bpost NV/SA (BPOST) Earnings Call Transcript & Summary

Ladies and gentlemen, it's with great pleasure that I declare the Special Shareholders' Meeting open. For health and safety reasons, the meeting is being held with a limited number of participants. I am joined by our CEO, Mr. Dirk Tirez; and our Company Secretary at interim, Mr. François Soenen; and the Head of Operations, Mr. Antoine Lebecq. The Director joining remotely are Mr. Ray Stewart, Mr. Mike Stone, Mrs. Caroline Ven, Mr. Jos Donvil, Mr. Jules Noten, Mr. Lionel Desclée. And for Ernst and Young, it's Han Wevers. So I invite Mr. Soenen to act as secretary and scrutineer. The shareholders -- the agenda is the resolutions that have been proposed before the meeting to the shareholders. We will present them and answer your questions before voting on each item. I hand the floor to Mr. François Soenen, who will report on the fulfillment and the convening formalities and the number of shares represented today.

Thank you, Madam Chairperson. The convening notice and the agenda of the Special Shareholders' Meeting were published in accordance with the statutes of the company's Article of Association under Article 7:128 of the code of companies and associations. Those publications were made in the Belgian official gazette, De Standaard and La Libre Belgique on August 13 of the year 2021. A press release was also sent to all general editorial offices. The press release was published at the bpost website and communicated to the market through Euronext and Euroclear on August 13, 2021. The convening documents were also made available to the shareholders on the company's website and sent to the registered shareholders and statutory auditors. Lastly, in accordance with Article 36, paragraph 3 of the law of March 21, 1991, the information was communicated to the Joint Committee of September 10, 2022 -- 2021. The directors have waived their rights relating to the convening formalities. In the COVID -- in the light of the COVID -- the continuing pandemic, the Board of Directors has made the decision to hold the meeting online to rule out any risks of the health of the shareholders, the service providers and employees. In practice, this means that the physical presence of shareholders, proxyholders and other persons otherwise authorized to attend the meeting is not allowed. So also secondly, voting rights can only be exercised by e-mail, by proxy or digitally on the Lumi platform. Shareholders are able to submit their questions on the Lumi platform. The shareholders who have fulfilled the legal and statutory formalities needed to participate at the Special Shareholders' Meeting represent 180,745,521 shares and each giving right to 1 vote. The calculation of the required majorities will therefore be based on 180,745,521 shares. The proxy votes and the mail votes will be attached to the minutes of this meeting in accordance with applicable legal provisions. I will now hand the floor to our Head of Investor Relations, Antoine Lebecq, who will explain the particular aspects of the Lumi platform.

Thank you, François. Shareholders now will be able to submit their questions on the Lumi platform. Questions can be sent at any time until the Chairpersons closes the question time session. [Operator Instructions] All questions will be checked via the moderator of the platform before being forward to the Chairperson. The answers will be given during the Q&A question time session. I now hand over to our Chairperson, Mrs. Audrey Hanard.

Thank you, Antoine. So I note that the Special Shareholders' Meeting is validly constituted. As no special quorum is required to deliberate on the items of the agenda, this meeting is able to validly deliberate on the items on the agenda. I wish you a welcome on this Special Shareholders' Meeting. So before going back to the normal situation. So we have seen that there was an intense situation. I don't think that anyone will forget the images of the devastating natural disaster in the south of our country. Numerous bpost employees were hardly hit personally, and our infrastructure was also affected. On behalf of the whole Board of Directors, I want to express my gratitude and admiration for the bpost employees for all their efforts to ensure that we were able to resume the operations in the affected areas as quickly as possible and so safeguard the public service provision to citizens and customers. And for their solidarity, colleagues helped each other on the weekends by clearing debris and organized spontaneous donations to get those hit hardest back on their feet. bpost is a company that can rely on 36,000 committed employees. The campaign to raise funds for affected colleagues showed this once again. We are a strong brand with a long and renowned history. bpost plays an international important social role. And since May 12, we have done this under the new Board of a new CEO, Dirk Tirez, who has been unanimously nominated for this post. He has already proven he's able to install a sense of calm throughout the company. Dirk provides continuity, and he has an excellent understanding of the company and the good relations with the Board of Directors. He is the right person on the right place for our company. I'm very much looking forward to continuing our fantastic relationship over the coming years. Ladies and gentlemen, we once again find ourselves on the eve of a traditionally busy period for postal services. Our aim is to get bpost performing as strongly as possible going forward. Across the board, both socially and economically, I have the total confidence that Dirk and the Group Executive Committee will guide bpost through the coming periods and continue to build the very best future for this company. The first point -- first item on the agenda is the nomination of Mr. Dirk Tirez as Director of the company. On July 12, 2021, upon recommendation of the Remuneration and Nomination Committee, the Board of Directors unanimously decided to appoint Mr. Dirk Tirez as person vested with the day-to-day management, the CEO, of bpost with effect from July 1, 2021, for a term of 6 years. In accordance with the nomination right, the Belgian state proposed to appoint Mr. Dirk Tirez as Director for a term ending after 6 years from July 1, 2021. In accordance with the bpost remuneration policy, this mandate as Director will not be remunerated. Allow me to give a brief description of the candidate. Dirk started his career at the law firm Cleary, Gottlieb, Steen & Hamilton in New York City as a member of the New York State Bar. He then counseled to the office of Minister of Finance of Belgium. Before joining bpost in 2003, he was the European General Counsel and Company Secretary of NASDAQ Europe, a subsidiary of Nasdaq Stock Market. At bpost, Dirk was a member of the Group Executive Committee in charge of strategy, M&A, active portfolio management, legal corporate, compliance and regulatory and public affairs. He's also Chairman of the Board of Directors of bpost. Based on this information presented to the company, it was established that Mr. Dirk Tirez has no conflicts of interest or incompatibility. Upon recommendation of the Remuneration and Nomination Committee, the Board of Directors recommend to the meeting to appoint Mr. Dirk Tirez as Director of bpost for a term ending after 6 years from -- taking effect from July 1, 2021. So we will propose you to grant a special power of attorney to Mr. François Soenen and Mrs. Hélène Mespouille with power substitution for the purpose of accomplishment of all necessary administrative formalities to implement the aforementioned resolution. We have reached the end of the item -- this item on the agenda. We will proceed to the question time. Before voting, we will now answer your questions. So we haven't received any written question from shareholders prior to the meeting in accordance with applicable legal provisions. Now we can close this Q&A session. So we will now proceed to the vote. The shareholders digitally present or represented and who have not voted in advance are now invited to vote on each of the resolutions via the Lumi platform. The votes of the shareholders who have voted in advance electronically or by correspondence have been recorded in the database of the platform and will be automatically added to the votes cast during the meeting. The last status of the attendance list indicates that 69 -- [ 39,39 ] of shareholders have fulfilled the legal and statutory formalities in [ partition ], representing -- so the result of the vote is decided by a simple majority, which means that the vote is calculated on the basis of for and against votes. Abstentions are not taken into account for the calculation. So before we're starting the voting process, I hand over to our Head of Investor Relations, Antoine Lebecq, who will explain how the Lumi platform works.

Thank you, Madam Chairperson. We will open the voting window. The resolutions will be displayed on the screen with available option for, against or abstention. There are 2 resolutions in total. So when you have made your choice, a message will be displayed stating that your vote has been received, and the counter at the top of the screen will be updated.

Thank you, Antoine. We can now start the voting process. The shareholders have 2 minutes to vote on the 2 resolutions via the Lumi platform. [Voting]

The vote has been closed. I propose to show the results of the votes. The first resolution for agenda item 1. So the nomination -- the appointment of Director Dirk Tirez after a term of 6 years, so counting from July 1, 2021. The results will appear on the screen. And this resolution has been approved by more than 98% of votes. Second resolution on -- so the formalities concerning the aforementioned resolution. So it has also been approved at 100%. All items on the agenda of the Special Shareholders' Meeting have been covered. So now I give the floor to our CEO, who will have the floor after we close.

Dear shareholders, I wish to thank you for your attendance at this Special Shareholders' Meeting. Obviously, I thank my Chairwoman and colleagues for their trust. For me, it's an honor to be part of the new Board. And I'm very happy that I have -- as CEO, I can talk to you with the global leadership team. We have -- the 4 past months since the General Assembly in May, we have done a lot to prioritize the priorities we have fixed at March 16 to have a state-of-the-art postal service, e-commerce and logistic with our roots in Belgium. So it has been very successful, our strategy. So we have a strong first quarter in August. So we have solid financial results. So this is thanks to -- that we worked with our 36,000 employees, we have fixed our management priorities, and we have meticulously executed those. We have financial ambitions. So we developed also plans. So as a -- corporate social responsibility and sustainability is for us key and a priority. So I'm very proud to say that we, as a company, we have a very sustainable growth. We play a role in the daily life of our customers and the Belgian citizens. So I would like to thank our -- all our great 36,000 employees all over the world who make that every day, we can meet the expectations of our customers. This summer, we have had the floodings, the floods in the south of the country. So I could see from my own eyes how resilient our employees are, and they do their utmost best to ensure the service to our customers and our clients. So I would like to express my admiration and my gratitude for such a perseverance for our employees. So we are on schedule. So we will execute the transformation. We will be future-oriented. We have an ambition to have a growth and to ensure and improve the performance. And we will have growth in Belgium and abroad in Europe, in the United States. And the trust of all stakeholders will be reinforced. So I'm very persuaded that we are on the right track for our transformation. So we will become an international player par excellence in the domain of e-commerce logistics, and we will be a major postal actor in Belgium. And we will realize sustainable growth. We will offer a future as for customers, as for our employees. So we know where we're going and how we will do it and how we will reach our goals. I hope that I can be sure that you will rely on me and trust my strategy.

So the assembly -- the special general assembly is closed, and I thank you for your participation. [Statements in English on this transcript were spoken by an interpreter present on the live call.]