With me, I have Philippe Dartienne, our CEO ad interim, and Koen Aelterman, our CFO ad interim. They will provide an update on our internal compliance reviews. Please keep your lines on mute during the first part of the call, and you will have the opportunity to ask question after the presentation. I will now hand over to Philippe to start today's call.
Thank you, Antoine, good morning, ladies and gentlemen. Welcome to all of you, and thank you for joining us. As you are well aware, we have been quite busy in the recent months with our internal compliance reviews related to the services provided to the Belgium state. As a reminder, the services under consideration relate to the management of the traffic fines, the 679 bank accounts, and the license plates. We have finalized, finalized last week, all our compliance reviews, and have also completed the in-depth legal and financial assessment of their remuneration. The final reports have been submitted to the excellent counsels of the relevant public services. We assume you had a chance to read our press release, issued last Friday after the market close.
We will walk you through the key highlights, but most importantly, we want to give you the opportunity to ask the questions to ensure effective communication on these matters. I will now go through the findings of the three audit reports, and Koen will then provide more detail on the financial consideration. Let's now start with the traffic fines. On behalf of the Federal Public Service, or FPS Justice, bpost has been managing the administrative and financial processes related to the processing of traffic fines since 2006. Initially, these services covered national fines, and it was later expanded to include international fines, starting in 2015.
Besides being responsible for issuing fines, bpost also operate a BPO, or business process outsourcing provider, offering various services such, such as, amongst others, a call center, a back office support, or the management of IT platform and its ongoing development. Now, what did the investigation reveal? The compensation received by bpost may, in part, constitute unlawful state aid. The traffic fine services were defined in successive management contracts, but their compensation was outlined in separate agreements, and was not covered by decision relating—regarding, sorry, regarding state aid, that qualified the remuneration under the management contract as compatible. The investigation also found that several other services were included in the management contract and its deepening agreement, but these services are totally distinct from the services related to the traffic fine collection.
Most of these services are actually related to the maintenance of the ICT platform and the recruitment of consultants. Finally, it also appears that bpost made an error in billing the rent of the back office space, and did not communicate this error to its client when it was discovered. This compliance report has been shared with the external advisors of FPS Justice. In terms of next step, we will now discuss this finding with them, and determine how to address this situation. If any overcompensation is identified, bpost will naturally reimburse the excess amount, and we will also discuss how to handle compensation until the new tender is awarded. Additionally, we will take the initiative to clearly define the nature and scope of the services to prevent this revenue from state aid from being used to fund other unrelated activities. This concludes our finding on this first case.
Let's now move on to the 679 bank account. This is 679, this is a historical service dating back to 1912, when bpost was a state institution. bpost manages the bank account of the state, and more than 200 public institutions, including tasks such as VAT payments. The FPS Finance entrusted the services to bpost through contracts with the state, without ever initiating tender procedures. In the meantime, the government has initiated a tender process that is currently ongoing, and we are one of the three candidates. In terms of findings, here as well, the compensation received by bpost could potentially be considered as illegal state aid. This matter will also require clarification with the relevant administration.
Compensation for this service has decreased since 2012, and it's noteworthy that no compensation was provided prior to 1992. Over time, different mechanisms were implemented. An interest and compensation mechanism was initially outlined in the management contract, being then replaced by a transaction-based fee in 2010 and it subsequently evolved towards a fixed annual fee mechanism since 2018. Additionally, the compliance review uncovered that at one point, some bpost employees submitted a cost presentation for the 679 service to the FPS Finance without involving or consulting the bpost legal and financial teams. This presentation was found to be inaccurate and has been provided to FPS Finance to support compensation negotiation for the service extension. The complete report has been shared with the external advisors of FPS Finance.
In terms of next steps, bpost will discuss these findings with them and take further action to rectify the situation. bpost will, of course, reimburse any overcharge amounts. Additionally, the existing compensation will be reviewed for the period until the new tender is awarded. Let's now move to the third and last case, the license plate file. bpost is in charge of the production and the delivery of license plates and registration certificates for new and used vehicles in Belgium, as well as the cancellation of license plates and the collection of fees for these services. The consortium, bpost Speos, Speos being a bpost subsidiary, won the contract for these services in two consecutive tenders launched in 2010 and 2019 by the Vehicle Registration Department of the Ministry of Mobility.
The audit confirmed that bpost did act correctly in both tender processes, where the concession was awarded. However, during the provision of services, bpost did not meet the service level agreement on multiple occasions, which should contractually result in fines. These fines have not been paid yet, but will now be settled. This report has also been shared with the external advisors, in this case, of FPS Mobility. bpost Group will discuss this finding with them and take further action to review the concession terms, including compensation. These are the key findings we have uncovered, and we deeply regret the way these cases were handled in the past. It's particularly painful that the action of a small number of individuals has damaged the trust of our customers, employees, and shareholders. I would like to emphasize, however, that this involves a limited number of employees, and we have taken actions.
Throughout these three investigations and the one related to the press concession, 14 bpost employees at various levels were identified. These individuals who actively participated were aware or failed to properly identify and prevent irregularities. In collaboration with external experts, their involvement and knowledge were analyzed in detail, and HR decisions were made based on this analysis. During the audit, collaboration was terminated with eight individuals. We also found that some other individuals involved had already left the company before the investigations. We have taken the necessary measures throughout the investigation. It's good that we can gradually conclude this matter and find solutions in collaboration with the various ministries, and of course, we will bear all the consequences. We will take full responsibility, and we will also work towards building a stronger organization for the future.
To achieve this, we are firmly committed to increase awareness and application of regulations across the group. We will continue to invest in building a culture of proper corporate governance, and in fact, we are already doing so. The code of conduct has been translated into 10 languages and distributed to all 36,000 employees of the group through various means. There are mandatory compliance and competition training sessions for various management and sales teams within the business units and branches. Every bpost employee is required to complete an online training on regulation and all its aspects by the end of this year. A new reporting system has been set up, easily accessible to everyone and closely monitored, with training provided on its use.
The compliance and legal teams will be strengthened with six additional staff members, allowing them to be more proactively involved in decision-making throughout the organization. This way, the culture of compliance will be deeply embedded in the company. I would like now to hand over for, to Koen for the financial consideration. Koen, the floor is yours.
Thank you, Philippe. Good morning, everyone. In addition to our internal compliance reviews, we have completed, in collaboration with independent economists and legal experts, the first phase of our assessment regarding the compensations paid by the Belgian state for the three services in question. Note that the following does not include the press concession case. We are now entering the next phase, which involves resolution efforts with the relevant ministries. The timeline for the subsequent steps will depend on their level of engagement. While awaiting the full resolution of these matters, however, the current status of the assessment conducted by bpost Group leads to the following financial considerations: In line with our commitment to reimburse any overcompensation, we are booking today a provision of EUR 75 million.
Based on our in-depth legal and economic evaluation, we estimate that this amount represents the reimbursement of overcompensations paid by the Belgian state over the past years for the three contracts. This number remains preliminary, as it does not yet reflect the views of the Belgian state. Regarding the annualized negative EBIT impact in 2023 of repricing the services to the three ministries, the annual provision has been reduced to EUR 10 million based on our analysis. This replaces the accrual made further to the preliminary estimates, as initially communicated back in April. This figure also remains preliminary, as it does not yet reflect the views of the Belgian state. The final repricing impact could be substantially higher, depending on the position taken by the state.
As always, we commit to continue to provide updates regarding the resolution of these cases and the related financial impacts in accordance with applicable regulation. We are ready to take your questions. Please use the Raise Your Hand option, indicated by a hand icon, and we'll give you the word one by one.
Okay, so I think, Michiel, you're the first in the queue. Please go ahead.
Yes. Hi. Thank you for the, for the update. First, on the EBIT impact, I just want to maybe reconfirm that the original EUR 25 million-EUR 50 million guidance that you mentioned in the first quarter of the year, I assume this did not include any impact from the press concession, given that the contract is still running. If you could just confirm this and maybe... Yeah, just confirm that this is actually a bit of an outlook upgrade from EUR 25 million-EUR 50 million to just EUR 10 million. Of course, adding the EUR 75 million provision, is this how we should look at it, and why you have not officially changed your outlook? That would be my first question.
The second question would be on the three services, as defined: the management of the accounts and the license plates. Can you give a bit of an overview of... Yeah, I think for the fines, it's quite obvious it's in the management contract, so that's still running. But for the management of the accounts, when you expect the tender to be completed, and also for the license plates, when is a new tender coming up on that front? And also, how certain are you that you can, you know, renew these contracts, or will the government allow bpost to participate? These would be my two questions, please.
All right. Let me take the first one. So indeed, I confirm that the EUR 25 million-EUR 50 million was for the three contracts in scope, which we've discussed today. So indeed, that, that provision or that estimate has been replaced with the provision we take now, which is the EUR 10 million on an annual basis. I'm not sure I got the question on why change the outlook, but we can, we can come back to, to an outlook as part of our Q3 results, which we'll share with you, early November.
So coming on the question of the three contracts. So some of them, there will be, so there are new tenders ongoing, typically on the six, seven, nine. We are due to submit our bid mid-November, if I'm not mistaken. And as I said, we are not the only one. There are two other financial institution who are interested in submitting an offer. I don't recall by heart what is the due date for the license one. If my colleagues could look at it, it's somewhere, but I don't find it. I think it's in next two or three years. There is still another two or three years to go. I'm quite sure. I'm not more precisely than that. More generally, what I would say is that, even with the preliminary disclosure that we made in April, we had first contact with the Belgium state, and as I said it at that time, I also repeat that one when we commenced it on the Q2 result.
The quality of the service rendered by bpost is not in question at all. These services are of great quality. They are absolutely essential for the ministries to be able to carry out their mission, and it's not the issue. The issue is, as it has been said, on potential overcompensation, but not on the quality of the service itself. Of course, in the new tenders, it's the best who will win. This being said, we are confident that we will be able to submit competitive offers because we have the knowledge to carry out these services since years and years and years. And then, it will be, I would say, a typical tender process to be followed.
Yes. I think as part of the question, you also asked, is there a risk of being excluded? We have not seen that in any way-
No.
- in none of the ongoing tenders with the government. So we see that as a very remote possibility. In terms of the exact end dates of the contracts, for 679, so I said the tender is ongoing. The contract ends end of 2024, but with the possibility for a one-year extension, which we would assume will be necessary as a sort of transition measure. For ELP, the contract runs until mid-2024, but there is no tender launched yet, and there is a possibility to extend with one year. Again, given the timeline and that no tender has been launched, that possibility may be used. Then for traffic fines, here, the end date is December 2026, with the possibility for the state to organize a tender potentially earlier, but which is not defined at this moment in time.
Okay. Thank you. So Marco, I think you're the second one in the queue. Please go ahead.
Hi, good morning, everyone. Do you have actually an idea what's the timing here for the government to take a final decision? And so, you know, we, we have final figures, and we can all move on. That's the first question. And the second question, if you're actually able to disclose what's the absolute EBIT amount coming from these contracts, just for us to have an idea of what could be, you know, a worst-case scenario, just in case you're not allowed to be awarded of these contracts once the current contract has expired. Thank you.
There are two questions. Just as a clarification, if you are not allowed to be awarded a contract, as Koen mentioned, there is not that notion of being excluded for this contract. If there—when there will be a tender, maybe we will win, maybe we will not win. There is no way the contract, us not be allowed to bid, at least as what we heard so far from the different ministries. By the way, they could have already taken very drastic measures by stopping all these contracts, which is also something that they have not done, and once again, I think due to the fact that the quality of the services is not challenged.
When it comes to your first question, Marco, the timing, I'm very sorry, but it's a very difficult question to answer. But let me also clarify a little bit. So in fact, the resolution process will be in a two-step one. First, we need to come to an agreement with Belgium, the three different ministries, and then, because we speak about state aid, this file will have to be brought by the Belgian state to the European Commission, who will also carry out its own analysis and come to its own conclusion. You imagine it's not a question of week, it's a question of months, not to say years.
This being said, it's also true that we will have a clearer view when we will have reached the end of the first step, which is a discussion with the three ministries. Also, as we mentioned it on Friday at the press release, we are at the full disposal of the three ministries, but we are not the one setting the timing and the rhythm for this negotiation. The board is in their camps now. They have been handed over the reports last Friday night. They will take time to analyze them before coming back to us with question, and then we will have an extensive discussion. Sorry it will be a little bit long, but it's important to understand and not to mislead people by believing that it could be a question of weeks. We all wish it would be, but I think I don't see anything coming on, certainly not for the end of December 2023.
The second part on what is the absolute EBIT link to these contracts. We do not share exact margins or EBITs on specific contracts. I think based on the information we have provided in the past, you have enough to get to a first estimate if you would want to model such a case. Again, reflecting the comment which Philippe made on our ability to participate to and bring a quality offer for these tenders, of course.
Thank you. Paul, you're the next one. Please go ahead.
Hi, morning. Paul from Bank of America. Two for me, please. One a little bit mechanical. So the EUR 75 million provision in the announcement, will that be taken in Q3 or Q4? And will that be taken as a lump sum? And then my second question, how far have the contracts been investigated? I see some of them go back quite a bit, so was there a fixed timeline for the investigation of any sort? Thank you.
Yes, sure. So indeed, so the EUR 75 million will be booked in Q3, as a, as a one-off, so a lump sum. The cash out, of course, will depend on when we reach an agreement with the Belgian state. There may be intermediate steps in that as well, so that timing is not clear, but we will, at the very least, book the provision for that. As far as the look-back period, so the maximum look-back period for these type of contracts is 10 years, and so we have looked back over that maximum look-back period. Obviously, depending on the different contracts, that may have been 10 years, that may be something else, depending on how long we've been doing the service. But if relevant, we've looked back to the maximum period which can be looked back to.
Thank you. Nikolas, you're the next one. Please go ahead.
Hi, good morning. Nikolas from Kepler Cheuvreux. Two or three, if I may. So firstly, the numbers involved now, they seem, they feel relatively low compared to, let's say, what happened to your shares on the one hand, but also compared to what you originally estimated, you know, the EUR 25 million-EUR 50 million. So can you help us understand why the outcome has been a bit less than what might have been originally expected? So that's the first question. The second one, so do you have any indication how reliable, sort of, the results of these finalized internal reports is? For example, I've, there's been, you cited Roland Berger as a source on some of the slides. Sort of, what is the track record on their part for in similar projects handled? Perhaps some indication there. The third one, is there a chance for clawbacks from current or former employees regarding the damages? Thank you.
Let me take the last two ones, and Koen will take the first one. When it comes to clawbacks with employees, when it comes to individual matters, we typically do not communicate on this kind of arrangement that might have been taken with employees. When it comes to the reliability of the reports, I think we have been helped and supported by very competent firms, law firms, forensic firms, throughout the audit.
We initially started the investigation with two law firms, then we added a third one to have another angle or an interview, and also the latter being in charge, not of the investigation of the fine, but the defense strategy. When it comes to Roland Berger, I don't know where the name has been picked up. It's true that Roland Berger is helping us on the resolution of the case, but it's more as a project management type of support than content, pure technical, financial, legal or economical content. Sorry, I also forgot I spoke about advisors. We also use the services of an economic advisors, who provided us with economic studies, which are, as you know, the basis to assess this type of compensation.
Coming then to the first part of the question as to why that difference. There's multiple elements, and I think we had it in our disclosure notes last time as to the complexity of these files and what drives, in the end, the compensation. There's numerous elements. There's which legal framework applies, which is not the same for all of the contracts. There's what would be the reasonable margins for market prices for these type of services, which is a benchmarking exercise, which was not done yet at the time we released the previous EUR 25 million-EUR 50 million estimate. There is what type of costs, direct, indirect, and so on, need to be taken in scope to determine then to what to apply those margins to, to arrive at the compensation.
All of those elements, they were very preliminary when we shared the EUR 25 million-EUR 50 million. We have advanced on all of these in our analysis, hence that resizing. In terms still of just how reliable it is, I do want to make clear that this represents bpost's view, based on that in-depth legal and economic analysis, which has been done with a very high standard of quality. It's clear that it's our view, and it will not be a surprise that should the state take a different view, they will likely end up at a higher number in their view, which will mean, at the end of the day, there is still a relative level of uncertainty around these figures, and so they may still change. And I said, we'll go through the process of the different steps, and so if we have updates along the way, we will obviously share them with all of you.
Okay, thank you both.
Thank you. Henk, you're the next one in the queue. Please go ahead.
Yeah, good morning. A couple of questions from my side. First of all, yeah, a more legal question or definition question, rather. You speak of fines, you speak of overcompensation, you speak of repayments. The EUR 75 million, if I am correct to assume that this is a repayment of overcharged fees? And what, if so, what is the risk that this is seen as state aid? Because that's a discussion that will definitely come up when any proposal whatsoever will be put forward to the EC. So that's my first question. The second question relates to the earlier guidance you gave, the EUR 25 million-EUR 50 million.
You've taken provisions of EUR 6.25 million, I believe, per quarter, okay, in the first quarter, and in the second quarter, you basically made an adjustment there. Now, the final damage is roughly EUR 10 million to this year's EBIT. How is it going to be treated? Will there be a release from the earlier EUR 12.5 million? I believe I had a third question as well. Oh, yeah. The press distribution contract, is there any indication as to when that could be completed? Those were my questions. Thank you.
Thanks, Henk. On the first one, let me be very clear. Indeed, this is considered state aid. If it was not, there would not be any question on margin levels, which we have had in the past. Also, it's state aid. So it does consist of a repayment of the overcharged amount. To be clear, and just for the avoidance of any doubt, it's customary in these cases, given that it reflects too high revenue of the past, on which, corporate income taxes were paid, that those corporate income taxes are deducted of the amount of repayment. So the EUR 75 million is already a net amount, taking into account the taxes we have paid too much in the past on that compensation. Which does mean, again, for the avoidance of doubt, it is in the footnote of the press release, that the amount is not tax-deductible again, of course, in the year you book it. Just want to make sure we're clear on that.
In terms of the provision, indeed, we were booking EUR 6.25 million a quarter, which means that what we booked up until Q2 already exceeded the annual amount, which we would have in mind now. We will release the difference between what we have booked and the EUR 7.5 million, also three-fourths of the annual amount, at which we would need to be by the end of Q3. On the press concession, the tender process is ongoing. We have no indications exactly on when the state will attribute, but I think I said last time, given that the current contract ends normally in December of this year, we do expect an attribution before the end of the year, which will then lead, if not awarded, to bpost into a transition period for another six months, while the new operator - potential new operator prepares to launch the, the concession. If bpost wins, it means we start straight away in the new contract as of the first of January, 2024.
If you allow me just to add one thing on the last element. You might have read in the press that the government had said that they wanted to conduct an audit on the current press concession.
Yeah.
They are... We also read in the press that someone has been awarded the contract to review it, but so far, we have not received any question yet on that one. The government make it clear that a potential award to bpost would be conditional to the outcome of that audit. So there is also that element of uncertainty as we speak.
Yeah.
Sorry to be so persistent. Coming back to the first question I had on the state aid, on the reimbursement of the overpayment. Is there a risk that a fine from the EC, from the European Commission, could come on top of that?
No, no.
Okay.
No.
So it's simply the repayment, and that basically clears the bill?
Absolutely.
Exactly.
Absolutely.
Plus the-
Thank you very much.
Yeah, plus the interest, as you, Antoine, you rightly mentioned it.
Yeah, but interests are already included in the amount-
Yes
We are showing.
Exactly, yes.
Okay. Thank you very much.
Thank you. Frank, please go ahead.
Yes, good morning. I missed part of the call, so as may the question may have already been asked, but my question is on the dividend. So the EUR 75 million provision will lower your net profit, but you do see it as a sort of one-off. Could it impact your dividend policy, or is it excluded from, from the base, the dividend base, let's say? How do you look at that?
Yeah. So first, to be clear, the EUR 10 million, so the impact in 2023, this is part of the normal course of business, so it will impact the group results and the dividend. For the provision, it's a very valid question. And there's a few elements here. So first, we have not changed, in any way, our dividend policy following the announcements we made in April. The dividend will depend on the performance of the full year, which is far from over, and we still have the year-end peak ahead.
We have just provided you some insight into the investigation, but we're still, the following phase is just beginning, and so it's too early to know exactly what the final impact in the year might be, and the consequences it would have on the dividend. Finally, everything which is dividend, is a matter which is up to the board's decision to make a proposal to the general assembly. So only once we have the full year results and the, the full view of the unknown elements still at this stage, can the company decide on what to propose to that, to that general assembly. Where we obviously will continue to strive for a right balance for attractive returns, from a dividend perspective, maintaining the financial stability and, supporting the further growth of the company. So we will, we will decide. Basically, the message is, we will decide when we have the full view of the annual results. Note that in terms of dividend distribution capacity, even should the results of the group be impacted this year, our retained earnings are at a sufficiently high level to continue to pay dividends, without any issue.
Okay, thanks.
Thank you. Michiel , I see you are still in the queue.
Yeah.
Any question?
I have two very small follow-up questions.
Yeah.
First, on the provision, could you share with us the split between the repayments and the interest component that you assumed? And secondly, on that EUR 10 million EBIT impact, does that already include your costs for, you know, all your legal and economic investigations? Is that included in that, or will that be separate impact? That would be my questions.
Okay. So on the first one, the, the bulk of it is the repayment. The interest is, and I would need to check the exact number, but it's somewhere less than EUR 10 million of that amount. For the EUR 10 million EBIT impact, this is only the repricing effect. It does not take into account the fees we pay to our external advisors. But those have already been part of our results, which you've seen up until now, up until Q2, and you will see, of course, that continuing Q3 and Q4, in all likelihood.
Okay, thanks.
I see there's a question still. Okay. Hello, Marc. You just appeared in the queue. Please go ahead.
Yeah, good morning. A very quick one. So just, just to confirm, that was my question as well, what extra costs can we expect? So there's minimal of cost in the second half then to be expected from the investigations. Is that, is that correct? Is that the correct take from the last answer?
So I, I will not pronounce myself on the exact amount of it, but it has already been in the results in Q1 and Q2, with a team of, I would say, similar staffing as what we have around, as today. And there is the expectation for this indeed to continue, at the very least, through Q3, where we've had these people working. And the expectation, given that we now enter the phase of discussions with the different ministries, is that throughout that phase, we will also require support from those external advisors. So the message is, it will continue on the same trend as you have seen already, so far in the results of the year.
For next year, this will all drop out, of course, so it could be good to have a bit of a number, maybe a 2, 3 for modeling.
Therefore, next year as well, it will depend on the speed of the resolution, as well as then, following that, the discussions with the European Commission. So it is-
Yeah, sure.
Perhaps a bit too preliminary to say that they soon drop out next year.
But I think it's a fair question, and when we will be sharing with you the full year results, we might give you an indication of what was considered for 2023, and potentially an idea for what we think it could be for 2024.
Exactly.
But, in all likelihood, it will be lower in 2024 than it was in 2023.
Yeah.
Because all that forensic investigation is behind us. It's more like, in fact, the driver would be at which speed would we be able to come to a resolution with the different ministries.
Yeah, sure. No, that's very helpful. And then a final one. I didn't get that in the call, but can you remind us on the expiration of the contracts of the three ones that we discussed today? I think the traffic fine was end of 2026, but the other ones I didn't get.
ELP, it's 31st of July, 2024, and 679 is at the end of 2024.
Yeah, both with the ability to be extended by one year.
Yes.
Sorry, the first one was April 2024. That was on the license plates.
No. The July 2024 is license plate.
Yeah.
Traffic Fines, 2026.
Yeah.
679 is the end of December 2024.
Okay. Thank you very much.
Again, one thing on that one, it's for everyone. I mean, we have not received any comments from the Belgian authorities, the different ministries, on the quality of the service. So I would not. It's not our view that because of that, we have lost, first, all ability to submit a new bid for the new tenders and on the probability of not winning. So must be very clear on that one.
Yeah.
Right. Very good. Thank you very much.
Thank you very much. As there is no further question, we will now end the call. We would like to thank you everyone for being with us and for your patience over the past months. As mentioned, our contacts with the various administrations are now our top priority. We will rely on our ability to work together constructively to find solution. When all of this has been resolved, we can turn the page and look to the future without reservation. We firmly believe that we will overcome this challenging chapter. bpost Group stands for resilience and ambition. Together with our dedicated employees, we are working tirelessly to regain the trust of all our stakeholders and secure the future of our company. I'm proud that our thousands of employees continue to give their best day after day, even during this difficult period. As demonstrated in the first semester, we are achieving operationally solid result. We can handle this, and we will emerge stronger. Have a nice day. Bye-bye.