PostNL N.V. (PNL) Earnings Call Transcript & Summary

April 20, 2021

Euronext Amsterdam NL Industrials Air Freight and Logistics shareholder_meeting 161 min

Earnings Call Speaker Segments

Jan Nooitgedagt

executive
#1

Ladies and gentlemen, a very warm welcome to this Annual General Meeting of PostNL shareholders. As Chair of the Supervisory Board, I will be chairing today's meeting. Well, the times are still very strange because we didn't feel able to invite you to a physical meeting. We decided to have an entirely online meeting in accordance with emergency legislation. Shareholders who've registered for the meeting will be able to vote during the proceedings as they were last year and could also use the chat function to ask questions during the meeting. Apart from Agnes Jongerius, all members of the Supervisory Board and Board of Management are with us today. Members of the Supervisory Board are taking part online. In addition, we have our notary, Ms. Cremers. And online, we have our external auditor, Frau Overbeek of EY with us. She has the final responsibility for auditing PostNL. In addition to Mrs. Overbeek, we've also got Mr. Niewold from EY with us online. He signed the nonfinancial performance statements. And I would like to welcome everyone. I also welcome the Chairman and representatives of the Central Works Council and the representative of the PostNL Continuity Foundation (sic) [ Foundation Continuity ], who are watching and following on the webcast. The Central Works Council has indicated that they do not wish to avail themselves of their right to speak during today's meeting. Nienke Meijer and Koos Timmermans are also with us online because they -- we plan to deal with their nomination as part of the agenda today. A warm welcome to them also. Next to me, we have the Board of Management on the table: Herna Verhagen and Pim Berendsen, and our Secretary, Ewout de Wit. All, of course, keeping our distance as appropriate. Herna and Pim will be telling you, among other things today, about the crisis' impact on PostNL and, of course, on the staff health. Ewout will be taking today's minutes, which will be made available via the PostNL website. In accordance with the corporate governance code, the draft minutes will be available in no later than in 3 months' time, after which you will have 3 months in which to submit any comments. After that, the Secretary and the Chairman of the Supervisory Board will finalize the minutes. If you wish to receive today's minutes at home, please send an e-mail to Ewout. You will find his e-mail address on the summons and agenda for today's meeting. Now some formal aspects of today's meeting. Today's meeting was convened in accordance with the law on the 9th of March 2021 by a publication on PostNL's website and a press report. The registration date was the 23rd of March 2021. In addition, further information was later placed on the website concerning the proposal of KPMG as auditor and the withdrawal of agenda item 7d, which was the renomination of Agnes Jongerius. Two, and with the summons, the entire agenda and all accompanying documents were made available for your inspection as required. Three, the precise list of who is here and the number of votes that can be cast at today's meeting are still being calculated, so I'll come back to that at a later stage in today's meeting. Item 4, what I can inform you is that there are currently 494,991,389 normal PostNL shares issued. PostNL does not hold any of these shares. I therefore conclude that all 4 requirements have been met so that all voting issues can be decided on in accordance with the law. The voting process will be different from what you're used to because everything is online. Because there is a slight time lag in the webcast, you can vote at any time right through the whole meeting. And we will close the voting at the end of today's meeting. This means that we won't know the outcome of any of the votes until the end of the meeting, so we can't tell you the result after each agenda item. So we are going to be in suspense until the end of the meeting. Now a couple more practicalities. If you have any questions regarding PostNL services, we would invite you to turn to PostNL customer services department. As always, some of the presentation on the screen today will be in English, and this is for the benefit of foreign shareholders who are following us online. Today's meeting, however, will take place in Dutch, and everything is being simultaneously interpreted. We asked shareholders to submit any questions to us in advance so that we'll be able to answer them at today's meeting. For each agenda item, we will deal with all questions submitted in advance first. Where possible, we've bundled the questions together. And any person taking part in the meeting online is also able to use the chat function to ask questions. You are logged on via the ABN AMRO system, and you can use the chat function to raise questions on any agenda item. If you wish to do so, please may I ask you most emphatically to ask a clear question to the people who are at the table today. And please do not ask more than 3 agenda items on each -- beg your pardon, 3 questions on each agenda item. Can I also please ask you to give your name clearly before asking your question. This is for minuting purposes. Questions on the chat will reach us, and we will cluster them before answering it. So it's possible that you won't hear your own question in exactly the same terms as you asked it. We will -- as far as we are concerned, we will be answering all the questions. So if there's more than one question on the same subject, we won't answer them separately. Because as I said, there is a slight time lag in the webcast, we won't be having any other business matter at the end of the meeting. So we must ask you, please, to raise your questions using the chat function during each agenda item. Finally, an entirely online meeting is an a novelty for us as well, but we hope things will run smoothly. At the end of the meeting, if you feel your question has not been answered, please get in touch with us. Now we can move on to the report on 2020. First of all, Herna Verhagen, Chair of the Board of Management, will run through the main events of 2020. At this point, she will also tell us something about our expectations and ambitions for the future. And Pim Berendsen, our CFO, a member of the Board of Management, will tell you about the financial side of 2020. We'll also see a couple of videos so that you don't have to spend your whole afternoon listening to us. But I'll now give the floor to Herna and Pim.

Herna Verhagen

executive
#2

Thank you, Jan. Welcome. Thank you, Jan. Welcome, everybody, this afternoon. We'd like to take stock of 2020 and look ahead as well as to what we'll be doing in digitalization and which favorable impact we expect that to have for PostNL. But let's start with that special year 2020. Thanks to the dedication of all our employees, we succeeded even during the year of COVID-19 to maintain our service levels and to provide good services of high quality. And of course, we also devoted attention and made some additional payments to our employees and the people who work with us via third parties, such as our temp employees and retailers of nonessential shops who kept their sites open for post and parcel services. Throughout the year, health and safety was our top priority. We started that very quickly. And as a result, thanks to the dedication of 50,000 people, we managed to keep playing that vital role in society. And to give you a sense of what 2020 was like for us, we'd like to show you the following video. [Presentation]

Herna Verhagen

executive
#3

Now looking at the key highlights for 2020. First of all, we see that we delivered 337 million parcels. That's a record number. And we also see that, as PostNL, we transitioned from a company that now obtains 57% of revenues from Parcels. Acquiring Sandd greatly complemented and improved the efficiency of our postal company. Later on, we'll tell you about how it's boosted our normalized EBIT and has helped us realize synergies. We devoted extensive attention to restructuring our product portfolio and started digital transformation, and we'll tell you more about that later on in this presentation as well. The massive growth in Parcels as well as an excellent Christmas period for post generated normalized EBIT of EUR 245 million, strongly outperforming guidance. EUR 55 million of normalized EBIT is nonrecurring. We do not expect to see that in 2021. Normalized EBIT also generated a good free cash flow of EUR 186 million in 2020. And in turn, that generated a dividend proposal of EUR 0.28 per share over 2020, which is earlier than expected. And in Dow Jones Sustainability, we performed well, ranking in the top 3, as #3. And you can see that we devote a lot of attention to our social and sustainability objectives. And non-financially, we did well with 2 during the previous year. We achieved 20% of our emission-free kilometers versus 20 -- excuse me, versus 19% in 2019. And there's a significant rise in employee satisfaction, a rise to 84%. And we saw the same growth with our delivery partners, and we saw the same growth among satisfied customers. Highly satisfied customers account for 37%. That's 10 points up from 2019. And our overall reputation improved dramatically, standing at 73.9%. Non-financially, PostNL had a strong year in 2020 as well. Now over to Pim.

P. Berendsen

executive
#4

Yes. Thank you very much, Herna. Now let's look in a little more detail at the financial side of 2020. And as Herna said, we had very strong performance, which has led to normalized EBIT being EUR 245 million across the year. And in various ways, we tried to make a distinction between recurring and nonrecurring effects of COVID-19. You can see here EUR 40 million nonrecurring impact COVID -- in front of COVID on Parcels. What we're thinking there is really 2 things: A year or so ago, during the first lockdown, certain kinds of product, which help people work from home, led to an increase of volume in our network. We decided that was nonrecurring. Then in the underlying trends, we also isolated the step change in volumes, which we saw in the second lockdown later in the year. And the impact of all that in 2020, that's roughly EUR 40 million, which is based on 25 million items, packets. And in the mail side is EUR 15 million, particularly because people were sending more greetings cards, Christmas cards, individual items mailed towards the end of the year particularly. That in this EUR 245 million, we've included some extra costs, as Herna was saying, where we decided that our own staff and also our delivering partner staff and retailers who had to close their shops for a while needed extra help. We incurred EUR 15 million additional costs for that. Now -- if we now look segment by segment, we can see huge increase in Parcels, 19.2% increase in volume, a significant increase in revenue and EBIT being EUR 209 million, whereas EBIT before was EUR 120 million, so an enormous change because all these parcels contributed, of course, to the segment. We could see also growth in Asia and Europe. All the logistics side of things worked well. We -- our activities in Belgium also shot up. So really, within the Parcels segment, the top line and the bottom line have seen really good results. If we now go on to Mail in the Netherlands. Again, here, we can see significantly good performance. To a large extent, though not only, because people were sending more greeting cards in the fourth quarter, but also the successful integration of the network of -- with Sandd across the whole year. As you know, we've now completely integrated the network. We've done that by the 1st of February 2020. And across the year, we achieved EUR 49 million of synergy savings. Now roughly EUR 30 million of that actually was integration costs. So the overall effect was EUR 80 million for the acquisition, which was more and indeed faster than we thought it would be. So there again, very good performance. Next, moving on from profit to cash flow. We can see normalized EBIT, EUR 245 million. Almost euro by euro, that corresponds to corrected free cash flow, EUR 238 million, which is EUR 131 million better than last year. And there were 2 special items in the cash flow. One was the sale and leaseback transaction, EUR 148 million additional cash flow generated by that and what we mentioned earlier, of course. The -- most of the settlement payments for the transition plans, early pension, et cetera, was paid off towards the pension funds. That's roughly EUR 200 million. And then we've got EUR 85 million to pay independent -- allocated EUR 16 million, EUR 17 million in the coming years. So EUR 168 million (sic) [ EUR 186 million ] free cash flow overall. And here, it's not only the performance which has worked, but also we got the capital and the divestments of our foreign operations and a number of our noncore items of Mail in the Netherlands, which we decided to divest from. So really, really strong cash flow in 2020. And this, of course, shows through on the balance sheet. This is looking much healthier than it was in the end of 2019. Adjusted debt has gone down. Adjusted net debt breaking EUR 407 million, which means that the ratio is now comfortably below 2. We got a return on invested capital well over 17%. That's also wonderful, a wonderful value creation. And shareholders' equity also went up to EUR 219 million. Now all in all then, exceptional financial performance and a really good, strong balance sheet. What that means is that we can go back to paying dividends at a sooner stage. And the proposal is EUR 0.28 per share. We'll be dealing with that in today's meeting. It's a bit earlier than expected, and that's because we have fulfilled the criteria of our policy. Equity is positive and so on, adjusted net debt over EBITDA. And this means that the normalized comprehensive income, which is the basis for paying a dividend, is EUR 197 million and the payout ratio is 70%, which brings you to our proposal of EUR 0.28 dividend per share. And now we'll go back to Herna.

Herna Verhagen

executive
#5

In the next section, we're going to address our strategy and ambition, and we'd like to tell you about the strategy and ambition of post and Parcels that we presented previously. So this is a brief summary. And we'll also talk about our digital strategy. After that, Pim will take over again to describe the potential financial impact of a good post and Parcel business together with that digital strategy. So let's start with our purpose, ambition and strategy. And once again, we'd like to show you a video to explain clearly what we as PostNL aim to achieve. [Presentation]

Herna Verhagen

executive
#6

We deliver special moments is our goal, our purpose. And that's what we do daily for many Dutch people and also many Belgians. Our ambition is to be your favorite deliverer, and that's what you'll discern in all our manifestations and expressions. And we've carried that over to our conduct, such as our training for all employees. And our strategy is to be the leading company in logistic and postal services into and from the Benelux. And that clearly reflects our focus. Our ambition and strategy has been reflected in our customer, social and environmental values. And we've associated objectives with them that we report on each year in our annual report. For our customers, it's very important to be their favorite deliverer. And we want to focus on new solutions. As for our employees, it's very important because the smile of our employees often does a lot for customer satisfaction. So we also think it's very important for people to feel safe with us and be healthy and be able to do their work safely. As for our surroundings, we have clear objectives for our surroundings. By 2025, within the large cities in the Netherlands, we want the last mile to be emission-free. And later on, we want to be entirely emission-free. These are clear objectives that guide us and add direction throughout our organization. As for value creation and our value creation model as a firm, we have some very important strategic objectives, which you'll see in this slide. The first important strategic objective is helping our customers grow. A second important one is maintaining a reliable, accessible postal network. And a third is to attract and retain good employees, improve our environment and our footprint. And of course, this should ultimately result in attaining profitable growth as well as a good cash flow. And we do this in Parcels by managing Parcels for profitable growth. We do this within Mail in the Netherlands by managing that based on value, such as a constant margin and cash flow. And we also do this by increasing our emphasis on digitalization. And that program is called Digital Next. I'll walk you through it. First, in Parcels, managing Parcels for profitable growth. Very important objectives include retaining and improving customer interaction as well as continuing to obtain and using the growth that we see in the years ahead, including e-commerce. Managing our network capacity ensures that we have sufficient capacity to distribute volumes and devise clever solutions. And value drivers for Parcels are volume growth and delivering value to our customers, such as efficiency improvements and an improved contribution from Spring and Logistics that we experienced in 2020 as well, as Pim explained. We do this based on our state-of-the-art network in the Netherlands and Belgium. On ordinary days, we process 1.1 million parcels, and on very busy days, we can handle up to 1.7 million parcels. 99% quality means that we deliver that parcel somewhere within 24 hours. We have nearly 4,300 retail sites in the Netherlands and Belgium, and we have nearly 100,000 business customers, and we're on the go 7 days a week. In all these and many other ways, we're a state-of-the-art network able to process large volume of parcels and distribute them within a very brief period. We expect e-commerce to continue growing. And we see this, for example, based on growth indicators in e-commerce. The number of people purchasing online increased in 2020 from 83% in 2019 to 88% in 2020. And we see in the number of people purchasing, increasing heavy users of people who purchase this way very frequently. And we see a rise in the number of web shops as well, which leads to growth in market share online. That has increased to 21%. And this is also why, as we indicated, we envisage Parcels to continue growing in the years ahead. Now if you want to add profitable growth, 2 trends are really important. And we shared this with the market previously in May 2019 at the Parcels Capital Markets Day. Ultimately, We'd like to raise the price per parcel and improve our efficiency, which means a reduction of costs. 2019 was an important year, and we launched many of those actions. And they paid off in 2020, of course, together with the growth that we noticed in volumes. In 2020, we saw an increase in the average return per parcel. And because of the massive efficiency, we experienced declining costs as well. This will remain important in the years ahead as well. And of course, we'll continue to invest in our network capacity. And here you'll see the massive acceleration from recent years in network expansion. We're going to continue this in 2021 and beyond. For example, this year, we will be opening 2 new sorting centers and an entirely robotized small parcel sorting center. This capacity expansion is important to be able to keep up with growth on the current market and to deliver the efficiency that we desire. Now looking at the second major value driver within the postal company, that would be Mail in the Netherlands. In Mail in the Netherlands, we see several very important value drivers. One is volume development. It's different from -- with Parcels, but once again, value is heavily based on volume trends. So these include a moderate price increase that we've applied in the past 7 years and we'll need in the future as well to manage the mail company in terms of value, and we also aim to achieve cost savings. Mail is also a strong postal company. As we said in 2020, on 1 February, we achieved the full integration with Sandd and added 4,000 new people to our group of mail carriers. And presently, we deliver about 8.1 million letters a day and have a 94% quality score and have over 11,000 letter box in the Netherlands. And we would be circling the globe over 1,200 times on -- by bicycle or on foot to deliver the mail. We have thousands of people, nearly 32,000 people working in our mail company. And every day, we face that challenge of delivering letters within 24 hours in the Netherlands. And we are well aware that those volumes are declining and expect them to continue declining in the years ahead. At present, we deliver approximately 250 letters per household per year in the Netherlands. Most still come from businesses. In 2020, we saw greeting cards experiencing revival because many people decided to send each other greeting cards. And we certainly saw an increase there, but we don't expect that to have a lasting impact. In the years ahead, we, therefore, expect the volume decline to continue. And that means that in the years, we'll continue our cost-cutting programs, and we'll continue our moderate pricing policy. These are important value drivers for Mail Netherlands, volumes and, of course, pricing. The third, as I mentioned, are cost savings. Because of the integration of Sandd, we added 30% volume in 2020 to our network. We added about 4,000 mail deliveries. And as for synergy effects, as we explained, we're well ahead of schedule. In the years ahead, we'll continue our cost savings and will intensify them. This means that we used 2020 to devise additional cost savings plans. These include reducing the number of depots, longer delivery routes that will enable us to include more mail on -- along one route and a simplified product portfolio. What remains important is to be a reliable and accessible mail company that delivers mail in the Netherlands 5 days a week. A third value driver that we added to PostNL is digitalization. And thanks to our Digital Next program, we aim to accelerate this further. I'll tell you some important value drivers underlying the digitalization program. First of all, we believe that digitalization may help intensify our revenue growth and may help accelerate certain cost savings or efficiency improvements. Digitalization helps us increase customer satisfaction. And of course, once again, we can devise clear KPIs such as the number of active web users as well as the number of people that, at the first contact with PostNL, is using a digital channel. Digitalization is in its heyday. That's now. And of course, the COVID-19 crisis enhanced that, but it was coming for a few years. Of course, you see that customer experiences change. By using websites of others, expectations arise for logistics companies. You see that much has already been digitalized, and many customers already have digital interactions with PostNL. Of course, we could reinforce that, and that's what we hope to achieve with our Digital Next program. This did not happen overnight. Over the past 6 or 7 years, we invested heavily in digitalization to ensure that we would be ready for this moment. Consider, for example, the fact that we brought data to the cloud and that we have phased out a lot of our applications and transitioned them to modern applications that we can build on more easily. And also consider that we devise the network in which it's very easy for customer APIs to align with the PostNL network so we can interact digitally with great ease. In a few years ahead, we'd like to devote additional attention to digitalization in the customer domain, in the cost or efficiencies domain and, of course, in the revenue domain. Digitalization has really taken off in 2020 at PostNL as well. See these figures. And if you look at the number of online visitors on our website, you'll see a 62% growth to 780 million visitors in 2020. And the number of PostNL accounts at the end of 2020 was 6.2 million. We have about 6.2 million users of the PostNL app. And we've also introduced a chatbot in our call centers. And we see massive growth there in terms of the number of conversations that a chatbot can process with great customer satisfaction. So that digitalization already figures prominently in our company, and we aim to accelerate that. Three important value drivers behind that acceleration are in commerce and the core logistics of our operation and in scaling the platforms we already have, such as the PostNL app. As for commercial, for example, by simplifying products, we may make things still easier for customers, and we'll make it easier for them to become customers of PostNL. And we'll help ensure that customers can purchase their services online from PostNL far more easily. Or another example that we're piloting right now is the -- that would be the entirely unmanned retail sites. So there are a lot of commercial optimizations that we can introduce. And we also see that in our core logistics in our company. We believe that, if we can digitalize our entire value chain from one into the next of our customers, we can derive optimal benefits. And I'll give you some very appealing examples that make clear why we see a lot of opportunities to enhance efficiency. And there are also opportunities in our platforms at PostNL. At the platform, 6.2 million unique Dutch people are active, and that's unique and offers wonderful opportunities to do even more than we do now. There are 2 very important enablers, things we need to do to achieve our digitalization objectives. One remains improving our IT infrastructure, strengthening our data foundation. That's what we'll continue investing in, in the years ahead. The second is training. We want to ensure that the people who work at PostNL all have a digital DNA together with all the skills that they already have. This is our digital acceleration plan. Now to give you a few examples, one you see here exemplifies commercial perspectives so that customers can indicate where, when and how they would like to receive their parcel. And you may have read in the newspaper that we're running a pilot in the Netherlands so people can upload a photo on the app to indicate where the parcel deliverer can leave the parcel. This exemplify the active involvement between the parcel delivery and the customer or between PostNL and the customer that will enhance customer satisfaction. Another example that will benefit our logistics is that by now we've equipped a great many of our roll containers with trackers. And these tracking tracers can reveal exactly where -- which roll containers are situated and also give us the opportunity to predict with still greater precision what volume is going to enter which sorting centers. So you can plan better with your employees and improve quality and also work more efficiently. That's the second example. Now the third example, and this is one of the examples that will be visible in our fully automated parcel centers, that's robotization. You see robot arms lifting the parcels onto the conveyor belt to structure the process efficiently. Now you can read over this example. It reflects the chain from start to finish. This is where we believe that digitalization will add efficiency and convenience and will also improve our processes still further. And the last example, and this shows what we can do with our platform. The platform will -- all people benefit from the PostNL app, and we believe that by communicating with our customers, we can make receiving parcels still safer and ensure a reduction in fraud, for example, by e-mails. And it will also make it far easier for customers to indicate how they like everything. So there's an infinite number of examples of how we expect Digital Next to accelerate digitalization and to enhance customer satisfaction and worker motivation and ultimately, improve a normalized EBIT in 2024. And Pim will tell you more about that.

Jan Nooitgedagt

executive
#7

Yes. Just for the sake of completeness, I'd like to say that watching online, you can use English or Dutch. And you can click on the top of your screen to see which language to show which language you wish to listen to. Pim?

P. Berendsen

executive
#8

Well, thank you. Now let's have a look at expectations for the medium term and also our outlook for 2021. Now Herna has been telling you about the impact of our computerization program. This gives you an idea of what it should yield. What I'd say here is that we're expecting EUR 88 million (sic) [ EUR 80 million ] to EUR 100 million growth in results from EUR 190 million in 2020 towards 2024. And there's the aspects of the strategy that Herna mentioned a moment ago. That's very important aspects of this progress. So we think that half of this increased result will come from increasing business performance, particularly the growth in Parcels, and also a stable, well, more or less stable contribution from Mail in the Netherlands. And this is partly offset by an increase in noncash pension expenses. So in other words, the growth in Parcels will contribute more than half of this impact on results. And the other 50% of this EUR 80 million to EUR 100 million comes from accelerating our computerization. That will increase sales, the revenues, prices, but also will have an impact on cost-cutting and customer satisfaction. So that's our expectations. And this includes a dividend of at least EUR 0.29 per share in 2021 and 2022. And we will hope that there will be an accretive contribution to earnings per share and the return on invested capital. So I don't like to draw a straight line from EUR 190 million with EUR 100 million or EUR 80 million extra, particularly not in -- at this stage. In 2023, we're really going to be in the investment stage. Now how is this going to look? Where's this EUR 80 million to EUR 100 million extra results going to come from? Well, about 50% from Digital Next. That's about, what, about EUR 80 million will be spent on that. I will be dividing this into more or less equal pots. One is operational expenses, costs. And the other is in the form of investments. And the investments, to a considerable extent, are in IT platforms, but also robot arms under development. And the costs are particularly in setting up customer journey teams and increasing capabilities, which will enable us to develop more swiftly and expect to yield the benefits of that. So as I say, it will be accretive. That will be a contribution to the return on invested capital from 2023. And we hope that from there onwards, it will also help to increase the dividend per share. In the meantime, we're saying at least EUR 0.29 dividend per share. If we now look at our overall investments, CapEx, well, here you can see the pattern we're expecting in the coming years, what we talked about earlier. Within 2020 to 2021, we're expecting a significant step-up in investment levels, EUR 140 million to EUR 160 million. And a great deal of that investment, of course, is increasing parcel capacity. Herna was telling us about the 2 additional depots and also a separate small parcel sorting center. But capacity in Parcels isn't only driven by machinery and buildings, but also by IT, which, of course, is a very different aspect of this increase in investment. Now it goes without saying that Mail in the Netherlands needs to cut costs. So for example, we could be investing in other things such as e-cargo bikes. That's another important aspect of our investments over time. Something added on the 1st of March is this clear flow of capital allocation. So in other words, what decisions do we make? And in what order when it comes to investments? Well, firstly, we look at the elbow room we created for additional investment, investment in our business, obviously, in order to reinforce our position in the market. And then, of course, to increase our capacity in Parcels, but also investments that are necessary in order to keep costs down. And of course, in the mail business, we always have constant investments that need doing, maintenance, if you like. And so we got the company growing, increase in revenues and increase in working capital. Second important aspect is accelerating our digital transformation. As I mentioned, that's roughly EUR 80 million to be invested in that. Next, a third item, we're going to be paying a dividend. And that will correspond to the underlying business performance, with a payout ratio between 70% and 90% of normalized comprehensive income. We'll always be looking around for specific M&A transactions, which could serve to improve our competitive edge on the market for the whole business or individual segments. We're having a very disciplined look at this, making sure we got a good strategic fit and a number of criteria for return. So what it doesn't mean is geographical expansion. Now as Herna said, we are focusing very much on being the favorite deliverer into and from the Benelux. And that's very much our acquisition strategy. And if we find we continue to have a lot of elbow room on the balance sheet, we can even talk about excess cash, where if that happens, then we would consider where there are other ways of increasing shareholder return, which might be undoing some of the dilution effect, which is due to our stock dividend, but we'll come and -- we'll cross that bridge when and if we come to it. Now the outlook for 2021, we talked about this in March. At the top, you can see EUR 245 million normalized EBIT in 2020; corrected for nonrecurring items, EUR 190 million. And from the EUR 190 million, we think we will be growing to EUR 205 million or EUR 225 million results. That will include EUR 30 million additional costs for Digital Next and an increase in the noncash expenses involved in pensions. When it comes to free cash flow, EUR 186 million in 2020. We think that will grow to EUR 200 million or EUR 230 million. And there, we are allowing for cash coming out, EUR 15 million or so for Digital Next. I think we have EUR 140 million to EUR 160 million increase in investments; changes in pension liabilities, roughly EUR 55 million. This is because the difference in pension expenses and actual pension cash contribution paid into the funds. That leads to normalized comprehensive income of roughly EUR 200 million, and that is what underpins dividend policy. So finally then, well, things are looking really good in the past year. We've seen ever faster transformation of PostNL, and we think we'll be able to continue that towards growth. 57% of revenue now comes from e-commerce. And the integration of Sandd was done and dusted more quickly than expected, and that's also led to better economies of scale than we expected. We worked very hard on improving the balance sheet, including divesting some noncore assets, parts of the company that were less of strategic importance. And of course, we worked on further integration of ESG objectives the way in which we run the company. So we start off 2021 with a very strong position and a clear strategic focus. And there, I think we will be able to continue to generate attractive returns for our shareholders. And that brings us to run the contribution off with a video. [Presentation]

Jan Nooitgedagt

executive
#9

Yes. Well, thank you very much, Herna and Pim. And before I give the floor to Thessa, I'd just like to stress that the Supervisory Board is really impressed with the Board of Management's achievements in the past year. And not just the Board of Management, but the Executive Committee and all PostNL staff all around the world. PostNL has been working flat out full capacity. We've been delivering post and parcels in a responsible manner while at the same time making sure that we give the total priority to the health and safety of our staff. That still is the case. We think it's a tremendous achievement which the Supervisory Board is very proud of. I'll now give the floor to Thessa Menssen, Chair of the Audit Commission, who will be speaking on behalf of the Audit Commission. And we're talking about the reappointment of Ernst & Young, EY. And nomination of KPMG as auditor will also be dealt with when we come onto that agenda item. Thessa, go ahead, please.

Thessa Menssen

executive
#10

Thank you, Jan. As the Chair indicated, upon introducing this meeting, Mrs. Overbeek-Goeseije has final responsibility for the PostNL audit. And Mr. Niewold is present online. He signed the statement for auditing the nonfinancial performance statements. Once again, the Audit Committee, the Supervisory Board and the Board of Management engaged in constructive consultations, both during official meetings and outside. We spoke at length repeatedly about the quality of the financial records and the underlying internal and external financial reporting. The same holds true for the findings that were observed based on the internal control framework, the findings of the internal audit department of PostNL and the findings of EY. Understandably, there was some special consideration for the impact of COVID-19 on PostNL's financial results as well as on the operational compliance impact of COVID-19. Other regularly recurring topics included the most important financial factors influencing the implementation of the strategic plan and the trend in PostNL's financial results, such as cost savings, regulatory, volume developments, pricing, cost and margin changes, competition, investments and economic and market developments. IT and cybersecurity were discussed regularly as well, as well as risk assessment of strategic operational, financial and compliance issues, including determining the risk appetite and identifying the key management measures. We also took note regularly on the development concerning specific accounting topics and regulation relating to financial reporting. And we regularly discussed follow up to actions following the areas of improvement flagged by the internal audit department and the external auditor for 2019 concerning internal control, including developments relating to automation as well as the findings during 2020. Understandably, in addition to COVID-19, quite a few time and attention was devoted to integrating Sandd. The strategy for Parcels to improve the balance between volume growth, profitability and cash conversion, the sale and leaseback transaction and improvement of working capital. In addition, equity, dividend and dividend policy, the agreement with the pension funds, pension liabilities, the sale of Nexive and other noncore operations, such as Cendris, as well as the tax review and tax planning were discussed. In addition, in the Audit Committee, quite a bit of time and attention was devoted to evaluation and appointment of the auditor, resulting in the proposal to reappoint EY as the auditor for 2021 and the proposal to appoint KPMG as the following auditor for 2022 and beyond. I'll say more about this at agenda item 8. At the Audit Committee meetings, integrity is a recurring topic. Possible fraud and reports from whistleblowers received consideration. Fortunately, in 2020, no material cases of fraud were observed. In addition, the Audit Committee and the Supervisory Board, together with the Board of Management, addressed the findings by EY. The Board of Management provided an open and transparent explanation and discussed any findings and possible measures with us in all respects. In addition, the Chairman -- or Chairperson of the Audit Committee spoke regularly, as did other Supervisory Board members outside the presence of the management, with EY and the Head of the Internal Audit division. The most important findings of EY appear in their auditor's opinion that's in our annual report from Page 239. The audit work of EY was conducted largely by remote due to COVID-19 discussion. Meetings often took place online, and COVID-19 protocol was drafted in conjunction with PostNL and EY for the year-end audit process, and that led to a clearly feasible structure. The Audit Committee once again believes that the Board of Manager (sic) [ Board of Management ] was realistic in its choices and actions. The Audit Committee appreciated the open and constructive attitude of the Board of Management members, and the findings by the auditor aligned with this. That was my summary. Back to the Chair.

Jan Nooitgedagt

executive
#11

Thank you very much. Thessa. And now I'll give the floor to our signing auditor, Mrs. Overbeek.

Hanneke Overbeek-Goeseije

attendee
#12

Thank you, Mr. Chairman. Good afternoon, ladies and gentlemen. I'm pleased to use this opportunity to elaborate on our duties relating to the audit of PostNL's annual report for 2020. I'm Hanneke Overbeek. And since 2017, I've been the EY partner with final responsibility for auditing PostNL. The content of the financial statements is the responsibility of the Board and the Supervisory Board, and they've already addressed this. My responsibility is auditing the financial statements, and I'll tell you about how we did this audit. And of course, I'm willing to answer any additional questions. As you'll have read in PostNL's annual report, as in previous years, we've issued 2 statements: One is an auditor's opinion for the financial report, which you'll find on Page 239 of the annual report; and a statement at the nonfinancial information included in the annual report, which you'll find on Page 247 and beyond. The -- I issued the audit statement. The audit for the nonfinancial performance statements, like last year, was issued by my fellow partner, Jan Niewold. Regarding both of them, I'll tell you about the approach and highlights of our audit, what were the special areas of attention, what were our main conclusions. And I'll wrap up with some conclusive remarks that may be relevant for you as shareholders. Of course, COVID-19 had an impact on our audit as well. First, in our risk assessment, we tried to assess the impact of the risks relating to COVID-19. We explicitly considered these and regularly discussed them with the organizational management and continue to monitor this over the course of the year. Because of COVID-19, we also had to conduct our work entirely at a distance. Alternative work was performed to make as possible. So we received documents electronically and reviewed them online and consultations and meetings were convened online and conducted online. First, we did an inventory of the most important developments and risks and determined materiality, which reflects the maximum possible deviation in the figures of PostNL without having to adapt the statement. And we will continue to adapt this as needed during the course of this year. And for 2020, we ultimately set the materiality at EUR 12 million. We calculated this based on normalized operating income. Specifically, this means that we adjusted operating income in 2 elements. One concerned the proceeds of the sale and leaseback transaction as well as the cost of the accelerated amortization of assets acquired upon the purchase of Sandd in 2019. And we extrapolated these items because we audited them integrally before identifying the materiality. Audit differences exceeding EUR 600,000 were reported to management and Supervisory Board. Based on this risk-driven approach and materiality, we determine which business units are in scope and which duties we will perform. The audit of the Dutch business units were conducted by our own Dutch team, and the audit for entities in other countries were conducted by our local EY colleagues. In the meantime, we've instructed our local colleagues about the duties to be performed. And we reviewed and discussed their duties so that we were truly able to take responsibilities for the duties they performed and for their audit of the consolidated financial statements. In addition, we involved various experts in our audit. These include experts in valuation, property, fiscal affairs and pensions. As for the most important risk areas that we identified in our audit, they're also known as key audit matters or the highlights for our audit. These appear on the slide. And we will discuss these in addition to various other matters, as mentioned by the Chair of the Audit Committee. We discuss them periodically with senior management and the Board of Management and Supervisory Board. And the key audit matters for 2020 were the sale and renting of the 5 important sorting centers to determine whether the transaction had been accounted for correctly, including the results reported by the firm. The second key audit matter concerned overlapping items relating to revenue. And three, the valuation of mail investments in the corporate financial statements. The purchase of Sandd as well as valuation of Nexive, including the related deferred tax asset and the statement from the sale of Postcon, were not included as key audit matters this year because they had been fully accounted for in the 2019 financial statements. Nor did we identify the impact of COVID-19 as a key audit matter throughout the year. As I indicated previously, We discussed the corresponding risks repeatedly with management and concluded that the related risks, such as valuation of debtors and other financial assets, ultimately, were of limited importance in accounting for PostNL. In our audit opinion, we described these highlights. And you can see what we acknowledged, as well as a selection of our -- the main audit matters that we performed for this as well as our most important observations. I'll be zeroing in on one element, and I'll review that with you. That's the sale and rental of 5 sorting centers, which we also call the sale and leaseback transaction in the statement. During the year, PostNL sold 5 of its sorting centers and leased back part of them. And we thereby determine that the transaction was correctly accounted for in the financial statements. It's important to note that this is a sale of sorting centers. And it's also important to note the amount that the sorting centers appear on the balance sheet again. This matters because the difference is the result that is accounted for in the P&L statement. And to determine the amounts that the sorting centers return on the balance sheet for, it's important to determine that the sale price as well as rent needs to correspond with market rates. And with some help from our property specialists, we were able to audit this and determine that the firm correctly determined the earnings and account for them in the profit and loss statement. Additional details about the key audit matters will appear in our audit statement on Pages 243 to 245 of the annual report. In addition to the audit of the financial statements, we checked whether the nonfinancial statements and other sustainability information as listed in the annual report complies with the internationally applicable guidelines. This means that we've determined that the nonfinancial statements convey an accurate impression of the reliability and consistent calculation of the policy activities, events and performance concerning sustainability. And we determined the reliability and consistent calculation of several material performance indicators. These would include CO2 emissions as well as newly reported performance indicators by PostNL. And we also noted that these indicators were explained in sufficient detail. Finally, we evaluated the other aspects of the annual report, such as the business report, the remuneration report, the governance section and the other data. Now on to the main conclusions. You'll have read that we have provided an unqualified opinion for both the financial statements and the nonfinancial information statements. This means that based on the work we performed, we concluded that the items were correctly listed and explained in the financial statements, and there are no material audit divisions that still need to be entered. It's inherent that estimates take place in drafting financial statements, and the estimates made in drafting the financial statements were balanced and consistent, and we do not differ in views with respect to the management. As for material aspects of the sustainability information in the nonfinancial statements, we conclude that this information is accurately depicted. In addition, we assessed the information in the annual report and determined that there were no material inaccuracies. Finally, I'd like to make a few concluding remarks. Our relationship with management is open and critical. And in our remarks and recommendations, we discuss and, as needed, management follows up on them. We also have an open and transparent relationship with the Audit Committee and with the Supervisory Board. We frequently report our findings both in writing and orally. I'd also like to tell you that we regularly communicate directly with the Chairpeople at the Audit Committee and the Supervisory Board. And once again, we thank you for your confidence in us. And I'll hand you back to the Chair.

Jan Nooitgedagt

executive
#13

Thank you, Ms. Overbeek. Thank you for all that information. Now it's time to deal with some questions.

Jan Nooitgedagt

executive
#14

First of all, we'll deal with questions submitted by e-mail in advance. And we'll look at questions dealing with agenda item 2b. First, we have a question from [ Mr. Van Genov ]. Pim?

P. Berendsen

executive
#15

Yes. Thank you very much, Jan. Would it be possible to talk about investor workshops if COVID lockdowns will be abandoned? And will it be possible for investment relations management to go on investor roadshows in the future? Well, it's very important for us to remain in touch with our financial stakeholders, both in -- the existing shareholders and also other potential investors. We've continued doing that mostly online, where Herna and I have done that. And also, our Investor Relations team have been having talks with our main shareholders throughout the year. We've also had an online equity conference with major banks, Goldman Sachs, ING, Bank of America, ABN AMRO. So we take every -- we avail ourselves of every opportunity to remain in touch with our main stakeholders. And we're continuing to work in that way. And as soon as we're able to start traveling again, we will do it physically if our shareholders wish us to do so.

Jan Nooitgedagt

executive
#16

Thank you very much, Pim. Second question for Herna from [ Mr. Brookman. ]

Herna Verhagen

executive
#17

This concerns the financial results in 2018. With profit warning, we said that the ACM measures impacted PostNL to the tune of EUR 50 million to EUR 70 million a year. And we also won a court case about significant market power. The question is, do you intend to file suits regarding the damages suffered? And if so, when? As we indicated previously, this is a complex matter and requires careful consideration. We're conducting very careful research on this. We have 5 years to submit such a claim. And when we have news, we'll let you know, as we do with all important messages that we convey.

Jan Nooitgedagt

executive
#18

We've got 3 more questions from the VBDO. Also for you, Herna.

Herna Verhagen

executive
#19

Yes. Question 1 of the VBDO. VBDO would like to congratulate PostNL on publishing its first green bond report in addition to climate mitigation. PostNL is reviewing the physical consequences of climate change. VBDO expects the physical consequences of climate change as identified to impact various groups of customers and chain partners. The VBDO expects that the physical consequences of the climate change, as identified by PostNL, the different groups of employees, customers and chain partners will be affected differently. In 2020, we conducted a lot of conversations with customers and chain partners, largely digital. The stakeholder dialogue that we conduct every year was not held because of COVID in 2020. Of course, at these events, we discuss our ambitions for 2025 and 2030. And our customers and chain partners value them greatly because we're often in their Scope 3. So in 2021, this year, we will certainly conduct the stakeholder dialogue again. We hope to do it in person. If that's not possible, we'll do it online. Climate and climate adaptation will be included among the topics we discuss there. In the annual report of 2021, we'll certainly tell you about which groups we spoke with. Depending on the materiality of the findings, we may include climate adaptation there as well. The second question from VBDO concerns awareness about human rights. And we convened a round table discussion to discuss PostNL's approach. The VBDO encourages such evaluation methods to gain insight into risks to human rights and is interested in the outcome which will enable a constructive dialogue. Can PostNL commit to reporting more clearly next year about the identified risks, approach and improvement procedures? And will there be a stakeholder dialogue in 2021? I've already answered that a bit about stakeholder dialogue. Yes, there will be one. And yes, human rights will figure in that dialogue. In 2020, we devoted a lot of attention to human rights at PostNL. We scrutinized our own policy by conducting an investigation as to what our customers and peers are doing in this respect. And we considered our different business units and arranged risk workshops to see which risks we envisage in PostNL and what their impact could be. In a dialogue session, we then reviewed the outcomes with several suppliers and asked, whether they think anything is missing and also identified which human rights themes are near and dear to our suppliers. These are important because this is the input for a stakeholder dialogue in 2021. And in the annual report, we'll certainly tell you more about this, just as we'll tell you more about the other outcomes of that stakeholder dialogue. The third question from VBDO relates to diversity. VBDO sees PostNL as a leader in diversity in the Netherlands and would like to compliment PostNL on the increase in its Diversity Index by 15%, from 64% to 79%. VBDO sees a Diversity Index -- clear resources to gain immediate insight into progression and diversity. VBDO would like additional insight into this innovative index in the 2021 annual report. Could PostNL briefly elaborate on the most important measures or developments that led to an -- a rise in this Diversity Index? Okay. First of all, thank you for the compliment. And the Diversity Index is very special. We devised it and it has added a lot of value for us as well. Of course, in the 2021 annual report, we can disclose the measures that we took to perform still better in diversity, and we'll provide insight into that as well. In fact, at PostNL, we like to share our knowledge in such an innovative index, but we also do this, participating in dialogue sessions with parties such as talent to the top and diversity in corporate industry.

Jan Nooitgedagt

executive
#20

Thank you very much, Herna. Now we've got 2 more questions for you, Ewout, from Mr. Van den Bos.

Ewout de Wit

executive
#21

Yes, thank you. First question of Mr. Van de Bos. Do you think that IEX does enough to prevent insulting remarks regarding members of the Board of Management? And this website does not respect privacy. And how does PostNL plan to deal with this? Well, the answer here is that we do not make judgments on the way which online platforms behave. Regarding opinions expressed on their sites, it's very difficult to deal with them anyway. There's a number of -- large number of shareholders here, and then people can look at the webcast after the meeting anyway. And the shareholders who wish to know exactly who asks which question, they're entitled to know that. And of course, finally, we are legally obliged to put the minutes on our website. The second question, Mr. Van den Bos. Have Herna Verhagen and Pim Berendsen sold any PostNL shares this year? The answer is no. Neither have sold any shares. And of course, if we had, we would have reported it in the normal way. Herna?

Jan Nooitgedagt

executive
#22

Thank you. 7 questions sent from Ms. [ Reedfelt from the FNV. ] Herna.

Herna Verhagen

executive
#23

The first question -- and the first question she asks. In the context of the new route for post, the intention is to have more mail deliverers deliver mail with an electric bike. It's basically a good development. You say that this contributes to reducing emissions, but much of mail is already delivered on foot or by bicycle. So how would that work? In the new route of post, in Phase 2, the number of depots, and consequently, the area covered by the depot will expand. That means that our delivery routes will become longer. Ordinarily, part would be done by car, but we're going to use the e-bikes for that now. And that will also help us reduce emissions and get us closer to that emission-free last mile. The second question is about the new route post and its consequences for mail carriers. Do you think it's important for PostNL to arrange these things for mail carriers via social plan? Yes. PostNL, we have a social policy and support our employees. We're trying to create a healthy and safe work environment. And In changing times, of course, if this might affect jobs, we'll try to guide these employees to other jobs within PostNL. And if that's not possible, we'll try to guide them to jobs outside PostNL. And we'll continue doing this for our mail carriers through this Stage 2. The negotiations for the social plan of employees that work via the collective labor agreement at PostNL are in progress. Can we assume that PostNL will accommodate the consequences of any reorganizations? Yes, we'll accommodate them properly as we did in the past. And the social plan applied for 5 years. As long as there is no new social plan, we'll revert to the social plan that we already had. Question 4. Like us, you might think it's desirable that long-standing, loyal employees that helped make PostNL what it is are treated properly. And that in the event of redundancy, they receive proper appreciation. We aim to treat everybody who works for us properly by giving him or her as much as possible job and income security. This also means providing good primary and fringe benefits. And in the event of changes, we tried to inform people in time so that we can guide these people to other work within PostNL or outside. This holds true for all employees at PostNL and certainly holds true for the employees who have worked at PostNL for a long time. Fortunately, we see that, thanks to the growth of e-commerce and within our Parcels business, several vacancies have emerged, and we're trying to help many employees transition within PostNL to a new job that is best for them. Question 5. In the annual report, you write, "Our people received EUR 250 bonus for their dedication during the corona crisis." That is not the case for temp employees. At first, you didn't want to give temp employees any bonus at all. But after they campaigned, you did give them a bonus. The people eligible for the PostNL collective agreement received the EUR 250 bonus in 2020. Other than that, their result-dependent payment increased by 1% as a consequence of the good results. We indicated immediately that we would be giving amount to all other people who work for PostNL, and that helped for temp employees. It also held true for the parcel drivers working for our delivery partners. And we did that in 2020 as well for these target groups, both for our delivery partners and for the parcel drivers. And for the social, sheltered workshops and the temp employees, we allocated fundings so that they would receive part of the profits that we made in 2020. And as Pim indicated in his presentation, that amount equaled approximately EUR 15 million. Now question 6. Some temp employees have been working at PostNL for 10 years, and they received lower wages and less security during that period. Please note that, out of the total PostNL population, 1% to 2% of our people are temp employees. Second, these temp employees are subject to the standard temp remuneration, which is equivalent to the PostNL collective labor agreement, and they're remunerated accordingly. And people want to be eligible for work at PostNL, all our jobs are open to them, also for temp employees. And we'll guide them to work within PostNL as well. The final question. 53,000 people work for PostNL. Most of them are below living wage of 14 years. Why don't we read what PostNL will be doing in the annual report to start paying these people wages of EUR 14? PostNL employs about 40,000 people, and about 10,000 are employed by other parties. We aim to provide a maximum job and income security with good primary and fringe benefits. We agree this in collective labor agreements, such as the PostNL collective labor agreement, the one for Saturday deliverers, for mail carriers and also for people in the [ BGV ] collective labor agreement, and all other collective labor agreements, which are agreed with regular trade unions, including the FNV. As for minimum, well, that's up to the government. And based on the election programs, we expect that most parties will support an increase in minimum wage. We'll keep track of those developments. We're part of VNO-NCW, and we'll disclose our opinions via VNO-NCW, which is an employer's organization.

Jan Nooitgedagt

executive
#24

We've got 3 questions from the VEB Shareholders Association. 2 for you, Herna, and 1 for Pim.

Herna Verhagen

executive
#25

The first question is the outgoing State Secretary, Mona Keijzer, published a new and more extensive resolution on April, granting a permit for the acquisition Sandd from 2 years ago retroactively. The decision indicated that prior to the acquisition in 2019, that Sandd was on the verge of bankruptcy. Can PostNL explain why the acquisition amount of EUR 130 million was paid for a firm that was on the verge of bankruptcy? Well, this would have impacted PostNL as well as the nation. And it wouldn't have gone off without a hitch as we managed to achieve the integration in this case. To achieve the transition of postal volumes, customers and employees, as flexibly as possible to PostNL, we had 9 years to prepare. In the event of a bankruptcy, the transition of volumes might not have been controlled and customers might face a sudden delivery problem of their mail by Sandd on a market with an irreversible substitution of postal services by electronic communication means, that bankruptcy of Sandd might have accelerated this and might have lead to a higher volume decline. Managed integration of the 2 large postal networks, and that has always been the only solution to avert much of the volume being lost immediately. This holds true for those who send and receive post and was very important to us as well. And this enabled us to achieve a smooth transition for the employees at Sandd. Now over to Pim about the [ synergy ].

P. Berendsen

executive
#26

Yes. Just to follow on from the first part of that reply. Well, I think that, in this background, you've got to bear in mind that the Sandd takeover wasn't a normal kind of transaction, where you look at the intrinsic value of the company itself. No, this transaction was very much against the background of economies of scale that we could achieve by integrating the networks, so that past -- the postal service would remain affordable and reliable across the whole country. And so the purchase price needs to be seen also against this question of synergies. And as I said earlier at today's meeting, in 2020, we had a very successful integration leading to EUR 80 million gross economies of scale. And against that background, I think we can really see that the integration of Sandd and the synergy effects arising from it have been very, very positive in their contribution to the development of PostNL. And this is an important point of departure when looking at the future performance of PostNL.

Herna Verhagen

executive
#27

The second question asked concerns Amazon. Amazon is not among PostNL's 10 largest customers. In what measure should shareholders worry that parties -- that our customers will lose market share to Amazon? PostNL is one of the delivery partners of Amazon. So in the near future, we don't envisage dramatic changes as a result of the emergence of Amazon. If we consider the emergence of Amazon in other countries, it generally accelerates e-commerce growth. The development over the long term is something that we're watching very carefully, and we're making sure that we're fit for that future, for example, by investing in capacity as well as investing in accelerating digital transformation.

Jan Nooitgedagt

executive
#28

And Pim, a question for you from the VEB Association of Shareholders regarding the financial targets of 2024.

P. Berendsen

executive
#29

Yes. Here, the question is how we can make the mail company profitable and stable despite the downturn in volumes. Well, we're following -- we're managing the postal segment for value. And this is both a question of moderate pricing policy and the Sandd merger, which has led to economies of scale I was talking about just a moment ago. And in combination with the reduction in costs, which is going to be stepping up, that should lead to the results of Mail in the Netherlands remaining positive. Let's bear in mind that in 2020 to 2021, we're no longer talking about integration expenses that we did have in 2020, roughly to the tune of EUR 30 million. There again, that gives you an increase in the contribution of Sandd integration. And the rest of the volume downturn could be offset by moderate increases in price and cutting costs. If we look further back into the past, of course, you could see the impact of the market on Mail in the Netherlands, it can't be ignored, EUR 50 million to EUR 70 million, I would say. And that, of course, is a very important impact on the historical trend in results. And that can't simply be offset by additional cost-cutting. So we remain convinced that in the period up to 2024, the result of Mail in the Netherlands will remain pretty steady.

Jan Nooitgedagt

executive
#30

And finally, we have a question from Mr. Stevense from the Foundation for the Legal Protection of Investors (sic) [ Foundation for Legal Protection for Investors]. And this is for you, Herna.

Herna Verhagen

executive
#31

Yes. This is a question from Mr. Stevense, is that you have problems with independent parcel deliverers -- excuse me, postal deliverers. And there was a writ of summons because the dispute reached such a controversial point. This was received last week, and we can't say anything about a dispute with 1 parcel deliverer. But we do see that our entrepreneurs are benefiting from growth. If we look at the annual revenue, we see that in 2020, most entrepreneurs experienced increases of 15% to 20% in their revenue. And we also see that satisfaction among our delivery partners and entrepreneurs is up significantly during the peak period. The entrepreneurs received quite a few additional routes. And the fixed routes that entrepreneurs are now doing has continued to grow in 2020 as well. As for the individual case, we won't be commenting on the individual case of that one parcel deliverer.

Jan Nooitgedagt

executive
#32

Thank you, Herna, Pim and Ewout. Now we'll move on to look at questions that have been submitted on the chat function. And this is all very much in the light of events in 2020. I can see 3 questions from Mr. Stevense. All 3 of them are for Herna, dealing with savings in hand. Sorting, [ cross-dock ] and the new machinery. And the third question deals with trends in Parcel Post. And also the South Basel location, which has been arranged for 2 years. Is that going to remain operating in the light of all the new sorting centers coming into being? Herna, can I invite you to answer these questions?

Herna Verhagen

executive
#33

Let's start with question one. That concerns manual sorting. Our policy with our customers is that we try to work with them to devise packaging that's smaller, doesn't contain as much air and is therefore more suitable for machine processing, and technically superior as well. We expect that the majority of our parcels will be sorted either via the parcel sorting center or a normal sorting belt. There's a small number of volumes where that can't be done. Those are parcels with special sizing, and several of them are at Extra@Home. That's a network for large or heavy products. And a small share in our Parcels network. The second question from Mr. Stevense concerns in what measure the policy on the location of sorting centers has changed now that Parcels have grown more than expected? We haven't changed our policy on locations. If you look at what we presented at the Capital Markets Day in May 2019, you'll also see that we're still following that schedule of expansion. In the autumn, we hope to open the small parcel sorting centers. About 40% of our volumes is suited for small parcel sorting centers. We don't expect 40% to go there, but it's suitable to process at those centers. So that will yield savings because the small parcel sorting centers ensure that we don't need expansion as quickly as possible -- that quickly in our normal sorting center. So that reduces CapEx and improves efficiency. So our location policy has not changed. We'll keep opening because as we explained when we were describing 2020 and 2021, we want to be able to add capacity to join that huge growth that we envisage in e-commerce. Another question that Mr. Stevense asked concerned the former cross-dock in [ Nieuwegein ] which closed and -- but has new machines for sorting small parcels. What's the story about that? And when will this center be fully up and running? We're testing. And the new center has been equipped, and we expect that in the fall, we'll be able to start using the center and then we'll be able to sort some of our small parcels there as well. In the autumn, I hope that we'll be done with COVID and that, through videos and examples, we'll be able to show shareholders, analysts and other interested parties what the small parcel sorting center does because a completely robotized sorting center is very special, and this will be the first such fully robotized sorting center in Europe.

Jan Nooitgedagt

executive
#34

Okay. And I have some more questions for you, Herna. One from the VEB Association of Shareholders. As the mail market shrinks, it seems likely that the improved -- the benefits of integration of Sandd will soon be canceled out within a few years' time. We could find ourselves back in the situation we were in, in 2019. Now should you not be looking at a long-term solution for the Mail in the Netherlands activities?

Herna Verhagen

executive
#35

I think one of our important strategic objectives is to secure a reliable and accessible postal network throughout the Netherlands. That means that we'll keep investing in that postal network. We indicated how we expect that reliable, sustainable value for the future can be guaranteed, thanks to the moderate pricing policy that we'll carry forward and because we'll continue to cut costs. So that's how we'll be answering the strategic challenges in a market that's shrinking and is likely to continue shrinking in the years ahead. Now another question concerns a judgment reversed by the Rotterdam court last year of the Ministry -- and the Ministry appealed. And if that appeal is upheld, will -- does the PostNL expect the merger to be reversed? The Ministry of Economic Affairs appealed to the CPP. PostNL did so as well. In the end, in the autumn, we expect them to issue a decision on this appeal, which is disentangling both networks, which we do not view to be possible. They've been integrated for over a year now since last week -- year February. And the Sandd network has been entirely dismantled by now. Next, the question that, in the decision, it stated that the conditions have become more rigid for obtaining a permit, for example, access by third parties to the PostNL network. To what extent Will this help stabilize the profitability of PostNL operations in the years ahead? The decision was published last Friday evening. We have now read it and we're still busy analyzing it. We do not expect it to impact the business case that we presented to the market. And we believe that the results as presented by Pim in our presentation concerning 2020 to 2021 will be discussed now.

P. Berendsen

executive
#36

Yes. A question from the VEB about computerization and the impact That will have on the Parcels segment. And basically, the question is asking whether this will lead to long-term increased profits or whether we could -- we find some way of returning that benefit to the customers because of market share. Well, I think the first thing to say is that half of this EUR 80 million to EUR 100 million improvement in the result moving towards 2024 arises from computerization. But it's not only the Parcels segment, no. Computerization also helps Mail in the Netherlands, helps us to cut costs. And then a more substantive aspect of your question. There's a lot of initiatives currently underway which will lead, for example, to a change in which way volumes can be delivered or transparency of volumes in the supply chain. And here, once this yields efficiency advantages, we think we will be able to pass some of the benefits on to our customers. So we are taking account of the idea of passing on some of the advantages of efficiency to our customers. And this is, of course, done with an eye to maintaining our competitive edge in the markets to at least hold steady or possibly improve our competitiveness. So yes, we think that there is a long-term increase here. And we don't think that it will lead to cutting tariffs for our customers.

Jan Nooitgedagt

executive
#37

Now we've got a question from [ Mr. Man ]. This one, I think, is for Pim. What will PostNL be doing to prevent shareholder -- share dilution as much as possible so the shares remain valuable to individual shareholders?

P. Berendsen

executive
#38

Well, at the AGM last year, we talked about adapting our dividend policy. And here, something that was already part of our dividend policy, was the share -- the choice being left to the shareholder. Each shareholder can decide whether they want to receive the dividend in cash or in shares. That remains the policy. And while I was showing the capital allocation slide, I was telling you that, as time goes by, if we notice in longer term that we've got a really good, sound balance sheet, then we can consider at that point perhaps reducing the level of share dilution. But that's very much if. And if such a circumstance occurs, then of course, we will adapt our dividend policy accordingly.

Jan Nooitgedagt

executive
#39

Thank you, Pim. Now there are no further questions on this item. I therefore conclude that this agenda item has now been fully dealt with.

Jan Nooitgedagt

executive
#40

We now move on to the annual report of 2020, the financial year. The financial statements will be done without agenda item 4. But you can now deal with any questions regarding the reports of the Board of Management and the Supervisory Board, when we're talking about the remuneration policy as a separate agenda item. Now we've dealt with all the questions submitted on this in advance already. We'll now move on to any questions put in via the chat facility. I note there are no further questions, which means that, that agenda item has now been fully dealt with. Now we come on then to agenda item 3, remuneration, discussing the remuneration report agenda item 3a. From 2020 onwards, the remuneration report is put forward to you for a nonbinding vote every year. And the remuneration report in 2020 can be found in the annual report paragraph of -- Chapter 15. I'll now give the floor to Ad Melkert, who's Chairman of the Remuneration Commission, who will run you through the report and will also deal with any questions in the course of this presentation. Ad, I'll give you the floor.

A. P. Melkert

executive
#41

Thank you very much, Jan. So as indicated, the remuneration report will be put forward to you for an advisory vote. Before we proceed with the vote, I'd just like to draw your attention to something. Both the remuneration of the Board of Management in 2020 and the remuneration of the Supervisory Board in 2020 are in line with the policy on this subject. Just needed a cough break there. Don't worry. Now against this background, it's worth reminding you that, at the last Annual General Meeting of Shareholders, you approved the new remuneration policy for the Board of Management, by 98.9%. And the new policy of remuneration for the Supervisory Board was approved by you, the majority of 95.25%. In addition, last year, 99.29% of you gave a positive advisory vote on the remuneration report for 2019. In the light of this, we've got together with stakeholder representatives and asked them for input regarding the remuneration report of 2020. This is that, in particular, to a clearer description of the connection between company performance and the remuneration outcomes. 2020 was an astonishing year, and for PostNL as much as anyone else. While PostNL was adjusting to the impact of COVID-19, we continued with our growth-based strategy, producing value and adapting our portfolio. In 2020, PostNL sold Nexive, Spotta, Adeptiv and Cendris and also a minority holding in the CB Healthcare. In addition, PostNL entered into 3 collective bargaining agreements with trade unions and arranged a sale and leaseback agreements for 5 locations in the Netherlands. And we entered into agreements with our PostNL pension fund regarding the last payments to be made for the transition settlement. So as I said, 2020 was an astonishing year, unparalleled situation. And this was a good opportunity for us to look carefully at the impact of COVID-19 on the remuneration elements of the Board of Management. From a multi-stakeholder perspective here, we looked at the impact of such stakeholders as staff, customers, consumers, shareholders, partners, the government and society as a whole. But we weighed it up against the expected remuneration for the Board of Management. This analysis did not lead to an adaptation of the variable component for the Board of Management. Secondly, I tell you that there was outperformance on a number of targets, and this has not led to payment ratios higher than target level. This is because, in the short and long term, variable components do not allow for any stretch. You will find the 2020 remuneration report on Page 102 and -- to 109 of the annual report. On Page 105, you can see that the total remuneration for 2020 is slightly higher than it was in 2019. This is particularly because of increased achievement of the short-term targets in 2020 that was achieved in 2019.

A. P. Melkert

executive
#42

Now the VEB Association of Shareholders asked one question on this topic in advance as follows. The CFO scores well regarding the short-term incentive. This is the criteria in employee engagement which is related to the strategic target of attracting and keeping motivated staff. How can PostNL say that there was good scores achieved on the staff satisfaction survey while we had a very high level of staff turnover in 2020, 30%? Well, the answer to that is as follows. Firstly, I'd just like to clarify that achieving the targeting question, employee engagement, applies to both the CEO and the CFO. The employee engagement achievement regards what the staff themselves say. And in 2020, this has scored 83.6%, which is a long way up from 2019 when it was 76%. The total turnover in staff has been going down for many years now. It was 38% in 2015 and 30% in 2020. And because -- this is both voluntary and involuntary departures. Voluntary departures have been still holding steady for many, many years now, around about 17%. The downturn in the staff turnover is therefore entirely due to a reduction in nonvoluntary departure, which of course is very positive. And when I actually say nonvoluntary, I'm talking about nonrenewing fixed-term contracts, retirements or redundancy. PostNL looks far into the future and is expecting a continuous downturn in volumes for Mail in the Netherlands and is making it easier for people to shift to attractive jobs elsewhere in the company, such as in Parcels. This gives members of staff hope for the future, and they're much valued.

Jan Nooitgedagt

executive
#43

Well, thank you very much, Ad. Now we will move on to questions submitted in the chat facility. I'm just looking. We got a new question from the VEB on agenda item 3. The CFO -- new growth initiatives. The CEO is doing very well when it comes to the target growth initiatives. Can PostNL tell us which growth initiatives have been judged to be positive? The second question is a table on Page 105 in the annual report, where you've got a threshold value criteria of cash generation. There's a threshold of minus EUR 296 million. Could PostNL explain why the threshold value is so low? Well, then the question is who's going to deal with those 2 questions? Are you still there, Ad? Could you answer these questions? [ The interpreter can't hear. ] Could you unmute yourself, please, Mr. Chairman?

A. P. Melkert

executive
#44

Someone have muted my microphone. Well, the second question perhaps is better answered by Pim. The first question, well, this is a large number of initiatives launched in the course of 2020. We discussed at considerable length in the Remuneration Committee. And if you want further details, we'll certainly provide them after today's meeting.

Jan Nooitgedagt

executive
#45

Thank you very much. Pim.

P. Berendsen

executive
#46

I can't remember what was on Page 105 of the report. But anyway, yes, Chairman, I can reply to that. Let's just come back in our minds to late 2019, early 2020. What we were expecting was negative cash flow in 2020. And why was that so out of step with reality? Well, because of a number of aspects. I told you about we had a better deal with the pension funds regarding the final pension payment, EUR 150 million achieved by the sale and leaseback transaction. And the increased result was also partly due to COVID-19 and also better management of working capital, which is why the free cash flow ended up being much higher than expected. But that's no coincidence. No. That's because of our well-targeted initiatives that I was talking about earlier. And together, of course, with increased rapidity in the economies of scale from the integration of Sandd. So at the beginning of the year, we were expecting a negative cash flow, perhaps you may remember also an increase in the leverage ratio from 2019 to 2020. And that item, of course, has also turned out very differently. In fact, we've got a significant downturn because the balance sheet is looking healthier.

Jan Nooitgedagt

executive
#47

There we are. Thank you very much, Pim. I can see no further questions, so I know that this agenda item has now been fully dealt with.

Jan Nooitgedagt

executive
#48

And I move on to the nonbinding vote on the remuneration report. We will ask you to vote regarding the remuneration report. And before we proceed to vote, I can tell you, in terms of the number of persons here, we can see that, together with all the shareholders taking part online, we've got 602 shareholders present at today's meeting, either in person or represented, and they can cast a vote of 221,599,909 votes. This means that 44.77% of all shares at issue is currently represented. The notary has received a number of voted proxy authorizations making more than 99% of all the capital involved. Now before I ask you to cast your vote, Ewout will quickly run you through the voting system.

Ewout de Wit

executive
#49

Yes. It's all rather different this year because we're totally online. So if people taking part online, you vote via the ABN AMRO system, and can cast your vote on all agenda items in a moment. You can change your vote until the voting is canceled at the end of the meeting. And if you change your vote, the last vote will count. And at the end of the meeting, as the Chairman said, the end of the meeting is when we will see all the voting results. Once voting has been closed at the end of the meeting, we will show you the voting results on the screen for each agenda item in turn. And that's on the basis of your votes cast in the course of this meeting or also proxy votes authorized in advance. I'll now give the floor back to the Chairman.

Jan Nooitgedagt

executive
#50

Thank you very much, Ewout. Well, you can now cast your vote on the remuneration report for 2020. This brings us on to agenda item 4, adoption of the financial statements. Now the adoption of the financial statements in 2020, well, you can find the financial statements from Page 128 and following of the annual report. The financial statements have been audited by Ernst & Young Accountants LLP, and you can find the auditor's statement on Page 239 and following. The VEB Association of Shareholders has asked 3 questions, and I'll give the floor to Pim to deal with them.

P. Berendsen

executive
#51

Thank you very much. The first question is the sale and leaseback transactions. And the question is, what is preventing PostNL producing a similar structure for other buildings still in our possession? Well here, I think there's a number of things to be built in mind. We've got sale and leaseback transactions if we are convinced that it's financially attractive, but also if we think it's in the interest of our company. And here, we draw a distinction. When it comes to Mail in The Netherlands, we know that we have long-term downward trend in volumes. When it comes to Parcels, growth is going as strong as ever. So we're going to need more locations rather than fewer. So as we see it, sale and leaseback is not an obvious solution. Many of these buildings are quite specialized and designed specifically for PostNL parcels. But also looking at the market dynamics, we don't think that further sale and leaseback is an obvious thing to do. Second question, Parcels again. And here, we're looking at recent years where investments were higher than the amortizations in accountancy terms. And we are expecting that to converge, are we? Or not? And are we expecting investments to remain higher? Well, in the coming years, as you saw in Slide 44, where I showed you the structure of our various investments and also showed you a breakdown over time, we will continue long-term investments in growing the Parcels segment. And investments will therefore be rather higher than amortization in that period. And we will continue investment in growing Parcels capacity. And that will lead to the strategic improvement between volume growth and margin trends and cash flow. So for the time being, I don't think that those 2 figures are already going to converge. Thirdly, question from the VEB again, financial objectives for this year. And the question then is, we had assumed that from the second quarter onwards, the lockdown's positive impact on PostNL would begin to scale down. Can you give us an idea of actual events so far in contrast with the predictions you made earlier? We'll reply, as I was telling you, with the outlook, we were assuming that the second quarter would see a gradual opening up of nonessential retail. And that from the third quarter, we wouldn't expect any further lockdowns to be in place. Now the lockdown itself is lasting rather longer than we expected from the 10th of February onwards, nonessential shops were allowed to open with a thing called click and collect. And on the 3rd of March, you could go shopping by appointment. However, the impacts on volumes have been very limited as a result of these 2 steps. So we are still handling rather higher volumes than previously expected. And above all, we've got to keep an eagle eye on what will happen when the lockdown on nonessential shops is lifted. We want to see what impact the reopening of shops has on us. So far, as I said, the steps taken have had a very limited impact. And we'll have to see what happens when the shops open their doors again.

Jan Nooitgedagt

executive
#52

Thank you very much, Pim. Now we can move on to answer any questions raised by the chat function. Okay, again, I can see 2 questions from the VEB. And I think Herna could answer these under [ redevelopments ] as well?

Herna Verhagen

executive
#53

Yes, [ I've got it ]. Yes, about -- yes, I can do that. Yes, the VEB is saying that we can see a return on invested capital in the annual report. And we'd like to see how this figure was reached. Well, I can explain that in the slide when we're talking about the balance sheet, which is slide number -- just one moment, I'll find the slide. Slide 14, is it? Just a moment, please. Yes. In Slide 14, we show how invested capital is calculated. It comes at 1,280,000,000. And then you see, simply, you divide the invested capital by that result and you come up with your current -- corrected for the net cash position and then we add equity into it. So it's a standard method of calculating return on invested capital. And we draw that up for all our quarterly results and annual results. Second question regarding the objectives of 2024, including profit, what happens if we find a significant downturn in 2022? Well, firstly, the guidance and foretelling the future, well, we're talking about our objective for 2024. It remains unchangeable to have the stablest, possible result from Mail in the Netherlands. And bearing in mind what we expect to happen with volumes and also cost cutting for the period throughout to 2024. We think that up to 2024, we will be able to do this. In the longer term, well, we don't really want to say anything about the longer term.

Jan Nooitgedagt

executive
#54

Thank you very much. And now I'm looking to see whether there are any other questions? If not, then I note that this -- the annual report and the financial statements have been fully discussed. And I would remind you that you can cast your vote on adopting the financial statements for 2020. We can now move on to agenda item 5, dividends, dividend policy. Now dividend policy -- well, in accordance with the Dutch Corporate Governance Code, these guidelines should be dealt with as a separate agenda item in today's meeting. And the dividend policy remains unchanged from last year when we told you about it. The main point of the dividend policy are as follows: a dividend is paid out if PostNL has reached finance within the framework agreed. The aim is to pay out a dividend, which is largely in line with the company performance and payout ratio of 70% to 90% of normalized total profits. And dividends could be in cash or shares as each shareholder wishes. An interim dividend of 1/3 of the dividend is paid the year beforehand. So we'll now move on to agenda item 5b, appropriation of profits. On the assumption that you have approved the financial statements for 2020, we can therefore say that the appropriation of profits will be a shareholder dividend of EUR 0.28 per normal share. This is in line with a payout ratio of 70% of normalized total result, which is EUR 197 million. In accordance with the dividend policy, the dividend can be received in cash or ordinary shares as each shareholder wishes. This proposal also includes nominating the Board of Management as the body authorized to decide to issue ordinary shares with the approval of the Supervisory Board as may be required in order to pay out any share dividends and also excluding the preemptive rights regarding this issue. The total number of shares, of course, will depend on the -- how many shareholders choose to receive their dividend in cash and in shares. The technical details on this can be read in the annotated agenda for today's meeting and the press release, which was published on the 1st and 9th of March last. The VEB has asked one question regarding this, so I'd be happy to give the floor to Pim once again.

P. Berendsen

executive
#55

The VEB here is asking whether VEB is thinking of abandoning a stock dividend and moving on totally to 100% cash dividend. Well, a similar question was raised earlier. Last year, we tightened up our dividend policy. And here, we still have the option of a stock dividend, and we have no plans to change that as things currently stand. By offering the choice, we make it free for each individual shareholders deciding whether they wish to receive their dividends in casual shares as they wish.

Jan Nooitgedagt

executive
#56

Thank you very much, Pim. We'll now move on to any online chat questions on this item. No? Okay. No further questions being raised. I therefore simply remind you that you can now cast your vote on the appropriation of profit. This then brings us onto agenda item 6, release from liability. Release from liability for members of the Board of Management. The General Meeting of Shareholders is invited to release the members of the Board of Management from liability for their management insofar as such management is apparent from the 2020 annual report and financial statements or from information provided at the General Meeting otherwise. We didn't receive any questions on this item in advance, so we can now move straight on to answering any questions in the chat. No questions in the chat. If there are no questions, I would simply remind you that you can cast your vote on this agenda item, which is release from liability of the members of the Board of Management. We now move on to agenda item 6b, which follows on from the previous item, the Annual General Meeting of Shareholders is also invited to release members of the Supervisory Board from liability for their supervision insofar as such supervision is apparent from the 2020 annual report and financial statements or from information provided to the General Meeting otherwise. No questions on this in advance. I'm going to see whether any questions [ have risen ] in the chat function. No? Okay. Well, if there are no further questions, I would simply remind you that you can cast your vote on the proposal to release from liability all the members of the Supervisory Board of PostNL. This brings us on to agenda item 7, composition of the Supervisory Board. A notification of 3 vacancies on the Supervisory Board in keeping with 1 of Article 23 in the Articles of Association, the Supervisory Board shall have at least 3 members. The Supervisory Board determines the number of members and the desired number is presently 7. In keeping with the scheduled rotation set by the Supervisory Board, Agnes Jongerius, Thessa Menssen and Eelco Blok will step down at the end of this Annual General Meeting of Shareholders. Thessa and Eelco are not available for reappointment. And Agnes, as we communicated on Friday, 16th April, has decided to waive reappointment. As a Supervisory Board, we -- I think it's very unfortunate that we have to say farewell to Thessa, Agnes and Eelco. We'll say more about this later on. At the same time, we're happy that Nienke Meijer and Koos Timmermans are available to be nominated for the Supervisory Board. As for the replacement of Agnes, a nomination will be presented to the shareholders and this will also be subject to reinforced recommendation right at the Central Works Council. Now, 7b. The opportunity for the General Meeting to recommend appointments on -- of a member of the Supervisory Board. The General Meeting of Shareholders may recommend individuals to the Supervisory Board to serve as Supervisory Board members in accordance with the following applicable profile sketch, which appears on the PostNL website. We are not aware that the General Meeting of Shareholders has used the authority to make recommendations and therefore, assume that the General Meeting has waived making such a recommendation. Onto the next agenda item, which is item 7c, which is the announcement of the Supervisory Board of the persons nominated for appointment and reappointment. Since the General Meeting of Shareholders has not made recommendations of others, the Supervisory Board wishes to nominate Nienke Meijer and Koos Timmermans for appointment to the Supervisory Board for a 4-year term, in keeping with the corporate governance code following the question by Mr. Stevense of the Foundation for Legal Protection for Investors. I'll explain our search for Supervisory Board members. We checked with an agency and also reviewed our own network, which yielded a list of candidates discussed in the nominations committee. And the suitable candidates were asked about their availability, and then a short list remained. And the nominations committee spoke with candidates and identified those that most align with PostNL and the composition of the Supervisory Board. Conversations were also held with all candidates for the Supervisory Board and with the Board that advises about possible candidates. The Supervisory Board then nominates candidates to the AGM, given the departure of Thessa Menssen and Eelco Blok, the candidates were sought for with a financial profile and with administrative experience and experience with digital transformations. As the Supervisory Board, we explicitly indicated that we aimed to nominate at least one woman as a new Supervisory Board member to the AGM. And that takes us to the next item on the agenda, 7d, the proposal to reappoint Agnes Jongerius as a member of the Supervisory Board. As previously determined and indicated and published on 16th April, Agnes Jongerius has chosen to waive reappointment and the proposal to reappoint Agnes Jongerius has been withdrawn. The VEB asked a question in advance about the late point of removing this from the agenda and what changed since the agenda for the AGM was published. To answer that, Agnes chose to waive reappointment in connection with her duties for the European Parliament. She wants to focus on her duties as a member of the European Parliament. We respect Agnes' decision and understand her choice. The Supervisory Board is grateful to Agnes for her tremendous dedication, involvement in PostNL over the past 8 years, and in which much has been achieved, thanks to her knowledge and experience about work and working conditions. She has contributed to developing the firm's policy in this field, and we wish her all the best for the future. And I noticed that a question was asked about that. The arguments in the press release to remove the reappointment of Agnes Jongerius from the agenda are not convincing. Can PostNL confirm that this does not relate to a difference of view in terms of strategy and possible cost-saving programs? In response, I can confirm that Agnes Jongerius decided this on her own and that we fully understand her decision to waive reappointment, although we do regret that she is leaving us. Next, could Mr. Blok explain why he is not available for reappointment? Reply. I'm not sure whether that's possible, but of course, it's a personal decision by Mr. Blok, Eelco Blok. Eelco, are you available to answer this one?

Eelco Blok

executive
#57

Yes, I am.

Jan Nooitgedagt

executive
#58

Thank you. Please go ahead.

Eelco Blok

executive
#59

This is because I have so many other activities that it was no longer compatible with serving my role for PostNL properly and doing my work properly. So I decided that I would not be eligible for reappointment to the PostNL Supervisory Board.

Jan Nooitgedagt

executive
#60

Thank you very much, Eelco. And of course, I'm very grateful for everything you've done for PostNL, and we'll get back and say more about that later on. If there are no further questions, no, then I would like to move on to agenda item 7e, the proposal to appoint Koos Timmermans as member of the Supervisory Board. The Supervisory Board is nominating Koos Timmermans as a member of the Supervisory Board. Koos is broadly based in the financial sector and has excellent administrative and regulatory comp skills and experiences. Expertise, background and experience will be a valuable addition to the Supervisory Board, and we're delighted that he's available to serve us. His curriculum vitae and the reasons for his nomination appeared in the explanatory notes to the agenda. Koos, could you briefly tell us about yourself? And would you please take onboard the question from Mr. Stevense from the Foundation of Legal Protection for Investors as to what investigation you've conducted about PostNL before you accepted your nomination and what you see is your added value to the PostNL Supervisory Board.

J. Timmermans

executive
#61

Yes, absolutely, Jan. Thank you very much. First of all, I'm Koos Timmermans and I worked at the ING Bank for 23 years, including 12 years on the Board, most recently as CFO until 2019. And now I'm on the FMO Board of Management, where I chair the Audit Committee, and I also work for [ Urban Renewal ] as Chair of the Supervisory Board. Now what am I looking for in PostNL? I thought long and hard about connections with offices I've served in recent years. The first important one, as with a bank, is that a postal service is a very essential service. So things would go awry if there was a malfunction. And I like being involved in useful endeavors. The second concerns the link with the overall economy, given trends and digitalization. What also intrigues me is that you have consumers, customers and suppliers delivering to consumers, they're also clients. So those reflect parallels with my recent years. Now what can I add to PostNL? First, and I hope that this won't happen again, but it's certainly interesting to experience a crisis at a major listed company because you learn what will work and what won't work, and you learn to anticipate. And I am familiar with financial markets and regulations. And I also hope to be a constructive team member of the Supervisory Board and to contribute. I just wanted to tell you that briefly.

Jan Nooitgedagt

executive
#62

Thank you very much, Koos. I do not see any additional questions. So we will -- if there are no additional questions via the chat either, I would like to ask you to cast your vote on the proposal to appoint Koos Timmermans as a member of the Supervisory Board. Next, 7f, the proposal to appoint Nienke Meijer as member of the Supervisory Board. Nienke has a broad background as a manager in public and private circles and has strong regulatory skills and experience, and is also experienced in digital transformation. Her experience and background and expertise are a valuable complement to the Supervisory Board, and we're delighted that she's available to serve us as well. You'll have had the opportunity to read her curriculum vitae and the explanations about her nomination in the explanatory notes to the agenda. Nienke, would you like to explain a bit about yourself as well, considering Mr. Stevense' question about what you investigated about PostNL before you accepted the nomination, and what you see is your added value to the Supervisory Board at PostNL.

Nienke Meijer

executive
#63

Certainly, Jan, I will. I'm very honored to be with you today. I launched my career with 20 years in VNU and Wegener publishers, both in management as a Board member responsible for the management team of regional papers for both the consumer market end-to-end sales and marketing and distribution. And during those years, I also worked extensively on digital transformation, especially internal processors and business development in the Netherlands and abroad. Then I transitioned to education. I served on the Executive Board of schools of higher education, 7 years as Chair. And I became closely acquainted with the Ministry of Education and with other ministries. I've done a lot in public-private partnerships and in political and social debate. And I also worked extensively with digital transformation, both in educational format and educational content and the curricula of these schools of higher education. And especially our future generation and our children will receive the digital skills to continue building society. In addition, I've been a regulator for 20 years, presently at LUMC, at Deloitte. I'm a Board member, and I'm also a member of the Advisory Board for scholarship and innovation and technology. And as such, I serve on the remuneration committee. I'm the Chairperson of the remuneration committee on Deloitte and at the LUMC. I'm on the safety committee and in this supervisory capacity. I'm closely involved in digitalization and new technologies. As for my own investigation, I had intensive conversations with all Supervisory Board members and members of the Board of Management. And also with -- I conducted technical research about the background of PostNL in previous annual reports. And I believe that in addition to my administrative experience, I can contribute commercial experience in business development concerning the culture and quality of the organization as well as reputational management. And in my capacity, I aim to contribute to a sustainable and fine future of PostNL. Over to you, Jan.

Jan Nooitgedagt

executive
#64

Wonderful. Well, that's quite a track record. Thank you. If there are no additional questions, I'll wait a few more minutes, then I would like to ask you to cast your vote on the proposal to appoint Nienke Meijer as member of the Supervisory Board. Okay. That takes me to 7g of the agenda, that's the announcement of vacancies on the Supervisory Board as per the close of the Annual General Meeting of Shareholders in 2022. As indicated, eventually, we'll be nominating a candidate to replace Agnes Jongerius and the Central Works Council will have a -- reinforced a variety of recommendations, so we'll be doing that in close consultation with the Central Works Council according to the schedule of rotation. As per the close of the General Meeting of Shareholders in 2022, I will be stepping down from the Supervisory Board. I am available for reappointment, and the Supervisory Board has agreed to that. Are there any questions about this topic? No? Then I would like to move on to the next item on the agenda, which is the appointment of the Auditor. As you would have seen in the agenda, we propose reappointing EY as Auditor for PostNL in 2021 and KPMG as Auditor for PostNL from 2022. For an explanation about this appointment, I'm pleased to hand you over to Thessa as Chair of the Audit Committee. Her explanation will include answers to questions asked in advance. Thessa, you have the floor.

Thessa Menssen

executive
#65

Thank you, Jan. Ladies and gentlemen, you will have noted that today we're proposing reappointing EY for 2021 as the company's Auditor. And from 2022, we would like to appoint KPMG as a new Auditor. I'll be happy to elaborate on that, and we'll also answer the questions asked in advance. The expiration of the contractual term with EY after 2021 and the required 5-year change of Mrs. Overbeek-Goeseije as the Auditor after 2021 was an important reason to evaluate the cooperation between PostNL and EY in recent years. It turned out that in substantive respects, the cooperation was smooth and that PostNL and EY are of one mind concerning the substantive work of EY. Although, sometimes PostNL and EY differed in how EY relies on [ ET ] in the audit and bases itself on an internal control-based audit approach, so we decided to explore the views of other Auditors in this respect, and it turned out that changes were taking place on the EY team. And after 2021, the change of an External Auditor in connection with the rules of rotations, which seemed like a natural moment to change. That led to the decision for 2021 to reappoint EY as the firm's Auditor and for subsequent years to launch a new selection procedure. The selection procedure for a new Auditor was conducted in the second half of 2020 under the ages of the Audit Committee. And the Audit Committee launched a tender procedure to find a new accountant -- a new Auditor, excuse me. Given the vast complexity and exposure of PostNL, the invitation was sent only to the big 4 offices by exception of EY. Important criteria for PostNL in the selection procedure included the composition of the team's involvement of an Auditor with a broad business and stakeholders' perspective, understanding of PostNL business and the extent to which the office relies on IT and internal control-based audit approach, the quality safeguards and the audit processing fees. In addition, knowledge and reputation in specific domains relevant, such as logistics and postal procedures, IT regulations and sustainability as well as a transition plan for 2022. After interviews with the Audit Committee by the Board of Management and by different departments of PostNL, the Audit Committee concluded that all proposals submitted met PostNL's criteria. Ultimately, we elected to nominate KPMG. KPMG, in our view, best met the criteria just mentioned. We attribute to them a good personal fit with the PostNL team and are impressed by KPMG as a team of advancing relevant experts with an appealing IT and internal control-based audit approach based on the questions that we were asked. And what we mean specifically is that KPMG will be able to use and align with the agile development in the IT and business organization PostNL. And thus, will align with the digital next targets that you've heard about today. Aside from that, KPMG was the most strongly positioned in terms of e-tooling, using them not merely as a tool for their audit, but as a core element in their approach to audits. And more than other parties, they focused on extensive digitalization of an audit and aligned with PostNL's related views. So based on that, the Audit Committee recommended KPMG as the preferred candidate and that recommendation was followed by the Supervisory Board. Now back to the Chairman.

Jan Nooitgedagt

executive
#66

Thank you, Thessa. Well, let us now proceed. One agenda item at a time. Firstly, the renomination of Ernst & Young Accountants as Auditor for 2021. Here, firstly, I'd just like to ask whether there are any questions on this? Having heard from Thessa just now, any questions in the chat? No? No questions? Then -- I request to you then to cast your vote on the proposal to reappoint Ernst & Young Accountants as Auditor for the company for the year 2021. This brings us to agenda item 8b, proposal to appoint KPMG Accountants NV as Auditor for the company in the years 2022, '23 and '24. And having heard from Thessa, are there any questions regarding this item in the chat? No? In that case, I would ask you please to cast your vote. The proposal once again is to appoint KPMG Accountants as Auditor of the company for the years 2022, '23 and '24. Now we're on item 9, designation of the Board of Management as authorized body to issue ordinary shares. This year, once again, we are proposing the authorization of the Board of Management as authorized body to issue ordinary shares for a period of 18 months from the date of today, that is say, up to the 20th of October 2020. The previous authorization, which lasted until April this year, therefore, is canceled. And this is an annual question. And as in previous years, the authorization will be limited to a maximum of 10% of the issued capital at the time of issue. There are no questions in advance on this item. Just looking to see if there are any questions in the chat. No? If there are no questions, I would simply remind you to cast your vote on this proposal. We can now move on to agenda item 9b, designation of the Board of Management as authorized body to limit or exclude the preemptive right upon the issue of ordinary shares. This, of course, is connected to the item you -- we were discussing a moment ago. This is a period of 18 months to run from today, that is say until the 20th of October 2020 -- beg your pardon, 20th of October 2022. This, therefore, cancels the current authorization, which lasts until 14th of October 2021. This is an annual question. And once again, the maximum 10% of issued capital at the time of issue. Here, again, no questions were put in advance. Looking to see whether there are any questions in the chat. No? If there are no questions, then I would simply remind you to cast your vote on this agenda item. With less than 50% of the shares are represented, we have to have a 2/3 majority to carry this decision. Now we move on to agenda item 9c, authorization of the Board of Management to have the company acquire its own shares. In order to be able to purchase owner shares, the authorization has to be given to the Board of Management by the Annual General Meeting of Shareholders. This will be for an 18-month period from the date of this meeting. The authorization should be limited to a maximum of 10% for an 18-month period from today's date, let us say, until the 20th of October 2022. This cancels the earlier authorization, which runs the 14th of October 2021. The authorization regards 10% of issued share capital, whereby the number of ordinary shares held by the company in its own capital should at all times be limited to a maximum of 10% of the issued share capital at the time of the authorization, which is today. The acquisition [ may be -- figured at a ] share price of at least EUR 0.01 and a maximum of a share price equal to the quoted ordinary share price plus 10%. The quoted share price is defined as the average of the closing prices of PostNL share according to the official price list of NYSE Euronext Amsterdam for a period of 5 trading days prior to the date of purchase. No questions on this have been submitted in advance. Looking at to see if there are any questions in the chat. No? Then I simply remind you to cast your vote on this agenda item. Well, this brings us to the end of today's meeting. Ewout has sent me 1 further question, and by way of an exception, a question coming in on item 2. Herna, I think this is a question for you. Herna? When will PostNL be moving house? Is PostNL reckoning -- taking account of the fact that it is the most important company for all persons in the Netherlands? PostNL derives from the Dutch postal services, which was launched in 1799 and has a -- played a central role in the societal development as a whole. PostNL still has that important role. When changing locations, does PostNL still remember this extremely important role in our society for the last 220 years? Herna, go ahead, please.

Herna Verhagen

executive
#67

Yes, that move is ongoing. On 5 July, we'll be moving into our new premises. We're very eager because the premises have an electric history as the old post sorting center at Holland's forestation in The Hague, which has been rebuilt to a site where we will now be able to set up our head office. So this building has a long history and builds directly on the company that we've established over the past 122 years. Within that building, we'll also reflect on our history and our future physically through items from the past 122 years of our history as well as online features. And I hope that COVID will be behind us soon and that we'll have a bit more freedom of interaction. And in that case, the building will be accessible to the public. The official opening, if possible, will be in September, and there will also be an opportunity to visit the building then. The building is true heritage. And I am fully confident that you'll get a full sense of post in that building.

Jan Nooitgedagt

executive
#68

Thank you very much. And this brings us to the end of the meeting. And at this stage, I therefore close the voting. And before we come on to look at the voting results, I'd just like to express some thanks to Agnes, Thessa and Eelco. Now you'll be leaving us as members of the Supervisory Board. Agnes, I have already thanked for her enormous commitment over the last 8 years, and I'd like to repeat my gratitude. Thessa has worked for PostNL for 12 years and for many years, served as Chair of the Audit Committee. It's a long period and a very eventful one. I would like to thank all of you, Agnes, Thessa and Eelco, very sincerely, you've made a huge contribution. It wasn't always easy for you or for us in the last couple of years, but I've learned to understand that all of you are very motivated and committed people who are not backward in coming forward when it comes to a discussion in the Supervisory Board and the Board of Management. We are very grateful to you. And of course, we wish you all the success and enjoyment in your new challenges. It's a real shame that we aren't having a physical meeting because a round of applause would most certainly have been appropriate at such a meeting. And we hope in happier times to be able to bid people farewell in a more personal manner. Thank you very much. Well, we'll come now to the voting results on the various agenda items. And I'm delighted to see that Ewout with us -- Ewout is with us to run us through the voting results.

Ewout de Wit

executive
#69

Yes. Thank you very much. As you see on the screen, agenda item 3a, adopted by 98.08%, that's the remuneration report. I will put that in the 2021 remuneration report, the adoption of the financial statements, 100% as with rounding. Same applies to agenda item 5b, appropriation of profit, 100%, so that also was approved. Then we come on to agenda item 6a, release of the Board of Management, 99.96%. Releases have all been granted and the same apprised agenda item 6b, release of liability of members of the Supervisory Board, once again, 99.96%. I think I'd like to thank you all now on behalf of both Boards. Agenda item 7e, nomination of Koos Timmermans, 99.99% in favor and the same for Nienke Meijer, agenda item 7f, 99.99%, so both have therefore been duly nominated as members of the Supervisory Board.

Jan Nooitgedagt

executive
#70

Thank you, Ewout. And I'd like to congratulate our new colleagues, 99.99% approval. Well, that certainly gives you a responsibility. I'm sure you are aware of it, and I'm sure we will see your commitment in the coming years. Excellent to have you on board. Finally, I'd like to thank all of you -- oh, yes. Oh yes, Ewout, please go ahead, beg your pardon.

Ewout de Wit

executive
#71

Yes. The last votes coming through. Agenda item 8a, reappointment of EY, 100% with rounding, so congratulations there. And agenda item 8b, KPMG nominated from 2022, 100% in favor. We now move on to the last 3 voting items. 9a, designation of the Board of Management as authorized body to issue ordinary shares, 99.4%, that's approved. Agenda item 9b, designation of the Board of Management as authorized body to limit or exclude the preemptive right upon the issue of ordinary shares, 99.26% in favor. And finally, authorization of the Board of Management to have the company acquire its own shares, again, 99.71% in favor. This brings us to the end of the voting results, all votes were very greatly in favor.

Jan Nooitgedagt

executive
#72

Yes, thank you very much, Ewout. I was a bit too keen to wrap things up there. But anyway, I'd like to thank everyone. All that remains is to wish you good health and safety in these very difficult times. Please be kind to each other, look after each other, help each other. I'd like to thank you all for joining us in the meeting. The meeting is hereby closed. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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