures

We conducted our limited review of the statement of assets and liabilities as of 31 October 2015 in accordance the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" applicable to review engagements. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also noted that the by-laws provides the Board of Directors with the authority to distribute an interim dividend.

We have no knowledge of events that occurred after the preparation of the above mentioned statement of assets and liabilities that are of such a nature that they would have a significant impact on the statement of assets and liabilities as of 31 October 2015.

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Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the statement of assets and liabilities as of 31 October 2015 with a balance sheet total of $\in 1.795.631.100$ and a profit for the period of $\in 211.063.003$ does not give a true and fair view of the financial position of the company as at 31 October 2015 and of its financial performance for the ten months period then ended, in accordance with the accounting principles applicable in Belgium.

The profit for the ten months period ending 31 October 2015, which amounts to $\in$ 211.063.003 is, taking into account the non-available reserves to be established in accordance with legal or statutory requirements, sufficient to distribute an interim dividend for an amount of $\in$ 210.000.991.

Finally, it should be noted that, in accordance with article 618 of the Company Code, this report will be added to our auditor's report on the accounts of the current accounting year.

Diegem, 24 November 2015

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

Ernst & Young Bedrijfsrevisoren BCVBA represented by

PVMD Bedrijfsrevisoren BCBVA represented by

Eric Golenvaux Partner* Caroline Baert Partner

^* Acting on behalf of BVBA/SPRL

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Joint Auditor's report to the general meeting of bpost SA de droit public / bpost NV van publick recht for the year ended 31 December 2015

As required by law and the Company's by-laws, we report to you in the context of our Joint Auditor's mandate. This report includes our opinion on the balance sheet as at 31 December 2015, the income statement for the year ended 31 December 2015 and the disclosures (all elements together "the Annual Accounts") and includes as well our report on other legal and regulatory requirements.

Report on the Annual Accounts - Unqualified opinion

We have audited the Annual Accounts of bpost SA de droit public / bpost NV van publiek recht ("the Company") as of and for the year ended 31 December 2015, prepared in accordance with the financial-reporting framework applicable in Belgium, which show a balance sheet total of $\in$ 1.787.769 thousands and of which the income statement shows a profit for the year of $\in$ 287.731 thousands.

Responsibility of the Board of Directors for the preparation of the Annual Accounts

The Board of Directors is responsible for the preparation of Annual Accounts that give a true and fair view in accordance with the financial-reporting framework as applicable in Belgium. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation of Annual Accounts that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the given circumstances.

Responsibility of the Joint Auditor

Our responsibility is to express an opinion on these Annual Accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Annual Accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Annual Accounts. The procedures selected depend on the Joint Auditor's judgment, including the assessment of the risks of material misstatement of the Annual Accounts, whether due to fraud or error. In making those risk assessments, the Joint Auditor considers internal control relevant to the Company's preparation and presentation of the Annual Accounts that give a true and fair view, in order to design audit procedures that are appropriate 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, the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the Annual Accounts.

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

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REPORT OF THE AUDITORS

Report of the Joint Auditors dated 9 March 2016 on the Annual Accounts of bpost SA de droit public / bpost NV van publiek recht as of and for the year ended 31 December 2015 (continued)

Unqualified opinion

In our opinion, the Annual Accounts give a true and fair view of the Company's net equity and financial position as at 31 December 2015, and of its results for the year then ended, prepared 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 Board of Director's report on the Annual Accounts, in accordance with article 96 of the Belgian Company Code, as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Belgian Company Code and with the Company's by-laws.

In the context of our mandate and in accordance with the additional standard issued by the 'Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises' as published in the Belgian Gazette on 28 August 2013 (the "Additional Standard"), it is our responsibility to perform certain procedures to verify, in all material respects, compliance with certain legal and regulatory requirements, as defined in the Additional Standard. On this basis, we make the following additional statements, which do not modify the scope of our opinion on the Annual Accounts.

► The Board of Director's report on the Annual Accounts includes the information required by law, is consistent with the Annual Accounts and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
Without prejudice to certain 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 general meeting complies with the relevant requirements of the law and the Company's by-laws.
► There are no transactions undertaken or decisions taken in breach of the by-laws or of the Belgian Company Code that we have to report to you.
In accordance with article 524 of the Company Code, the Joint Auditors Members of the Belgian Institute of Registered Auditors, issued an audit report with respect to the specific audit procedures performed on the information included in the report of the ad hoc Committee of the independent directors dated 3 September 2015 and included in the minutes of the Board of the Directors dated 4 September 2015 relating to the tendering procedure to award the service concession for the distribution of newspapers and periodicals and an audit report relating to the approval of the 6^th management contract between bpost SA/NV and the Belgian State for the execution of services of general economic interest. Both reports can be found in attachment to this report.

4° 7 8

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Report of the Joint Auditors dated 9 March 2016 on the Annual Accounts of boost SA de droit public / boost NV van publiek recht as of and for the year ended 31 December 2015 (continued)

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. Koen Van Gerven, Chief Executive Officer of the Company at the time of the meeting of the Board of Directors held on 16 March 2015. The conflict of interest relates to the discussions on the assessment of his annual performance during the meeting of the Board of Directors held on 16 March 2015.
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, 9 March 2016

The Joint Auditors Members of the Belgian Institute of Registered Auditors

Ernst & Young Bedrijfsrevisoren BCVBA

Represented by /

PVMD Bedrijfsrevisoren BCVBA

Represented by

Eric Golenvaux

Partner*

*Acting on behalf of BVBA

Caroline Baert

Partner

Het Rekenhof - Cour des Comptes

Philipe Roland Chairman Jozef Beckers Councellor

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AI assistant

bpost SA/NV — Audit Report / Information 2015

3922_rns_2016-04-06_16d6b780-8086-4922-806a-a99a92a02528.PDF

ANNUAL ACCOUNTS IN EURO (2 decimals)

VAN GERVEN KOEN

MASAI FRANCOISE

LALLEMAND LUC

GOETHALS ARTHUR

VEN CAROLINE

LEVAUX LAURENT

CORNELIS FRANCOIS

DUTORDOIR SOPHIE

HOLTHOF BRUNO

LAMBRECHTS BERNADETTE

STEWART RAY

STONE MICHAEL

ERNST & YOUNG REVISEURS D'ENTREPRISE - BEDRIJFSREVISOREN SCCRL/BCVBA 0446.334.711

PVMD REVISEURS D'ENTREPRISE - BEDRIJFSREVISOREN 0471.089.804

BECKERS JOZEF

ROLAND PHILIPPE

DECLARATION ABOUT SUPPLEMENTARY AUDITING OR ADJUSTMENT MISSION

BALANCE SHEET

INCOME STATEMENT

APPROPRIATION ACCOUNT

STATEMENT OF INTANGIBLE FIXED ASSETS

STATEMENT OF TANGIBLE FIXED ASSETS

STATEMENT OF FINANCIAL FIXED ASSETS

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES INFORMATION RELATING TO THE SHARE IN THE CAPITAL

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES INFORMATION RELATING TO THE SHARE IN THE CAPITAL

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES INFORMATION RELATING TO THE SHARE IN THE CAPITAL

OTHER INVESTMENTS AND DEPOSIT, DEFFERED CHARGES AND ACCRUED INCOME (ASSETS)

DEFFERED CHARGES AND ACCRUED INCOME

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

ALLOCATION OF THE HEADING 163/5 OF LIABILITIES IF THE AMOUNT IS CONSIDERABLE

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

ACCRUED CHARGES AND DEFERRED INCOME

Allocation of the heading 492/3 of liabilities if the amount is considerable

OPERATING RESULTS

FINANCIAL AND EXTRAORDINARY RESULTS

EXTRAORDINARY RESULTS

INCOME TAXES AND OTHER TAXES

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

INFORMATION RELATING TO TECHNICAL GUARANTEES, IN RESPECT OF SALES OR SERVICES

INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS NOT MENTIONED ABOVE

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS NOT MENTIONED ABOVE

NATURE AND BUSINESS PURPOSE OF OFF-BALANCE SHEET ARRANGEMENTS

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

TRANSACTIONS WITH RELATED PARTIES OUTSIDE NORMAL MARKET CONDITIONS

FINANCIAL RELATIONSHIPS WITH

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION THAT MUST BE PROVIDED BY EACH COMPANY, THAT IS SUBJECT OF COMPANY LAW ON THE CONSOLIDATED ANNUAL ACCOUNTS OF ENTERPRISES

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE COMPANY IN BELGIUM WITH THE AUDITOR(S) OR PEOPLE HE (THEY) IS (ARE) LINKED TO

SOCIAL REPORT

STATEMENT OF THE PERSONS EMPLOYED EMPLOYEES FOR WHOM THE COMPANY HAS SUBMITTED A DIMONA DECLARATION OR ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

TABLE OF PERSONNEL CHANGES DURING THE PERIOD

INFORMATION WITH REGARD TO TRAINING RECEIVED BY EMPLOYEES DURING THE PERIOD

VALUATION RULES

I. Principle

2. Fixed assets

Formation expenses:

Reorganization costs:

Intangible fixed assets:

Tangible fixed assets:

VALUATION RULES

Financial fixed assets:

3. Current assets

Inventories:

Products:

VALUATION RULES

Contracts in progress:

4. Liabilities

Debts:

Foreign currencies:

Leasing agreements:

bpost SA/NV Audit Report / Information 2015