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AGM 2023

Apr 18, 2023

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

I'm pleased to welcome you at this annual general meeting of shareholders of PostNL. As Chair of the Supervisory Board, I am also chairing this meeting. 2022 was a year of challenges. The macroeconomic and geopolitical environment boosted inflation and pressured labor costs, which reduced consumer confidence and in turn impacted consumer spending. Given the impact of the challenging macroeconomic circumstances since the end of February 2022, the Board of Management took swift and solid action to improve operational efficiency and retain our financial position so that this supported the progression of results in 2022. While progression continued in important areas such as digital transformation and sustainability, concluding new CLAs and adapting the pension scheme through an agreement that benefits both employees and participants of the pension funds as PostNL. PostNL also completed the first ever buyback of 51 million shares that year.

The proactive approach of management ensures a good starting position for PostNL to resume growth in e-commerce. The management team was renewed under the ages of the Board of Management, including the new membership of the Executive Committee. We're pleased with this Executive Committee membership and are fully confident that in the Board of Management that they will be guiding PostNL through these tough times. Following last year's meeting, we are also appealing you to ensure respectful and orderly procedure in the meeting. Of course, you're free to disagree with things, but please express your disagreement with respect, and you may expect us to reply to all your questions. In no way whatsoever will we tolerate discriminatory or hateful remarks or people being treated in unpleasant ways or remarks that are irrelevant

Should this happen, you will no longer have the floor. Let's all ensure that this meeting, progress well and constructively and that we all feel safe at this meeting. To ensure that all shareholders can take part in the meeting, we have once again convened a hybrid meeting. Shareholders that registered to attend the meeting online have the opportunity, as they did last year, to participate in the vote and to ask questions during the meeting via the chat. All members of the supervisory board and the board of management are present today. The supervisory board members that you did not see on, or around the stage are participating online. Of course, they are available live to answer any questions you may have. In addition, our civil law notary, Mrs. Cremers and Mr. Smeets and Mrs. Van Boxel from our external auditor, KPMG, are present as well.

Mr. Smeets signs off on the audit of both the financial statements and the audit of the non-financial performance statements of PostNL. I'm pleased to welcome all of you. I am also pleased to welcome the chair and representatives of the Central Works Council and the representation of the Foundation Continuity PostNL, and they are present or are viewing via the webcast. The Central Works Council has stated that they will not be using their right to address this meeting. Martin Plavec is present online as well, since his intended appointment is on today's agenda. I'm pleased to welcome him as well. Later on, he will introduce himself to you, and you may ask him any questions you have later on as well.

Next to me, present here are the Board of Management, Herna Verhagen and Pim Berendsen, the Audit Committee Chair, Koos Timmermans, the Chair of the Remuneration Committee, Ad Melkert, as well as Marike van Lier Lels, given her intended reappointment, of course our Company Secretary, Ewout de Wit. Ewout will take the minutes for this meeting. They will be made available via the PostNL website. In keeping with corporate governance code, the draft minutes will be made available no later than 3 months from now. Then you will have three months to provide comment. Afterwards, the secretary and the Supervisory Board Chair will adopt the minutes. If you would like to receive the minutes from this meeting at your home, please send Ewout an email. You'll find his email address in the convening notice and agenda for this meeting.

Now, some formal remarks about the meeting. The meeting has been legally convened on 7 March 2023 through publication on the PostNL website and a press release. Record date was 21 March 2023. The convening notice included the complete agenda with all annexes and was placed for perusal as prescribed and made available. The exact attendance sheet and data about the number of votes that may be cast at this meeting are not available yet. I'll get back to you later on in this meeting about those. I can tell you that at present, 487,530,628 ordinary PostNL shares are in issue. PostNL does not hold any of these shares. All formalities have been complied with so that valid decisions may be taken on all voting items. We also have some general remarks.

If you have questions about PostNL services, please contact our customer service at PostNL. As every year, part of the presentation that you'll see on the screen will be in English. This is for the benefit of foreign shareholders attending online. The official language of this meeting will be Dutch today. Interpreters who are present are interpreting everything live. We have also given shareholders the opportunity to submit questions in advance so that we can provide answers to these questions during the meeting. We will start by addressing the received questions, each agenda item wherever possible. We have clustered similar questions. Everybody in the room is requested kindly but explicitly to formulate questions clearly to the people seated at this table and to limit the number of questions to a maximum of three per agenda item.

Of course, questions should relate to PostNL and the agenda items at this meeting. I would also request that you state your names clearly before asking your question for the minutes. You are logged on via the ABN AMRO system. You can ask questions relating to all items at the agenda via the chat feature. If you would like to do so, please formulate your question clearly to the people seated at the table. Limit your the number of questions to three per agenda item. Please state your name clearly before asking your question for the minutes. Questions submitted via the chat reach us after which, once again, the questions are clustered in the answers. You may not hear your literal question.

We also regard questions that we have answered as having been addressed, so questions about the same topic will not be answered twice. In conclusion, as indicated, we also request that you allow the meeting to progress in a respectful and orderly manner. Let's all ensure that this meeting progresses well and is a constructive experience. On to the items on the agenda. Agenda item two concerns addressing the report from the Board of Management. We'll start with 2A concerning the course of events in the 2022 financial year. First, Herna Verhagen, Chair of the Board of Management, will elaborate on the main events in 2022. Afterwards, Pim Berendsen, CFO and Member of the Board of Management, will elaborate on the financial course of events in 2022.

They will also elaborate on the most important trends in ESG and on our expectations and ambitions for the future. I am now pleased to give Herna the floor. Can everybody hear me? Yes, perfect. Welcome. As Jan mentioned, Pim and I will review 2022 with you, we'll of course discuss our expectations from 2023 and a little bit about 2024. Let's start with the turbulence we experienced last year and continue to experience in part. The start of the war in Ukraine at the end of February led to many changes. At that point, we were just emerging from COVID and had expected in 2022 to head into a normal year, the war changed that. We noticed that in part due to geopolitical struggles as well as insecurity.

We saw that it took much longer for items from Asia to reach Europe, the bottlenecks in the supply chain persisted. We observed them during COVID, they were not resolved. We saw a slowdown in economic growth, we noticed that in recession fears. The Dutch worried that the Netherlands would lapse into a recession and that reduced consumer confidence. In 2022, it also meant fewer orders were placed. The labor market was tight. There was a labor shortage, especially in our postal company, that was a problem. We still experience some of that problem because we cannot recruit enough mail carriers. On that same market where everybody had expected parcel volumes to rise, we saw a decrease in parcel volumes, which led to surplus capacity. That surplus capacity persists in 2023 as well.

On the other hand, this is good news, we also noticed that all uncertainty relating to the war and uncertainty relating to energy and costs incurred did not reduce consideration for ESG. Attention to labor and net carbon footprint remained as well. The title of the annual report is also the heading of this slide. We navigated a turbulent environment. The huge differences between the beginning of the year when we launched our expectations for 2022 and the war in Ukraine had just started versus what else happened in that year, shows how sweeping those changes really were. When we presented our figures at the end of February, we expected our organic cost to rise by about EUR 70 million.

That turned out to be 135 million, which was roughly double what we had expected because of assumed CLA agreements as well as adjustments for inflation, our de-delivery partners. We expected 3%-5% volume growth in parcels. Because Dutch people nonetheless took a different view of spending and certainty, uncertainty, we wrapped up the year with a decline of 10% in volume. If you examine how that impacted our performance and profitability, that amounts to a reduction of about EUR 100 million. The volumes in Mail in the Netherlands declined by 8%, which aligns with our expectation of 8%-10%. Last year, we took a great many measures to accommodate all those unexpected developments and the rise in our organic costs. We wanted to mitigate that as much as possible.

That's the EUR 45 million you see at the right-hand of this slide. Those are the measures that we took in part at parcels to curtail costs. Our adjusted EBIT therefore amounts to EUR 84 million for the entire year, 2022. Zeroing in on our strategy, you see important strategic objectives that relate to the value we deliver to customers and the value that we can deliver to our employees and the value we deliver to the environment, and what we can do to mitigate our environmental impact. Here are the results that we achieved in 2022. In 2022, we noted that 33% of our customers was highly satisfied, and about 84% was satisfied in 2022. The quality of parcel delivery hovered around 98%, and that's about at target.

Because of the large number of vacancies in Mail in the Netherlands, the quality of delivery of mail in the Netherlands was approximately 91%, which is below our target of 95%. In keeping with our strategy, we continued to roll out automated parcel lockers. By the year-end, we had about 517 of them, and we expect to place an additional 100 in the course of this year. Of course, we continued investing in our app for tracking what happens to our parcels. We now have 66% active users of this app. About 8 million Dutch people have downloaded this app. There are retail locations for parcels at nearly 5,500 sites in the Netherlands. As for social value, employee engagement was approximately 81%, which is a bit below last year when it was 84%.

Our absenteeism due to sickness at 7.4% is higher than what we would like it to be and higher than what we projected. This relates in part to catch-up operations such as medical care that was postponed as a result of COVID. It was partly because of the influenza wave, as well as because people had become overworked. We reached an agreement with the pension fund and the trade unions so that at the end of the year, we were able to provide a 10% pension indexation. We secured three CLAs last year. In CO₂, we see that we saved 22% in CO₂ emission. We also improved our carbon efficiency. That's the number of grams per kilometer.

We became net zero because we have managed to offset any remaining CO₂ emissions through procurement of other items. Of course, we believe that the way we run the company and the efficiency we accomplish and the profitability that we accomplish are crucial for the survival of PostNL, together with satisfied customers. They're the ones who ultimately entrust their post and parcels to us, satisfied employees, and care for our society. Regarding our strategy. Our strategy comprises several very important elements. We believe in growth for parcels. I'll elaborate on that in a separate slide. In Mail in the Netherlands, we expect ongoing volume declines. We're anticipating another 8%-10% in 2023, as well as in subsequent years.

That means that in Mail Netherlands, we have to work very hard both on changes within the company to achieve a certain profitability. On the other hand, we're facing increased prices for stamps, et cetera. A year and a half ago, we launched Digital Next, which is an important strategic pillar to continue digitalizing our online services and to simplify and reinforce how we process parcels and mail. To reinforce the foundations of our company in 2023, we've indicated that we aim to cut costs further by 200-300 FTEs in overhead and other indirect cost measures. In 2024, we expect to achieve EUR 25 million in cost savings, increasing to EUR 30 million in 2024.

We will continue implementing other measures that are important to ensure sufficient continuity, such as price adjustments, as well as continuing to scale our organization according to the actual incoming volumes. On the other hand, continuing productivity and efficiency improvements as needed. Why do we believe that the growth in parcels will resume? We did the same when we reported our Q4 figures in February to shareholders. We used the same graph. We note that the growth in parcels relates closely to 2 elements. On the one hand, it relates to economic growth, so in other words, % of retail spending and online spending. On the other hand, it relates to online penetration. The moment economic growth resumes and growth continues in online penetration, you'll achieve growth in e-commerce volumes.

If you plot the growth in e-commerce growth, you see that during COVID, that's the steep rise. Afterwards you see an ongoing rise in % of retail spend. We believe firmly that growth in parcels will resume probably in 2024. That's a very important reason for us to continue our strategy and keep investing in our strategy and to maintain our expectation for that toward 2024. In other words, we're confident that PostNL is well-positioned and that the measures that we take in 2023 will continue to position the company well to resume an e-commerce growth path. The economic environment and the environment in which we work will remain uncertain in the coming year, and that will have an impact. We expect, however, heading toward 2024 that growth in e-commerce will resume.

As for the adversity that we notice in 2023, that surfaces in our expectation of EUR 70-100 million in EBIT. We expect a gradual margin improvement, mainly in parcels from 2024 and beyond. Our aim to pay dividend has not changed, not in 2023 or 2024 or afterwards. We would like to zero in on the results of parcels in Mail in the Netherlands and how we examined the changes from 2023- 2024, and I'll have Pim walk you through that. Thanks. Thank you, Herna.

Pim Berendsen
CFO, PostNL

Good afternoon, ladies and gentlemen. Let's zoom in on the details of the financial performance of the business segments. Let us start, as we usually do, with parcels, which is an important element, and the highlights have already been covered by Herna. 344 million parcels have been delivered this year. If we then look at the reported numbers, you see that this is significantly lower than last year, a 10% decline, and that is due to the fact that we compared with a COVID year. If you adjust for that, underlying domestic volume increased by 2%. This, along with the cost increase, is the most important explanation of the decline in results from 2021 to 2022 of EUR 158 million.

If you take out the non-COVID, you are left with a lower result on slide six that Herna just showed us. We see the main components, EUR 100 million decline in performance in parcels. We had expected growth 3%-5%, and it became a 10% decline, and this affected us by EUR 100 million. On the other side, we have organic costs that are double what they were. We saw that the prices had already been fixed with our customers, and this has led to EUR 50 million-EUR 60 million in results decline. Within parcels, we have taken all the measures that we could to mitigate this. Efficiency levels were better throughout the year than in the previous year. This led to an improvement of EUR 45 million in terms of mitigating measures that Herna has showed you.

All in all, this explains the development of our performance in parcels. Now, it's important to see what happened in Spring. Spring Europe did well in 2022. Actually, what we see from the end of the third quarter, we see a gradual improvement of cross-border e-commerce business that Spring services for us. All in all, this was a year in which we started with the expectation of growth. The growth expectation because of the war and everything else, lower consumer spend and higher organic costs led to a decline, that led to EUR 65 million result in parcels. Mail in the Netherlands. We feel that this is a good performance given the market dynamics that we just explained. The volume decline as expected, 8% approximately.

If you then adjust for COVID, 6.4% decline, EUR 107 million as compared to EUR 160 million in the previous year. Only EUR 15 million lower in revenue if you adjust for the non-COVID effect. Of course, that's always the trick. How can we make sure that the volume decline and the organic cost increase can be offset with cost savings and price increases? Also within the postal business, we'd hoped we saw that the costs were higher because of fuel and labor related cost increases. Higher than expected, and that explains the fact that we've diverged from the EUR 15 million as compared to 2021, pre-COVID. That in terms of performance and revenue, free cash flow, EUR 84 million normalized EBIT to a free cash flow of EUR 40 million.

In the comparative figures, actually, the most important explanation for the difference of EUR 288 of the previous year lies in the much lower result that we just discussed. Furthermore, there are a number of elements that I would like to highlight here. At a CapEx level, the investment level, along with lease payments, the amounts are similar to previous year. We're also convinced that we need to concentrate on the return of the e-commerce volumes. The expectation that those volumes will return, we need to anticipate on that. The working capital, here we see a positive contribution, 2021. We've been able to hold on to that. Our expectation at the beginning of the year was that part of that would decline or would increase to bigger investments. We anticipated on that.

There was only a light investment in working capital in 2022 as a consequence of all the measures that we took. At the bottom of the slide, you see -EUR 28 million, that has got to do with the payment of transitional pension agreements with the pension fund, which is EUR 12 million more than we had anticipated, one of the outcomes of the pension deal that Herna referred to. There are a number of important elements in this respect. First of all, for those who are participating in the pension fund, the retired persons and others, there's a 10% indexation of their entitlements and an adjustment of the pension from defined benefit to defined contribution. There's also a restitution stipulation. In the past, personnel had to make extra payments if there was an undercoverage.

Now we have an adjustment or a discount of the overall amount that we had to pay in terms of provisions of EUR 20 million. For that, we paid the account sooner than expected. Part was in December and part was before the end of quarter one. That was all in all, a very good deal for all parties involved in the pension fund, employer, employees, and the fund itself. Now, profit and loss account, cash flow lead to the balance sheet. You know that we are focusing on a financial policy in which we don't want the debt to be more than two times the adjusted EBITDA figure, because we consider this to be a translation of the credit rating that is linked to BBB.

That's an investment grade. It's an important point of departure of our policy. The adjusted debt in December 31, 2021 -D ecember 31, 2022 has increased by EUR 250 billion, despite a positive free cash flow. That is because in 2022, we conducted the first tranche of the share buyback program, EUR 64 million, more or less, and then the cash dividends that throughout the year were paid out. It's important to take a minute to zoom in on how do we use the leverage in our balance sheet for the benefit of investment decisions? To start with, we really focus on anything we can do to make the company as sustainable as possible and as competitive as possible.

Second is the acceleration of digital transformation, because we are convinced that this, in the long run, is in the interest of the company. Third, regular dividend in accordance with dividend policy. Only then will we see whether there are possibilities to expand in a disciplined way that would lead to value creation on the part of the business. If there's a bit more, if there are a bit more possibilities in the balance sheet, we will see whether there are any possibilities for share buyback or an extraordinary dividend as we decided to do, year-end 2021. This takes us to dividend and the dividend proposals that will be discussed here at the meeting. EUR 0.16 dividend per share, EUR 0.14 of which has already been paid out as an interim dividend.

2%, EUR 0.02 is the final dividend as proposed. This is, of course, based on the dividend policy in which the shareholder will decide whether or not to receive this in cash or in stock. We have the de-debt position and the worsening market positions, and therefore, we decided that the second tranche of the share buyback program, for the moment, will be postponed until the balance sheet allows us to resume this first step of the capital allocation process. After 2022, you then take a look at 2023 and how you can move to that perspective, that outlook, and that's what this slide is about. The EUR 84 million adjusted EBIT of last year. From that, we move to an outlook of between EUR 70 million-EUR 100 million for this year.

This is in part due to the fact that the market uncertainties that we experienced this past year will continue, are continuing in 2023. Here, starting at the bottom, you see EUR 75 million improvement of lower pension expenses because the pension agreement has been adjusted in the profit and loss account. The pension expense has been replaced by the pension cash out. As a consequence, we have EUR 75 million less in terms of the P&L charge. On the other hand, we've pointed out that we are taking additional measures to recover the margins in e-commerce, and we're taking a provision of about EUR 20 million. That's what we expect. Then we see that the company goes a bit back business-wise, and Post goes back or declines a bit relatively.

In terms of parcels, we expect a slight decline of the volume as a consequence of a slightly increasing market volume, and only a percentage point market share loss because of overcapacity in the market. We really want to be very disciplined in the field of price policy, and we don't want to follow all the competitors with very low prices, and that'll lead to the loss of a bit of market share. We've accounted for that here. In Post and in Mail, you see that organic cost increases are much higher than what we expected, and we cannot offset that with cost savings, more cost savings. Price increases will help a bit, but ordinarily, price increases will help offset half of the volume decline.

We can't do that now because the price increases are there to offset organic cost increases, so there's nothing left to offset volume decline. All these elements together mean that we started the year with the expectation of a result somewhere between EUR 70 million and EUR 100 million. This is the item of organic cost pressure. You see EUR 185 organic cost increase from EUR 135 it was from 2021 to 2022. The amount has increased even further, and we can't entirely offset that with higher price setting. There will always be a negative impact on our income.

There's no amount here, but it must be somewhere around EUR 30 million-EUR 35 million lower result, a mismatch between organic cost increases and the pricing that we can pass on to our customers that are in the same market and that are facing the same lower consumer spend. EUR 185 million has can be broken down 50/50 between Labor-related cost increases and other cost increases in transport and fuel, energy, etcetera, are important cost drivers. Let's move on to the outlook. EUR 70 million-EUR 100 million, we discussed that. Normalized EBIT, normalized comprehensive income, EUR 40 million-EUR 70 million, and a free cash flow of EUR 10 million-EUR 40 million.

We thought it was important not only to give you an outlook for 2023, but also to point out that we expect that the margins in 2023 and 2024 will recover slowly but surely, because we do assume that because of organic growth in the Netherlands and the online penetration, the recovery here will boost revenue, and that will lead to margin recovery. 200 basis points improvement of the margin is what we expect. 300 will have to come from e-commerce and about 100 in the mails, in the mail side. All in all, that's about 200 basis points margin improvement. EBITDA will increase more strongly than ordinary EBIT, simply because the D&A item will increase from one year to the next.

Finally, on the basis of normalized comprehensive income, we will be paying out a dividend that will be developing in line with the underlying business performance. With that, Jan, I'm pleased to give the floor back to you.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you, herna and Pim. Before I give the floor to Koos, I would just like to take a moment to address the executive committee, the board of management, and all employees of PostNL, thank them for their commitment and hard work for PostNL. They have anticipated as best they could the extraordinary market conditions that PostNL is dealing with. Now I'm happy to give the floor to Koos Timmermans. He is the chair of the audit committee, and on behalf of the audit committee, he will be giving a brief presentation.

Koos Timmerman
Chair of the audit commitee, PostNL

Thank you, Jan.

This year, the audit committee and the supervisory board or board of management have had a very constructive meetings. In official meetings and outside these meetings, we extensively looked into the quality of financial administration and the internal and external financial reporting that is based on it. The same applies to the findings based on the internal control framework, and also the findings of the internal audit work of PostNL and KPMG's work. We've paid special attention to operational and financial impact of macroeconomic developments with respect to PostNL. You just heard about that.

Also the key audit matters put forward by KPMG, such as the ongoing, pending criminal investigation in Belgium, the evaluation investments in subsidiaries of PostNL in the ordinary financial statements, and the agreement achieved regarding the pensions, are topics that have been discussed on several occasions in the audit committee. Other topics discussed in the audit committee on a regular basis were the main important financial factors that affect the implementation of the strategic plan, development of financial results of PostNL, such as volume development, pricing, cost and margin development, competition, market share, investments, and economic and market developments. Cost-cutting, rules and regulations, also IT, cybersecurity, and digital ethics have been discussed on a regular basis, such as a risk analysis concerning strategic, operational, and reporting and compliance topics, including determining the risk appetite and assessing the control measures.

We also regularly looked into the developments of specific accounting topics and rules and regulations in terms of financial reporting. We also regularly discussed following up on the improvement points put forward by KPMG and EY with respect to 2022. Of course, the audit committee also paid attention to sustainability and non-financial reporting, especially the EU taxonomy, but also reporting obligations concerning CSRD and also CSDDD that is emerging. These are topics that keep coming up in the audit committee. Other subjects that we also looked into are the development of working capital, strategy of parcels, development of costs, savings at Mail in the Netherlands, also the share buyback program, and pausing that. Shareholders' capital dividend, shareholders' review, and other things were discussed. Also in the audit report, we refer to integrity.

Fraud and possible reports of whistleblowers are also taken on board. Based on analysis that was shared with the audit committee, we reached the conclusion that in 2022, there were no material cases of fraud that were identified. Furthermore, the audit committee and also the supervisory board, along with the board of management, looked into the findings of KPMG. With respect to all the points, the board of management, in openness and in all transparency, shared their views and discussed the findings and measures with us. Furthermore, the chairman of the audit committee, but also the other supervisory directors, regularly talk to KPMG outside the meetings and also with the head of the internal audit department.

Financial year 2022 was the first audit year for KPMG, and on behalf of the Audit Committee, I can confirm that the transfer, the handover from EY to KPMG went well and smoothly. KPMG has performed well in the first audit year. The main key audit matters have been reported by KPMG, have been included in page 250 of the annual report. KPMG will also present the findings of their audit in a couple of moments. The Audit Committee, once again, is of the opinion that the Board of Management in its decisions and its actions, but also the estimates that they made has been very realistic. The Audit Committee has appreciated the open and constructive way of working of the Board of Management. Thank you for your attention.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you, Koos, for this description. Now I'm going to hand you over to our lead auditor, Mr. Smeets, Roeland Smeets, who will describe the findings arising from the KPMG's first year of audit at PostNL. Our auditor is free to communicate openly about his findings and to answer questions from shareholders. You have the floor, Roeland.

Roeland Smeets
Member of audit commitee, PostNL

Good afternoon, ladies and gentlemen. I'm Roeland Smeets, and I'm your external auditor on behalf of KPMG. This is the first time I'm addressing you as your auditor, so you are my principal as shareholders. I'm pleased to take this opportunity to elaborate in more detail on our audit of the PostNL financial statements for 2022. As indicated by the supervisory board chairman, PostNL has given me discretion to describe what we as auditor consider to be relevant for you as shareholders, following on the new procedure from 1118.

I'm going to tell you about the following topics, the assessment, the process, and the findings. The assessment, the audit statement, the audit opinion is the conclusion of our audit. On 27th February 2023, we issued an unqualified audit statement for the 2022 financial statements of PostNL, as reflected on pages 250-259 of the financial statements. The financial statements accurately reflect and are in accordance with IFRS and Title 9 Civil Code, the annual report are compatible with the financial statements and do not contain material errors and comprise all information required by Dutch law. In other words, the financial statements accurately reflect the previous year and the state of affairs.

On balance sheet date, we achieved our assessment by planning our duties and carrying them out to have adequate and suitable audit information. We have conducted it with a reasonable measure of certainty to do everything possible to ensure that the financial statements were faithful as reflected by law. That's not quite the same as absolute certainty, but nonetheless, we've It's conceivable that we did not discover all errors and fraud during our audit. In summary, we believe that something is material if the inaccuracy is such that it's reasonable to influence the financial statements. At PostNL, the materiality is EUR 15 million, which is 0.5% of the revenue.

We discussed the progress and findings of our audit with the management and the Audit Committee at various points. We reported our final findings to the Supervisory Board and in our management letter, reported any deviations exceeding EUR 750,000 to the management and the Supervisory Board members. There were no uncorrected audit difference. There were some corrected differences limited. They were limited for the organization in size and complexity at PostNL. With the exception of Spring Hong Kong, the audit duties were carried out for group sections in scope. For Spring Hong Kong, we used KPMG Hong Kong, which operated according to our instructions. We maintained frequent contact about the audit and assessed the reports. All this resulted in cover of 87% of the total revenue, 91% of the total assets.

We regard this as robust cover of our audit. The remaining 13% of the total revenue, 9% of the total assets are represented by some considerably smaller group companies that none of which accounts for over 2% of the total revenue and 3% of the total assets. We conducted our audit using operations from the internal audit department of PostNL, using their in-depth knowledge of the firm. In advance, we reached agreements about the nature and scope of the duties to be performed, the reports and the documentation. We assessed the duties relevant for our audit and ensured that these duties were suitable for our audit and subsequently determined which duties were to be performed by our own audit team.

Within our audit, we perform a risk analysis. Focus on the areas where the risk of errors in the financial statements is greatest. These are generally large entries or entries that management assesses to be significant. In our risk assessment, we include the internal control environment and structure fraud risk factors relating to fraudulent financial reporting, improperly acquiring assets, failure to comply with legislation, regulation, continuity risks and climate related risks. We discuss such risks on our audit team so that we are consistently alert to new insights and developments, and we share those with the audit teams of group companies. Together with our specialists such as IT auditors, appraisal experts and forensic specialists, we evaluate whether these factors indicate a risk of a materially important deviation. Where necessary, we consult other specialists.

To exclude fraud in the financial statements wherever possible, we perform various measures, and you'll see a list in our auditor's opinion. Consider performing data analyses on journal entries with a higher risk, such as unexpected entries or entries at unexpected points in time. When we find these, we refer to the source documentation wherever possible. We assess the main estimates, such as some outstanding positions with other international postal companies known as final costs, and determining provisions to ascertain whether there's any improper influencing by management. We include some unpredictability in our audit duties, and we take note of things reported via the incident register, whistleblower regulations, or other complaints procedures of the company. We assess the results of the investigation by the management into such matters, and we ask the management for information regarding internal control concerning compliance with legislation, regulations.

We consistently assess the outcome of all audit duties in light of fraud or non-compliance with re-regulations and legislation wherever necessary. We have examined relevant risks and resulting consequences for audit duties. Again, in all audit duties, we have considered the risk that management might transcend internal management measures, including evaluation of indications concerning possible improper influencing by management. Our regular audit duties obviously differ from specific forensic fraud investigation. In addition regarding fraud, we had no cause, in addition to the regular duties, to conduct additional investigation or regular procedures. The addressing identified risks concerning fraud and non-compliance with legislation regulation have led to the highlight compliance of delivery partners in Belgium. More about that later.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

During our first year audit of PostNL, prior to the start of the audit, we drafted a detailed transition plan, including the declaration of independence. In mid 2021, we started our transition duties and were in close contact with the our predecessor auditors, EY, and assessed their audit files. During the year, we consulted management regularly, obtained insights into the activities and control environment, the audit environment, and asked for key accounting matters. Continuity. The board of management has performed its continuity assessment and did not identify any significant continuity risks. The financial statements have therefore been drafted subject to the principle of going concern. The results of our risk assessment procedures have not given cause to question this assessment or to perform additional audit duties based on the continuity assessment.

Roeland Smeets
Member of audit commitee, PostNL

In our audit, we assess the quality of internal management and administrative organization to examine which internal management is relevant for us and whether we can use it in the course of the audit. The objective is not to assess the effectiveness of internal management overall. Regarding internal management, we believe that PostNL has a mature internal control framework for the audit that balances preventive with investigative audits. There's an opportunity to automate further. The nature and scope of the improvement opportunities are limited and primarily concern procedural improvements in IT and documentation. We consider this robust and reported these findings in writing to the Supervisory Board in our management letter regarding culture. In our audit, we found great transparency and a commitment to contribute to PostNL's strategy.

Liesbet Hanekroot
Analyst, VBDO

PostNL has set up company-wide strategic programs to encourage teamwork between the business units and compliance. As included on page 81 of the annual report, PostNL acknowledges that given the increasing dependence of data and systems, cybersecurity has become still more important. Companies such as PostNL will always be vulnerable to certain attacks. In our audit, we examine the risk of material errors as a consequence of cyber risks. We have therefore performed activities to assess the impact of the reported cyber and IT incidents on our audit, as explained on page 81 of the annual report. We received information about the analysis of the management concerning the nature, scope, and duration of the incidents, including whether the IT systems subject to our audit had been compromised as well as financial information.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

We assessed whether we could rely on the automated audits and the other general IT audits. Based on these duties, we concluded that the incidents did not have a material impact on the financial statements and our audit. We examined whether the most important estimates were reasonable, and we also addressed the possibility of influence by the board of management of the company through retrospective review of the estimates from the previous year. We consider the estimates from the management balanced. As part of its strategy and internal management, the managem.nt examined the influence of climate on operations. Chapter 8 of the annual report elaborates on this. We have determined whether the acknowledged risks might have a material impact on the financial statements, distinguishing between physical and transition risks.

Physical risks are risks in the here present, whereas transition risks concern the way that the firm deals with the future risks of climate change. Based on the duties we performed, we determined that climate-related risks do not have a material influence on the financial statements, including the assessment of fixed assets subject to the EU IFRS requirements that do not materially influence the highlights of our audit. I'm going to tell you about the highlights of our audit. These are matters that, in our professional view, were the most important during our audit of the financial statements. We have acknowledged 4 highlights and reported on them during our audit to the Supervisory Board, and included them in our auditor's opinion. Final costs are significant for audit because of the amounts and the element of estimation involved.

Roeland Smeets
Member of audit commitee, PostNL

This position comprises a certain level of assessment by the management in calculating positions in which negotiations with counterparts, being international other postal companies about pricing volumes on balance sheet date are ongoing. We believe that the assumptions of the management regarding the final cost positions are reasonable, and that the explanations in the financial statements are appropriate. As explained in 3-5 to the 2022 financial statements, the main pension scheme has been amended into a collective available pension scheme. Settling the pension scheme was important for our audit because of the financial impact and its non-routine nature and complexity. We've determined that processing in compliance with IAS 19 staff remuneration is adequately presented and explained in the financial statements.

We've noticed that the ongoing criminal investigation by the Belgian judicial authorities about alleged violations of labor law in Belgium by PostNL delivery partners has been acknowledged as a highlight. We believe that this has properly been accounted and explained in the financial statements. Finally, the assessment of the investments in subsidiaries of PostNL in the corporate financial statements that is assessed on every reporting date. The model used to calculate the realizable value is complex and subject to assessments and estimates by management. We believe that the estimates of management are within a reasonable guidance and have believed that the explanation for investments in subsidiaries are adequate. As for other assurance, we have also provided a reasonable measure of certainty regarding the non-financial information in the annual report.

You'll find the specific context in about the assurance mission in the assurance report on page 260 through 262 of the annual report. We provided an unqualified insurance declaration concerning the non-financial information, all material, the important aspects that they are accurately reflect and take into consideration the reporting criteria. The audit assignment was not subject to the AFM review this year. I can tell you generally that the AFM has assessed multiple files at KPMG, and in all cases concluded that they were managed in alignment with the standards and have therefore been assessed sufficiently. The AFM acknowledges two possible outcomes, sufficient and insufficient. As for the audit for 2023, we are presently drafting our audit plan for 2023, and we'll discuss this with the audit committee in early May.

The approach and scope will resemble the one for 2022. That was my presentation. Thank you very much for listening and for your confidence. Of course, I'll be happy to answer any questions. I'll hand you back to the chairman now.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you, Roland, for your extensive explanation. Now we will take questions. Please take a seat because the questions can be put to all of us. One question was submitted in advance, but the party prefers to ask this question during the meeting, and of course, we will answer it. Who would like the floor first? We have two microphones. You are now standing at microphone one. It's positioned a bit too high. That's better. I have a bit of a cold. I had my Easter experience and then attended a concert. I've had a tough time.

Constant Stevense
Secretaris, Stichting Rechtsbescherming Beleggers

I'm Mr. Stevens from the Stichting Rechtsbescherming Beleggers.

I've reviewed everything as best I could. We know that last year there was a swift and adequate intervention when it turned out to be a bit less than expected. The parcel delivery service has surplus capacity. Have you ever thought of buying up competitors? After they're bought up, integrating them, then you wouldn't have as much competition. Margins of 3%-4% are poultry. In addition to the dividend, you have repurchased quite a few shares. Didn't you perhaps go overboard very early on? Wouldn't it have been better to bide your time and see what course things would take? Otherwise, it would have been difficult to fund them from the free cash flow. The free cash flow amounted to EUR 79 million.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

There's an additional EUR 30 million impact from the pension agreement, you need to subtract that. I believe you have asked three questions. Is that true? I wouldn't know. I would know.

Shall we answer these theee questions?

Constant Stevense
Secretaris, Stichting Rechtsbescherming Beleggers

Yes.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

You can take your seat again.

Constant Stevense
Secretaris, Stichting Rechtsbescherming Beleggers

What if I want to ask a sub-question? I'm sure others may ask the same question for you. If you take a seat, we'll answer your questions. Herna.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

I'll start with the first question about buying up competitors. Of course, we did that by purchasing Sandd in the postal service. That's known. As for parcels, that's not an option because PostNL has a significant market share, that option is not available. The next question about repurchasing shares and the cash flow, including the impact of the pension agreement.

Pim will answer that one.

Constant Stevense
Secretaris, Stichting Rechtsbescherming Beleggers

Thank you, Herna.

Pim Berendsen
CFO, PostNL

Your second question, Mr. Stevens. Did we repurchase too many shares too early? Let me go back to the capital allocation procedure. If I look at the end of 2021, our debt versus result equalled 0.4 times adjusted EBITDA. That's well below two, and the balance sheet at the time was very robust, and we had a huge cash position. We performed the capital allocation funnels steps, and thought the company was well-funded, and we maximized the figures and had a good financial year with dividends, so we saw no latitude for M&A transactions. At that time, with that balance sheet, and we considered repurchasing our own shares to be wise, because that would mitigate the dilution, and that way, shareholders could choose between cash and stocks for their dividend.

We, as given the balance sheet at the time and the expectations, we thought that would be a good decision. Given the current market trends and the balance sheet now and the leverage ratio that is now closer to two, we have decided not to carry out the second tranche of that buyback. That's the answer to your second question. Your third question was about the cash flow. We're reporting EUR 68 million free cash flow before exceptionals, and that the cash flow from business operations and EUR 28 million is to be subtracted toward the transition pension plans. Those are not regular pension payments. They're simply to accommodate a provision that predates the legislative amendment and that was envisaged on the balance sheet.

It's now fully due, and at the end of Q1 2023, the final payment was made, and it will not recur in future cash flow reports either.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Next question, please.

Speaker 16

Good afternoon. I'm Mr. Kane. I'm speaking on behalf of the VEB. Unlike Mr. Stevens, I do not have a cold, and I don't attend, well, music festivals anymore. I'm too old for that. As for music, the last time I attended was in 2019, four years ago, and in preparing for this shareholders meetings and some questions were obvious. I thought, my goodness, this looks familiar. I compared them to my notes from 2019 and they started with the same questions. Very specifically, my three questions today. When I open your annual report, the first few pages seem obvious. What does PostNL do? How many parcels do you send?

Performance criteria, customs, employees, sustainability. Then I get to the page with the financial results. There's 17 elements. All of them are deeply negative. I know that 2022 was a tough year for many firms, including PostNL. My point, and I made the same point in 2019, PostNL is experiencing a lot of economically unpleasant years, and I mean that with respect. That's the nature of the business as well as the way you're running this business. My suggestion in 2019, which I'm going to repeat, why don't you consider talking to somebody from private equity?

You might spend half a day with them, they often have an aggressive approach. I don't mean the hedge funds with their hit and run, perspective. These are people who have economic acumen. They're often quite aggressive, but they can help you make the right choices. These could be quite extreme for PostNL, but in the long run, they might work. You might, for example, say, "Okay, the postal market is diminishing, and it may belong with the government and parcels. We have UPS, TNT, and FedEx," perhaps PostNL could try to sell that component to the rest of the market. My question is, would you please review that with somebody who has a more aggressive capitalist approach?

If you look since PostNL was divested and launched on the stock exchange, it's not highly profitable. I understand that 2022 was a difficult year. That's question 1 was difficult. Question two relates to the fact that you needed to adjust your expectations downward during the year under review repeatedly. Specifically, do you have sufficient insight into your own market, and are you sufficiently in control of your own cost structure, or do you have to deal with a given fact and that this is the setting and that no other organization could do it much differently or better? Do you have a grip on an insight into what's happening on the market, and are you in control of your structure so that you can respond rapidly to the changing circumstances?

My final question, and it's more of the same basically, that high level of uncertainty. The results of PostNL are very volatile. That often means decline, but you had some good years when other firms were doing poorly. You got a boost, but often when your results are volatile, the risk profile of the firm is also high. I think that's simply a fact. PostNL has a high-risk profile. Investors, the people who provide capital, expect a higher return. You have not been able to deliver that higher return in the past 10 or 15 years. How long do you think it will take until the returns that the initial investors missed out on can be compensated? Those were my three questions for now. Herna, over to you for these questions. Yes, very well.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Regarding question one, I see the question from two perspectives. If you look at what we've done with the balance sheet, Pim can elaborate on that in a moment, then over the years, a great many measures have been taken to optimize that balance and in turn, to optimize our cash flow. If you were to compare that with private equity, that's exactly what private equity would be doing. Trying to figure out whether it might be good to split the company, as was asked for years ago, we disagree. This firm belongs together cohesively. It's strongly integrated at the back end, we believe that both business ends benefit from each other rather being a disadvantage to each other.

If the future, the future of PostNL is better served through cohesion, and I believe that Pim can also elaborate on what we did regarding the more private equity style perspective. Absolutely. Especially if you look back to 2019. Since then, I believe that we can mention quite a few wise decisions on our part that align with that. First, the acquisition of Sandd that resulted in huge economies of scale and stabilized the circumstances of PostNL and the fact that we very conveniently sold loss-making operations abroad and benefited the cash flow and can manage to use that to improve cash flow in the Netherlands. We also release non-strategic properties to use the balance to invest in other businesses. Our present pension deal improves us in all respects with IAS 19.

Even though those participating in the fund received an indexation of 10% rather than 4%. As for working capital employed, that's improved significantly in the business.

Pim Berendsen
CFO, PostNL

I think that as far as we're concerned, we provided maximum steering in the areas that we could influence to serve the interests of the firm. Those are a few. If necessary, I can share more. Over to your second question, the profit warnings in 2022. In our view, there's some significant factors. First, we aim for maximum transparency in our business to identify which elements lead to which profit expectations in each segment and the cash flow. In all our analyst presentations, we try to identify the relationship between those figures. Clearly, we don't opt for maximum latitude and safety.

We don't try to remain vague to leave all our options open or to embellish the situation. That's very serious so that we can engage in conversations with shareholders. Next, I believe that we need to ascertain that 2022 was an extremely unusual year. Until a couple of days before 24th February, nobody truly expected war to break out with this huge impact that followed, increases in organic expenses well above 10%, and inflation, with plummeting consumer spending as a consequence, so that during the course of the year, the impact increased. On 25 February, all of us knew a lot less than we did on 11th November. Because of those two effects, we had to adjust our expectations a few times during the course of the year. This was not specific to PostNL.

Our customers face the same uncertainty, there was plummeting volume expectations and increasing guidance. Our competitors had the same experience. Was this easy? No. Does it bother me? Yes. I found it very unfortunate, in our view, this was truly driven by external market circumstances and not by a limited view of how our market is progressing.

About the third question, performance and high risk profile. Well, the way we see it, that more or less is what Pim has just explained. Every year, we try to make an estimate of the profitability of the company. In 2022, of course, well that's debatable in view of the enormous uncertainty brought about by the war. We expect that for parcels over the next few years, we will return to ordinary performance, that is indeed what we have said when we presented our annual figures, our annual performance. For postal business, we believe that the cash flow and returns will be stable. The acquisition of Sandd played a very important part in this context. That is our perspective on the returns beyond 2023, what we believe our outlook is in terms of re-returns.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

If I may, I'd like to add to that. Of course, we also look at return on invested capital. In all the years that you referred to, right up to 2022, the return on invested capital has been significantly higher than the weighted cost of capital. We've created value. Now, that doesn't always translate back into share price developments, and this has got to do with the dynamics in the market, but that's what we are steering on. Yeah, return on invested capital that exceeds the cost of capital. After 2023, with the step up that we expect in 2024, we will return to return rates that will lead indeed to value creation.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you very much, Herna and Pim. I see Mr. Van der Bos, or am I mistaken?

Van der Bos
Retail Inestor, PostNL

My name is Van der Bos.

I'm here as a retail investor. First of all, I have a comment about what the gentleman at the VEB just said. I mean, he says that he's attended the meetings for so many years, but I've been here many more years, and I know the company much better. PostNL should never have been privatized by the government. That is the gist of the matter. PostNL is in the squeeze because of the trade unions, the government, and also subsidized companies abroad, such as DPD. Three questions. The additional payment of pensions, and this is the penultimate payment that is taking place, which is a payment that affected the results of 2022. I have another question. That is, if I understood it correctly, the pension fund, this is a standalone of PostNL. Does.

PostNL does not have a financial link with the pension fund, and that they were consulted for a 10% increase of pensions. Another question I have is. Let me check. The amendment of the law for self-employed workers, is that going to affect you this coming year? These are my three questions for the time b eing. The Chairman?

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

I think, Pim, you can answer these questions. two questions about the pension and one question about self-employed workers.

Pim Berendsen
CFO, PostNL

Pension. First question, an additional payout and whether that had an impact on the performance 2022. No, not the performance. This has got to do with an adjustment of the pension arrangement of about 10 or 15 years ago. I can't remember the date.

At the time, you'd be entitled to a transition pension, early retirement, and those people would be compensated for a certain period of time. This is a sort of transition plan that was made for these people, and that ended last year. That led to a liability for the employer to pay in tranches, pay out to the pension fund. This is what we talked about earlier on. These are tranches of EUR 16 million a year. Without the pension agreement that we entered into at the end of the year, the EUR 16 million would have affected cash flow on 2020 and the same amount one year later again. This amount was brought forward, which is why it's not 16 but EUR 28 million, and the last payment has been advanced from 2024 and is.

Been paid in Q1, 2023. At the end of Q1, 2023, there's nothing left of this soft pension liability. This is part of the arrangement that we entered into with the pension fund. It's also got to do with the second question. The pension fund is independent from PostNL. Only, the pension fund has an independent board, but there was an agreement between the pension fund and the employer, PostNL. This pension plan has been adjusted from an available premium arrangement and restitution has been eliminated. As a consequence, the overall amount of pension contribution that we had yet to pay was reduced by EUR 20 million in total.

All these effects have led to the fact that we indeed were able to give a 4% maximum indexation based on the former pension contract and to increase the 4%, sorry, to 10% for all the retired persons, but also the people that are still working for us. That was very much welcomed in a year with such high inflation rates. As far as the self-employed workers are concerned, I think first of all it may be worthwhile to give you some numbers. Of the 5,500 parcel deliverers that work for PostNL, there are 110 that are self-employed. We started this about seven years ago, this process of reducing the number of self-employed workers. That means that should there be any impact, the impact will be very minimal.

Van der Bos
Retail Inestor, PostNL

As far as we interpret the law now, we don't think it'll have an impact on the fees that we pay to the 110 self-employed delivery workers that work for PostNL.

Thank you.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

The gentleman here at the front. Yes. Thank you.

Speaker 15

Thank you, Mr. Noordegraaf, for giving me a turn as well. My name is Rinks, and I would like to discuss three topics with you. First of all, where are we heading with these parcel lockers? Well, let me explain. 500 lockers beginning of the year, perhaps 800 at the end of the year. I'd like to have an idea how many, what % of parcels will be delivered to these lockers, and will it be a luxury to get your parcels delivered at home?

Will you have to pay extra for that, and what are the implications for our organization? Will there be people who have to find another job, a different job? This may also lead to a cost reduction. Could you tell us a bit more about the implications of these lockers? Second thing I'd like to discuss with you, it was said earlier on, we cannot pass the increase of costs on to the customers. The stamps were increased by five cents from 96 to 101 cents, and the costs are increasing much faster. People are going to make 10% more and costs may increase even further. Wages may increase and other costs are also increasing. I, as a shareholder, I believe that all those cost increases at the very least should be passed on.

Why can't the prices of stamps be increased? Why can't you, I mean, if your competitors are prepared to offer the services below cost price, well, let them do that. They'll make losses, more and more. Why don't we just let them do that? The last point is the relationship that you have with your delivery entrepreneurs. I'd like to refer to the press release of 25 August last year. I'm sure that you still know it by heart, the gentleman and the lady behind the, at the table. It was quite a remarkable press release. You said that you want to employ more people from 1,900- 6,000. You'll have more people on your payroll. You also want to expand and also electric cars. What do I want to know?

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

EUR 2,000 bonus, is that enough to allow people to buy electrical vans? I don't know about that. What about these delivery entrepreneurs? You want to deliver half the parcels yourself, that'll be subtracted from the work of these delivery services. What are the perspectives that you're offering them? Actually, my overarching question is, are these delivery entrepreneurs cheaper than your own staff? Can you pass on your risk to these self-employed delivery workers? That could be something to keep in mind. What about if your staff falls ill? I don't know how to deal with that. How do you deal with your delivery entrepreneurs over the next few years and also in the light of what you said in your press release? I think your three questions are clear.

Speaker 15

Yes. Well, I'm curious to hear what your response is to my questions. Herna, are you ready to go?

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Absolutely. Let us start with the parcel lockers. We're moving to about 1,500 lockers in 2024, 2025. That is more or less the estimate that we have. This is not gonna replace home delivery. 90% of the Dutch nationals prefer to have their parcel delivered at home instead of in the lockers. Just imagine, even with 1,500 lockers, that'll be no more than 4% that you could distribute, 4% of our overall volume. It is a very important addition to the service that we offer. People who are not home, who work out of home or work in the evenings, they have a possibility to have their parcel delivered whenever they want.

It will by no means replace home delivery. Could you tell us whether it is cheaper for the company? Miss Verhagen, more or less the same. It costs just about the same amount of money. That's got to do with the thing that the Netherlands is a relatively small country, and the parcel routes that we have include many parcels. Yes. In some other countries, it's a big success. I understand that Poland and things, and countries like that, there is an increase of these lockers. Those countries are Poland, but also Germany, France. Those are examples of countries that are, of course, much bigger than Holland. They also have more of a countryside, really true countryside.

We don't have that in Holland, we don't really expect that to be a development that we'll be facing in the Netherlands. Thank you very much for that information. You've enlightened me. Well, that's good. Cost increases, we cannot fully pass them on. This is what Pim outlined. Well, I think that you should aim towards passing the costs on. Well, yes, of course, that is our aim. Please keep in mind that our organic cost increases are about normally 17, and now it's 180. EUR 150 million has been passed on to our customers, so that's a lot of money. It still isn't the full amount, I agree with you on that one, but it still is a considerable amount of money.

Furthermore, as you outlined yourself, we decided for those parcel flows where there's a lot of pressure, price pressure, not to hold on to that. That is also the reason, this is what Pim said in his presentation, where we expect that this year there'll be a slight decline in the parcel volume. This is a consequence of the fact that we will not be able to retain our entire market share this year for this reason. Competitors won't want loss-incurring operations, so that way you can cause problems to the competition, which is something they deserve, I would say. Our press release of 25 August, it's important to keep in mind that, of course, we assume there'll be growth in the parcel market, not in 2023, but we do expect the growth to resume as per 2024.

If we say that we want to reduce our workers to half our own staff, that means that every year you will need a certain number of new employees. We're gonna do that in two ways. First of all, by recruiting new own staff. We have about 30%, 29% own staff, when we published this in August, we had about 25%, 26% own staff. You see that we're moving in the right direction. We're going to continue this effort in 2023, in the meantime, we are talking to the self-employed delivery people, this is what we said. We want to work with larger entrepreneurs. What kind of talks do you engage in? You engage in talks with people who then would prefer to be on our payroll than to continue to work as self-employed.

Some self-employed decide to work together to form a pool, a group, we do this in consultation and in a very social way, so that, because of these self-employed delivery workers have been very important in building up the company. There's 50/50 ratio, so 50% own staff and 50% by means of self-employed delivery workers. That allows you to have sufficient flexibility, so you can become larger if it's really busy and smaller if it's less busy. While the costs are more or less the same, that's not a reason to go for the self-employed. What about the electric vans and a bonus? Could you please refer to that? Yes. Well, yes, we're passing on a risk in a certain respect.

Of course, you have larger volumes and smaller volumes in a year, so you want to be flexible here. It's not a matter of passing on risk in terms of labor or carbon footprint. That's not the risk that we're talking about. Electric vans, we are buying a lot of own vans, and we are encouraging self-employed delivery companies to buy electrical vans, and the EUR 2,000 is a way to encourage that. Over the past few years, we have also invested in charging squares. In all our distribution and sorting centers, we have many chargers, so people with electric vans can actually charge their vans. We do think that this is an important way to encourage this.

With respect to reducing our carbon footprint, of course, we've invested a lot of money, but there's still work ahead. The EUR 2,000 seem to me not to be a big amount of money. You may remember, if you check the minutes, last year, I asked about that, how you're going to make the self-employed people purchase electric vehicles, and I think you'd need a bit more encouragement than just EUR 2,000 per van. There are a number of important elements. Charging capacity, is it indeed possible to charge your van once you have an electric van? The second element that's important is that the itineraries, the routes, are becoming shorter if you have the number of parcels, those electrical vans are becoming quite appropriate to distribute those parcels.

We've always said, ultimately, by buying many vans, we will create a market of second-hand vans, because not every self-employed delivery worker will be able to afford an electric van. Slowly but surely, the first electric vans are being released out of the lease contract, so they become available as second-hand electric vans. There's several possibilities, and there's several measures. You've asked all these sub-questions. You've asked about 10 questions. I'm gonna stop answering those questions. The Chairman, I'm going to be very strict because you have been given so many more answers than questions you asked.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Right. The lady at the back, please. Thank you for your questions, nonetheless.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Good afternoon. Chairman, my name is Liesbeth Hanekroot. I'm here on behalf of the Association of Investors for Sustainable Development, VBDO.

Liesbet Hanekroot
Analyst, VBDO

There are two topics that I would like to address. Before I do so, I would request you to answer the questions that were submitted in writing and to answer them in writing after the meetings. Now I'd like to focus on specific questions here in my discussions with you and with the shareholders. The topic of working conditions is what I would like to discuss, working conditions in the supply chain. On a number of occasions, people refer to working conditions, the self-employed workers, the flexible workers. A representative of the VEB stockholders association said this is a volatile business. We think that the topics that we discuss as a VBDO, that they could lead to more flexibility, more resilience towards the future.

Working conditions, one aspect thereof, the first question is indeed about the fact that you said that you want to put some of your delivery workers on your payroll. That is, if we understood this correctly, but I think you confirmed as much just now. Could you tell us a bit more about this, when you expect to have half of these self-employed delivery workers on your payroll? I don't think year was mentioned. It wasn't clear to us at in any case. We'd like some more clarity here. And also the reorganization, the restructuring pertaining to that. Will that affect these people who do the delivery? You want to put them on your payroll, but in part you're also going to take leave of these people.

There's a bit of confusion here that we would like to clarify. Another question now about the working condition as such. This is a human rights risk, and it's positive to read that you intend to establish KPIs, key performance indicators, in the field of working conditions for your own staff. If we look at the supply chain, and also the self-employed delivery workers, we'd like to hear from you what your intentions are, what your plans are. Are you going to roll out the KPIs across the supply chain? The third question I would like to raise is a relatively new topic, I must say it's the first time that the VBDO is raising this question in the shareholders meetings that it attends. Lobbying.

Lobbying has quite a confusing, shady connotation, and we read about in the press, for instance, in the whole debate on nitrogen, there might have been quite a bit of lobbying, negative lobbying on the part of the Farmers' Agrifood association, all the issues in Groningen with the earthquake and the damages to real estate, and that has come up in the press. I think it's important that you clarify this and that any lobbying you may engage in, that be transparent and that we also understand what you're trying to achieve and that you do not contradict yourself. First of all, the first step in this process is to clarify the situation. In the annual report, we see that you've already taken the first step. You have mentioned the target groups that are active in terms of lobbying.

That's the first step towards transparency. We would urge you to take a follow-up step to check whether the groups that you're working with in terms of climate and working conditions, et cetera, are actually saying the same thing that you defend. Anna. Yes, as we said earlier, we will also answer the other questions that you submitted in writing. First question about the number of parcel delivery workers and how many we'll be taking on our payroll. Well, we haven't fixed a date yet or a year, and that has got to do with the tight labor market. Of course, we have to find the right people. We've made progress in four months' time, and that I think is quite hopeful because we see that the % is increasing.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

We hope to be able to expand that in 2023. I do think that this will take a couple of years in order to achieve the 50% workers on our payroll. The second question, I think that I more or less touched upon this when I responded to the earlier question. We work with self-employed delivery workers, who we've been working with for years, and this is a transition that we want to do properly. We want to balance matters in a market that is not growing, and this is the market that we're facing this year. It's going to be more difficult than in a growing market.

We are absolutely committed to the goal as such. I think that the progress we've been making so far is very hopeful. We will constantly continue to report on this. 200-300 FTEs. These are indirect employees. These are not parcel delivery workers. It's not that we are putting people on our payroll one month and then saying goodbye to them next month. This concerns account managers, people working in the back office. These are more people with indirect responsibilities. Second question concerns human rights and KPIs. In 2023, we will further detail the specific risks and the subtopics that we identify. This has got to do with working conditions, but also has to do with diversity and inclusion. We already report a great deal about that.

It's also got to do with that. It's got to do with privacy, it's got to do with data, and it's also got to do with the gender pay gap analysis that we will be carrying out in 2023. We don't have that yet, but we are going to do the analysis this year, and so that way we'll be able to provide more details about equal pay for equal work, but also the gender pay gap should it exist. We'll be doing that for our own staff, for our own organization, and as far as our delivery workers are concerned. In our own organization, we have 42,000 people on the payroll, and I'm talking about 99,000 people that are in our own organization.

3,000-4,000 people work for us via these entrepreneurs, these delivery entrepreneurs. It's important to secure the same important human rights. One of the ways of doing this is by means of PayChecked. This is a certificate, an acknowledged certificate in the industry for transport workers and parcel delivery workers so that you can actually check the payment conditions and pay Working conditions. We've agreed with our suppliers that they pay in accordance with the CLA for the industry. That includes requirements concerning pay, remuneration, working extra hours, but also aspects that have much more to do with working conditions.

We're also engaging with industry organizations such as evofenedex and TLN in order to see whether we can expand the certificate to see whether it could also cover other aspects and not only the aspects of working conditions and payments. To have more control. That is indeed something that we very much want to organize, and we prefer to do so with the industry, because that way, we would have a level playing field, which would be very important. The questions about lobbying. Transparency rules. We've taken a baby step in the annual report, and you're referring to that. CSRD is also going to impose new rules in terms of transparency concerning lobbying. CSRD will be implemented fully in 2023 so that we can report in accordance.

That, of course, will also help to create this transparency. Something else that we do, and we're also taking a very close look at the associations we're members of. You have lobby organizations, but you have more also organizations that are representing the industry more than anything else. We're looking at how can we impose our values, all our ideas with respect to sustainability. Can you impose that on other organizations, or do you have to find other ways of doing that?

I don't have an immediate answer to that question, but we do acknowledge it as an important topic, because on the one hand, we have to think long and hard about how to acquire the knowledge so that we know what all these organizations are doing in all different respects, so that you can determine whether this is in line with what we want or whether we need to find a way to proceed with this. We need to find out exactly what it is that they lobby for. Of course, we know that for the issues that are important to us, but they undoubtedly also do lobbying for other subjects and other topics.

One thing that I would like to emphasize in this respect is that there really is no possibility, not with the organizations that we are a member of, to get more influence by paying more. Sometimes we pay contribution based on the number of people on our payroll. Sometimes it's a fixed contribution, but it doesn't lead to a specific influence in terms of what it is that they lobby for. As far as we're concerned, this is a very clear point of action to determine whether those organizations act in line with what we consider to be important, and if not, what to do about it.

An additional question, this is the last thing that I would say on this topic, is that, reporting on this, in a detailed way, we don't think that the annual report is the place to report on that. We're just looking at that and seeing how we can do that. That is something we will tackle this year.

Thank you. Can I respond to these answers? Are you satisfied with the answers? Otherwise, we'll be discussing this until the cows come home. Well, in any case, I wanted to express my gratitude, and I see some loopholes to the future. My first question is, have you specifically plotted the path when and whether you do indeed to have half of those parcel deliverers employed? I see the challenges, but have you set yourself a date that you hope to accomplish? I believe that would be responsible for the parcel deliverers themselves as well. Well, I've answered with respect to the actual facts. We have not set a firm date, but each year we try to do our very best to accomplish that.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

An increase of 4% employees within four months is a good sign to me. Well, we'll stay on top of that.

Thank you for your other views of the future. That other gentleman in front here.

Speaker 14

Good afternoon. I'm , Tse from Amsterdam. I have three questions. In 2022, PostNL's costs increased. One is obviously fuel. I was wondering whether you have a hedge strategy to mitigate fuel costs. My second question concerns the new electrification of your company vehicles. Since the cost of energy is rising, does PostNL have a fixed agreement, or is it a flexible agreement as for, as is for everybody for utilities? Can you also tell me about PostNL Belgium? Becuse at the previous AGM, that was an important topic.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Now one year down the road, we're not hearing as much about that. Those are clear questions. Pim, would you like to start? I'll answer the first two. Well, it all relates to how we procure energy or fuel. Regarding fuel, we took a careful look, given the highly volatile diesel markets, would it be possible to hedge that properly? We concluded that that would be a great challenge. We spoke with some important suppliers. We do have some good procurement agreements, but true hedging on fuel, we couldn't accomplish that, at something, at anything that I thought would benefit our P&L statement. Energy is a different matter because we have a consultant who advises on procuring multi-year energy supply depending on our need and all our depots.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

We were protected from the soaring energy costs, thanks to permanent contracts which didn't all expire at the same point, but reflected a graduated scale. We managed to avert the most serious impact of rising energy costs, and we'll continue procuring that way. Those are your two answers. As for Belgium, you didn't hear much about that today because in fact, very little has happened. The court case is pending, and at a certain point it was continued or postponed by the court. We'll have to see when the next date is. In the meantime, like last year, we've taken a great many measures and have tightened our controls and checks and balances to ensure that we're in full compliance, and we'll continue to do that.

The different insights between us and, like the legislator concerns responsibilities of employer versus principal, but the court case has been postponed, and we're waiting to see what will happen next.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you. There at the... We're the lady wearing the orange vest. Okay.

Suzanne Rietveld
Member, PostNL

Yes, I'm recognizable because I was present last year as well. I'm Suzanne Rietveld. I'm a post deliverer. I'm one of the 15,000 employed in the Netherlands for PostNL. I'm here as a shareholder on behalf of FNV. FNV holds shares in PostNL, and I'm present in that capacity to ask a few questions following up on last year when I talked about a living wage. I don't see much improvement there for the 15,000 who still make about EUR 12 an hour on their payslip.

The CLA negotiations have brought little improvement. Increasingly, my coworkers and I need to subsist from living wage topped up by government support, consisting of a grant toward rent. What does a firm such as you do about that? Last year, I asked a question as to the difference percentage-wise of what board members seated at the table, what their hourly fee is, and those who are paid the least, which may not be that interesting for the VEB or for other shareholders. I do believe that for corporate social responsibility, that question matters greatly, especially at the present juncture. I would say, act responsibly, including the Supervisory Board. After this, I'll give the floor to my fellow FNV member. This was just one question. He has two more. He'll ask the two more questions.

Frank Janssen
member, FNV Trade Union Federation,

Mr. Chair, we're trying to do this efficiently. I'm Frank Janssen, and I work for the FNV Trade Union Federation, and they're a party at the negotiating table, as well as being a shareholder at PostNL. We are very open about that so that we can engage with each other here. Before elaborating on that, somebody said that PostNL is being held hostage by trade unions. As for treating each other with respect, we each have a role to play in society, and trade unions do not hold anybody hostage because then we wouldn't be seated here in this room. That's a point of record, Mr. Chair. As for maximum, three questions, we want to exercise our maximum speaking right. Whether we'll make do with three questions depends on your response.

That said, as the FNV, we consider the corporate ESG policy, we have our own ESG policy. That ESG policy, in practice has a certain significance. Thanks to Suzanne, we know that some of our co-workers are unable to subsist from their wages. That's why she highlighted the living wage. Suzanne is not alone. A great many employees at PostNL and at other companies cannot subsist from the wages they are paid. They rely on grants toward their rent and other grants. Then there's also the issue with the precarious work.

From that perspective, as a shareholder, we have several questions. Before I get to those questions, please note that because we wear other hats as a trade union, all that information that's shared with the trade union is not an issue today and is not being contributed to the discussion. I see you nodding. I think that that would be appropriate. As for ESG policy, on pages 22 and 23 in the annual report, I see a reference to the ILO fundamental statement of principles and rights at work. PostNL would like to re-respect this declaration. In addition, PostNL subscribe to guiding principles on business and human rights in UN G lobal Compact. It might lead shareholders to rise to the barricades. I am not going to step onto the barricades for a simple reason.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

By subscribing to this convention, PostNL is in fact saying that it will implement the Universal Charter on Human Rights of the UN and living wage pertains to that. Earning a living wage is part of that charter. That means a living wage without support measures from the government. I'll get to that in a moment. That's why this morning and this afternoon, FNV shop stewards spent their lunch break distributing biscuit crumbs. At no point did I feel threatened as a shareholder, I believe the police showed up because PostNL rang the police. Aside from that, my first question is, how does PostNL check in the Netherlands whether the people working for PostNL and other group companies can subsist from that salary if they work full-time without receiving government support and would thereby receive a living wage from PostNL?

I can think of the same question along the chain, but I'll put that on hold because I'll assume that you'll provide that answer as well. Given the high inflation and the diminishing purchasing power of employees, how will PostNL in the Netherlands ensure that all employees that work full-time receive a living wage in keeping with your own ESG policy and underlying principles? We can also ask those questions in reference to other countries and down the chain. I keep hearing the same question about living wage. Yes, it's about living wage, but it's not this, they're not all the same questions. Do you check this? You're going to answer that. If you don't check this, how will you ensure in practice that you are in compliance?

Next, on page 22, we also read that you identify four risks relating to human rights, such as working conditions and fair compensation. That caught my attention because what does PostNL see as fair wages? How does that relate to your own ESG policy? I have a second topic about the employees that have been discussed at length so far, but pragmatically, let's start with the ESG policy and the living wage.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you. Herna. I'll get to work there. First, calling the police about this strike. I can check, but I can't imagine that we did that because in fact, we never did that. That was said last year when we were at that other hotel. It wasn't us, it was the hotel that did that. I just wanted to get that on the record.

If you look at the CLA for post deliverers and those who work Saturdays and the other postal employees, those are the 3 CLAs that we concluded last year. In the CLA for postal deliverers, there was a pay increase of two times 4%, and the CLA for other staff, it was 2 times 4.5%. The CLA for postal deliverers has been reached with BVPP, CNV, and FNV union confederations, and for other employees, was reached with BVPP and CNV. We work according to CLAs agreed with trade union confederations. Next.

In our postal company, delivering the post is a part-time job. People work 10 to 15 hours a week on average for us. Unfortunately, that also means that by working as a postal delivery 10 to 15 hours a week, you don't earn an income that enables you to support a standard household. It doesn't generate the income that you would have if you worked full-time. A few years ago, at PostNL, we tried to expand our contracts to 25 hours to give people the opportunity to earn more money by working more hours. We see that many mail deliverers don't feel any need for that. We're not seeing a lot of zeal among our employees to work more hours.

Thinking of that work security, and that's what we communicated last summer, we've indicated that we've offered permanent employment to all postal deliveries, which means that from the day that people join us, they can receive a fixed employment contract for an indefinite period. The ILO declaration and the declaration on human rights that we ratify, we do implement those regarding working conditions and the standards of working conditions. We perform audits and checks to ensure that we meet all those requirements. As for a living wage, that is a broad definition. That's what we negotiate with the trade unions. That wage is now just over 12 EUR hourly, and I'm sure that will change when the Minimum Wage Act is amended, and that's what we're discussing with the trade unions. We implement the CLAs according to the agreement.

Frank Janssen
member, FNV Trade Union Federation,

That was not actually my question. I understand that you're saying if somebody works part-time, then given EUR 12, then by definition, they're relying on government measures. The reason I'm specifically mentioning this, and you can do the numbers about EUR 12, even if somebody were to work at PostNL full-time, they would still have to rely on government support, and that is not a living wage in that case. It's that simple, and that's how I'm explaining this based on ESG policy. I'm not representing what my coworkers negotiated. I'm here as a shareholder. There's ESG policy, and you're supposed to compensate accordingly. That's what my question is about. The fact that there's CLA agreements, that's all very well and good, but that's not what I'm representing. I wasn't part of the negotiating table. I'm explicitly asking this as a shareholder, wearing that hat.

Your answer, in my view, is not sufficient. Perhaps I could receive a more detailed written response because I know that we put you on the spot, and I don't think we'll be able to resolve this in this forum. A CLA is something that you agree with the trade union confederations. That's the FNV for us, and you are representing the FNV. That's how I view this. As for how you define living wage, you can differ on what the definition is, but our definition is what we agree with the trade union confederations. They're well-respected in the Netherlands, and that's the foundation that we assume. Of course, we could re-reply in writing. Our HR director will certainly take that on board. That will guide our reply. That's clear.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

In my final reaction, I'll get back to you on that. As for the other topic, something is already said about parcel deliveries, and the question as to when those people will receive fixed employment and so on. In fact, you have announced that over time, you want to switch transition from about 2,000 to about 6,000 people. Many of us may think that will happen before you know it, but in fact, it will take years. The employer representative, the VNO-NCW, some of you are also members of that, and you were featured in one of their articles on their website. Together with the trade unions in the Social Economic Council, they drafted an advice, and the government will be embracing that advice, and there will be legislation.

As for corporate social responsibility, the question is we have issued an opinion together, and the main question is when will PostNL implement that advisory opinion? Will you be waiting until the government provides the final regulation, or will we implement the fact that we agreed in the MLT advice various things, including fixed employment, so regular work will turn into permanent fixed employment by the employers, so in this case, PostNL as the employer, not with subcontractors or whatever you would like to call them? We've also agreed or in any case, advised not to compete in terms of the contract formats. That means that you would introduce only one contract. That said, when will PostNL implement this or does PostNL simply disagree with that advice? The main question is when will PostNL follow up on that advisory opinion?

If so, how? If not, why not? I will give you a brief answer, but then we need to move on. Employees who join us receive permanent employment contract. That's one. Two, the employees that we recruit for As parcel deliveries are new employees, so the expectation of quickly with new employees seems at odds, and I don't really understand that. No competition on labor on the market for transport and parcels. We strongly support that, and that simply means that socially, in our view, we set the right example by doing what we consider to be important. More people with permanent employment, large contracts for large amounts of time where people want it. As for delivery entrepreneurs that have sufficient scale and pay the deliverers properly, we check their paychecks.

Our delivery people are also working for them and are paid according to the CLA. In this case, a CLA that's been agreed with the Dutch Trade Union Confederations. Where we do have influence, that's what we do ourselves. We comply with the advisory opinion. We're part of the VNO-NCW. You've asked so many questions. You're not making do with three. I'm not going to ask a question. Very brief reply. We can be of different opinions, I would like you to engage in talks with us in the near future to discuss this. When you say that many people work for affiliated companies that work for you, that's an entirely different interpretation of the MLT advisory opinion. The same holds true for the living wage. Let's not argue.

Please come talk with the FNV about these two topics in greater detail. I have one comment. We are already in consultation. I spoke with your fellow FNV members last week, so we have accepted that information, and the conversations are ongoing.

Thank you. Okay, next question, please.

Speaker 15

I'm Mr. Dekker. I am a miniature shareholder and speaking only on my behalf. I have two specific questions for the auditor. The question about Belgium has now been answered. My first question to the auditor concerns the group financial statements versus the corporate financial statements. I made a remark a few years ago that there's a dichotomy that has is less than it was, but it's still unusual in the Netherlands in terms of how the assets are depicted.

You're in your first year as an auditor. How do you feel about this development? Ordinarily, the consolidated balance sheet is related to the corporate balance sheet. I'm asking this because unfortunately, the results seem to be declining at this point. That means that you need to consider certain capitalized elements more carefully. That's a specific question for auditor. My second question is entirely different. Of course, new rules are pending. You seem to have a mixed opinion about that, those new rules. The first year seems to be a bit of a trial year, but that mainly concerns what I would say non-financial matters that increasingly wind up within the scope of the auditor.

The expertise of the auditor would appear to be focused mainly on figures which are easier to audit than qualitative aspects of operations. I hear that the first year is often very difficult when you're transitioning from one audit, auditor to another, and you can return to business as usual in 2023 and 2024. How does the auditor feel about the new rules for large firms, which may become very tricky? How do you see this from auditor circles? Are you ever thinking, "This is going to be tricky. We're not really used to this." Those are excellent questions. Roland, can you provide an adequate answer? The first question concerned the difference between consolidated group equity with the corporate group. The second is how you feel about the financials as an auditor.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Very briefly, a combination or which is applied is simply accepted by law, so it. In practice, we see combination three in which equity is consolidated according to the corporate equity, but we often see this, and we've taken this on board in our audit. That, I believe, answers question one. It's how you define it, because goodwill can figure very prominently depending on how you define it. When I mentioned declining results, goodwill did not really figure in your presentation. This concerns the assessment of participations in the corporate financial statements, because that's what you need to audit. In a sense, that's one of the highlights of our audit. As for question two, yes.

That's also new for the auditors in that for quite a while, we have been auditing non-financial information at companies have to get used to that, we do notice that generally. It's work in progress, we're evolving together with the companies that we audit. When we issue our opinion, we subscribe to that, we audit according to the applicable rules. Does that satisfy the person who asked the question? I, the chairman says yes, I believe it does. I believe so, too. Are there any other questions? Yes. I have a question based on the show Radar, where there was a misperception about, a misperception was identified about registered post, not only about registered post that arrives in your mailbox, but often the KR, or the QR code is often missing.

When you receive it, for the neighbors, that was missing for several days, and it turned out it was a student at 1 of the schools. I rang the school. I said I have a piece of post. Ultimately, those people did not receive the notification or overlooked it because those QR cards were missing. I opened the, now I make those cards myself that the parcel for number 50 can be fetched at number 25, but that's not what I'm supposed to do. This 1 worked out. Are you telling a story or asking a question? This is actually a question. Too many things go wrong with the parcel deliverers and those parties delivering registered items. What are you going to do about those?

Those QR cards are very important, including with the registered items, because I have to check in four different places whether something sent by registered post to me got lost. I'm not alone because Radar has confirmed that the system isn't working out as it should. Could you please answer that? Absolutely. I was waiting in suspense for questions two and three. Reply off mic. Registered post. This is serious. The smile is disappearing from my face. We also mentioned on the Radar show that things are not as they should be. We do meet quality standards for registered post delivered for the government, but we believe that our process is not good enough. This is not because of the quality of parcel delivery, because that's approximately 98%. That is our quality standard.

It's largely because if you receive a registered item, somebody has to sign for it on the doorstep. Often it does work out, but sometimes it does not. We're taking measures to see what we can do to ensure that, partly this is about discipline. During COVID, deliveries were not allowed to request that signature due to the fear of contagion. The discipline about requesting the signature in all cases is difficult to achieve. We're trying to see where it's not working at and where the complaints are commonplace. As for the note, we missed you. We've abolished that, and we compensate for that by sending an app. If we know that people don't have that app, they'll receive a physical notification.

Basically, even if we meet certain quality standards imposed on us, we're not satisfied about the delivery of registered items, and we're taking action accordingly. I receive a notice that a registered item has been presented, or does the sender have to send me that notification? No, we do. Both. No, PostNL does. PostNL is required to notify you that you were not present to receive a registered item. It's not the sender? Okay. It's not working out, but you're on top of that. Okay. We'll wait and see what happens next year, and I'll give you a year to make amends.Unless there's a meeting before that. Thank you.

Roberta Frike
Analyst, PostNL

I think it's Mr. Frike, right? Good afternoon. My name is Roberta Vrijke. We Connect U, public affairs and investor relations. I'm pleased that you are dealing with everybody in such a respectful way. This demonstration here outside was nice. It was musical, it really befits our democracy. You're dealing very respectfully here in the room with all sorts of topics. I think a living wage, a decent wage is very important to everybody. There's someone here at the table who knows a lot about this, and that's Mr. Melkert, and perhaps he can support this process a bit more. We have full confidence in you in view of your background. What else? Last year, I highlighted that PostNL perhaps could do a bit more in terms of sponsoring, marketing, communication, PR. I hardly see PostNL. Well, it wasn't necessary. What do we see?

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

All of a sudden, DHL is sponsoring all these important female sports, football, hockey, handball, volleyball. PostNL could have done that. That would have been very cost-efficient. They also advertise with Coldplay on television, I think it would be great if PostNL would do more in that respect. Furthermore, sustainability. That's question one? Yes. That was my first question, marketing, communication, so on and so forth. You're very good at listening. Now, sustainability. These Dow Jones Sustainability Index, PostNL ranks 3rd. Now we hear about living wages. ABP Pension Fund is investing EUR 500 billion worldwide, only EUR 20 billion in the Netherlands. If ABP would invest much more in PostNL, it would be much more easier for PostNL to offer their staff a living wage. Question three, Mr. Chairman. Well, no.

Just a bit more about sustainability. It would be great. Beef, one kilo costs 25 kilos, cattle feed, it's very easy to make it sustainable by offering vegetarian meals in the staff restaurant, and that's easy to do. A forest, a forest for PostNL in the Netherlands or perhaps also in other continents, that would be great because the more forests we have in the world, the more we can cool down and the better we do in terms of the climate. You can do EUR 1 million the first year, and then you can expand your forest. Those are my questions. Thank you. First question is about marketing and sponsoring. For not a lot of money, it costs a couple of million EUR a year. I mean, that is quite a substantial amount of money.

Sponsoring Coldplay, I don't know how much that costs, but I would say that that would be a multiple. Furthermore, as far as I'm concerned, that is even more important, we have said that we provide sponsoring for charities that do something in terms of engaging with population in the Netherlands. We have set up PostNL Foundation. Now, what does that do? We work for children, for instance, whose parents don't have enough money to organize a birthday party. We help fund Christmas cards and also the parcel lockers that we're placing in the living rooms of the organizations that cater for the poor. We do sponsor. This is a different kind of marketing, but our marketing is more focused on creating special moments.

The second question, yes, we're number in the Dow Jones Sustainability Index. We're very proud of that, and we're working very hard at maintaining our ranking. The question about the ABP Pension Fund and whether they invest more than PostNL and what that means, I can't honestly answer that question. As far as I know, ABP has not invested in PostNL, in any case, not in a percent-percentage that we would identify. As far as vegetarian meals are concerned, I think that's everybody's own decision. That's one thing. What we do have in our staff restaurants is a health certificate, and that means that we are doing a lot in terms of healthy food. Again, it is people's own individual choice as to whether or not they want to eat meat or fish or whatever. Forests.

The PostNL forest. Actually, this dovetails with the debate that we've had. As you know, we are doing as much as possible to make the supply chain greener and to reduce our footprint and the last mile to make sure that the last mile delivery is also net zero. We're offsetting it for as long as we can't achieve that. You know, just we're looking at the different methods to see what the best methods are that the plans can benefit from. We are looking at alternatives, whether it be planting trees or other ways that help us deal with the remaining carbon dioxide emissions. Just simply purchasing certificates, even with the best qualifications. We are indeed looking for better ways of doing this.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Somewhere in the course of this year, we'll be able to tell you more about it. Mr. Van der Bos. You've raised your hands on a number of occasions.

Van der Bos
Retail Inestor, PostNL

Well, my name is indeed, Van der Bos, which means from the forest. I don't live in a forest, but I have one comment with respect to what the gentleman of the trade union said. First of all, let me ask some questions. The management letters, the number of items that came up is that number higher or lower than last year? The weighting, is there a difference there in the issues that were addressed in the management letter? Since environment is so important, hydrogen trucks, are you still already working on hydrogen as a fuel?

Now my point with respect to what the FNV gentleman said, when I said hijacked or take hostage, what I meant the degree of membership at PostNL division. Of course, there are hardly any members of the union working for banks. My other point is... No. You had just one question you said. No, I have more to say. If the FNV starts crying wolf that they want 15% wage increase, you've got to be realistic. When I say realistic, I mean, you know, taking into account what the state of play is of a company. A company such as PostNL is a company that, unfortunately, is in the margin in terms of operating profit. Of course, banks have much higher margins.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

If they come up with higher claims there, I would say fine. Another point is that I sent an email to a coworker of the FNV gentleman, I also sent a copy to Eva de Wit, I also sent an email to Mr. Melkert, this in connection with the hospitals. I'm an activist shareholder, but I'm a realistic one. Thank you for that.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

The demands of the FNV trade union are excessive, unfortunately, PostNL cannot cough that up.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Thank you, Mr. Chairman. I don't think this is a discussion we should have here. This is not the time nor the place. I agree with you, this is something we should discuss in parliament. We'll keep this meeting constructive. Two questions. I must be strict here. I'm sure you can answer those questions. Thank you. The questions.

I think the first question was about the management letter and the number of items. We have a couple of new matters. As new auditor, of course, we have new insights, so we've highlighted new things. It's important to point out that there are no significant observations in the management letter. No controlled deficiencies, as we say. As I pointed out in the document I've made, I said that they're particularly matters of optimization and documentation. So that as far as that is concerned and the number of management issues. Yes, there are other management issues that we are addressing that came up under the previous accountant. The lorries in 2022, 21, 22, many of our diesel lorries were transferred to HVO100, and that means that they reduced their carbon dioxide emissions by 90%.

A large part of our lorry fleet has been made sustainable already. We are proceeding with that. We've done our first test with electrical lorries, but not with hydrogen lorries. We are talking to the industry on an ongoing basis. Whenever there are new launches, new introductions, we are checking to see whether that would work in our company. I need to emphasize, however, that we've already carried out most of the work by using HVO100 for those lorries and making our fleet much more sustainable.

Speaker 15

The gentleman at the back with the red tie. Thank you. My name is Brands, I would like to thank the two speakers next to you for their presentations. I do have a question for them.

How can they explain that Germany and Belgium are in the same situation in terms of inflation in Ukraine, and that the German post organization's share price hasn't dropped and our share price has dropped so considerably? That's one thing. This is just a comment. Then second, I have a question. Would it be possible that the next meeting that we hold, that we make a list of different topics and everybody can register as to who wants to take the floor about a certain topic in the room so that we can proceed in a structured way? Thank you. Chairman, about DHL and Bpost. Yes, you're quite right in asking this question. If you look at the capital market and the perspectives, these are relevant players. We do consider them to be peers.

Pim Berendsen
CFO, PostNL

DHL, Deutsche Post, their portfolio, the nature of their services is much broader than ours. They're about 10-15 times our size. There are also parts that businesses that deal with freight forwarding and they benefited from higher container prices, transport costs, and this is a business that we simply don't have, and this global scale that they operate on, and they can actually compete given the market position that they have. Bpost is a different market, different country. 51% is held by the Belgian state with net cost arrangements, compensation for the distribution of customer contracts. I'm sure you read about that over the past few days. I think that this is much more difficult to compare with the market dynamics that we have here in PostNL.

With other implications in terms of capital market.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Thank you, Pim. The other question I would like to take that on board. Every shareholders meeting, we always assess things, see where there's room for improvement. We'll take that on board. The great thing about PostNL is that everybody knows anything there is, everything there is to know about PostNL. Everybody's an expert. Well, I really need to push forward. Do you really have an urgent question? Because later on, I'm sure you'll be complaining this is taking too long. We still have so many things to deal with, and you can ask so many more questions. No, you should not respond to each other. I want to respond to what you said about a living wage.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

I would have expected that you at the table would have said, "We are looking into one CLA for all employees," whether that would be an option. Now, as a post deliverer, you can only work 25 hours a week because you're only allowed to walk the streets for five and a half hours. Otherwise, working conditions will become too tough. There are people that have to take out a second contract as a preparer. In fact, you have two contracts with the same employer, which obviously is not what we want. Let alone the fact that with a pension, as a pension deliverer, I don't have a pension with your pension fund. It's an insurance company. Madam, says the chairman, "We'll take it on board." Thank you. Are there any urgent questions with this topic?

The next topic, you can also ask questions, the board report. I take it that we have sufficiently dealt with this topic. Thank you for that. Now let's proceed to 2B, the report of the Board of Management and adoption. The financial statements will be dealt with under item 4. Now you can ask questions about the report of the Board of Management and the Supervisory Board and the financial statements. The remuneration, rather, will be discussed later on separately. I'll be giving the floor to my colleagues. Do you have any questions for agenda item 2B? If you have no other questions, no further questions, you can say so as well. Right. One question, because I wasn't completely aware of the situation. In terms of buildings and offices, we have this energy system, certification system, ABC.

All the properties, can you confirm that you have, do they have energy label C or higher, or is there something that you need to invest here? You may have a property with energy label below C, but you might intend to divest it anyways. Yes, I can try to answer that. A couple of weeks ago, we shared our green bond framework. As you know, one of the outstanding bonds is a green one with a framework in which we point out how we use the proceeds. You will see that this past year, I believe 16 off the top of my head, buildings of our main depots have been certified with the best possible certificate, the gold standard certificate. That means that these buildings are have been optimally made sustainable.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Yes, that is our aim, to make sure that all the buildings that we have, that we own, that they have that same standard or comply with that same standard. Of course, those buildings that we're still building, they don't have such a certificate yet. All these buildings that look the same all are depots. Parcel depots have the same layout, they look the same, they all comply with the same standards. Yes, a question, please. Go ahead.

Speaker 17

Thank you, Chairman. My name is Stevenson. We've been talking about these sorting centers. By coincidence, there's I am, or there's someone here who's a shareholder in Montea, and they purchased 2 sorting centers from PostNL last year.

I asked questions about that. The answer I was given was that PostNL wanted to leave Den Bosch. I'd like to hear from you how what you have to say about this. This happened one month after the AGM. First you said, "We're gonna keep things as they are, we're comfortable with it." Now then it turns out that a new owner says that PostNL is about to leave. Mr. Hage / pim, in his presentation, talked about sale and leaseback. Our non-strategic buildings were sold and then leased back. Of course, there are deadlines to these leasing contracts. That applies to Den Bosch and also to other buildings. You can always extend these leases.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

What you do is, in the business, you need to assess whether this is the point in time in which we could reduce the number of sites from which we work, or has the time not yet come because our volume decline isn't as steep as we thought, whatever, and then you can extend your rental period. We haven't yet taken that decision, and we are not going to take such a decision in the time being. At some point in time, we will have to decide whether or not to extend these contracts. For now, we're going to continue to work with the buildings that we have, and there are no plans to make any changes. How can they at Montea say that PostNL is going to leave Den Bosch?

They can't say that," says Mr. Hage / Pim , "because there are rental contracts, and these rental contracts have been set up in such a way, and we deliberately decided to do that we can extend them. Why? Because you obviously don't know how the world will change and what the implications could be for our infrastructure. They cannot say what they said. If at some point we would consider to leave, we will rescind the contract or we will decide to extend the contract. These are decisions to be made in the future. As I just pointed out, for the time being, we will continue to operate as we are operating right now." T

Speaker 17

hank you, Mr. Chairman. I'm looking around. There are no further questions, and this item of the agenda has been discussed sufficiently.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Let us proceed to item three of the agenda, which is remuneration, and more specifically, agenda item 3-A, which is the discussion of the remuneration report. Since 2020, the remuneration report is put to you on an annual basis, by way of advisory vote. The remuneration report for the financial year 2022 can be found in chapter 15 of the management report. I'd like to give the floor to Ad Melkert, the Chair of our Remuneration Committee, to explain the remuneration report. Ad?

Ad Melkert
Chair of the Remuneration Committee and Member of the Supervisory Board, PostNL

Well, Jan, as we pointed out, the remuneration report for 2022 will be put to you by way of an advisory vote.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

Before we proceed to the vote proper, I'd like to point out that both remuneration of the board of management in 2022 and the remuneration of the supervisory board in 2022 are in line with the policy concerned, respectively, 2022 and 2020. These policies have been adopted in the shareholders' meetings. In this context, it's good to highlight that at previous shareholders' meetings, you adopted the remuneration report for 2021 with a majority of 99.54%. Following up on this and with representatives of several stakeholders, we talked to them and we asked them for input regarding the annual, the report, the remuneration report for 2022, and this has not led to any adjustments to the remuneration report.

The year 2022 was a year in which PostNL had to navigate a rapidly changing world in which the circumstances were considerably turbulent. The global macroeconomic and geopolitical conditions were very tough, with record inflation and consumer trust that hit rock bottom. PostNL adjusted its network constantly in order to secure services to the customer. At the same time, PostNL is moving towards a future-proof organization in order to be able to anticipate even quicker and better on developments in the field of digitization, innovation, and sustainability. Despite the rapidly changing and turbulent market conditions and the tight labor market, PostNL has entered into new CLAs for all employees of PostNL and has adjusted the pension plan so that the pensions of employees and former employees could be subjected to indexation.

You will find the remuneration report for the financial year 2022 on pages 116 to 129 of the annual report. On page 123, you will see the overall remuneration of the Board of Management for 2022, which is lower as compared to 2021. This is caused, first of all, by the fact that there's no short-term variable incentive for 2022. Second, a lower long-term incentive that has vested in 2022 as compared to the value of the LTI that vested in 2021. Finally, specifically for the CEO, lower pension costs in 2022. That concludes my contribution. Thank you. Ad?

We will now proceed to answer questions. As far as I know, we have not received any questions from the chat in the virtual meetings. Are there any questions here in the room? No. Let me just see. I need to read out to you.

Before you cast your vote, before we proceed to the vote, I can inform you that from the list of attendees, we know that along with the shareholders that are attending this meeting digitally, 971 shareholders are present or represented at the meeting, and together they're entitled to cast 193,908,031 votes, which means that 39.77% of the issued share capital is represented here today, and the proxies and voting instructions given to our civil law notary, 34.7% of the represented capital. With that, Ewout, you are going to explain the voting system to us. Good afternoon. We're using the same voting system as last year because of a slight delay on the webcast.

The option to vote remains active throughout the meeting, and we will present the slide at the end of the meeting, so you can vote throughout the meeting on all items on the agenda. You will also have the opportunity to vote straight away on all items. You can also wait to cast your vote until that item on the agenda has been addressed. For those in the audience, you can use your smartphone or tablet or the device you received upon entering to vote, and you received a meeting code when you entered. If you log on, you will be able to cast your vote via the app. You can vote in favor or against or abstain. For our participants online, you've logged on via the ABN AMRO system and can therefore all cast your vote on all items.

You can modify your selection until the chair closes the vote at the end of the meeting when your final choice will count. That's why we will be disclosing the results of the vote only at the end. As soon as the opportunity to vote has been closed at the end of the meeting, we will depict the results of the vote on the screen for each agenda item based on the votes ca.t by you during the meeting and based on any written or electronic proxies. I'll hand you back to the chairman now. Thank you, Ewout. Please cast your vote now regarding the remuneration report for 2022. Now, on to agenda item 4, adoption of the financial statements for 2022. You will find them in a report from the board of management from page 141.

As stated previously, the financial statements were audited by KPMG. The auditor's opinion appears from page 250 of the annual report. We will take any questions that those present may have or that are submitted via the chat. Are there any questions about this agenda item? No. If no additional questions remain, I ascertain that the financial statements in the annual report have been addressed in sufficient detail. Please note that you can cast your vote and consult the agenda about the adoption of the financial statements for the 2022 financial year. The dividend and the dividend policy. The dividend policy of PostNL. Pursuant to the Dutch corporate governance code, these guidelines are addressed and accounted for as a separate agenda item at this meeting.

The dividend policy has not been amended with respect to the dividend policy as explained during the shareholders meeting last year. The highlights of the dividend policy are, dividend distribution is conditional on being properly financed in accordance with PostNL's financial framework. The aim is to pay dividend that develop substantially in line with operational performance payout ratio of around 70% to 90% of adjusted comprehensive income, and shareholders are offered a choice to opt for cash or shares, and the interim dividend is set at roughly one-third of dividend over the preceding year. On to agenda item 5-B, the appropriation of profit.

On the assumption that you have adopted the 2022 financial statements, we propose a dividend to be debited from the earnings from the 2022 financial year for shareholders, equaling EUR 0.16 per ordinary share, which equals a payout ratio of 85% of the adjusted total result of EUR 90 million. EUR 0.14 has been distributed as an interim dividend in August 2022, resulting in a final dividend of EUR 0.02 per share. Pursuant to the dividend policy, The dividend will be distributed in cash or in shares at the discretion of shareholder.

This proposal includes the proposal to the general meeting to designate the Board of Management as authorized body with the approval of the Supervisory Board to issue a number of ordinary shares to the extent necessary to pay out the share dividend and to exclude the preemption rights in relation to this issue. The exact number of shares will understandably depend on whether shareholders opt for dividend in shares or in cash. The technical details regarding the distribution appeared in the explanatory notes to this meeting in the press release issued on 27 February and 7th March of this year. Now on to answering any questions that the people present in the room have or submit via the chat. Are there any questions? No questions via the chat. Yes, Mr. Van Den Bosch.

I would prefer less cash dividend to be issued and more to be invested in purchasing shares because the. As a result, you won't have an inundation of shares, and, the years ahead, you'll have higher earnings per share, which I believe would benefit the company. I say this every year. Take that on board, Tim. Do you have anything to say regarding that? Yes. I'll say something, but not because you say this every year, Mr.

Van Den Bosch, given the balance sheet on at the end of 2021, we did that because there was latitude to repurchase shares, and the shareholders said that they appreciate being able to opt between a cash dividend or dividend in shares, and that's how we mitigate the dilution as a result of issuing shares, and that's why we accomplished that. We purchased a first tranche, and if the balance sheet allows latitude for that, we'll consider that with a leverage ratio of debt versus EBITDA of nearly two at the end of the year. We do not believe that this is the right time to do that again, so not at this time. Any other questions? Yes. I'm Mr. Kainer from the VEB. Very specifically, how do you avert cyclical repurchasing?

You purchase when there's some latitude on the balance sheet, and then the share is very expensive, and then when the share price drops on the market, your balance sheet won't allow for that. How do you address that? By continually checking what the best ways of financing the balance sheet. We'll see what the best ways are to refinance bonds issued and what capital employment we expect to be necessary for the business given our need to invest in competitiveness. We also look ahead, and we're going to be doing that this summer again when we describe a more long-term strategic perspective. Okay. I hope I understand your question. Yeah, excuse me. I hope I understand your reply properly. How do you ensure that your repurchasing of shares is anti-cyclical, or do you say that's by definition impossible?

When I would like to, I'm not allowed to. It's a function of the quality of the balance sheet and the capital allocation funnel that are part of the equity strategy PostNL. First, we need to ensure that business performance improves, that margins improve, and we expect that they'll do that. When growth resumes, that from there will return to returns on investment capital, and that will lead the balance sheet to improve. Then we can determine what the best allocation of that balance sheet is. Very specifically, for the third time, can you avert the issue that I just described? Is that issue is not by definition the same issue? Share price trends depend on the capital market, not only PostNL's underlying performance. Thank you. Okay. Thank you.

I'm Mr. Stevens from the SRB. I'm not satisfied with that reply. There's also a question about the 0.4 that we had on the 14th. There was a point that PostNL looked like it was going to thrive. Wouldn't it have been better to bide your time to see whether that would actually come about? I believe that you're using year-end 2021 as the definitive date when you decided to purchase, to repurchase shares. If you had waited 3 months to see how the year would progress, then you might have decided not to repurchase. We do everything for a reason. By not taking random decisions, we indicate explicitly how we'll use the balance sheet latitude. Investing in the business comes first. At the end of 2021, we had 0.4 EBITDA on the balance sheet, which was significantly lower.

Nor did we have any prospect of a better use. There was reason to expect, and in our view, justified expectation that 2022 would proceed as we predicted. We were taken by surprise, as were many others, that that war broke out on February 24th, leading to the effects that we discussed today. We did not see that coming. The decision was taken at that point in time, and we committed to that and notified you as shareholders that we would be doing that. We carried that out. Nonetheless, we completed the year with a leverage ratio below 2.0, because we took mitigating measures to correct that, by removing EUR 45 million in cost from the chain, by investing working capital, and by adapting to the changing market circumstances to remain within the contours of financial policy.

I do not really support repurchasing shares, to be honest. We would personally have preferred you to wait a bit longer, and we would have preferred that you take a more careful look because this item is not a steady business. It fluctuates depending on seasonal influences, and that's why I'm saying it would be better to have a bit more cash on hand and to see how you're doing. If you continue to thrive, you can say, "Okay, now we're going to repurchase some shares." I don't believe that your consideration was entirely correct. We disagree. That's all I can say about that. Thank you very much for your question. I'm looking around the room. Are there any other questions? If not, I would like to remind you that you may cast your vote on the appropriation of profit, item five B.

I'm going to continue to the item discharge. Item 6 on the agenda, release from liability. The general meeting of shareholders is requested to release the members of the Board of Management and the Supervisory Board for performing their duties in the 2022 financial year. As the Supervisory Board, we believe that it's important to focus on realizing the strategy and creating sustainable long-term value to address the risks and opportunities of PostNL. In performing our duties as Supervisory Board, we discussed various matters with the Board of Management, including addressing the challenges of the current macroeconomic circumstances and obviously the situation in Belgium.

As one of the largest employers in the Netherlands, considerable attention is also devoted to the people who work at and for PostNL, obviously, we address the results of parcels, mail, and CBS, creating value for our shareholders. Other very important topics for PostNL that we regularly address are sustainability and digitalization, we assist the Board of Management in all of this, supervise and advise as needed. As stated, 2022 was a year of challenges, a disappointing one as far as the results were concerned. The macroeconomic circumstances in the geopolitical arena caused high inflation, pressured labor costs, leading to low consumer confidence in turn impacting consumer spending.

As Supervisory Board, we note that the Board of Management did its best to address the difficult circumstances where PostNL and the entire e-commerce market were operating. Considering the impact of the challenging macroeconomic circumstances since the end of February 2022, with an impact that became increasingly manifest over the course of the year, the Board of Management took swift and firm action to improve operational efficiency and maintain our financial leverage, supporting the result trends in 2022. In addition to the efficiency measures taken, including reducing storage capacity and optimizing routes, rates were adjusted to reflect the higher expenses wherever possible. Measures were taken to mitigate the impact of the cost increases and to scale back capacity by reducing investments according to volumes and by strictly managing working capital.

At the same time, good progress is being made on important elements such as the digital transformation, as well as in sustainability. PostNL also made good progress in ESG, such as greater sustainability and concluding new CLAs, while the digital transformation of PostNL forges ahead steadily. Also in 2022, PostNL completed the first ever repurchase of 51 million shares and PostNL's pension scheme has been amended with an agreement that both employees, participants of the pension funds and PostNL benefit from. As such, the strategy is being implemented with consideration for the company's financial position. Given the challenging circumstances, crucial that the board of management continues to invest under supervision of the supervisory board to reinforce our foundations and solidify our position in a dynamic and highly competitive market.

In 2023, we will continue to innovate our services and improve customer value. In addition to various initiatives for efficiency improvement, largely in parcels, we also announced that we'd be reducing our overhead from 200-300 FTEs. We announced other measures to continue reducing indirect costs based on the growth trend in e-commerce over the long term, supported by fundamental growth indicators. We're fully confident about our strategy. The proactive approach of the PostNL management ensures a good starting position for PostNL to resume the e-commerce growth. Of course, the measures presented will carry over to improved results after 2023 and will receive additional support when the economic outlook improves. As Supervisory Board, we supervise the policy pursuit and try to encourage the Board of Management in its daily decision-making to guide the company through these difficult times.

On to addressing agenda item 6A and 6B. First, agenda 6A. The general meeting of shareholders is asked to release the members of the Board of Management from liability for the duties they performed in 2022 to the extent clear from the board report and the financial statements for financial year 2022, or conveyed to the general meeting of shareholders in other ways. I will answer questions from the audience and questions submitted via the chat. No questions were submitted via the chat. Are there any other questions about this agenda item?

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

No.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

No? If there are no additional questions, let me remind you again that you may cast your vote regarding the proposal to release the members of the Board of Management of PostNL from liability. Releasing the Supervisory Board from liability at agenda item 6 B. The General Meeting of Shareholders is also asked to release the members of the Supervisory Board from liability for the duties they performed in the 2022 financial year, as is clear from the report from the Board and the financial statements concerning the 2022 financial year, or disclosed to the General Meeting of Shareholders in other ways. Are there any questions about that? No. May I remind you to cast your vote regarding the proposal to grant the members of the Supervisory Board release from liability, the Supervisory Board members at PostNL.

That takes us to agenda item 7, the composition of the Supervisory Board. The 1st agenda item 7A, notification of vacancies on the Supervisory Board. In keeping with 23 1 of the articles of association, Supervisory Board comprise at least 3 members. The Supervisory Board determines the number of members on its own. Marike van Lier Lels will step down after the end of this Annual General Meeting in keeping with the scheduled rotation adopted by the Supervisory Board. Fortunately, Marike is, who is sitting over there, she will be happy to accept a reappointment for a 4-year term, and the Supervisory Board unanimously desires that we retain her on the Supervisory Board. I'll say more about that in a moment.

In addition, following conversations conducted last year with VESA Equity Investment, the supervisory board has decided to nominate Martin Plavec as an additional member of the supervisory board, so that after the end of this meeting, the supervisory board of PostNL will comprise eight members. Now on to agenda item seven B. The general meeting of shareholders may recommend persons to the supervisory board, to be nominated as member of the supervisory board with due observance of the relevant profile. We are not aware that the general meeting of shareholders wishes to exercise its authority to recommend candidates and has waived this authority. We will continue with the next item on the agenda. That takes me to agenda item seven C.

The general meeting of shareholders does not wish to nominate other persons, the Supervisory Board would like to nominate Martin Plavec as member of the Supervisory Board for a four-year term, and Marike van Lier Lels to be reappointed to another four-year term on the Supervisory Board. Both appointments comply with the provisions of the corporate governance code and applicable legislation regulation. On to agenda item 7D. The Supervisory Board is pleased to nominate Marieke van Wieringen for reappointment on the Supervisory Board. The Supervisory Board unanimously believes that Marieke van Wieringen's expertise has been of great value to PostNL in recent years. She is highly experienced in managing large companies and in logistics, and has acquired great knowledge and experience at PostNL and in its market in recent years.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

In that light, the Supervisory Board would like to retain her knowledge, experience and expertise. We are therefore delighted that Marieke is available to this end. Her curriculum vitae and the substantiation for her nomination appeared in the explanatory notes to the agenda. Are there any questions for her in the audience? I believe that Mr. Van Den Bosch beat you to it by a moment. I'm Mr. Van Den Bosch. I object to Mrs. van Lier Lels being reappointed. I have various personal reasons that I would not like to state publicly. I believe that the Supervisory Board should continue to comprise 7 persons if we reorganize operationally in PostNL. I also believe in a supervisory capacity, the total membership should receive consideration as well. That's my point. Mr. Van Den Bosch.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

I disagree, I would not like to lose Marieke given what she has provided in terms of input. We assume that you accept that we will not do that. Are there any other questions? I'm Mr. Stevens from the SRB. We would like to know what motivates Mrs. van Lier Lels to continue for an additional four years as supervisory board member at this fine company. Marieke, may I ask you what motivates you to work for this fine company? Yes. I've been a supervisory board member for four years, and I would like to serve as such for another four years. PostNL is an excellent company, is well run and is also at the forefront of our society and has a huge social responsibility and that fascinates me.

I believe that based on my experience, I worked at Schiphol, at Van Gansewinkel, at Connexxion, and basically always in logistics. I believe that I can add value on the Supervisory Board. I have a true background in logistics and operations, and I try to do my bit in that respect. Thank you very much, Marieke. Thank you for the question. Are there any additional questions? No. If not, may I remind you that you may cast your vote regarding the proposal to reappoint Marieke as a Supervisory Board member. Now on to 7 E, the proposal to appoint Martin Plavec to the Supervisory Board as a member. As we indicated previously, the Supervisory Board was in conversation with VESA Equity Investment since the beginning of last year about adding a Supervisory Board member. Given the importance of VESA Equity Investment in...

Excuse me, given the interest of VESA Equity Investment in PostNL, that corresponds with policy. We had good and critical discussions with them. Of course discuss this with the entire Supervisory Board. As such, proceeded with care. Ultimately, as the Supervisory Board, we decided that we support an addition. In consultation with VESA Equity Investment, the decision was taken to nominate Martin Plavec to serve on the Supervisory Board. The Supervisory Board is of the opinion that Martin fits the Board's profile and enhances the Board's diversity.

In addition, by adding Martin, the supervisory board will receive a valuable addition to the already present knowledge concerning e-commerce and last mile delivery, and we're also delighted that he's available to us and his curriculum vitae and the motivation for his nomination also appeared in the explanatory notes to this agenda item. In addition to the knowledge that Martin will bring on board, his addition also does justice to the size of the interest of VESA Equity Investment in PostNL, and subscribes to their envisaged long-term investment in PostNL and the support of VESA Equity Investment in PostNL's strategy and management. This also appears in the report that VESA Equity Investment published. Given that Martin is affiliated with VESA

Equity investment. Martin qualifies as non-independent pursuant to the corporate governance code. As indicated, Martin is present at the meeting online. He will introduce himself and of course, you're welcome to ask him questions. Because he is a Czech national and does not speak Dutch, Martin will deliver his introduction in English and will answer any questions in English. An interpreter is present to interpret the introduction and reply to questions for you into Dutch. If desired, you can obtain a headset to listen to the interpretation into Dutch, or you can opt to listen to the English without a headset. The in-interpreter will also interpret your questions asked in Dutch into English for Martin, so that you have the opportunity to ask your questions in Dutch if you like, and they will be interpreted for Martin.

Please consider a slight delay, a time lag. Before I give Martin the floor, please note that Martin is present in his capacity as nominated supervisory board member, not as a representative of VESA Equity Investment. Martin.

Martin Plavec
Member of the Supervisory Board, PostNL

You follow me? Action of yourself. You look good at least.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Yes. Thank you, Jan. Thank you. You do as well. Thank you, Jan, for the floor. First of all, good afternoon to everybody. Please allow me to thank to the Supervisory Board for the nomination and also for the discussions we have had throughout the nomination process with each of the respective members of the Supervisory Board. As for myself, my name is Martin Plavec. As it was mentioned, I'm a Czech national. By education, by background, I'm a lawyer and an economist. In my professional career, I have been serving at various M&A and financial positions within the EP Corporate Group over the last six years, mainly in the sectors of media, real retail, and logistics.

Martin Plavec
Member of the Supervisory Board, PostNL

For my current positions, these include an investment manager at VESA Equity Investment, which is our vehicle for investments in the public equity markets, including PostNL. An investment associate at Czech Media Invest, which is an umbrella holding for our activities within the media sector, comprising activities mainly in the Czech Republic and France. Besides that, I serve on the executive board of the Dodo Group, which is a innovative startup that is offering same-day delivery solutions for e-grocery and e-commerce in general. Therefore, as an investment professional, the contribution expertise I would like to offer to PostNL mainly lies in the areas of strategy, finance, and this can be combined with the hands-on knowledge in the fields of e-commerce and last mile.

With this, I would like to thank you for your attention, and I hand over back to Chairman Jan.

Ad Melkert
Chair of the Remuneration Committee and Member of the Supervisory Board, PostNL

Yeah.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Thank you, Ad Melkert.

Martin Plavec.

We will now proceed to answer any questions that you may have. Yes. I will not ask how you ended up with this gentleman or he was highlighted to you, and you were asked whether you could agree with that. What we would like to know about him is his motivation, the reasons why he would like to become a Supervisory Director at this company. Well, perhaps, says the Chairman, perhaps I should respond to your first comment that he was imposed to us. No. We consulted, more than a year ago, we had these conversations and we had them throughout the year about the kind of profile that we were looking for, who we're looking for. We did that in the context of an excellent relationship. That's one thing. Second, you've seen this in...

Ad Melkert
Chair of the Remuneration Committee and Member of the Supervisory Board, PostNL

You've heard this in the introduction of Martin, that he has knowledge and expertise of logistic company, last mile, retail. For the rest, I must say, an extremely intelligent young man. What I see is diversity, but it also really strengthens our supervisory director, Supervisory Board, quite apart from the fact that he's linked to a major shareholder. I object against your words that he's been imposed on us. I'm sure you understand. Well, says the shareholder, I didn't really mean it to sound like that, Chairman, shall we ask Martin what motivates him?

Motivation.

Martin Plavec
Member of the Supervisory Board, PostNL

Yes, for sure. For sure. The motivation are clear. I've been in the field of logistics within our group for, as I said, 6 years. I believe there's this, there's a knowledge I can bring to the table, potentially, also in the areas of e-commerce, e-grocery, and last mile delivery, which is a segment that is growing. I think it's the future for the company, and we would like to contribute to that.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

What does he believe he can add and contribute to PostNL?

Can you follow that? What can you add to PostNL?

Martin Plavec
Member of the Supervisory Board, PostNL

As I said, as I've mentioned, the knowledge that I bring mainly in the strategy, because all the investments that we have within the portfolio are strategic ones. Again, I think I offer strong financial skills, which is a key prerequisite for the functions that I currently serve in within our group. Also, I'm in the, I would say, hands-on touch with the management of the Dodo Group, where we are working on innovative solutions for the e-groceries and parcel delivery.

Okay. Yeah.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Any other questions, Mr. Van der Bos?

Martin Plavec
Member of the Supervisory Board, PostNL

Uh,

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Actually, I have two questions. These are questions about other participating interests of VESA. I'm talking about GLS, and I don't know whether I'm pronouncing it correctly, OPE in Poland, Romania, and Czech Republic, a sort of PostNL that also concentrates on the last mile delivery. VESA. Well, let me put it this way. Does VESA intend to link up a number of networks based on their independence? Well, Mr. Van der Bos, I must remind you, since the chairman, that I myself have just said that Martin will be coming in as a dependent supervisory director, but as a supervisory director of PostNL and not as a representative of VESA.

I understand if you have this percentage of shareholders, and I understand that as an investor as well, that you, at some point, you want these people in your executive board or your supervisory board in order to supervise the money. Whichever way you look at it, of course, we can differ in terms of opinions, but it's a given. That is why I'm asking the question. This question, the other investments that they have, that VESA has, I'm not gonna ask about West Ham United, whether that fits with Feyenoord. I'm not asking that. I'm asking about GLS, which is a subsidiary of Royal Mail. 15% or 18% is the stake they have. OPE is also a participating interest of VESA in Romania, Czech Republic, Poland.

Whether they are sort of stringing beads all on an independent basis, but whether they're going to benefit and leverage the knowledge in the companies. That's my question. Of course, there's going to be an approval. If you have 30% or 29% of the shares, the rest will follow automatically. I mean, that's a very logical question, and it's also about continuity vis-à-vis PostNL, the other participating interests. He, as an investor, how does he see this? An investor and a supervisory director, I really don't see the difference. Chairman, there is indeed a difference, but I'd like to give Martin the opportunity to answer your question. But Martin is here first and foremost as a potential supervisory director of PostNL.

Ad Melkert
Chair of the Remuneration Committee and Member of the Supervisory Board, PostNL

This, question. I'm not sure if you can give an answer.

Martin Plavec
Member of the Supervisory Board, PostNL

Yes. It was a bit rough. I completely agree with you on, I mean, the translation was rough. I did. I think I caught the gist of the question. I fully agree with you on this is, I don't think this is a question related. I would, I wouldn't answer it.

Ad Melkert
Chair of the Remuneration Committee and Member of the Supervisory Board, PostNL

Okay.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Well, that was by coincidence that the connection sort of dropped. Sir. My name is Keiner, the VEB, the Association of Stock Holders. As a VEB, we ordinarily are not very happy with these dependent supervisory directors, I just changed my mind. If there is one company that really would benefit from someone who has such a big stake in PostNL, I think PostNL can learn so much. Part of this shareholder's drive can really help. As I just suggested, you should talk to private equity. I talked to some of these parties. Perhaps here you have someone you can learn from, and the board may even feel the pressure from someone like him, I think that's a good thing. Well, that's good. Thank you.

I was about to give the same answer in answer to your question, you said it yourself. Are there any further questions? Your colleague raised her hand. You can decide who takes the floor. I do have a couple of questions regarding the nomination. I don't have questions to Mr. Plavec. I hope I'm pronouncing it properly. I do have questions to the supervisory board because you yourself are referring to the Dutch corporate governance code, and I believe that trade unions are also in part involved in that corporate governance code. You said that this nomination, that this person concerned is not independent. We had reached the same conclusion. It's a pity that you write this in the CV and you don't add this text with the agenda point.

Given the code, I do think there's another important point that has not been discussed, and we've not been informed about as shareholders. The Dutch Corporate Governance Code includes principle 2.7, which is about a potential conflict of interest. If a member or potential member of the supervisory board is nominated, who is employed by an organization that has at least 30% shares, and of course, we can have a whole debate about the voting rights, et cetera, et cetera. We have a couple of questions in this context. How will PostNL deal with any possible conflict of interest, given the fact that VESA has 30% of the shares, how is PostNL going to make sure that VESA cannot benefit from the information that it might have access to via the supervisory board?

At the AFM, there are two percentages that have been registered, 29.9% and 31.4%. Another interesting question is, quite apart from dividend issues, around 30%, there is an obligation to make a public offer. Given that fact, this element of possible and potential conflict of interest becomes even more important because a situation can come up that VESA would have to make an offer. That leads to the following question: Has VESA already issued an offer, or how will PostNL deal with the situation in order to make sure that VESA does not benefit from any potential conflict of interest? I'm not saying that there's a conflict of interest, in view of principle 2.7, is there a risk for potential conflict of interest?

It's up to the Supervisory Board how to deal with that and how that has been secured in the decision-making process, but also in the process of your deliberations, because the Corporate Governance Code and the Dutch Civil Code do refer to that. I have a very clear opinion about that, says the chairman. Eva, perhaps you can point out what the legal context is because conflict of interest, and we've already highlighted that internally, should there be a conflict of interest that the person concerned then shall not participate or take part in that meeting. About this point, I can give you an example that I have dealt with in the past, that this is simply corporate governance in the Netherlands, perhaps, Eva, you can add to that.

I can simply confirm that as soon as a conflict of interest emerges, Mr. Plavic or whichever supervisory director may not take part in the deliberations. Up to that time, he is allowed to. Perhaps in addition to that, this is something that we agree with Martin, as we agree with other supervisory director, there's confidentiality. That is how we secure that no information is shared. I understand your answer. Nonetheless, we are concerned about this potential and possible conflict of interest, you have given a clear answer. Given this potential risk, we don't think it's a good idea for this person to be nominated, we will vote against. Chairman. That's clear. By the way, it is.

It is quite logical and normal for a group with such a participating interest to nominate a supervisory director. It's ordinary course of business. My name is Dekker for the minutes. In my life, I've attended many shareholders meetings and I've seen a lot. I'd just like to remind you of a case, De Telegraaf, a blocking minority, another case, Batenburg, blocking minority. I'd like to remind you of how versus Boskalis. Fact of the matter is, the Authority Financial Markets caused this. This 30% is an easy trigger for someone who is close to the 30%. All they need to do is buy a bit more then they are forced to issue an offer. It's not even voluntary. I'm wondering, this is really a question that has been raised before.

This is supervisory director that operates independently as a supervisory director, but he's also given knowledge, historical knowledge about the value of a company. Something I'm wondering is whether you go along with the understandable request to nominate a supervisory director. I would have expected you to say something about formal or informal arrangements on a standstill agreement, for instance, of three years, but you're not willing to say anything about that. Chairman, what we feel is very important is that the press release that they issued themselves, that they support the strategy of PostNL and also the management of PostNL. I think that was and that is sufficient for us for the time being. Well, says the shareholder, situation was different for De Telegraaf.

I'd just like to remind you that the supervisory director at Batenburg, which by chance was a similar supervisory director as Telegraaf, was very pleased with Batenburg and that there was every reason to try to get 100% instead of not making an offer. Well, coincidentally, I was chairman of the supervisory board of TMG Group at the time. But we have full confidence in all the arrangements that we have made, I don't think there's anything more to add. I am really looking forward to Martin becoming a member of our supervisory board. Can I then re-remind you to cast your vote? Let's move on to 7 F, announcement regarding vacant positions in supervisory board that will come about after the annual meeting of shareholders in 2023.

According to the roster, Jeroen Hoencamp and Ad Melkert, as per the close of this annual meeting of shareholders in 2024, will step down as supervisory directors. Fortunately, they have both indicated that they are available for reappointment, and we, as a supervisory board, are very pleased with that. Are there any questions on this item? No. Now I'd like to proceed to the next item on the agenda, which is agenda item eight, which is the intended reappointment of Herna. As was announced on ten October 2022, the Supervisory Board intends to reappoint Herna Verhagen as CEO, Member of the Board of Management of PostNL as per eighteenth April 2023 for a period of four years. You've seen her resume and the main elements of her remuneration package. That will not change as a consequence of the reappointment.

Supervisory Board is extremely pleased that Helena, once again, is available for PostNL in this very important stage of the company. With Helena at the helm, PostNL has taken important steps over the past few years in realizing our strategy and ambition and creating value for PostNL. We've seen robust growth in parcels and transformation to an e-commerce company. We've positive consolidated shareholders' equity that we've realized. We've solved our pension problem that leads to a higher indexation in 2023 and considerably lower pension costs as per 2023, and the elimination of the risk of further additional payments in the future. We have sold our German-Italian operations as well as other non-core participating interests, and we acquired Sandd and fully integrated it and conducted a large sale in the East Pak transaction.

Major steps were made in terms of sustainability and the acceleration of digital transformation. All this has led to a better financial position in line with our capital allocation framework. We continue to invest in the acceleration of our digitization process, our people, and sustainability. We have already talked about the way in which Herna, together with Pim Berendsen, in view of the impact of the very challenging macroeconomic developments since end of February 2022, how they have quickly intervened to taken measures to improve operational efficiency and improve our financial position. We saw this in the performance in 2022.

At the same time, good progress was made in terms of important aspects such as digital transformation and sustainability, new CLAs were entered into, and the pension plan was adjusted with an agreement from which the employees, participants of pension funds and PostNL will benefit. Proactive approach of the management led by Helena leads to a good starting position for PostNL in order to resume its trajectory of growth in e-commerce. Furthermore, the management team and the Board of Management has been changed and renewed with a new executive committee. This means that it is of the utmost importance for the Supervisory Board that Helena continue to head the company and help navigate PostNL through these very tough market conditions. Helena devotes a lot of time to PostNL.

She's always present everywhere, and with her extensive knowledge, experience, and network, she is the person to head PostNL together with Pim in this next stage. Are there any questions or comments? The gentleman of the VEB. My name is Mr. Kane of VEB. It won't surprise you that I do have some questions or comments about this. First of all, before I start with my respectful but critical comments, about 10 years ago, I said when we were faced with the announcements of Ms. Verhagen, I said that, "Well, this is a hopeless mission, not because of Ms. Verhagen, but because the situation the company was in. Even Superman couldn't help us. That's what I said at the time. This company will never become profitable. I was extremely pessimistic at the time, but by nature, I am an optimist.

Not everybody agreed with me at the VEB, I must acknowledge that many issues have been solved. Pension problems is on the top of the list, then there must have been serious issues with parcels, that there's a better balance, the company is still operational. That deserves a compliment, especially because as CEO of PostNL, you have very little freedom. Politicians play an important role. You can't determine the price of your own product, that doesn't apply to most of the other companies. Having said that, I heard complaints from the trade union, living wage, EUR 12 an hour is very little. EUR 2,000 gross salary is not enough. Your partner needs to work, or you have to work more than 40 hours.

Shareholders, contrary to what people may think, shareholders have not become much richer under the leadership of Miss Verhagen. If an investor invested EUR 1,000, 10 years ago, will be left with EUR 80 now. She has solved many things, but there's one thing that she hasn't solved, economic value creation that leads to value for shareholders. Of course, that could take two or three years. I would understand that, but this has taken 10 years. My specific question is, why should I have faith in the fact that Miss Verhagen, along with her colleague, Mr. Berendsen, will succeed over the next four years to create this value for shareholders? I understand the company is operating, customers are relatively happy. Not everybody is unhappy. Not all the employees are unhappy. Stakeholders, they're doing okay.

What about the shareholders? They're being short-changed. What made you decide to go ahead with this company? Is there really nobody else in this whole wide world that can manage this company? Well, my short answer is that we talked about this at length in the Supervisory Board. We considered all sorts of things, we really think that with the experience and the knowledge, Herna Verhagen devotes a lot of time to PostNL, which I think, I mean, I don't share your experiences over 10 years in terms of what is being done, what she has done, and of course, there's always a lot to be done. We all agree that she, together with Pim, is the best person to manage this company. Of course, you can ask, well, is this there nobody in this whole wide world?

Martin Plavec
Member of the Supervisory Board, PostNL

No, not at this point in time. Mr. Keiner. Your answer is not very surprising, and I may be rather mean in asking this question. Is the conclusion, therefore, that given the situation that PostNL was in 10 years ago, that the system was so weak and that the business model was so weak and that you had to apply so many repairs or that the market conditions were so terrible that this was all you could make of it? That over the next few years, also for the shareholders, there are gonna be higher returns. If your answer is no to that question, yes, we're going to continue to run the company, the company will be operational, but there are not gonna be any returns for shareholders, then I don't agree.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Says the chairman, we've just experienced a very exceptional year, and the necessary measures have been taken by the Board of Management that are going to bear fruit, perhaps not immediately, but in due course, they will. I'm not gonna promise you anything. You can't expect me to make any promises. We truly believe that this is a good team, and we've said this before. The entire executive team has almost entirely been replaced. We have a great deal of confidence. Mr. Keiner. Let's hope there'll be returns for shareholders. Despite my critical words, I'd like to compliment you on all those things that have gone well. The shareholders haven't really made a lot of money. Thank you. Mr. Van Den Bosch. Mr. Van Den Bosch.

Jan Nooitgedagt
Chairman and Supervisory Board, PostNL

I have known Mrs. Verhagen for quite a while. She was introduced by Pieter Korteweg , a Supervisory Board member and manager in whom I have great esteem. Pieter Korteweg and Mrs. Verhagen addressed the shambles of Mr. Korstra and that French lady and others. They had to clear it up and were dealing with some components in the Netherlands, for example, politics that are highly influential, as the gentleman from the VEB rightly noted. I personally am happy if Mrs. Verhagen would pull us forward for another four years. I am in favor. I'm going to cast my vote in favor. Thank you.

Thank you, Mr. Chairman. I'm Mr. Stephenson from the SRB. I have also known Mrs. Verhagen for quite a while. She worked for parcel p ost as well.

I worked for PostNL, TNT, etc. You name it. Are you getting toward a question, Mr. Stevenson? Asked the chairman. Because Mrs. Verhagen truly knows what happens on the work floor. She has a driver's license. I believe that she drives four times a year to the Post. She knows what's happening on the shop floor. In my view, she's the best person to run this ship. Just think of somebody who just sits in the office and once in a while checks the depot and tries to run things. We want somebody who really knows what's happening on the shop floor. She knows what happens at the sorting centers and what happens at the parcel sorting centers. You can ask her anything and get an answer.

I don't think we could find a better person for this position. Please go ahead. Thank you. I would like to recall that I basically understand the remark from the VEB. There are three important components. The first is that PostNL started with a very unreliable balance sheet that was extremely tricky, especially given the other company that experienced huge fluctuations. That's one. Second, we experienced the fairly irresponsible management of Sandd, and it wasn't solved overnight, and that caused long-term bad blood. In my view, those are very important factors, and we managed to resolve those. From a fairly irresponsible, unfavorable starting position, that for which she is not to blame, she has established quite solid foundations. As a shareholder, I'm very satisfied with this. I understand that things will remain difficult.

Initially, the situation was even worse because the pension provisions were quite disappointing due to changes in interest rates. You had managed to overcome 3 very difficult obstacles and that were not so profitable. We had two years that were not so bad, cynically speaking, because of Corona. Be it. I can certainly see that you have made the best of everything, and thanks for that. Thank you. If there are no more questions, let's continue to agenda item 9, which is the designation of the Board of Management. First, 9 A. Once again, this year, we were proposing to designate the Board of Management as authorized body to issue ordinary shares for a period of 18 months from the date of this meeting, so until 18 October 2024.

If this agenda item is adopted, the previous designation until 19 October 2023 will be canceled. This designation is requested every year. The designation of the board of management will be limited to 10% of the capital in issue. Do you have any questions? If you have no more questions, let me remind you to cast your vote on this proposal, 9A. On to 9B, designation of the board of management with preemptive right. This coincides with the previous proposal to designate the board of management as authorized body to limit or exclude the preemptive right upon the issue or to exclude this for a per...

Including the granting of rights to subscribe for ordinary shares for a period of 18 months from the date of the AGM until 18 October 2024, in line with the proposal under agenda item 9 A. This will cancel the previous designation until 19 October 2023 and will be limited to 10% of the share capital at the time of issue. Are there any questions? No questions. Let me remind you that you may cast your vote. Since less than 50% of the issued share capital is represented, this decision requires a two-thirds majority. That takes us to 9 C.

To decide to acquire own shares, the board of management needs to be authorized by the AGM, which shall apply for at most 18 months from the date of this meeting, it is proposed that the board of management be authorized to acquire own shares or depositary receipts to purchase at the stock exchange or otherwise for 18 months from the date of this meeting. Until 18 October 2024. If this agenda item is adopted, then the previous authorization until 19 October 2023 shall no longer apply. This authorization concerns at 10% of the issued share capital, whereby the number of ordinary shares held by the majority in its own capital shall be at all times limited to a maximum 10% of the issued share capital per authorization.

The quoted share price is defined as the average of the closing price of the PostNL share, according to the official price list of Euronext Amsterdam for the period of 5 trading days prior to the date of purchase. We will now answer any questions. There are no questions. May I remind you once again to cast your vote regarding this proposal. Next, agenda item 10. It is proposed that any or all shares in the cap PostNL and the issued capital acquired by PostNL and under the authorization acquired at the AGM on 19 April 2022, and the authorization as identified at 9C be revoked to the extent that those shares are not used to comply with obligations pursuant to remuneration arrangements or for paying dividend in shares.

The number of shares shall be determined by the Board of Management. The revocation and cancellation may take place in one or more tranches. In keeping with the article of association. Cancellation shall not take place less than 2 months after a decision to cancel has been adopted by the Board of Management. No questions. Please cast your vote on this item. That takes us to the end of this meeting. I am hereby closing the vote. Before we address the outcome of the vote, I would like to thank you for being present and for your valuable feedback and constructive meeting. The questions that you asked, I am pleased to invite you. It says...

It says, a few drinks. I would say I'm pleased to invite you for drinks and hors d'oeuvres and as well as a small token. It's also a surprise to me that you're going to receive this token of appreciation upon leaving. Did we ever have any other business? Comments are off mic. I'll give you the opportunity prior to drinks to share some remarks, but I do not recall having any other business last year. Okay. Very well. It's never too late to learn. Who would like the floor? Ladies first. Remark off mic. Mr. Chairman. Thank you. I'm Liesbeth van der Kruit from the Association for Investors for Sustainable Development. I asked questions previously about a social and a governance topic, and our third topic is environmental. In proper Dutch, it's about the environment. I have three questions.

One about biodiversity, one and two about climate. This was discussed previously. I'd like to follow up on that. PostNL made a statement in the annual report reading the deforestation figures in the annual report this year. I can quote it. "We are also committed to zero net deforestation through our own operations and to engaging with our supply chain to make similar commitments." A very fine statement. We applaud that statement. We would like to know whether we are interpreting this correctly, that the idea is to head to zero impact on deforestation. Is that PostNL's objective? If so, can you indicate when you hope to meet this objective? That's my question about biodiversity. I have two questions about the climate. Once again, highly ambitious and noble goal that we would like to support.

You mentioned that you would like to reduce scope one, two, and three CO2 emissions to zero by 2030. That's a very noble and ambitious goal. We would like you to tell us how you'll be doing that. How you will head toward that in the years ahead, because 2030 is only 7 years away, and various steps will be necessary to see whether you're on track or need to adopt a pace. We're curious about that. The third question. We have also read in the annual report that you envisage not only reducing CO2 reduction, but also that you'll be purchasing emission rights. I'm sure you've read the Follow the Money article, which alleges that the emission rights you purchase are meaningless. I'm basing my comment on the Follow the Money article.

Please explain how you will guarantee that we purchase your emission rights. Okay, biodiversity. We have indeed committed to zero net deforestation. We've included that in our annual report. In 2023, we'll be taking several steps. One concerns our procurement policy. We'll adhere to the Sustainable Partner Code, which means a commitment for deforestation. No deforestation in our contracts with suppliers. We'll be discussing that with them as well. Our second initiative in 2023 will be to converse with the paper and cardboard industry because we manufacture packaging as well. We can certainly use the residual materials to produce packaging so that we'll be recycling to some extent. That's the second important project. The third, to set proper KPIs.

There's a third important element for 2023, which is that we'll identify exactly what PostNL consumes in terms of paper and cardboard. We do have that in scope, but we cannot associate KPIs with that's our third objective. We will be taking a few steps that will help us. Another very important point is to disclose what we consume in terms of cardboard and paper so that we can take that forward to zero net deforestation. That answers your question, and you'll probably say we'd like to hear about progress toward that goal. I get that. You're very rightly so. Next. CO2 emission with scope one, two, and three. Of course, we've said that in 2030, in the last mile for scope one, two, and three, we aim to be net emission-free.

We've made major headway and intend to take additional steps in the year ahead. The steps that we've taken, and I've said a little about this, they're necessary for scope three, comprising our delivery entrepreneurs that will help them get to zero emissions. One is the charging squares. We've made the infrastructure for ourselves as well as for the people working for us to ensure that the electric vans can be recharged. By the end of this year, we'll have made a lot of progress there. At most of our sorting sites, we'll have sufficient charging infrastructure, which is an impressive achievement if you consider the energy shortage at this point.

Second, we started investing in electric vehicles early on because we know that we need to set up a secondhand market to make these electric vans accessible for all transporters, and we've made major progress here. Third, we'll continue investing in our electric vans. The lorries are also important. Those are not part of the last mile, but we have taken a very important step there. The way we report about that, because one of those interim updates, we said by 2025, we want to deliver emission-free in 25 inner cities in the Netherlands. In 2023 and 2024, we'll issue our first report, first progress updates, and how we envisage realizing that, how far we've come and when we hope to achieve that. Those will be interim updates about where do we stand and where will we go from here.

Now I'll pass the third question on to Pim that concerns procurement of our emission reduction. You started an answer, but we can provide a more detailed answer. Thank you. Separately from that, as I said previously, and also aside from the Follow the Money article, we asked ourselves whether that's the most effective way to contribute to our recovery, and we decided we needed to explore alternative methods, what kind of initiative they are, for example, planting trees, but they're not here yet. The question is whether our contribution figures in the regenerative component that we all aim to achieve. We're looking for a more in-effective way to promote this than merely purchasing certificates.

We can calculate that and provide you with more information about how we aim to carry that forward next time. Thank you, Mr. Chairman. Thank you for your replies. Your hesitating note about setting dates, especially for the climate targets, we would certainly appreciate greater insight into that next year at the next meeting. Thank you. I'm Sonja Strook. I deliver the post in Hilversum at the Bessemerstraat Depot. I've been a postal delivery person for two years, and you said that the volume keeps declining by 5%, 6%. In two years, I've seen that the number of items has diminished. I photograph my bag and it's shrinking. My question, my only question, very simple.

Have you thought of lobbying with the government to amend the Postal Act so that, for example, you could deliver the post three times a week, as happens in other countries such as Denmark, Italy? I understand this happens in Belgium. If I look, ask my friends, would it bother you if you receive the post only once a week? They say, "No, not at all. That's fine." Of course, death announcements, they're very important, perhaps. There are five a week, so sometimes none in a week. That social relevance of that delivering a lot of the post within a day, I believe that's becoming obsolete. The question is, shouldn't you lobby with the government to reduce five days a week to four or perhaps thre?

There are plenty of jobs and work because I see that 30% of our work is outsourced to young people from Serbia, Bosnia, you name it. I am a mentor to new mail carriers. I see of the 10 that I've trained, and perhaps it's because of me, two are still there, and the others may stop after a one day or after a month. There's plenty of work. If you take that to three and expand the delivery district, well, I don't know if that's a solution. That's really only one question. Okay, we understand the fact that we deliver 5 days a week. That's embedded in the European Postal Act. The Netherlands complies with the European Commission and the European Union.

The lobby to reduce the number of delivery days from five has been ongoing for years in Europe, countries such as France and Italy are driving forces behind that lobby. It's unclear whether this commission will take a decision about the new Postal Act in Europe or whether it will be deferred to the next commission. I personally expect it to be deferred to the next commission, that means that such a decision as to whether it's possible or not will take a few years. Only once that has been taken can the Netherlands follow. The Netherlands has to follow such legislation. For the example in Denmark, they still deliver the post days a week.

What they have done, though, is that whoever wants to have a postal item delivered the next day, has to pay a lot of money. You pay a parcel fee for a postal item to be delivered within 24 hours. They still deliver 5 days a week, but that's how they've ensured that the postal volume has plummeted. That's not what we advocate. We don't want to select strategies for a still greater substitution than the one you mentioned, because it's true, each year, on average, the postal volume declines by 8%-10%. The need for a legislative amendment, that's clear, and it will need to happen at a European scale first, and only afterwards can the Netherlands follow suit. I guess nobody's ready for drinks yet. I have a very brief question.

I'd like to compliment you on this venue, especially the person who thought of this. It's a really wonderful venue, but I have a few comments. It said no lunch in the invitation. We did receive a lunch, and I asked my mother if she'd like to come to the meeting, and her answer was, "They're not going to give me sandwiches." So she didn't join me. That's a shame. Another reason she didn't join me is because there was no parking available. Well, you have to pay for it, and I never experienced a situation where people attending a shareholders meeting had to cover the cost. I spoke with people from Oerlikon. They had to park their car here, and it cost them EUR 14 or EUR 15. I think that's unacceptable.

People have to take their own time and cover their own transportation costs. They should at least have their parking covered. That was a suggestion for next year. Very well. Are there any more questions or comments? We have received a question via the chat as well. Ewout, would you sum that up or distill the question from that? It's from Mr. Vung. Does PostNL have sufficient insight into delivery quality because sometimes his parcels are not delivered even though he is notified in the PostNL app. How often does PostNL assess delivery quality. Well, we do have a clear view of delivery. It's measured independently on a daily basis. Based on daily measurements, you get scores for weekly or monthly and ultimately annually.

That the parcel, especially the postal item, does not always arrive on time is true, and that also relates to what I indicated in my part of the presentation, which is that last year, the quality stood at 91%, which is below the 95% standard. It does happen that you don't receive the post when you expect to. They're certainly on top of that and are taking a great many measures which in part relate to the procedure, as well as to filling vacancies for post delivery people. That's doing well. Whereas last year we had 3,500 vacancies, this year we have approximately 1,800 vacancies, so that's almost halved, and that carries over directly to the quality of the delivery service. That's one of many actions that we're taking in that respect.

If the technicians are ready, we can see the results of the voting items. Yvette, would you list those? Yes.

Herna Verhagen
CEO and Chair of the Board of Management, PostNL

Understanding. 3A, the advisory vote on the remuneration report, 99.39% has voted in favor. Agenda item four, adoption of the 2022 financial statements has also been carried with 99.85% of the votes. Agenda item 5B, profit appropriation also carried with 99.69% of the votes in favor. On with 6A, which is release from liability the members of the Board of Management, 99.48%. 6B, release from liability the members of Supervisory Board also carried with 99.48% of the votes. The proposal to reappoint Marike van Lier Lels, agenda item 7D, also carried 97.13% of the votes. Agenda item 7E, proposal to appoint Martin Plavec has been carried with 99.76% of the votes in favor. The last four.

9 A, designation of the Board of Management as the authorized body to issue shares carried 98.89% of the votes. Designation of the Board of Management, 9 B, as authorized body to limit or exclude preemptive right upon the issue of ordinary shares also carried 98.78% of the votes. Authorization of management, Board of Management to have the company acquire its own shares also carried 99.69% of the votes. In conclusion, agenda item 10, reduction of the issued share capital, carried 99.92% of the votes. Thank you for that. Marike, congratulations. Also, Martin, congratulations to you as well. I would like to thank each and every one of you for attending today's meeting. I wish you all the best to you, your relatives and PostNL. We'll be serving drinks.

See you next year. Thank you very much.

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