bpost NV/SA (EBR:BPOST)
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AGM 2022

May 11, 2022

Antoine Lebecq
Head of Investor Relations, bpost

Ladies and gentlemen. It is a pleasure that I declare the general assembly open. On my side is our CEO, Mr. Dirk Tirez, our CFO ad interim, Mr. Koen Aelterman, and our Secretary General, Mr. Ross Hurwitz. The board members present in the room or online are Madam Sonja Rottiers, Madam Caroline F. Ven, Mr. Mohsin Al-Gabri, Mr. Lionel Desclée, Mr. Jos Donvil, Mr. Jules Noten. Mr. Michael Stone and Mr. David Cunningham. They are also present.

The commissioners present online are Mr. Han Wevers for EY and Mr. Alain Chaerels for PwC. I invite Mr. Hurwitz to exercise the function of secretary and scrutineer. I give the floor to our head of investor relations, Mr. Antoine Lebecq. He will explain to you some practical aspects. Thank you, Madam Chair. First of all, some practical information. Would you like to switch off your phone if it hasn't been done yet?

With the translation, there is simultaneo interpretation in three languages. Channel one in English, channel two, French, and channel three for Dutch. You can see the presentation in English on the screens, and you can ask for a translation on a paper and we will distribute it to you. The vote, we will have an electronic voting system. You all have a voting box on your registration. The use of the vote in the room or for our shareholders who participate online will be explained during the meeting. For the shareholders present in the room, they can have the questions to the speakers, and then we can proceed to the voting for online. You can also ask your questions via the platform Lumi.

The messages can be sent at any moment, just as the chair lady, chairperson, so close the meeting. In the box you can put your messages and you can click on the right button. If there will be a bar or if your question has been received. For the online platform, you will see that it has been transferred to your chairperson, and it will be the question. I give the word to the president, Madam Audrey Hanard. Thank you. The items on the agenda, also the propositions of resolutions, have been made available for the shareholders before the meeting. Each item will be presented, and you will have the opportunity to ask your questions before we proceed to vote. I give the floor to our Secretary General, Mr.

Audrey Hanard
Chair of the Board of Directors, bpost

Ross Hurwitz of the complications, formalities and the number of shareholders present this . Thank you.

Ross Hurwitz
Secretary General, bpost

[In-audible]

Audrey Hanard
Chair of the Board of Directors, bpost

I concluded that the general assembly is validly composed, so no quorum is required. This assembly can deliberate validly on the items of the agenda. I will give some words. Dear shareholders

Speaker 9

at the general assembly. As you know, I just finished my first year at this role, including a few of the board members. After the important changes last year in the board, as well as in the Group Executive Committee, I am very happy to say that it was certainly a more stable and more serene one. We will say our goodbyes to Ray Stewart later on, and I wish to thank him wholeheartedly for all his efforts in the past few important years.

I am equally confident that we now have a strong and able team to move Sparry forward together. Each of the board members

Welcome to the company and fellowship. We took the time to get to know each other, the management and the company, during the two days offsite in the second half of last year, and that was constructive, inspiring, and fruitful for all of us. I will make sure we keep doing that in the year to come. We are now fully aligned with the strategy on the way we fulfill our goals and the purpose to make bpost the leading postal logistics group.

As a team, we have established a very constructive working relationship with each other, and it's renewed and reinforced the executive team in which we have full confidence. Very shortly, I will pass on the word to our CEO and the CFO, ad interim, who will explain key aspects of 2021 and present the group's financial results.

What has marked me in my first term, especially, is the strong culture and DNA of bpost, the people who work here. I was very touched by the different expressions of solidarity that I witnessed in the past four months. I am fully aware that the 36,000 employees of bpost group across the globe have played a connecting role through the COVID pandemic.

Regarding the essential public service in Belgium and at home and abroad by helping the economy make the switch to e-commerce and continuing to manage the large parcel volumes for households and businesses. Last year, bpost went above and beyond with the floods in the south and more recently with the humanitarian action for Ukraine that was set up nationally in a minimum of time.

I am very proud of the results and the contribution that we have been able to make for the people in need. On behalf of the board of directors, I want to thank all bpost employees for their commitment and engagement in extraordinary circumstances. We have been able to translate this human approach and our role in society in the seventh management contract and the sustainability charter that we closed last summer with the government. Bpost fulfills a noble purpose in society.

We have made an engagement to leave no one behind and will continue to provide basic services, financial or other, to all Belgian citizens, including the more vulnerable ones, over the next five years. Like all postal logistics players, bpost is faced with some major challenges and must continue to transform itself and pursue its strategy without hesitation. In order to safeguard the future growth of our enterprise, bpost must offset the fall in the mail volume in Belgium.

We are doing that by investing heavily in logistics activities and e-commerce services in Belgium and abroad, and continuously improving our operations. This focus and flexibility must enable the company to create sustainable added value for all shareholders. One of the important aspects of the strategy, and one that I personally take very close to heart, is sustainability in all its meanings.

Last year, we have set up an ESG committee, and together we have decided to take our ambitions on an even higher level. It means working following the social, environmental, and governance best practices for business from around the world. I look forward to getting to work on this ambition with the team. To sum it up, let's remain an ambitious company that aims high in all its objectives and that provides added value for all its shareholders. I am now delighted to hand over to our CEO, Dirk Tirez, who will tell you more on what we have achieved business-wise last year.

Audrey Hanard
Chair of the Board of Directors, bpost

Bienvenue.

Dirk Tirez
CEO, bpost

Good morning. Welcome. 2021 was a successful year and an important year as outlined by our chair. The first thing we did is we brought back stability. I will always say opportunities do not happen. You have to create them. We started taking measures to turn the tide on value creation. I think we put in place a new board of directors. We also, I would like to introduce you, my new executive team, injected new talent, attracted new talent into the bpost executive team. We brought in 30 years of experience with Jean-Yves Buelen from FedEx. We had Henri de Romrée, who left us two years ago. We brought him back in North America. He was a partner at McKinsey.

Philippe Dartienne, our Group CFO, will join us as of June 1, bringing more than 30 years of experience from the SUEZ-Tractebel Group. James Edge from California, he was leading our Landmark Global team, now joined as Chief Technology Officer. Anette Bühren will join us on June 1 as Group CFO. She is currently the Group CFO of the KBC Group. Nicolas Baise was the Managing Director and Partner of the Boston Consulting Group. He joined us as the Chief Strategy and Transformation Officer. Of course, we have Kathleen Van Beveren continuing to lead the e-commerce logistics group in Eurasia. Mark Michiels, who is continuing his leadership role in social relations until the end of this year before he retires.

Most importantly, I think, the executive team, the board aligns on a new growth strategy for the group to become an international e-commerce logistic operator. Finally, but not at last, I would say, we restored the social dialogue with the labor unions. I think we have every month great meetings on collaborative problem-solving on how to determine the necessary transformation journey to create a great future for bpost. Last year, we also delivered on our promises. We delivered on several short-term objectives. Initially, we had an outlook between 265-295. We gradually increased it to 310. We further increased it to 340, and we ended up nearly to 350 million in EBIT. The financial performance in 2021 was delivered.

We also, I think, delivered a very successful end-of-year peak. I will come back to that. We have a strategy of making clear what we invest, what we divest, what we nurture, what we fix. Last year, we divested non-core or non-performing assets, such as The Mail Group, Ubiway Retail, and we reinvented a new model going forward for the post offices with a long-term distribution contract for banking and insurance products. As of a year and a half, we will have another 900,000 new clients from BNP Paribas Fortis, who will be served in post offices next to the 600,000 bpost bank clients. At the same time, I think we concluded with the Belgian government a new corporate social responsibility charter together with the seventh management contract.

It contains rights and obligation of both parties to create a sustainable environment in the postal sector. We are also determined to create a long-term sustainable strategy for the bpost group. We established a new strategic plan to create a sustainable economic, social, and environmental future for our employees. What does that mean? It means in Belgium that we need to transform our operations to make it future-proof. I decided to put together the mail and parcels division in one BU Belgium to create a long-term sustainable future-proof company. We are now working on creating a dynamic flex customer-oriented operation system to serve customer needs. In Belgium, I would call it its transformers. In Europe, we have the builders, the entrepreneurs with Active Ants, Leen Menken, Dynafix, DynaGroup, Dynalogic, Radial Europe.

We're building a new e-commerce logistics offering. In the U.S., we have the accelerators, the hunters. We have the ambition to double growth in North America, to grow with our clients, to help our clients succeed and also to grow with the market. The way we do that is in sustainable way. We would like, and we continue to invest to become one of the greenest suppliers of e-commerce logistics. In all the countries we operate and in terms of capital allocation, we have allocated the necessary capital to invest in our green fleet. What does that mean to our shareholders? Well, we brought value to our shareholders by delivering, in particular, a successful end-of-year peak. We reached a 16% EBIT, a great quality in terms of parcel delivery and less use of Subcos.

As a result, we are proposing to the shareholders meeting a dividend payout of EUR 0.49 per share, and which is fully in line with the dividend policy as decided by the board of directors. What's the solid plan for the future? We all have seen that the macroeconomic environment we're currently operating in Europe, in North America and Asia is very challenging. As I presented this to the analyst, inflation has further accelerated in Europe, and that has resulted, particularly in Belgium, to higher salary, transportation, and energy costs. At the same time, and that is affecting in particular all parcel operators and e-commerce logistics, consumer confidence has significantly dropped in Europe. As a result, online retail sales has declined significantly.

To tackle these challenges, because every challenge is a great opportunity, we are building with four pillars our strategy. In Belgium, we will evolve to a customer-centric and sustainable organization, and that will require, over the next years, continuous transformation. In Europe, we are expanding, further investing, both organically and inorganically, to build a leading position in e-commerce logistics. In North America, we developed an accelerated growth plan, to double our revenues and to have our profits quadrupled in the next five years. How do we do that?

Well, we have management priorities, and execution is key regardless of the macroeconomic shocks. We will focus on becoming more customer-centric, more agile, more lean by improving our operational efficiency. I would say we are high on humility, but also high on operational ambitions. We're further building Europe and accelerating in the U.S.

What you will see in Belgium, we will significantly reduce headquarters costs. I will come back to the issue of organization design. We're moving the whole organization from a product delivery company to a customer-centric organization. All of this, as our chair indicated, in an ESG long-term sustainable manner. The way we do our transformation and organizations is as a socially responsible employer. What are these tools we have to deliver a customer-centric and agile organization? First of all, it's about technology. I think we have three main actions. We will roll out our automation strategy, we will further invest in our robotization strategy, and we will have a short-term plan to deal with simplification and transparency for our legacy systems.

In terms of group values and culture, we are committed to deliver close to the customer, curious to innovate, and we care together for our employees, for our colleagues. Servant leadership and talent mobility will be key in executing this strategy. What does that mean? It means encourage diversity of thought, creating a culture of trust. It's not about me, it's not about the board members, it's not about the executive committee. We have an unselfish mind because we foster leadership in others. As I said, we are great in humility, but also great in ambition. On group structure and organization design, what can you expect? We have reflected on the new organization design that is completely oriented to empowering and making our three business units accountable, and therefore having lean value-added centers in the group.

It means that we will further significantly reduce group headquarters. On the ESG stance, I think our chair indicated we have a net zero ambition. We are the social lift in society. We are the human face in the digital world, and we will foster and promote diversity and inclusion through our diversity, equity and inclusion program. What is then the outlook? What can you expect as shareholder for 2022? Well, as we recently announced, we are on track with the outlook during the first . We have highlighted that there are a number of risks and disruptions in the market that could potentially be a downside risk up to EUR 40 million in the guidance.

That is due, as you have seen it from other operators, to inflation and the automatic indexation mechanism in Belgium, and it's in particular due to the uncertain consumer behavior. We're not standing still. I think we're taking with the executive team and the board all actions to increase our hunting plan through increased sales efforts. We're proceeding with price increases where appropriate, and also are increasing and accelerating our cost reduction programs. There will always be an element of uncertainty. As you know, 80% of the performance, for example, in Radial is done at Q4. I will not walk into great detail in terms of the differences. I can only guarantee that we continue to invest in the transformation of the group. We have a capital allocation of EUR 250 million this year.

We will continue invest in the future. We need to accelerate the transformation and, at the same time, become one of the leading e-commerce, omni-commerce logistics operators. I would now like to give the floor to our interim CFO, Koen Aelterman.

Koen Aelterman
CFO ad interim, bpost

Thank you, Dirk, and good morning, everyone. I will indeed walk you through our financial performance in 2021. bpost delivered on its promises in 2021, with full year results in line with the twice increased guidance. The group-adjusted EBIT stood at EUR 349.3 million, exceeding our updated guidance of above EUR 340 million and well above the original guidance of EUR 265-295 million. As we will see, our mail and retail segment has benefited from higher mail revenues, resulting from a limited volume decline, which was offset by a favorable price mix impact.

Our parcels and logistics Eurasia result was mainly driven by a parcels volume growth of 10%, a 15% growth in Radial Europe and Active Ants, and the negative impact from the new VAT regulation on cross-border volumes since July 2021. At Parcels and Logistics North America, the revenue development was mainly driven by Radial's growth of 11.6%, notably thanks to the contribution of new customers launched in the course of 2021. Let's have a look at the key financials for the year, both reported and adjusted. I'll come back in more detail on the revenue and EBIT developments in the breakdown per business unit, but let me start with the non-operational financial impacts.

You will note the positive impact of EUR 19.5 million on net profit in 2021, as bpost bank was reassessed at a value of EUR 119.5 million ahead of the closing of the sale, which took place in early January. As a reminder, an impairment of EUR 142 million had been recognized in the Q4 of 2020, as bpost had announced its intention to sell its 50% stake in bpost bank to BNP Paribas Fortis. At that time, the purchase price was expected to range between EUR 100 million and EUR 120 million, and the carrying value was reduced based on the lower end of that range to EUR 100 million.

The net profit was also impacted in 2021 by impairment charges of EUR 7.4 million on Ubiway Retail ahead of the sale which took place in February this year. The net financial result improved by EUR 31 million, mainly due to the lower non-cash financial charges related to IAS 19 employee benefits as a result of an increase in discount rates. Adjusted income tax increased by EUR 35 million, mainly due to the higher operating results. The Group IFRS net profit amounted to EUR 250 million in 2021, while, as a reminder, the impairments totaling EUR 204 million in 2020 led to a reported net loss of EUR 19 million in 2020. Let's look at the operational performance by business unit in more details, starting with mail and retail.

Our external operating income increased by EUR 47 million, primarily driven by domestic mail, with retail and value-added services increasing compared to soft comps of 2020. We recorded an underlying mail volume decline of 5.9% in 2021 against 12% decline in the previous year during the pandemic. The volume decline has impacted revenues by EUR 62 million and was fully offset by a positive price and mix impact of EUR 86 million. We also had a +1 million working days impact compared to 2020. Altogether, domestic mail revenues grew by almost EUR 26 million year-over-year. Admin mail volumes benefited from COVID-19 communications, including mail sent in the context of the vaccination campaigns, which we estimate as a contribution of about EUR 26 million to the top line in 2021.

Proximity and convenience retail network revenues recovered from the pandemic impacts in 2020, which had reduced footfall in Ubiway Retail stores and especially in travel locations. This was partly offset by lower banking revenues due to the low interest rate environment. The value-added services increased by EUR 11 million, driven by higher revenues from Fines olutions. Adjusted EBIT from mail and retail at EUR 194 million was up EUR 23 million, explained by the higher revenues I just talked about, partially offset by cost increases.

The cost base increased due to higher payroll and interim costs that were driven by higher parcel volumes, salary indexation, collective labor agreement impacts, and merit increases, as well as lower VAT recovery, higher material costs in line with revenue recovery at Ubiway Retail, and higher third-party remuneration in line with revenues at value-added services.

These increases were only partially offset by a favorable evolution of the FTE wage mix, increased sorting activities cross-charged to E-Logistics Eurasia, and the non-recurring COVID-19 specific costs in the first half of 2020. At Parcels and Logistics Eurasia, we recorded an external revenue growth of EUR 5.4 million. The top-line growth at Parcels BeNe and E-commerce Logistics being offset by cross-border. Our Parcels BeNe external revenues grew by EUR 14 million or 14%. The year-over-year growth was driven by Parcels B2X activities, while Dynalogic and Dynassure sales declined due to lower demand in two-man delivery and lower sales in insurance. For Parcels B2X, which is our domestic parcel activity, we saw a volume growth of 10.3% against high volume increase of 56% in 2020 during the pandemic.

At the same time, our price mix decreased by 3.9%, with the mix impact offsetting the price impact from end of year peak surcharges. Note that parcel volumes in 2021 were 72% above the pre-pandemic volumes in 2019. In e-commerce logistics, Radial Europe and Active Ants sales continued to grow by 15% year-over-year, mainly from new customer onboardings and new fulfillment site openings. On the other hand, year-over-year revenue development at Dynafix, specialist in repairs in the Netherlands for electronic devices, almost fully offset the revenue growth of the sub-segment. This due to the ongoing shortage of electronic spare parts and less devices to be repaired. In cross-border, revenues decreased by EUR 11 million or 3%, mainly due to lower Asian parcel volumes.

The 21% decline in Asian sales is a consequence of the high comparables of 2020, when we still had the benefits of the temporary rail transport solution we had set up late in the Q2 of 2020, and the termination of the VAT exemption on low-value consignment or LVC since July 2021. We continue to expect in the future a progressive recovery from the LVC impact, but the timing remains uncertain, especially with the current lockdowns in China. Operating expenses remained nearly stable, mainly explained by higher volume-driven inter-segment operating expenses charged by mail and retail for parcel volumes handled through the integrated last mile mail and parcels network, offset by lower transport costs from lower Asian volumes and the non-repeating COVID-19 OpEx incurred at the beginning of the pandemic in 2020.

Year-over-year, E-Logistics Eurasia adjusted EBIT increased by EUR 5 million to EUR 106 million. In North America, the operating income of e-commerce logistics increased by EUR 165 million, up 16% at constant exchange rate. This is driven by Radial's existing customers and new customers launched in 2021 and accelerating from June onwards. At the same time, our activities at Landmark Global and Apple Express continue to record strong volumes from existing clients and new customers won in 2020. When putting Radial revenues in perspective, we see that the current revenue at $1.34 billion is respectively 43% and 12% above 2019 and 2020, which reflects the structural e-commerce logistics growth and Radial's expansion plan. International mail decreased by EUR 41 million following the deconsolidation of The Mail Group in early August 2021.

For the reasons explained above, the total operating income increased by 11.9% at constant exchange rate, while we saw OpEx increase by 7.5% at constant exchange rate. The variable OpEx increased in line with the revenue development, and we incurred labor cost headwinds due to the current wage rate pressure in the U.S., which were partially offset by the COVID employer payroll tax credit program. We also had higher fixed costs from new sites and start-up costs in line with our expansion and our commitment to invest in the long term. Year-over-year, E-Logistics North America adjusted EBIT increased by EUR 45 million to EUR 78 million. You will remember that in 2020, following the ransomware attack in October, we reported a negative EBIT impact of EUR 9.2 million in the Q4 of 2020.

In 2021, we recorded a positive EBIT impact of EUR 6.6 million from cyber insurance recovery. Additionally, we benefited from a EUR 5.2 million one-off concession from a vendor. When excluding the one-off concession and the ransomware impacts, the adjusted EBIT still grew by EUR 24 million or 57%. This sharp operational EBIT increase was driven by the contribution of new customer wins and by strong operating leverage. Adjusted EBIT for corporate declined year-over-year by EUR 3.6 million to minus EUR 28.5 million, with slightly higher building sales being offset by higher net operating expenses to accelerate the transformation of bpost group. Our free cash flow of EUR 290 million decreased by EUR 150 million in 2021.

The main items to flag are the following. The higher EBITDA, combined with higher tax payments, resulted in an improvement of our cash flow from operating activities before changes in working capital for EUR 73 million. We had a negative variation of EUR 206 million in change in working capital, mainly driven by the expected unwinding of extended payment terms, which some suppliers we initiated at the beginning of the pandemic in 2020, by higher unsettled terminal dues balances, and by a different payment schedule of social security. Finally, there was a EUR 17.4 million higher cash outflow from investing activities, which is explained by higher CapEx, partially compensated by the proceeds of the sale from the Mail Group.

The capital expenditures stood at EUR 172 million and were mostly related to our continued e-commerce logistics expansion of Radial in Europe and in the U.S. and of Active Ants, as well as parcels capacity expansion and sustainability initiatives for e-fleet infrastructure. Our cash flow from financing activities was EUR 170 million below 2020, mainly resulting from our decision to not roll over and repay our maturing short-term debts. All in all, this results in a net cash outflow of EUR 19 million. As to our balance sheet, the main movements versus 2020 relate to, first, higher property, plant, and equipment, as the capital expenditure and increase in right-of-use assets and leases outpaced the depreciation. Second, the assets and liabilities held for sale, which should be reviewed together.

The net increase of the assets held for sale of EUR 20.3 million was mainly explained by the reassessment of the investment in bpost bank, classified as assets held for sale, and the classification of Ubiway Retail as held for sale. Third, the decrease of cash and cash equivalents, which was explained in the cash flow statement. This also includes the financial debt repayments for a total of EUR 175 million. Consequently, our net debt, including higher lease liabilities in line with our expansion of e-commerce logistics activities, decreased by EUR 20 million in 2021 to EUR 470 million. Our statutory results, according to the Belgian accounting standards, show a net profit of EUR 161 million. The BE GAAP net profit is the basis for the dividend distribution capacity.

The board of directors recommends to this assembly to grant a gross dividend of EUR 0.49 per share to the shareholders, which corresponds to a payout ratio of 40% of the group IFRS net profit, as no significant non-cash impact was booked in 2021. This will represent a cash outflow of EUR 98 million in the Q2 of this year. Since we published our Q1 2022 last week, I would like to share with you the highlights but let me first introduce you the new business unit setup.

As you know, we have just bundled our domestic parcel activities with our mail and retail activities into one Belgium business unit. This implies a new business unit structure with Belgium, E-Logistics Eurasia, and E-Logistics North America, now replacing Mail and Retail, Parcels and Logistics Eurasia, and Parcels and Logistics North America.

This new structure will allow to recognize different strategic imperatives, namely, to transform Belgium, to build E-Logistics Eurasia, and to accelerate growth in E-Logistics North America, as well as allow for full P&L accountability at business unit level. The objectives are to align accountability, speed of action, and transparency. As from this Q1 , the reporting format has been adapted accordingly. This consists in moving our Belgian parcels activity out of the sub-segment Parcels BeNe, and to create a new sub-segment, Parcels Belgium, next to the five segments of the former Mail and Retail business unit. We have regrouped Dynalogic and Dynasure, previously in the sub-segment Parcels BeNe, together with Radial Europe, Active Ants, Leen Menken, and Dynafix in the existing sub-segment, E-Logistics Eurasia.

Our Q1 results, reported under this new structure, have been supported by strong mail revenues and continued growth at Radial North America, both partly mitigating the unfavorable macroeconomic environment Dirk discussed earlier. We see that our group-adjusted EBIT stands at EUR 93 million, with a margin of 9%, which is fully in line with the guidance of EUR 280 million-EUR 310 million we provided on February 24. Our group operating income for Q1 stands at EUR 1,038 million, up 1.8% year-over-year. This mainly results from the contribution of Radial's new customers and strong mail revenues, offsetting together the anticipated decline in Asian cross-border revenues due to the LVC regulation, lower revenues from lower parcel volumes, and the deconsolidation of Ubiway Retail as from March this year, and The Mail Group since August last year.

In Belgium, adjusted EBIT declined by EUR 16 million to EUR 75.1 million, mainly due to higher OpEx from the two recent salary indexations of 2%, as well as higher energy costs. At E-Logistics Eurasia, the adjusted EBIT stands at EUR 10.5 million, a EUR 6 million decrease year-over-year, due to lower cross-border activities and higher OpEx from our e-commerce logistics growth and expansion costs. This EUR 6 million decline in EBIT has been compensated at E-Logistics North America, where EBIT improved by EUR 7 million, almost doubled to EUR 15.2 million, with an increased margin of 4.4%, mainly thanks to Radial's contribution. I will now hand over to our Chair for the next agenda points of this meeting.

Audrey Hanard
Chair of the Board of Directors, bpost

Thank you, Koen. Presentation from CEO and CFO at interim allowed to present the 4 items on the agenda. We proceed with the remuneration report, which is the next point. The remuneration report was prepared by the Nomination and Remuneration Committee and unanimously approved by the Board of Directors on the 17th of March. This report explains in detail the remuneration principles that prevail for the members of the Board of Directors, Managing Director and other members of the Group Executive Committee. The remuneration of the members of Board of Directors, other than the Managing Director, consists of two elements, a fixed monthly fee and an attendance fee for each board committee meeting attended.

The remuneration of the members of the Group Executive Committee, including the CEO, is reviewed regularly and approved by the Nomination and Remuneration Committee. It consists mainly of a fixed base salary for the chief executive officer, which is a fixed sum indexed annually. For the members of the group executive committee, a salary reflecting responsibilities and characteristics of the position, as well as the level of experience of each member. Insurance premiums and other benefits, such as death and disability cover and medical insurance and short-term variable salary, which is a percentage of the base salary and varies according to collective objectives on the one hand and individual objectives on the other. The part linked to collective objectives depends on three financial and non-financial indicators.

First of all, the company's financial results, EBIT at a level of 60% for the CEO and 50% for the members of the Group Executive Committee. Customer loyalty index up to 10%, and short-term absenteeism index up to 10% as well. The part related to individual objectives corresponds to the achievement of clear and measurable objectives defined at the beginning of each year for the chief executive officer and each member of the Group Executive Committee. These objectives are detailed in the remuneration report. For the points 6 and 7, it will be then proposed, suggested to you to grant discharge to the directors and the auditors for the performance of their duties in 2021. Finally, the appointment of the directors of Mr. Michael Stone and Mr. Ray Stewart expires at this meeting.

Their term of office expires. On the recommendation of the remuneration and nomination committee, the Board of Directors proposes to reappoint Mr. Michael Stone and to appoint Mr. David Cunningham as independent directors for a period of four years, and I will give them the floor so that they can present them briefly as well.

Michael Stone
Independent Director, bpost

Thank you, Audrey. Hi, Michael Stone. I'm an Irish national. I have over 35 years of experience in parcel and postal businesses. Based in Brussels for 13 years with DHL. Lastly, now I'm currently living in the UK. I'm married with a couple of children, and I look forward to the opportunity of representing bpost on the board of directors for another four years if voted accordingly. Thank you.

Audrey Hanard
Chair of the Board of Directors, bpost

Thank you, Mike. David, welcome too for a short introduction.

David Cunningham
Independent Director, bpost

Thank you, Madam Chair. David Cunningham. I spent 36 years in the parcel logistics business, primarily in the U.S., 22 years overseas with Federal Express. I'm honored to be considered for this appointment and look forward to contributing to bpost.

Audrey Hanard
Chair of the Board of Directors, bpost

Thank you. The board suggests to remunerate the mandate of these two candidates on the same basis as the other directors in accordance with the bpost remuneration policy. On the basis of that information presented to the company, it has been established that the selected candidates have no conflict of interest or incompatibility, and that they meet the independence criteria prescribed by the Belgian Code of Companies and Associations, as well as by the Belgian Corporate Governance Code.

Now we suggest to give a special mandate to Mr. Ross Hurwitz, François Soenen, and Mrs. Hélène Lespouille, with the possibility of substitution to carry out all the administrative formalities necessary for the execution of the above resolutions. We're now at the end of the items on the agenda. Before we proceed to the vote, we will now answer your questions. Applicable legal provisions from Mr.

Georges Karakoutis, which is the following: Has bpost Mail Belgium or SoGePost already a plan to make the electronic mailbox available for the regular citizens? We'll give the floor to our CEO to answer this question.

Dirk Tirez
CEO, bpost

Thank you, Audrey, and also thank you for the question. It does allow me to clarify the strategy of bpost in this respect. I think it's all about how to enhance the customer journey and how to proceed with the job to be done for the customer. It means that the bpost strategy is not to provide an electronic mailbox to the citizen, but to have a physical strategy. It's the unique combination of physical and digital delivery, and that is exactly what bpost and Speos are doing. I think it's part of closing the digital gap, and part of the program also of digital inclusion of all Belgian citizens, but providing a new service, so to allow the customer to have a choice and to have options and to enhance the experience of all Belgians.

Audrey Hanard
Chair of the Board of Directors, bpost

Thank you. I can now invite shareholders to ask their questions either in the room or remotely via the Lumi platform. To keep the length of this meeting reasonable and to give all shareholders a chance to ask questions, I ask you obviously to be brief. When you ask a question, please state your name first and if necessary, the company and the shareholder you represent. Thank you.

Emmanuèle Verhaert
Shareholder, bpost

I'll ask a question. My name is Emmanuel Verhaert. I'm private shareholder, not for such a long time. Fortunately, I

I haven't acquired the company at the cost of the stock market, but it hasn't been a source of pleasure. Maybe this is not the platform to ask for some explanation, because most of the time this question is not responded. I have read well the annual report in which you state that you're looking for more possibilities as a logistic company. That means not the postman having a drink with the neighbor when delivering his mail. These times are belong well to the past. With Proximus, I have made the same remark. There's a certain representation of political mandates in the board of directors. Which changes and converts into an American growth company. I would like this to be reviewed.

What actually I think is quite arranging is that, apart from a full-time job, most of these people also have 5, 6, or other mandates. I don't know how they do that in one single day. I just don't get this. Thank you.

Audrey Hanard
Chair of the Board of Directors, bpost

I would like to respond to this. First of all, the board of directors, as well as its representation, is a reflection. The fact the shareholder is partly, yeah, owner of the state of, it's not a question for the board of directors. Every member of the board of directors is responsible for the well-being and long-term for the company itself. Everyone is responsible, not only the own shareholder, but every shareholder. That's the way decisions are made within the board of directors.

Half of the shareholders are being appointed by the state, but execute a management mandate actually autonomously. You have told it yourself. For growth possibilities, we look to the United States, as far as operations and to also geographically, in geographical terms. As far as the accumulation of mandates is concerned, there are very clear guidelines on that subject to counter this. A couple of months ago, this is not the case for no one within the board of directors nor for the new members of the board of directors. They look at this actively. For bpost, about which I'm talking, for three mandates or according to the function that you exercise, there's no one actually within the board of directors who exceeds the guideline that has been stated.

Emmanuèle Verhaert
Shareholder, bpost

Can I just quickly add something?

Don't you think that the influence by the uptake of Radial has been criticized by the market, intention of one of your predecessors, a very high price, way too high has been paid. Has this been a good decision? Don't you expect that the influence of the shareholders, because I also think that a lot of Americans actually contribute to bpost, and they're not that satisfied by the fact that the state continues to have such a big influence. I haven't mentioned it with bpost, but I'm sorry, but now you talk about a counselor. Sorry, this is way too much.

Audrey Hanard
Chair of the Board of Directors, bpost

I think that your question addresses mainly the state shareholder. No state, it's not the shareholder. I can't predict what the future will tell.

bpost has a good relation with all shareholders, and we would like to maintain this. Regardless of the regulations and the law concerning this. Are there other questions?

Emmanuèle Verhaert
Shareholder, bpost

I would like to come back to an item that has been mentioned. Before COVID, according to diversity, I see there's no progression whatsoever for a couple of years, although it has been mentioned regularly about the number of women within the board of directors. There's one quarter of women, three-quarters of men. A remark concerning this, is that just a refusal for future pensioners or because of since 60 years is a percentage of. There's three people of less than 60 years.

Is that normal within the board of directors that an old man actually has to make that remark? Thank you for your answer in advance.

Audrey Hanard
Chair of the Board of Directors, bpost

Obviously, this is a very discrete item. This is one of a criterion that has been retained in one of the most recent discussions. There was a need of international need, there was a member actually with experience, and there was a need to know also the parcels industry in the United States. Actually, we have insisted on the fact that women and the Remuneration Committee has also interviewed women, and according to Belgian law, we also would have advantaged a woman.

Because of their experience and their knowledge of bpost or because of their knowledge of the market, their ability as well to come and to show according to the law, for instance, they have actually demonstrated that they were more qualified for the job. Numbers are one thing. There's also the quality that has been taken into account. We have the role of chairman. That's the first time that a woman actually has a kind of role. Sorry. Same way in the audit committee, we have Sonja, who actually took on the role. As far as age is concerned, there are three board members who play an important role in different committees. Lionel, for instance, she potentially has such a very important role to play.

I will talk about this with her this afternoon. People come from university; they play a role. You also need to recognize their experience, but obviously it remains a priority. We can do better, and we will see to it that we also recruit diverse profiles. Thank you.

Okay. Another little remark. I worked with SUEZ for 54 years. I've worked there except for the COVID times, and since three years, the CEO is a woman who works in the United States, French and American, and she has been appointed by SUEZ. The work that she delivers actually during this last three years is actually remarkable. There's no doubt about that. Are there other questions?

All right.

There are no online questions neither. I note that all personal questions have received an appropriate, complete, and detailed answer. All items on the agenda having been covered, we will now proceed to the vote. The shareholders present or represented physically or online who have not voted in advance are now invited to vote on each of the resolutions presented to them. The votes of those shareholders who voted in advance, either electronically or by correspondence, have been previously recorded in the Lumi database and will be automatically added to the votes cast during this meeting. The last statement in the attendance list indicates that the shareholders present or represented together hold a little more than 122 million bpost shares, each giving the right to one vote.

The result of the vote is determined by a simple majority, which means that the vote is calculated on the basis of the for and against votes. Abstentions are not taken into account in the calculation. I will now hand over to our Head of Investor Relations, Mr. Antoine Lebecq, who will explain the practical aspects of the vote.

Antoine Lebecq
Head of Investor Relations, bpost

Thank you, Madam Chair. For the shareholders present in the room, we use an electronic voting system, as I said earlier. At the entrance, you receive normally a voting device and electronic card, as well as instructions on how to use them. Please follow the instructions on the screen, how to use the device. You can. If you haven't already done so, please insert your return card to your box at the top of your keyboard. Make sure that chip is facing you.

When the electronic card is inserted correctly, you will see your name at the top of the screen. The shareholders, I would like to invite you to open the screen on the platform. All resolutions will also appear on the screen, and you can vote just selecting for, against, or abstention. There are seven resolutions that need to be voted on. When you have made your choice, a message indicates that your vote has been received and accounted for on the top of this screen. I will now hand over to the Chair of the assembly. I suggest that we begin to vote. The shareholders present in the room and online now have three minutes to vote on the seven resolutions.

Audrey Hanard
Chair of the Board of Directors, bpost

The vote is now closed. I propose to show the results of the vote. The first resolution concerning item four, approval of the statutory results. The results of the vote will appear on the screen. Or should appear on the screen. Thanks. This resolution has been approved. Second resolution concerning point five, approval of the remuneration. It will appear on the screen. The resolution has been approved. Third resolution concerning six, discharge of the board members. The results appear on the screen. This resolution has been approved. Discharge of directors has been approved. The fourth resolution concerning point seven, discharge of the statutory auditors. The results appear on screen, and the resolution has been approved.

Fifth resolution concerning item 1.8, a renewal of the mandate of Michael Stone as independent board member for a duration of four years. Results appear on the screen, and this resolution has been approved. The sixth resolution concerning point 8.2, the shareholders' meeting approves the appointment of Mr. David Cunningham for four years. Results are shown on the screen and has been approved. Congratulations on our two administrators. Seventh resolution concerning point 9, power of attorney. The results appear on the screen. This resolution has been approved. All items on the agenda of this ordinary general meeting have been treated. I ask the meeting to dispense with the reading of the minutes where appropriate. Very well. I declare this assembly AGM as closed.

I thank you for your presence, and I invite you for lunch in the neighboring room. Thank you all very much.

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