PostNL N.V. (PNL) Earnings Call Transcript & Summary
April 18, 2023
Earnings Call Speaker Segments
Jan Nooitgedagt
executiveLadies and gentlemen, I'm pleased to welcome you at this Annual General Meeting of Shareholders of PostNL. As Chair of the Supervisory Board, I am also chairing this meeting. 2022 was a year of challenges, the macroeconomic and geopolitical environment boosted inflation and pressured labor costs, which reduced consumer confidence and, in turn, impacted consumer spending. Given the impact of the challenging macroeconomic circumstances since the end of February 2022, the Board of Management took swift and solid action to improve operational efficiency and retain our financial position so that this supported the progression of results in 2022, while progression continued in important areas such as digital transformation and sustainability, concluding new CLAs and adapting the pension scheme through an agreement that benefits both, employees and participants of the pension funds as PostNL. PostNL also completed the first ever buyback of 51 million shares that year. The proactive approach of management ensures a good starting position for PostNL to resume growth in e-commerce. In addition, the management team was renewed under the ages of the Board of management, including the new membership of the Executive Committee. We're pleased with this executive committee membership and are fully confident that in the Board of management that they will be guiding PostNL through these tough times. Following last year's meeting, we are also appealing you to ensure respectful and orderly procedure in the meeting. Of course, you're free to disagree with things, but please express your disagreement with respect, and you may expect us to reply to all your questions. In no way whatsoever, will we tolerate discriminatory or hateful remarks or people being treated in unpleasant ways or remarks that are irrelevant. Should this happen, you will no longer have the floor. Let's all ensure that this meeting progress well and constructively and that we all feel safe at this meeting. To ensure that all shareholders can take part in the meeting, we have once again convened a hybrid meeting. Shareholders that registered to attend the meeting online have the opportunity as they did last year to participate in the vote and to ask questions during the meeting via the chat. All members of the Supervisory Board and the Board of Management are present today. The Supervisory Board members that you do not see on -- or around the stage are participating online. Of course, they are available live to answer any questions you may have. In addition, our civil law notary, Mrs. [indiscernible] and Mr. [indiscernible]; and Mrs. [indiscernible] from our external auditor, KPMG, are present as well. Mr. [indiscernible] signs off on the audit of both, the financial statements and the audit of the nonfinancial performance statements of PostNL. I'm pleased to welcome all of you. I am also pleased to welcome the Chair and representatives of the Central Works Council and the representation of the Foundation for continuity PostNL, and they are present or are viewing via the webcast. The Central Works Council has stated that they will not be using their right to address this meeting. Martin Plavec is present online as well since his intended appointment is on today's agenda. I'm pleased to welcome him as well. Later on, he will introduce himself to you and you may ask them any questions you have later on as well. Next to me present here are the Board of Management, Herna Verhagen and Pim Berendsen; the Audit Committee Chair, Koos Timmermans; the Chair of the Remuneration Committee, Ad Melkert; as well as Marike van Lier Lels, given her intended reappointment; and of course, our Company Secretary, Ewout de Wit. Ewout will take the minutes for this meeting, and they will be made available via the PostNL website. In keeping with the corporate governance code, the draft minutes will be made available no later than 3 months from now. And then you will have 3 months to provide comments. Afterwards, the Secretary and the Supervisory Board Chair will adopt the minutes. If you would like to receive the minutes from this meeting at your home, please send a [indiscernible] e-mail and you'll find this e-mail address in the convening notice and agenda for this meeting. Now some formal remarks about the meeting. The meeting has been legally convened on 7 March 2023 through publication on the PostNL website and a press release, record date was 21 March 2023. The convening notice included the complete agenda with all annexes and was placed for perusal as prescribed and made available. The exact attendance sheet and data about the number of votes that may be cast at this meeting are not available yet. I'll get back to you later on in this meeting about those. I can tell you that at present, 487,530,628 ordinary PostNL shares are in issue. PostNL does not hold any of these shares. All formalities have been complied with so that valid decisions may be taken on all voting items. We also have some general remarks. If you have questions about PostNL services, please contact our customer service at PostNL as every year, part of the presentation that you'll see on the screen will be in English. This is for the benefit of foreign shareholders attending online. The official language of this meeting will be Dutch today, and interpreters who are present are interpreting everything live. We have also given shareholders the opportunity to submit questions in advance, so that we can provide answers to these questions during the meeting, and we will start by addressing the received questions in each agenda item wherever possible, we have clustered similar questions. Everybody in the room is requested kindly, but explicitly to formulate questions clearly to the people seated at this table and to limit the number of questions to a maximum 3 per agenda item. Of course, questions should relate to PostNL and the agenda items at this meeting. I would also request that you state your names clearly before asking your question for the minutes. Those who participate in the meeting online have the opportunity to ask questions via the chat. You are logged on by the ABN AMRO system, and you can ask questions relating to all items of the agenda via the chat feature. If you would like to do so, please formulate your question clearly to the people seated at the table and limit the number of questions to 3 per agenda item. Please state your name clearly before asking your question for the minutes. Questions submitted via the chat reach us after which, once again, the questions are clustered in the answer. So you may not hear your literal question. So we also regard questions that we have answered as having been addressed the questions about the same topic will not be answered twice. Now in conclusion, as indicated, we also request that you allow the meeting to progress in a respectful and orderly manner. Let's all ensure that this meeting progresses well and is a constructive experience. Now on to the items on the agenda. Agenda #2 concerns addressing the report from the Board of Management. We'll start with QA concerning the course of events in the 2022 financial year first. Herna Verhagen, Chair of the Board of Management, will elaborate on the main events in 2022. Afterwards, Pim Berendsen, CFO and member of the Board of Management will elaborate on the financial course of events in 2022. They will also elaborate on the most important trends in ESG and on our expectations and ambitions for the future. I am now pleased to give Herna, the floor.
Herna Verhagen
executiveYes, perfect. Welcome. As Jan mentioned, Pim and I will review 2022 with you. And we'll, of course, discuss our expectations from 2023 and a little bit about 2024. Let's start with the turbulence we experienced last year and continue to experience in part, the start of the war in Ukraine at the end of February, led to many changes. At that point, we were just emerging from COVID and had expected in 2022 to head into a normal year, but the war changed that. We noticed that in part due to geopolitical struggles as well as in security, we saw that it took much longer for items from Asia to reach Europe. So the bottlenecks in the supply chain persisted. We observed them during COVID, but they were not resolved. We saw a slowdown in economic growth. And we noticed that in recession fears, the Dutch worried that the Netherlands would lapse into a recession and that reduced consumer confidence. And in 2022, it also meant fewer orders were placed. And the labor market was tight. There was a labor shortage, especially in our postal company that was a problem. We still experienced some of that problem because we cannot recruit enough mill carriers. On that same market, where everybody had expected parcel volumes to rise, we saw a decrease in parcel volumes, which led to surplus capacity. And that surplus capacity persists in 2023 as well. On the other hand, and this is good news, we also noticed that all uncertainty relating to the war and uncertainty relating to energy and costs incurred did not reduce consideration for ESG. And attention to labor and net carbon footprint remained as well. And the title of the annual report is also the heading of this slide, we navigated a turbulent environment. And the huge differences between the beginning of the year when we launched our expectations for 2022 and the war in Ukraine had just started versus what else happened in that year shows how sweeping those changes really were. When we presented our figures at the end of February, we expected our organic cost to rise by about EUR 70 million. That turned out to be EUR 135 million, which was roughly double what we had expected because of I assume CLA agreements as well as adjustments for inflation [indiscernible] delivery partners. We expect a 3% to 5% volume growth in Parcels, because Dutch people nonetheless took a different view of spending and uncertainty, we wrapped up the year with a decline of 10% in volume. If you examine how that impacted our performance and profitability, that amounts to a reduction of about EUR 100 million. The volumes in Mail in the Netherlands declined by 8%, which aligns with our expectation of 8% to 10%. Last year, we took a great many measures to accommodate all those unexpected developments and the rise in our organic costs, we wanted to mitigate that as much as possible. That's the EUR 45 million you see at the right hand of this slide. Those are the measures that we took in part at parcels to curtail costs. Our adjusted EBIT, therefore, amounts to EUR 84 million for the entire year 2022. Now zeroing in on our strategy, you see important strategic objectives that relate to the value we deliver to customers and the value that we can deliver to our employees and the value we deliver to the environment and what we can do to mitigate our environmental impact. Here are the results that we achieved in 2022. In 2022, we noted that 33% of our customers was highly satisfied, and about 84% was satisfied in 2022. And the quality of parcel delivery hovered around 98%, and that's about at target. Because of the large number of vacancies in Mail Netherlands, the quality of delivery of Mail in the Netherlands was approximately 91%, which is below our target of 95%. In keeping with our strategy, we continued to roll out automated parcel lockers. By the year-end, we had about 517 of them, and we expect to place an additional 100 in the course of this year. Of course, we continued investing in our tracking what happens to our parcels. We now have 66% active users of this app, and about 8 million Dutch people have downloaded this app. And there are retail locations for parcels at nearly 5,500 sites in the Netherlands. As for social value, employee engagement was approximately 81%, which is a bit below last year when it was at 84%. Our absenteeism due to sickness at 7.4% is higher than what we would like it to be and higher than what we projected. This relates in part to catch up operations such as medical care that was postponed as a result of COVID, and it was partly because of the influenza wave as well as because people had become overworked. We reached an agreement with a pension fund and the trade unions, so that at the end of the year, we were able to provide a 10% pension indexation. And we secured 3 CLAs last year. In CO2, we see that we saved 22% in CO2 emission. And we also improved our carbon efficiency. That's the number of grams per kilometer, and we became net 0, because we have managed to offset any remaining CO2 emissions through procurement of other items. Of course, we believe that the way we run the company and the efficiency we accomplished and the profitability that we accomplished are crucial for the survival of PostNL together with satisfied customers. They are the ones who ultimately entrust their post and parcels to a satisfied employees and care for our society. Now regarding our strategy, our strategy comprises several very important elements. We believe in growth for parcels. I'll elaborate that -- on that in a separate slide. In Parcels, we say we continue to manage parcels for growth. In Mail Netherlands, we expect ongoing volume declines. We're anticipating another 8% to 10% in 2023 as well as in subsequent years. That means that in Mail Netherlands, we have to work very hard, both on changes within the company to achieve a certain profitability. And on the other hand, we're facing increased prices for stamps, et cetera. And 1.5 years ago, we launched Digital NEXT, which is an important strategic pillar to continue digitalizing our online services and to simplify and reinforce, how we process parcels and mail, to reinforce the foundations of our company. In 2023, we've indicated that we aim to cut costs further by 200 to 300 FTEs in overhead and other indirect cost measures. In 2024, we expect to achieve EUR 25 million in cost savings, increasing to EUR 30 million in 2024. And we will continue implementing other measures that are important to ensure sufficient continuity such as price adjustments as well as continuing to scale our organization according to the actual incoming volumes and on the other hand, continuing productivity and efficiency improvements as needed. So why do we believe that growth in Parcels will resume? We did the same when we reported our Q4 figures in February to shareholders. We used the same graph. We note that the growth in parcels relates closely to 2 elements. On the one hand, it relates to economic growth. So in other words, our percent of retail spending and online spending. And on the other hand, it relates to online penetration. The moment economic growth resumes and growth continues in online penetration, you'll achieve growth in e-commerce volumes. If that -- if you plot the growth in e-commerce growth, so you see that during COVID, that's the steep rise. And afterwards, you see an ongoing rise in percent of retail spend. We believe firmly that growth in parcels will resume probably in 2024. And that's a very important reason for us to continue our strategy and keep investing in our strategy and to maintain our expectation for that towards 2024. In other words, we're confident that we -- that PostNL is well positioned and that the measures that we take in 2023 will continue to position the company well to resume in e-commerce growth path. The economic environment and the environment in which we work will remain uncertain in the coming year, and that will have an impact. We expect, however, heading toward 2024 that growth in e-commerce will resume. As for the adversity that we noticed in 2023, that services in our expectation of EUR 70 million to EUR 100 million in EBIT. And we expect a gradual margin improvement, mainly in Parcels from 2024 and beyond. Our aim to pay dividend has not changed, not in '23 or '24 or afterwards, we would like to zero in on the results of Parcels and Mail Netherlands, and how we examined the changes from 2023 to 2024, and I'll have Pim walk you through that. Thank you.
P. Berendsen
executiveThank you, Herna. Good afternoon. Ladies and gentlemen, let's zoom in on the details of the financial performance of the business segments. And let us start as we usually do with parcels, which is an important element. And the highlights have already been covered by Herna. 344 million have been delivered this year. And if we then look at the reported numbers, you see that this is significantly lower than last year, 10% decline, and that is due to the fact that we compared with a COVID year. And if you adjust for that, underlying domestic volume increased by 2%. And this, along with the cost increases, the most important explanation of the decline in results from 2021 to 2022 of EUR 158 million. And if you take out the non-COVID, you are left with the lower result on Slide 6 that Herna just showed us. We see the main components, EUR 100 million decline in performance. In Parcels, we had expected growth 3% to 5% and it became a 10% decline, and this affected us by EUR 100 million. And on the other side, we have organic costs that are double what they were and we saw that the prices had already been fixed with our customers. And this has led to EUR 50 million to EUR 60 million in results, a decline. And then within Parcels, we have taken all the measures that we could to mitigate this. Efficiency levels were better throughout the year than in the previous year. This led to an improvement of EUR 45 million in terms of mitigating measures that Herna had showed you. And all in all, this explains the development of our performance at -- in Parcels. And that's important to see what happened in Spring, Spring Europe did well in 2022. And actually, what we see from the end of the third quarter, we see a gradual improvement of cross-border e-commerce business that springs services for us. So all in all, this was a year which we started with the expectation of growth and the growth expectation because of the war and everything else, lower consumer spend and higher organic costs led to a decline. And that then led to 65 million result in Parcels. Mail in the Netherlands. We feel that this is a good performance given the market dynamics that we just explained, volume decline as expected, 8% approximately. And if you then adjust for COVID 6.4%, declined EUR 107 million as compared to EUR 160 million in the previous year, only EUR 15 million lower in revenue if you've -- if you adjust for the non-COVID effect. And of course, that's always the trick. How can we make sure that the volume decline and the organic cost increase can be offset with cost savings and price increases? And also within the postal business, we hoped -- what we saw was that the costs were higher because of fuel and labor-related cost increases higher than expected. And that explains the fact that we've diverged from the EUR 15 million as compared to 2021 pre-COVID. So that in terms of performance and revenue, free cash flow, EUR 84 million normalized EBIT to free cash flow of EUR 40 million. And in the comparative figures, actually, the most important explanation for the difference of [ 288 ] of the previous year lies in the much lower result that we just discussed. And furthermore, there are a number of elements that I would like to highlight here at a CapEx level, the investment level along with lease payments, the amounts are similar to previous year. We're also convinced that we need to concentrate on the return of the e-commerce volumes. So the expectation that those volumes will return, we need to anticipate on that. And the working capital, here, we see a positive contribution in 2021. We've been able to hold on to that. Our expectation at the beginning of the year was that part of that would decline -- or would increase to bigger investments. And so we anticipated on that was only a light investment in working capital in 2022. As a consequence of all the measures that we took. And then at the bottom of the slide, you see minus EUR 28 million, and that has got to do with the payment of transitional pension agreements with the pension fund which is EUR 12 million more than we had anticipated. One of the outcomes of the pension deal that Herna referred to. There are a number of important elements in this respect. First of all, for those who are participating in the pension fund, the retired persons and others, there's a 10% indexation of their entitlements and an adjustment of the pension from defined benefit to defined contribution. And so there's also a restitution stipulation. And in the past, PostNL had to make extra payments if there was an under coverage. And now we have an adjustment or a discount of the overall amount that we have to pay in terms of provisions of EUR 20 million. And for that, we paid the account sooner than expected, part was in December and part was before quarter -- at the end of quarter 1. And that was, all in all, a very good deal for all parties involved in the pension fund employer, employees and the fund itself. Now profit and loss account, cash flow lead to the balance sheet. And you know that we are focusing on a financial policy in which we don't want the debt to be more than 2x the adjusted EBITDA figure, because we consider this to be a translation of the credit rating that is linked to BBB. That's an investment grade, and it's important point of departure of our policy. The adjusted debt 31 December 2021 to 31 December 2022 has increased by EUR 250 [ million ] despite a positive free cash flow. And that is because in 2022, we conducted the first tranche of the share buyback program, EUR 64 million, more or less, and then the cash dividends that throughout the year were paid out. And so it's important to take a minute to zoom in on, how do we use the leverage in our balance sheet for the benefit of investment decisions? To start with, we really focus on anything we can do to make the company as sustainable as possible and as competitive as possible. And second is the acceleration of digital transformation, because we are convinced that this in the long run is in the interest of the company's third regular dividend in accordance with dividend policy. And only then will we see whether there are possibilities to expand in a disciplined way that would lead to value creation on the part of the business. And if there's a bit more -- if there are a bit more possibilities in the balance sheet, we will see whether there are any possibilities for share buyback or an extraordinary dividend as we decided to do year-end 2021. So this takes us to dividend and the dividend proposals that will be discussed here at the meeting, EUR 0.16 dividend per share, EUR 0.14 of which has already been paid out as an interim dividend. So 2% -- EUR 0.02 is the final dividend as proposed. And this is, of course, based on the dividend policy, which the shareholder will decide whether or not to receive this in cash or in stock. And then we have the debt position and the worsening market positions. And therefore, we have decided that the second terms of the share buyback program for the moment will be postponed until the balance sheet allows us to resume this step of the capital allocation process. So after 2022, you then take a look at 2023, and how you can move to that perspective, that outlook, and that's what this slide is about. The EUR 84 million adjusted EBIT of last year. From that, we moved to an outlook of between EUR 70 million and EUR 100 million for this year. And this is in part due to the fact that the market uncertainties that we experienced this past year will continue -- are continuing in 2023. And here, starting at the bottom, you see EUR 75 million improvement of lower pension expenses, because the pension agreement has been adjusted in the profit and loss account, the pension expense has been replaced by the pension cash out. And as a consequence, we have EUR 75 million less in terms of the P&L charge. On the other hand, we've pointed out that we are taking additional measures to recover the margins in e-commerce, and we're taking a provision of about EUR 20 million. That's what we expect. And then we see that the company does go a bit back business-wise and past goes back or declines a bit relatively. And in terms of parcels, we expect a slight decline in the volume as a consequence of slightly increasing 0, slightly increasing market volume and only a percentage point market share loss because of overcapacity in the market. And we really want to be very disciplined in the field of price policy. And we don't want to follow all the competitors with very low prices, and that will lead to the loss of a bit of market share that we've accounted for that here. And in post and in Mail, you see that organic cost increases are much higher than what we expected, and we cannot offset that with cost savings. More cost savings and price increases will help a bit, but ordinarily, price increases will help offset half of the volume decline, but we can't do that now, because the price increases are there to offset organic cost increases. So there's nothing left to offset volume decline. So all these elements together mean that we started the year with the expectation of a result somewhere between EUR 70 million and EUR 100 million. And this is the item of organic cost pressure. You see EUR 185 million organic cost increase from EUR 135 million, it was from '21, '22. So the amount has increased even further, and we can't entirely offset that with higher price setting. So there will always be a negative impact on our income. There's no amount here, but it has -- it must be somewhere around EUR 30 million, EUR 35 million lower result, a mismatch between organic cost increases and the pricing that we can pass on to our customers that are in the same market and that are facing the same lower consumer spend, EUR 185 million has -- can be broken down 50-50 between labor-related cost increases and other cost increases and transport and fuel, energy, et cetera, are important cost drivers. Let's move on to the outlook. EUR 70 million to EUR 100 million, we have discussed that, normalized EBIT, normalized comprehensive income, EUR 40 million to EUR 70 million and a free cash flow of EUR 10 million to EUR 40 million. We thought it was important not only to give you an outlook for '23, but also to point out that we expect that the margins in '23 and '24 will recover slowly, but surely because we do assume that because of organic growth in the Netherlands and the online penetration and the recovery here will boost revenue, and that will lead to margin recovery, 200 basis points improvement of the margin is what we expect. 300 will have to come from e-commerce and about 100 to the Mail -- in the Mail side. And all in all, that's about 200 basis points margin improvement. EBITDA will increase more strongly than ordinary EBIT simply because the D&A item will increase for 1 year to the next. Finally, on the basis of normalized comprehensive income, we will be paying out a dividend that will be developing in line with the underlying business performance. And with that, Jan, I'm pleased to give the floor back to you.
Jan Nooitgedagt
executiveThank you, Herna and Pim. Before I give the floor to Koos, I would just like to take a moment to address the executive committee, the Board of Management and all employees of PostNL and thank them for their commitment and hard work for PostNL. They have anticipated this, they could, the extraordinary market conditions that PostNL is dealing with. Now I'm happy to give the floor to Koos Timmermans. He is the Chair of the Audit Committee. And on behalf of the Audit Committee, he will be giving a brief presentation.
J. Timmermans
executiveThank you, Jan. This year, the Audit Committee and the Supervisory Board, the Board of Management have had a very constructive meetings. In official meetings and outside these meetings, we've extensively looked into the quality of financial administration and the internal and external financial reporting that is based on it. The same applies to the findings based on the internal control framework and also the findings of the internal audit work of Personal and KPMG's work. We've paid a special attention to operational and financial impact of macroeconomic developments with respect to PostNL, you just heard about that. And also the key audit matters put forward by KPMGs, such as the ongoing -- the pending criminal investigation in Belgium, devaluation investments in subsidiaries of PostNL in the ordinary financial statements and the agreement achieved regarding the pensions, topics that have been discussed on several occasions in the audit committee. Other topics discussed in the audit committee on a regular basis were the main important financial factors that affect the implementation of the strategic plan development and financial results of PostNL such as volume development, pricing, cost and margin development, competition market, share investments and economic and market developments, cost cutting, rules and regulations, but also IT, cybersecurity and digital ethics have been discussed on a regular basis, such as risk analysis concerning strategic operational reporting and compliance topics, including determining the risk appetite and assessing the control measures. We also regularly looked into the developments of specific accounting topics and rules and regulations in terms of financial reporting. We also regularly discussed follow-up of actions after the improvement points -- following up on the improvement points put forward by KPMG and EY with respect to 2022. And of course, the audit committee also paid attention to sustainability and nonfinancial reporting and especially the EU taxonomy, but also reporting obligations concerning CSD and also CS DDD that is emerging. And these are topics that keep coming up in the audit committee. Subjects that we also looked into or the development of working capital, strategy of parcels, development of costs, savings at mail and also the share buyback program and [ pausing that. ] And shareholders' capital dividend, shareholders' review and other things were discussed. And also in the audit report, we refer to integrity, fraud and possible reports whistleblowers were also taken on board based on analysis that we shared with the audit committee, we reached the conclusion that in 2022, there were no material cases of fraud that were identified. Furthermore, the audit committee and also the supervisory board along with the board of management, looked into the findings of KPMG, all -- with respect to all the point, the board of management in openness and in their all transparency, shared their views and discussed the findings and measures with us. Furthermore, the Chairman of the Audit Committee, but also the other supervisory directors regularly talk to KPMG outside the meetings and also with the Head of the Internal Audit Department. Financial year 2022 was the first audit year for KPMG. And on behalf of the audit committee, I can confirm that the transfer -- the handover from EY to KPMG went well and smoothly. KPMG has performed well in the first audit here. The main key audit matters have been reported by KPMG have been included in Page 250 of the year -- the annual report and KPMG will also present the findings of their audit in a couple of moments. The audit committee once again is of the opinion that the board of management in its decisions and its actions, but also the estimates that they made. It has been very realistic. The audit committee has appreciated the opening -- open and constructive way of working at the board of management. Thank you for your attention.
Jan Nooitgedagt
executiveThank you, Koos, for this description. Now I'm going to hand you over to Eric -- auditor, Mr. Smith -- [Indiscernible] Smith, who will describe the findings arising from the KPMG's first year of audit at PostNL. And our auditor is free to communicate openly about his findings and to answer questions from shareholders.
Unknown Executive
executiveGood afternoon, ladies and gentlemen. I'm [Indiscernible], and I'm your external auditor on behalf of KPMG. This is the first time I'm addressing you as your auditor, so you are my principal as shareholders. I'm pleased to take this opportunity to elaborate in more detail on our audit of the PostNL financial statements for 2022. As indicated by the Supervisory Board Chairman PostNL has given me discretion to describe what we as auditor consider to be relevant for U.S. shareholders following on the new procedure from [ 11 18 ]. I'm going to tell you about the following topics: The assessment, the process and the findings. The assessment, the audit statement, the audit opinion is the conclusion of our audit. On 27 February 2023, we issued an unqualified audit statement for the 2022 financial statements of PostNL as reflected on Pages 250 through 259 of the financial statements. The financial statements accurately reflect and are in accordance with IFRS entitled 9 Civil Code. And the annual report are compatible with the financial statements and do not contain material errors and comprise all information required by Dutch law. In other words, the financial statements accurately reflect the previous year and the state of affairs on balance sheet. We achieved our assessment by planning our duties and carrying them out to have an adequate and suitable audit information. We have conducted it with a reasonable measure of certainty to do everything possible to ensure that the financial statements were faithful as reflected by law. And that's not quite the same as absolute certainty, but nonetheless, it's conceivable that we did not discover all our and fraud during our audit. So in summary, we believe that something is material if the inaccuracy is such that it's reasonable to influence the financial statements and PostNL reality is sub EUR 15 million, which is 0.5% of the revenue. We discussed the progress and findings of our audit with the management and the audit committee at various points, and we reported our final findings to the supervisory board and in our management letter and reported any deviations exceeding EUR 750,000 to the management and supervisory board members. There were no uncorrected audit difference. There were some corrected differences limited -- they were limited for the organization in size and complexity at PostNL. With the exception of Spring Hong Kong, the audit duties were carried out for group sections in scope. For Spring Hong Kong, we used KPMG Hong Kong, which operated according to our instructions and we've maintained frequent contact about the audit and assess the reports. All this resulted in cover of 87% of the total revenue, 91% of the total assets. We regard this as robust cover of our audit. The remaining 13% of the total revenue, 9% of the total assets are represented by some considerably smaller group companies that -- none of which accounts for over 2% of the total revenue and 3% of the total assets. We conducted our audit using operations from the internal audit department at PostNL using their in-depth knowledge of the firm. In advance, we reached agreements about the nature and scope of the duties to be performed, the reports and the documentation. We assessed the duties relevant for our audit and ensured that these duties were suitable for our audit, and we subsequently determined which duties were to be performed by our own audit team. Within our audit, we perform a risk analysis and focus on the areas where the risk of errors in the financial statements is greatest. These are generally large entries or entries that management assesses to be significant. In our risk assessment, we include the internal control environment and structure fraud risk factors relating to fraudulent financial reporting [indiscernible] properly acquiring assets failure to comply with legislation, regulation, continuity risks and climate-related risks. We discuss such risks in our plan our audit teams, so that we are consistently alert to new insights and developments, and we share those with the audit teams of group companies. Together with our specialists such as IT auditors, appraisal experts and forensic specialists, we evaluate whether these factors indicate a risk of a materially important deviation. Where necessary, we consult other specialists. To exclude fraud in the financial statements, wherever possible, we perform various measures. And you'll see a list in our auditor's opinion, considered performing data analysis on journal entries with a higher risk such as unexpected entries or entries at unexpected points in time. When we find these, we refer to the source documentation wherever possible. We assess the main estimates such as some outstanding positions with other international postal companies known as [indiscernible] in determining provisions to ascertain whether there's any improper influencing by management, and we include some unpredictability in our audit duties, and we take note of things reported via the incident registered whistleblower regulations or other complaints procedures of the company. We assess the results of the investigation by the management into such matters, and we ask the management for information regarding internal control concerning compliance with legislation regulations. And we consistently assess the outcome of all audit duties in spite of fraud or noncompliance with regulation legislation wherever necessary, we have examined relevant risks and resulting consequences for audit duties. Again, in all audit duties, we have considered the risk that management might transcend internal management measures, including evaluation of indications concerning possible improper influencing by management. Our regular audit duties obviously differ from specific forensic [indiscernible] investigation. In addition, regarding fraud, we had no cause in addition to the regular duties to conduct additional investigation and regular procedures addressing identified risks concerning fraud and noncompliance with legislation regulation have led to the highlight compliance of delivery partners in Belgium, more about that later. During our first year audit of PostNL prior to the start of the audit, we drafted a detailed transition plan, including the declaration of independence in mid-2021. We started our transition duties, and we're in close contact with our predecessor auditors, EY, and assessed their audit files. During the year, we consulted management regularly and obtained insights into the activities and control environment, the audit environment and asked for key accounting matters. Continuity, the board of management has performed its continuity assessment and did not identify any significant continuity risks. The financial statements have therefore been drafted subject to the principle of going concern. The results of our risk assessment procedures have not given cause to question this assessment or to perform additional audit duties based on the continuity assessment. In our audit, we assess the quality of internal management and administrative organization to examine, which internal management is relevant for us, and we can use it in the course of the audit. So the objective is not to assess the effectiveness of internal management overall. Regarding internal management, we believe that PostNL has a mature internal control framework for the audit balance is preventive with investigative audits. And there's an opportunity to automate further the nature and scope of the improvement opportunities are limited and primarily concerned procedural improvements in IT and documentation. So we consider this robust and reported these findings inviting to the supervisory board in our management letter. Regarding culture in our audit, we find great transparency and a commitment to contribute to PostNL's strategy. PostNL has set up company-wide strategic programs to encourage teamwork between the business units in compliance. As included on Page 81 of the annual report, PostNL acknowledges that given the increasing dependence of data and systems, cybersecurity has become still more important. Companies such as PostNL will always be vulnerable to certain attacks. In our audit, we examined the risk of material errors as a consequence of cyber risks. We have therefore performed activities to assess the impact of the reported cyber and IT incidents on our audit, as explained on Page 81 of the annual report. We received information about the analysis of the management concerning the nature, scope and duration of the incidents, including whether the IT system, subject to our audit have been compromised as well as financial information. And we assessed whether we could rely on the automated audits and the other general IT audits. Based on these duties, we concluded that the incidents did not have a material impact on the financial statements and our audit. We examined whether the most important estimates were reasonable, and we also addressed the possibility of influence by the board of management of the company through retrospective review of the estimates from previous year. And we consider the estimates from the management balanced. As part of its strategy and internal management, the management examined the influence of climate on operations, Chapter 8 of the annual report elaborates on this. We have determined whether the acknowledged risks might have a material impact on the financial statements distinguishing between physical and transition risks, physical risks or risks in the year present, whereas transition risks concerned the way that the firm deals with the future risks of the climate change. Based on the duties we performed, we determined that climate-related risks do not have a material influence on the financial statements, including the assessment of fixed assets subject to the EU IFRS requirements that do not materially influence the highlights of our audit. Now I'm going to tell you about the highlights of our audit. These are matters that in our professional view were the most important during our auditing of the financial statements. We have acknowledged 4 highlights and reported on during our audit to the supervisory board, included them in our auditor's opinion. Final costs are significant for audit because of the amounts and the element of estimation involved. This position comprises a certain level of assessment by the management in calculating positions in which negotiations with counterparts being international other postal companies [ back ] pricing volumes and balance sheet data are ongoing. We believe that the assumptions of the management regarding the final cost positions are reasonable and that the explanations and the financial statements are appropriate, as explained in [ 3 5 ] to the -- in 2022 financial statements, the main pension scheme has been amended and into a collective available pension scheme. Settling the pension scheme was important for our audit because of the financial impacting its nonroutine nature and complexity. We've determined that processing in compliance with IAS 19 staff remuneration is adequately presented and explained in the financial statements. We've noticed that the ongoing criminal investigation by the Belgian Digital Authorities about alleged violations of labor law in Belgium by PostNL delivery partners has been acknowledged as a highlight. And we believe that this has properly been accounted and explained in the financial statements. Finally, the assessment of the investments in subsidiaries of PostNL in the corporate financial statements that is assessed on every reporting date. The model used to calculate the realizable value is complex and subject to assessments and estimates by management. We believe that the estimates of management are within a reasonable guidance and believe that the explanation for investments in subsidiaries are adequate. As for other assurance, have also provided a reasonable measure of certainty regarding the nonfinancial information in the annual report. You'll find the specific context in about the assurance mission in the assurance report on Page 260 through 262 of the annual report. We provided an unqualified insurance declaration concerning the nonfinancial information or material the important aspects that they are accurately reflect and take into consideration the reporting criteria. The audit assignment was not subject to the AFM review this year. I can tell you generally that the AFM has assessed multiple files at KPMG. And in all cases, concluded that they were managed in alignment with the standards and have therefore been assessed sufficiently. The AFM acknowledges 2 possible outcomes; sufficient and insufficient. As for the audit for 2023, we are presently drafting our audit plan for 2023, and we'll discuss this with the Audit Committee in early May. The approach and scope will resemble the one for 2022. That was my presentation. Thank you very much for listening and for your confidence. Of course, I'll be happy to answer any questions. I'll hand you back to the Chairman now.
Jan Nooitgedagt
executiveThank you, [indiscernible], for your extensive explanation.
Jan Nooitgedagt
executiveNow we will take questions. Please take a seat, because the questions can be put to all of us. One question was submitted in advance, but the party prefers to ask this question during the meeting. And of course, we will answer it. Who would like the floor first? We have 2 microphones. You are now standing at microphone 1.
Unknown Analyst
analystI'm Mr. [ Stavens ] from the [Indiscernible]. I've reviewed everything as best I could. We know that last year, there was a swift and adequate intervention when it turned out to be a bit less than expected. The parcel delivery service has surplus capacity. Have you ever thought of buying up competitors. And after the bought up integrating them, then you wouldn't have as much competition. Margins of 3% to 4% are poultry. In addition to the dividend, you have repurchased quite a few shares, and didn't you perhaps go overboard very early on. Wouldn't it have been better to buy your time and see what course things would take? Because otherwise, it would have been difficult to fund them from the free cash flow. And the free cash flow amounted to EUR 79 million, but there's an additional EUR 30 million impact from the pension agreement. So you need to subtract that.
Jan Nooitgedagt
executiveI believe you have asked 3 questions. Is that true?
Unknown Analyst
analystWell, I wouldn't know.
Jan Nooitgedagt
executiveI would know. Shall we answer these 3 questions?
Unknown Analyst
analystYes.
Jan Nooitgedagt
executiveThen you can take your seat again.
Unknown Analyst
analystAnd what if I want to ask a sub-question?
Jan Nooitgedagt
executiveWell I'm sure others may ask the same question for you. If you take a seat, we'll answer your questions. Herna?
Herna Verhagen
executiveI'll start with the first question about buying up competitors. Of course, we did that by purchasing Sandd's in the postal service. That's known. As for parcels, that's not an option because PostNL has a significant market share. So that option is not available. The next question about repurchasing shares and the cash flow, including the impact of the pension agreement, Pim will answer that one.
P. Berendsen
executiveThank you, Herna. Your second question, Mr. Stavens, did we repurchase too many shares too early? Let me go back to the capital allocation procedure. If I look at the end of 2021, our debt versus result equaled 0.4x adjusted EBITDA. So that's well below 2. And the balance sheet at the time was very robust, and we had a huge cash position. So we performed the capital allocation funnels steps and thought the company was well funded, and we maximized the figures and had a good financial year with dividends. So we saw no latitude for M&A transactions. So at that time, with that balance sheet and we considered repurchasing our own shares to be wise because that would mitigate the dilution and that way shareholders could choose between cash and stocks for their dividend. And we -- given the balance sheet at the time and the expectations we thought that would be a good decision given the current market trends and the balance sheet now. And the leverage ratio is now close to 2, we have decided not to carry out the second tranche of that buyback. That's the answer to your second question. Your third question was about the cash flow. We're reporting EUR 68 million free cash flow before exceptionals and that the cash flow from business operations and EUR 28 million is to be subtracted towards the transition pension plans. Those are not regular pension payments. They're simply to accommodate a provision that predates the legislative amendment and that was envisaged on the balance sheet. It's now falling due. And at the end of Q1 2023, the final payment was made and it will not recur in future cash flow reports either.
Unknown Shareholder
shareholderI'm Mr. [indiscernible]. I'm speaking on behalf of the VEB. Unlike Mr. Stavens, I do not have a cold, and I don't attend music festivals anymore, I'm too old for that. But as for music, the last time I attended was in 2019, 4 years ago. And in preparing for this shareholders' meetings, given that some questions were obvious, I thought my goodness, this looks familiar. I compared even to my notes from 2019. And they started with the same questions. So very specifically, my 3 questions today. When I opened your annual report, the first few pages seem obvious what does PostNL do, how many parcels do you send, performance criteria, customs, employees sustainability. And then I get to the page with the financial results. There are 17 elements, all of them are deeply negative. I know that 2022 was a tough year for many firms, including PostNL. My point, and I made the same point in 2019. PostNL is experiencing a lot of economically unpleasant years. And I mean that with respect, that's the nature of the business as well as the way you're running this business. And my suggestion in 2019, I'll repeat that and ask you to consider this seriously. Conceivably, the way you're managing either the stamps and the post and the parcels may not make the best economic sense possible in my suggestion in 2019, which I'm going to repeat, why don't you consider talking to somebody from private equity? You might spend half a day with them and they often have an aggressive approach. I don't mean the hedge funds with the hit-and-run perspective. These are people who have economic acumen, they're often quite aggressive, but they can help you make the right choices. And these could be quite extreme but personal, but in the long run, they might work and you might, for example, say, okay. The postal market is diminishing and it may belong with the government and parcels, we have UPS, TNT and FedEx. And perhaps PostNL could try to sell that component to the rest of the market. So my question is, would you please review that with somebody who has a more aggressive capitalist approach? Because if you look since PostNL was divested and launched on the stock exchange is not highly profitable. And I understand that 2022 was a difficult year. That's question 1 was difficult. Question 2 relates to the fact that you needed to adjust your expectations downward during the year-end to review repeatedly. Specifically, do you have sufficient insight into your own market? And are you sufficiently in control of your own cost structure? Or do you have to deal with a given fact that this is the setting and that no other organization could do it much differently or better? Do you have a grip on and insight into what's happening on the market? And are you in control of your structure so that you can respond rapidly to the change in circumstances? My final question, and it's more of the same, basically, that high level of uncertainty, the results of PostNL are very volatile. That often means declined, but you had some good years when other firms were doing poorly. You got a boost. But often when your results are volatile, the risk profile of the firm is also high. And I think that's simply a fact PostNL has a high risk profile, then investors, the people who provide capital, expect a higher return. You have not been able to deliver that higher return in the past 10 or 15 years. How long do you think it will take until the returns that the initial investors [indiscernible] can be compensated? Those are my 3 questions for now.
Jan Nooitgedagt
executiveHerna, over to you for these questions.
Herna Verhagen
executiveYes, very well. Regarding question 1, I see the question from 2 perspectives. If you look at what we've done with the balance sheet, and Pim can elaborate on that in a moment. Then over the years, a great many measures have been taken to optimize that balance and, in turn, to optimize our cash flow. And if you were to compare that with private equity, that's exactly what private equity would be doing. As for the -- trying to figure out whether it might be good to split the company as was asked 4 years ago, we disagreed. This firm belongs together cohesively, is strongly integrated at the back end. And we believe that both business ends benefit from each other, rather being a disadvantage to each other. And the future of PostNL is better served through cohesion. And I believe that Pim can also elaborate on what we did regarding the more private equity style perspective. Absolutely, especially if you look back to 2019, since then, I believe that we can mention quite a few wise decisions on our part that align with that. First, the acquisition of Sandd that resulted in huge economies of scale and stabilized the circumstance of PostNL and the fact that we very conveniently sold loss-making operations abroad and benefited the cash flow and can use that to -- manage to use that to improve cash flow in the Netherlands. And we also released nonstrategic properties to use the balance to invest in other businesses, and our present pension deal improves us in all respects with IAS 19. And even though those participating in the fund received an indexation of 10% rather than 4% as for working capital employed. That's improved significantly in the business. So I think that, as far as we're concerned, we provided maximum steering in the areas that we could influence to serve the interest of the firm. Those are a few. If necessary, I can share more. Now over to your second question, the profit warnings in 2022. In our view, there's some significant factors. First, we aim for maximum transparency in our business to identify which elements lead to which profit expectations in each segment and the cash flow. In all our analyst presentations, we tried to identify the relationship between those figures. Clearly, we don't offer maximum latitude and safety. We don't try to remain vague to leave all our options open or to embellish the situation. That's very serious so that we can engage in conversations with shareholders. Next, I believe that we need to ascertain that 2022 was an extremely unusual year until a couple of days before 24 February. Nobody truly expected or to break out with this huge impact that followed increases in organic expenses well above 10% and inflation with plummeting consumer spending as a consequence. So that during the course of the year, the impact increase. So on 25 February, all of us knew a lot less than we did on 11 November. And because of those 2 effects, we had to adjust our expectations a few times during the course of the year. This was not specific to PostNL. Our customers faced the same uncertainty. And there was plummeting volume expectations and increasing guidance. Our competitors had the same experience. Was this easy? No. Does it bother me? Yes. I found it very unfortunate. But in our view, this was truly driven by external market circumstances and not by a limited view of how our market is progressing. About the third question, volatile performance and the high risk profile. Well, the way we see it. And that more or less is what Pim has just explained. Every year, we try to make an estimate of the profitability of the company in 2022. Of course, well, that's debatable in view of the enormous uncertainty brought about by the war. We expect the parcels, and over the next few years, we will return to ordinary performance. And that is indeed what we have said when we presented our annual figures -- our annual performance. And for postal business, we believe that the cash flow and returns will be stable. The acquisition of Sandd played a very important part in this context. And that is our perspective on the returns beyond 2023 and what we believe our outlook is in terms of returns.
P. Berendsen
executiveIf I may, I'd like to add to that. Of course, we also look at return on invested capital. And in all the years that you referred to right up to 2022, the return on invested capital has been significantly higher than the weighted cost of capital. So we've created value. Now that doesn't always translate back into share price development, and this has got to do with the dynamics in the market, but that's what we are steering on return on invested capital that exceeds the cost of capital. And after 2023, with the step-up that we expect in 2024, we will return to return rates that we lead indeed to value creation.
Jan Nooitgedagt
executiveThank you very much, Herna and Pim. I see Mr. [indiscernible] or I'm mistaken.
Unknown Shareholder
shareholderMy name is [indiscernible]. I'm here as a retail investor. First of all, I have a comment about what the gentleman of the VEB just said. I mean he says that he's attended the meetings for so many years, but I've been here many more years, and I know the company much better. PostNL should never have been privatized by the government. That is the gist of the matter. PostNL is in the squeeze because of the trade unions, the government and also subsidized companies in abroad, such as DPD. 3 questions. The additional payment of pensions, and this is the penultimate payment that is taking place, which is a payment that affected the results of 2022. And then I have another question. That is, if I understood it correctly, the pension fund, this is a stand-alone of PostNL. PostNL does not have a financial link with a pension fund. And they were consulted for a 10% increase of pensions. Another question I have is -- let me check. The amendment of the law for self-employed workers. Is that going to affect you this coming year? These are my 3 questions for the time being.
Herna Verhagen
executiveChairman, I think Pim, you can answer these questions. 2 questions about the pension and 1 question about self-employed workers.
P. Berendsen
executivePension, first question, an additional payout and whether that had an impact on the performance in 2022? No, not the performance. This has got to do with an adjustment of the pension arrangement of about 10 or 15 years ago, I can't remember the date. And at the time, you'd be entitled to a transition pension, early retirement and those people will be compensated for a certain period of time. This is a sort of transition plan that was made for these people, and that ended last year. And that led to a liability for the employer to pay in tranches pay out to the pension fund. And this is what we talked about earlier on, these tranches of EUR 16 million a year. And without the pension agreement that we entered into at the end of the year, EUR 16 million would have affected cash flow in 2020 and the same amount 1 year later again. So this amount was brought forward, which is why it's not EUR 16 million, but EUR 28 million. And the last payment has been advanced from 24 and has been paid in Q1 2023. So the end of Q1 2023, there's nothing left of this soft pension liability, and this is part of the arrangement that we entered into with the pension fund. And it's also got to do with the second question. The pension fund is independent from PostNL. Only the pension fund has as an independent Board, but there was an agreement between the pension fund and the employer PostNL. Now this pension arrangement has -- this pension plan has been adjusted from an available premium arrangement and restitution has been eliminated. And as a consequence, the overall amount of pension contribution that we had yet to pay was reduced by EUR 20 million in total. Now all these effects have led to the fact that we indeed were able to give a 4% maximum indexation based on the former pension contract and to increase the 4% -- sorry, to 10% for all the retired persons, also the people who are still working for us. And that was very much welcomed in a year with such high inflation rates. As far as the self-employed workers are concerned, I think, first of all, it may be worthwhile to give you some numbers. Of the 5,500 parcel deliverers that work for PostNL, there are 110 that are self-employed. So these numbers -- well, we started this about 7 years ago, this process of reducing the number of self-employed workers. And that means that -- should there be any impact? The impact will be very minimal. And as far as we interpret the load now, we don't think it will have an impact on the fees that we pay to the 110 self-employed delivery workers that work for PostNL.
Jan Nooitgedagt
executiveThank you. And the gentleman here at the front.
Unknown Shareholder
shareholderThank you, Mr. Nooitgedagt for giving me a turn as well. My name is Erickson, and I would like to discuss 3 topics with you. First of all, where we're heading with these parcel lockers? Well, let me explain 500 lockers beginning of the year, perhaps 800 at the end of the year. I'd like to have an idea how many -- what percentage of parcels will be delivered to these lockers? And will it be a luxury to get your parcels delivered at home? Would you have to pay extra for that? And what are the implications for our organization? Will there be people who have to find another job, a different job? And this may also lead to a cost reduction. Could you tell us a bit more about the implications of these lockers? Second thing I'd like to discuss with you, it was said earlier on, we cannot pass the increase of cost on to the customers. The stamps will increase by $0.05 from $0.96 to $1.01, and the costs are increasing much faster. And people are going to make 10% more and costs may increase even further. Wages may increase and other costs are also increasing. And I as a shareholder, I believe that all those cost increases, the value should be passed on. Why can't the prices of stamps be increased? Why can't you -- if your competitors are prepared to offer the services below cost price, well, let them do that. They'll make losses more and more. So why don't we just let them do that? And the last point is the relationship that you have with your delivery entrepreneurs. And I'd like to refer to the press release of 25 August last year. I'm sure that you still know it by heart.
Jan Nooitgedagt
executiveThe gentlemen and the lady behind the table. It was quite a remarkable press release.
Unknown Shareholder
shareholderYou said that you want to employ more people from 1,900 to 6,000. So you'll have more people on your payroll. You also want to expand -- and also electric cars. What do I want to know, EUR 2,000 bonus is that enough to allow people to buy electrical vans? I don't know about that. What about these delivery entrepreneurs because you want to deliver half the parcels yourself. And so that will be subtracted from the work from -- of these delivery services. What are the perspectives that you're offering them? And actually, my overarching question is, are these delivery entrepreneurs cheaper than your owned staff? And can you pass on your risk to these self-employed delivery workers? Because that could be something to keep in mind. What about if there -- if your staff go -- falls ill -- I don't know how to deal with that. How do you deal with your delivery entrepreneurs over the next few years? And also in the light of the -- of what you said in your press release. I think your questions -- your 3 questions are clear. Yes. Well, I'm curious to hear what your responses to my questions.
Jan Nooitgedagt
executiveHerna, are you ready to go?
Herna Verhagen
executiveAbsolutely. Let us start with the parcel lockers. We're moving to about 1,500 lockers in 2024, 2025, that is more or less the estimate that we have. And this is not going to replace home delivery. 90% of the Dutch nationals prefer to have their parcel delivered at home instead of in the lockers. And just imagine, even with 1,500 lockers, that will be no more than 4% that you could distribute -- 4% of our overall volume. So it is a very important addition to the service that we offer. So people who are not home, who work out of home or work in the evenings, they have a possibility to have their parcel delivered whenever they want. But it will, by no means, replace home delivery. Could you tell us whether it is cheaper for the company? It is more or less the same. It costs just about the same amount of money that's got to do with the thing that -- the Netherlands is a relatively small country and the parcel routes that we have include many parcels. Yes, in some other countries, it's a big success. And I understand that Poland and countries like that, there is an increase of these lockers. Well, those countries are Poland, but also Germany and France. So those are examples of countries that are, of course, much bigger than Holland. And they also have more of a countryside really to -- countryside. We don't have that in Holland. So we don't really expect that to be a development that we'll be facing in the Netherlands.
Unknown Shareholder
shareholderThank you very much for that information. You've enlightened me.
Herna Verhagen
executiveWell, that's good. Cost increases, we cannot fully pass them on. This is what Pim outlined. Well, I think that you should aim towards passing the cost on. Well, yes, of course, that is our aim. And please keep in mind that organic cost increases about normally 17. And now it's EUR 180 million. EUR 150 million has been passed on to our customers. So that's a lot of money. It still isn't the full amount. I agree with you on that one, but it still is a considerable amount of money. And furthermore, as you outlined yourself, we decided for those parcel flows, where there's a lot of pressure -- price pressure, not hold on to that. And that's also the reason, and this is what Pim said in his presentation, where we expect this year, there will be a slight decline in the parcel volume. This is a consequence of the fact that we will not be able to retain our entire market share this year for this reason. Yes, but competitors won't want loss incurring operations. So that way you can cause problems to the competition, which is something they deserve, I would say. Well, our press release of 25 August, it's important to keep in mind that, of course, we assume there will be growth in the parcel market, not in 2023, but we do expect the growth to resume as per 2024. If we say that we want to reduce our workers to half owned staff, and that means that every year, you will need a certain number of new employees. We're going to do that in 2 ways. First of all, by recruiting new owned staff. We have about 30% -- 29% owned staff. And when we published this in August, we had about 25%, 26% owned staff. So you see that we're moving in the right direction. We're going to continue this effort in 2023. And in the meantime, we are talking to the self-employed delivery people. And this is what we said. We want to work with larger entrepreneurs. And what kind of talks are you engaging? We're engaging talks with people who then would prefer to be on our payroll than to continue to work as self-employed, but some self-employed decide to work together to form a pool, a group. And so we do this in consultation and in a very social way. So that -- because of these self-employed delivery workers have been very important in building up the company. This 50:50 ratio, so 50% owned staff, 50% by means of self-employed delivery workers, that allows you to have sufficient flexibility. So you can become larger if it's really busy and smaller if it's less busy. So well, the costs are more or less the same. So that's not a reason to go for the self-employed. And what about the electric vans and bonus. Could you please refer to that? Yes, we'll pass on a risk in a certain respect. Of course, you have larger volumes and smaller volumes in a year. So you want to be flexible here, but it's not a matter of passing on risk in terms of labor or carbon footprint. That's not the risk that we're talking about. Electrical vans. We are buying a lot of own vans, and we are encouraging our self-employed delivery companies to buy electrical vans and the EUR 2,000 is a way to encourage that. And over the past few years, we have also invested in charging squares. So in all our distribution and sorting centers, we have many chargers. So people with electric vans can actually charge their vans. So we do think that this is an important way to encourage this. And with respect to reducing our carbon footprint, of course, we've invested a lot of money, but there's still work ahead. Well, the EUR 2,000 seem to me not to be a big amount of money. And you may remember if you check the minutes last year, I asked about that, how you're going to make the self-employed people purchase electric vehicles? And I think you need a bit more encouragement that just EUR 2,000 per van. Well, there are a number of important elements. Charging capacity is indeed possible to charge your van once you have an electric van and the second element that's important is that the itineraries, the route becoming shorter. You view the number of parcels and so those electric vans are becoming quite appropriate to distribute those parcels. And we've always said, ultimately, by buying many vans, we will create a market of secondhand vans because not every self-employed delivery worker will be able to afford an electric van, but slowly but surely, the first electric vans are being released out of the lease contracts. So they become available as secondhand electric vans. So there are several possibilities and several measures. And you've asked all these sub-questions. You've asked about 10 questions. I'm going to stop answering those questions. The Chairman, I'm going to be very strict because you have been giving so many more answers than questions you asked.
Jan Nooitgedagt
executiveRight. The lady at the back, please.
Unknown Shareholder
shareholderChairman, my name is Liz. I'm here on behalf of the Association of Investors for Sustainable Development, VBDO. There are 2 topics that I would like to address. But before I do so, I would request you to answer the questions that were submitted in writing and to ask them in writing after the meetings because now I'd like to focus on specific questions here in my discussions with you and with the shareholders. The topic of working conditions is what I would like to discuss, working conditions in the supply chain. On a number of occasions, people referred to working conditions, the self-employed workers, the flexible workers are a representative of the -- VEB Stockholders' Association said this is a volatile business. But we think that the topics that we discuss as a VBDO that they could lead to more flexibility, more resilience towards the future. Working conditions. One aspect thereof. The first question is indeed about the fact that you said that you want to put some of your delivery workers on your payroll. The way that is if we understood this correctly, but I think you confirmed as much just now. Could you tell us a bit more about this when you expect to have half of the self-employed delivery workers on your payroll because I don't think year was mentioned. It wasn't clear to us in any case. So we'd like some more clarity here. And also the reorganization, the restructuring pertaining to that. Will that affect these people who do the delivery, you want to put them on your payroll, but in part, you're also going to take leave of these people. So there's a bit of confusion here that we would like to clarify. And another question now about the working condition as such. This is a human rights risk, and it's positive to read that you intend to establish KPIs, key performance indicators, in the field of working conditions for your own staff. And if we look at the supply chain and also the self-employed delivery workers we'd like to hear from you, what your intentions are, what your plans are? Are you going to roll out the KPIs across the supply chain? The third question I would like to raise is a relatively new topic. And I must say, it's the first time that the VBDO is raising this question in the shareholders' meetings that it attends. Lobbying, lobbying has quite a confusing shady connotation. And we read about it in the press. For instance, in the whole debate on nitrogen, there might have been quite a bit of lobbying, negative lobbying on the part of the farmers, AgriFood Association, all the issues [indiscernible] with the earthquake and the damages to real estate. And that has come up in the press. So I think it's important that you clarify this and that any lobbying you may engage in that be transparent and that we also understand what you're trying to achieve and that you do not contradict yourself? First of all, the first step in this process is to clarify the situation. In the annual report, we see that you've already taken the first step. You have mentioned the target groups that are active in terms of lobbying. That's the first step towards transparency. We would urge you to take a follow-up step and to check where the groups that you're working with in terms of climate and working conditions, et cetera, are actually saying the same thing that you defend?
Jan Nooitgedagt
executiveHerna?
Herna Verhagen
executiveYes, as we said earlier, we will also answer the other questions that you submitted in writing. First question about the number of parcel delivery workers and how many will be taking on our payroll? We haven't fixed a date yet or a year, and that has got to do with the tight labor market. Of course, we have to find the right people. We've made progress in 4 months' time, and that I think is quite hopeful because we see that the percentage is increasing. We hope to be able to expand that in 2023. But I do think that this will take a couple of years in order to achieve the 50% workers on our payroll. And the second question, I think that I more or less touched upon this when I responded to the earlier question. We work with self-employed delivery workers, who we've been working with for years, and this is a transition that we want to do properly. So we want to balance matters and a market that is not growing, and this is a market that we're facing this year. It's going to be more difficult than in a growing market. So we are absolutely committed to the goal as such. And I think that the progress we've been making so far is very helpful, and we will constantly continue to report on this. 200 to 300 FTEs and these are indirect employees. And these are not parcel delivery workers. So it's not that we are putting people on our payroll 1 month and then saying goodbye to them next month. This is -- this concerns account managers, people working in the back office. These are more people with indirect responsibilities. Second question, concerns human rights and KPIs. Well, in 2023, we will further detail the specific risks and the subtopics that we identify. And this has got to do with working conditions, but also has to do with diversity and inclusion. We already reported a great deal about that. It's also got to do with that. It's got to do with privacy, it's got to do with data, and it's also got to do with gender pay gap analysis that we will be carrying out in 2023. We don't have that yet, but we are going to do the analysis this year. And so that way, we'll be able to provide more details about equal pay for equal work, but also the gender pay gap should it exist. We'll be doing that for our own staff, our own organization. And as far as our delivery workers are concerned, in our own organization, we have 42,000 people on the payroll. And I'm talking about 99,000 people that in our own organization, 3,000 to 4,000 people work for us via these entrepreneurs -- these delivery entrepreneurs. And there, of course, it's important to secure the same important human rights. One of the ways of doing this is by means of PayChecked. And this is a certificate and acknowledged certificate in the industry for transport workers and parcel delivery workers so that you can actually check the payment conditions and working conditions. And we've agreed with our suppliers that they pay in accordance with the CLA for the industry that includes requirements concerning pay remuneration, working extra hours, but also aspects that have much more to do with working conditions. And we're also engaging with industry organizations, such as EVO and TLN in order to make sure -- in order to see whether we can expand this certificate to see whether it could also cover other aspects and not only the aspects of working conditions and payments so to have more control. So that is indeed something that we very much want to organize, and we prefer to do so with the industry, because that way, we would have a level playing field, which would be very important. The question is about lobbying. Well, transparency we've taken a baby step in the annual report, and you're referring to that. CSAD is also going to impose new rules in terms of transparency. Concerning lobbying CSAD will be implemented fully in 2023, so that we can report in accordance. And that, of course, will also help to create this transparency and something else that we do. And we're also taking a very close look at the associations where members have lobby organizations, but you have more also organizations that are representing the industry more than anything else. And we're looking at how can we impose our values, all our ideas with respect to sustainability. Can you impose that on other organizations? Or do you have to find other ways of doing that? I don't have an immediate answer to that question. But we do acknowledge it as an important topic because on the one hand, we have to think long and hard about how to acquire the knowledge so that we know what all these organizations are doing in all different respects so that you can determine whether this is in line with what we want or whether we need to find a way to proceed with this. So we need to find out exactly what it is that they lobby for. Of course, we know that for the issues that are important to us, but they undoubtedly also do lobbying for other subjects and other topics. And one thing that I would like to emphasize in this respect is that there really is no possibility, not with the organizations that we are a member of, to get more influenced by paying more. Sometimes we pay contribution based on the number of people on our payroll, sometimes it's a fixed contribution, but it doesn't lead to a specific influence in terms of what it is that they lobby for. So as far as we're concerned, this is a very clear point of action to determine whether there's organizations act in line with what we consider to be important. And if not, what to do about it? And then an additional question. This is the last thing that I would say on this topic is that reporting on this in a detail where we don't think that the annual report is the place to report on that. So we're just looking at that and seeing how we can do that. So that is something we will tackle this year.
Unknown Shareholder
shareholderCan I respond to these answers?
Jan Nooitgedagt
executiveAre you satisfied with the answers? Otherwise, we'll be discussing this until the [indiscernible] come home.
Unknown Shareholder
shareholderWell, in any case, I wanted to express my gratitude, and I see some loopholes to the future. My first question is, have you specifically plotted the path when and whether you do indeed to have half of those parcel deliveries employed? I see the challenges. But have you set yourself a date that you hope to accomplish? And I believe that would be responsible for the parcel deliveries themselves as well.
Herna Verhagen
executiveWell, I've answered with respect to the actual facts. We have not set a firm date. But each year, we try to do a very best to accomplish that. And an increase of 4% employees within 4 months is a good sign to me. Well, we'll stay on top of that, and thank you for your other views of the future.
Jan Nooitgedagt
executiveAnd that other gentleman in front here.
Unknown Shareholder
shareholderI'm Mr. [indiscernible] from Amsterdam. I have 3 questions. In 2022, PostNL's costs increased. One is obviously fuel. I was wondering whether you have a hedge strategy to mitigate fuel costs? My second question concerns the new electrification of your company vehicles since the cost of energy is rising. Does PostNL have a fixed agreement or is it a flexible agreement as for -- is it for everybody for utilities? And can you also tell me about PostNL Belgium because of the previous AGM that was an important topic. And now 1 year down the road, we're not hearing as much about that.
Jan Nooitgedagt
executiveThose are clear questions. Pim, would you like to start?
P. Berendsen
executiveI'll answer the first 2. Well, it all relates to how we procure energy or fuel. Regarding fuel, we took a careful look, given the highly volatile diesel markets, would it be possible to hedge that properly? And we concluded that, that would be a great challenge. And we spoke with some important suppliers. So we do have some good procurement agreements. But true hedging on fuel, we couldn't accomplish that at something -- at anything that I felt would benefit our P&L statement. Energy is a different matter because we have a consultant who advises on procuring multiyear energy supply depending on our need and all our depots. So we were protected from the soaring energy costs, thanks to permanent contracts, which didn't all expire at the same point, but reflected a graduated scale. And we managed to avert the most serious impact of rising energy costs, and we'll continue procuring that way. So those are your 2 answers.
Herna Verhagen
executiveAs for Belgium, you didn't hear much about that today because, in fact, very little has happened. The court case is pending, and there is certain point was continued or postponed by the court. So we'll have to see when the next date is. And in the meantime, like last year, we've taken great many measures and have tightened our controls and checks and balances to ensure that we're in full compliance, and we'll continue to do that. So the different insights between us and like the legislator concerns, responsibilities of employer versus principal, but the court case has been postponed and we're waiting to see what will happen next.
Jan Nooitgedagt
executiveThank you. There the lady wearing the orange vest.
Unknown Shareholder
shareholderOkay. Yes, I'm recognizable because I was present last year as well. I'm [indiscernible]. I'm a post deliver, I'm one of the 15,000 employed in the Netherlands for PostNL. And I'm here as a shareholder on behalf of FNV. FNV holds shares in PostNL, and I'm present in that capacity to ask a few questions following up on last year when I talked about living wage. I don't see much improvement there for the 15,000 who still make about EUR 12 an hour on their payslip. And the CLA negotiations have brought little improvement. Increasingly, my coworkers and I need to subsist from living wage topped up by government support consisting of a grant toward rent. What does a firm such as you do about that? Last year, I asked a question as to the difference percentage-wise of what Board members seated at the table what their hourly fee is and those who are paid the least, which may not be that interesting for the VEB or for other shareholders. But I do believe that for social responsibility, that question matters greatly, especially at the present juncture. I would say, act responsibly, including the Supervisory Board. And after this, I'll give the floor to my fellow FNV member, this was just 1 question. He has 2 more. And he'll have the 2 more questions.
Unknown Shareholder
shareholderMr. Chair, we're trying to do this efficiently. I'm Frank Janssen, and I work for the FNV Trade Union Federation and party at the negotiating table as well as being a shareholder of PostNL. We are very open about that so that we can engage with each other here before elaborating on that. Somebody said that PostNL is being held hostage by trade unions. As for treating each other with respect, we each have a role to play in society and trade unions do not hold anybody hostage because then we wouldn't be seated here in this room. So that's a point of record. Mr. Chair, as for maximum 3 questions, we want to exercise our maximum speaking right and whether we'll make do with 3 questions, depends on your response. That said, as the FNV, we consider the corporate ESG policy, and we have our own ESG policy. And that ESG policy in practice has a certain significance. Thanks to Suzanne. We know that some of our coworkers are unable to subsist from their wages. So that's why she highlighted the living wage, but Suzanne is not alone. A great many employees at PostNL and at other companies cannot subsist from the wages they are paid. They rely on grants toward the rent grants. And then there's also the issue with the precarious work. From that perspective, as a shareholder, we have several questions. But before I get to those questions, please note that because we were other hats of the trade union, all that information that's shared with the trade union is not an issue today and is not being contributed to the discussion. I see you nodding. I think that, that would be appropriate. As for ESG policy, on Pages 22 and 23 in the annual report, I see reference to the ILO fundamental statement of principles and rights at work, and PostNL would like to respect this declaration. In addition, PostNL subscribed to guiding principles on business and human rights in Union Global Compact. It might lead shareholders to arrive to the barricades, but I am not going to step on to the barricades for a simple reason. By subscribing to this convention, PostNL is, in fact, saying that it will implement the universal charter on human rights of the UN and living wage pertains to that. So earning a living wage is part of that charter. That means a living wage without support measures from the government. I'll get to that in a moment. That's why this morning and this afternoon, FNV shop stewards spent their lunch by distributing biscuit crumbs. At no point did I feel threatened as a shareholder, but I believe the police showed up because PostNL rang the police. Okay. Aside from that, my first question is how does PostNL check in the Netherlands, whether the people working for PostNL and other group companies, whether they can subsist from that salary if they work full time without receiving government support and would thereby receive a living wage from PostNL? I can think of the same question along the chain, but I'll put that on hold because I'll assume that you'll provide that answer as well. Given the high inflation and the diminishing purchasing power of employees, how will PostNL in the Netherlands ensure that all employees that work full time receive a living wage in keeping with your own ESG policy and underlying principles? And we can also ask those questions in reference to other countries down the chain. I keep hearing the same question about living wage. Yes, it's about living wage, but it's not -- they're not all the same questions. Do you check this or you're going to answer that? And if you don't check this, how will you ensure in practice that you are in compliance? Next on Page 22, we also read that you identified 4 risks relating to human rights such as working conditions and fair compensation. And that caught my attention because what does PostNL see as their wages? And how does that relate to your own ESG policy? I have a second topic about the employees that have been discussed at length so far. But pragmatically, let's start with the ESG policy and the living wage. Thank you.
Jan Nooitgedagt
executiveHerna?
Herna Verhagen
executiveI'll get to work there. First, calling the police at the strike. I can check, but I can't imagine that we did that because, in fact, we never did that. And that was said last year when we were at that other hotel, it wasn't us. It was the hotel that did that. I just wanted to get that on the record. Now if you look at the CLA for post deliverers and those who work Saturdays and the other postal employees, those are the 3 CLAs that we concluded last year. And in the CLA for postal delivers, there was a pay increase of 2 times 4%. And the CLA for other staff, it was 2 times 4.5%. The CLA for postal deliveries has been reached with BPV, CNV and FNV Union Confederations and for other employees was reached with BPP and CNV. So we work according to CLAs agreed with trade union confederations. Next, in our postal company delivering the post is a part-time job. So people work 10 to 15 hours a week on average for us. Unfortunately, that also means that by working as a postal delivery 10 to 15 hours a week, you don't earn an income that enables you to support a standard household. It doesn't generate the income that you would have if you worked full time. A few years ago, at PostNL, we tried to expand our contracts to 25 hours to give people the opportunity to earn more money by working more hours. But we see that many mail deliverers don't feel any need for that. So we're not seeing a lot of zeal among our employees to work more hours. Now thinking at that work security, and that's what we communicated last summer, we've indicated that we've offered permanent employment to all postal deliveries, which means that from the day that people join us, they can receive a fixed employment contract for an indefinite period. And the ILO declaration and the declaration on human rights that we ratify, we do implement those regarding working conditions and standards of working conditions. We perform audits and checks to ensure that we meet all those requirements. And as for a living wage, that is a broad definition. And that's what we negotiate with the trade unions that wages now just over EUR 12 hourly, and I'm sure that will change when the Minimum Wage Act is amended. And that's what we're discussing with the trade unions and then we implement the CLAs according to the agreement.
Unknown Shareholder
shareholderBut that was not actually my question. And I understand that you're saying if somebody works part-time, then given EUR 12, then by definition, they're relying on government measures. But the reason I'm specifically mentioning this and you can do the numbers about 12 years, even if somebody were to work at PostNL full time, they would still have to rely on government support, and that is not a living wage. In that case, it's that simple. And that's how I'm explaining this based on ESG policy. I'm not representing what my coworkers negotiated. I'm here as a shareholder. There's ESG policy and you're supposed to compensate accordingly. That's what my question is about the fact that the CLA agreement that's all very well and good, but that's not what I'm representing. I wasn't part of the negotiating table. I'm explicitly asking this as a shareholder wearing that hat. So your answer, in my view, is not sufficient. Perhaps I could receive a more detailed written response because I know that we put you on the spot. And I don't think we'll be able to resolve this in this forum.
Herna Verhagen
executiveWell, a CLA is something that you agree with the trade union confederation that's the FNV for us. And you are representing the FNV. That's how I view this -- as for -- how you define living wage, you can differ on what the definition is. But our definition is what we agree with the trade union confederations. They're well respected in the Netherlands. And that's the foundation that we assume. And of course, we could reply in writing. Our HR Director will certainly take that on board. But that's -- that will guide our reply. That's clear.
Unknown Shareholder
shareholderIn my final reaction, I'll get back to you on that. As for the other topic, something is already said about parcel deliveries. And the question as to when those people will receive fixed employment and so on. But in fact, you have announced that over time, you want to choose with transition from about 2,000 to about 6,000 people. And many of us may think that will happen before you know it, but in fact, it will take years. And the employer representative VNO and CW some of you were also members of that, and you were featured in one of their articles on their website. together with the trade unions in the social economic they drafted an advice and the government will be embracing that advice, and there will be legislation. But as for corporate social responsibility, the question is we have issued an opinion together. And the main question is when will PostNL implement that advisory opinion? Will you be waiting until the government provides the final regulation? Or will we implement the fact that we agreed in the MLT advice, various things, including fixed employment. So regular work will turn into permanent fixed employment by the employers. So in this case, PostNL is the employer, not with subcontractors or whatever, you would like to call them. And we have also agreed or in any case, advised not to compete in terms of contract formats. So that means that you would introduce only one contract. That said, when will PostNL implement this or does PostNL simply disagree without advice. So the main question is when will PostNL follow-up on that advisory opinion. And if so, how, if not, why not? I will give you a brief answer. But then we need to move on. Employees who join us, receive permanent employment contract. That's one. Two, the employees that we recruit for parcels -- as parcel deliveries are new employees so the expectation of quickly with new employees seems at odds and I don't really understand that no competition on labor on the market for transport and parcels. We strongly support that. And that simply means that socially, in our view, we've set the right example by doing what we consider to be important to more people with permanent employment, large contracts for larger amounts of time where people wanted as per delivery entrepreneurs that have sufficient scale and pay the deliveries properly. We check their paychecks and our delivery people are also working for them and are paid according to the CLA. In this case, CLA that's been agreed with the Dutch Train Union confederations. So where we do have influence. That's what we do ourselves. We comply with the advisory opinion and were part of VNO and NCW. You've asked so many questions you're not making do with 3. I'm not going to ask question with very brief reply. We can be of different opinions, but I would like you to engage in talks with us in the near future to discuss this because if -- when you say that many people work for affiliated companies that work for you, that's an entirely different interpretation of the MLT advisory opinion. The same holds true for the living wage. Let's not argue please come and talk with the FNV about these 2 topics in greater detail.
Unknown Attendee
attendeeI have one comment. We are already in constant consultation. I spoke with your fellow FNV members last week. So we have accepted that information and the conversations are ongoing.
Unknown Executive
executiveOkay. Next question, please.
Unknown Shareholder
shareholderI am a Mr. Decker, I am a miniature shareholder and speaking only on my behalf. I have 2 specific questions for the auditor, the question about Belgium has now been answered, my first question to the auditor concerns. The corporate -- excuse me, the group financial statements versus the corporate financial statements. I made a remark a few years ago that there's a dichotomy that has -- is less than it was, but it's still unusual in the Netherlands in terms of how the assets are depicted here in your first year as an auditor. How do you feel about this development because ordinarily, the consolidated balance sheet is related to the corporate balance sheet. And I'm asking this because unfortunately, the results seem to be declining at this point. So that means that you need to consider certain capitalized elements more carefully. So that's a specific question for auditor. My second question is entirely different. Of course, new rules are pending. You've seen to have a mixed opinion about that, those new rules and the first year seems to be a bit of a trial year, but that mainly concerns what I would say, nonfinancial matters that increasingly wind up within the scope of the auditor and the expertise of the auditor would appear to be focused mainly on figures, which are easier to audit than qualitative aspects of operations. So I hear that the first year is often very difficult when you're transitioning from one audit to another, and it can -- You can return to business as usual in '23 and '24, but how does the auditor feel about the new rules for large firms, which may become very tricky. So how do you see this from auditor circles? Are you ever thinking this is going to be tricky, we're not really used to this.
Unknown Executive
executiveThose are excellent questions, [indiscernible] can you provide an adequate answer. The first question concerned the difference between consolidated group equity with the corporate group and the second is how you feel about the financials as an auditor well, very briefly, combination for, which is applied is simply accepted by loss. So in the practice, we see combination 3 in which equity is consolidated according to the corporate equity, but we often see this, and we've taken this on board in our audit so that I believe answers question one. It's how you define it because if there goodwill configure very prominently depending on how you define it. And when I mentioned declining results, goodwill did not really figure in your presentation. This concerns the assessment of participations in the corporate financial statements because that's what you need to audit. And it says, that's one of the highlights of our audit. As for question 2, yes. That's also new for the auditors in that for quite a while, we have been auditing nonfinancial information at companies. So companies have to get used to that, and we do notice that generally. It's work in progress, and we're evolving together with the companies that we audit. But when we issue our opinion, then we subscribe to that and we audit according to the applicable rules. Does that satisfy the person who asked the question, and Mr. Chairman says, Yes, I believe it does. I believe so, too. Are there any other questions?
Unknown Attendee
attendeeYes I have a question based on the show radar. Where there was a misperception about -- misperception was identified about registered post not only about registered post that arrives in your mailbox, but often, the KR -- the QR code is often missing. And when you receive it for the neighbors that was missing for several days and it turned out it was a student at one of the schools. And I ran at the school, and I said that I have a piece of post and ultimately, those people did not receive the notification or overlooked it because those QR codes were missing. So I open the -- now I make those codes myself that Parcel for #50 can be vetted to #25, but that's not what I'm supposed to do. And this one worked out. I remarked off, Mike Interpreter apologizes.
Unknown Executive
executiveAre you telling a story or asking a question?
Unknown Shareholder
shareholderThis is actually a question. Too many things go wrong with the parcel delivers and those parties deriving registered items. And what are you going to do about those? Because those QR cards are very important including with the registered items because I have to check in 4 different places, whether it's something sent by register post to me got lost and I'm not alone because later has confirmed that the system isn't working out as it should. Could you please answer that?
Unknown Executive
executiveAbsolutely. I was waiting in suspense for questions 2 and 3. Registered post. This is serious. The smile is disappearing from my face. We also mentioned on the radar show that things are not that they should be. We do meet quality standards for registered post delivered for the government, but we believe that our process is not good enough. This is not because of the quality of parcel delivery because that's approximately 98%. That is our quality standard, but it's largely because if you receive a registered item, somebody has to sign for it on the doorstep often it does work out, but sometimes it does not. So we're taking measures to see what we can do to ensure that -- well, partly, this is about discipline during COVID. deliveries. We're not allowed to request that signature due to the fear of contagion and the discipline about requesting the signature in all cases, is difficult to achieve. So we're trying to see where it's not working out and where the complaints are commonplace. As for the note, we missed you. We've abolished that and we compensate for that by sending an app. When if we know that people don't have that app, they'll receive physical notification. But basically, even if we meet certain quality standards imposed on us, we're not satisfied about the delivery registered items, and we're taking action accordingly. So I receive a notice that a registered item has been presented or does the sender have to send me that notification. No, we do. Both -- no PostNL does. PostNL is required to notify you that you were not present to receive a registered item. So it's not the sender.
Unknown Shareholder
shareholderOkay. So it's not working out, but you're on top of that. Okay. We'll wait and see what happens next year. And I'll give you a year to make amends unless there's a meeting before that. Thank you.
Operator
operatorI think it's Mr. Freight, right.
Unknown Executive
executiveGood afternoon. My name is Robert [indiscernible]. We connect you, Public Affairs and Investor Relations. I'm pleased that you are dealing with everybody in such a respectful way. This demonstration here outside was nice. It was musical and it really befits our democracy. And you are dealing very respectfully here in the room with all sorts of topics. And I think living wage, a decent wage is very important to everybody. There's someone here at the table who knows a lot about this, and that's Mr. Melkert and perhaps he can support this process a bit more. We have full confidence in you in view of your background. What else? Last year, I highlighted that PostNL perhaps could do a bit more in terms of sponsoring, marketing, communication, PI, hardly see PostNL. Well, it wasn't necessary. What do we see? All of a sudden, DHL is sponsoring all these important female sports, football, hockey, handball -- volleyball, PostNL could have done that, that would have been very cost efficient. And they also advertise with co-play on television. And so I think it would be great if PostNL would do more in that respect. And furthermore, sustainability. That's question one.
Unknown Shareholder
shareholderYes, yes, yes. That was my first question, marketing communications, so and so forth.
Unknown Executive
executiveYou're very good at listening. Now sustainability. These Dow Jones Sustainability Index, PostNL ranks third. And now we hear about living wages. ABP pension funds investing EUR 500 billion worldwide, only EUR 20 billion in the Netherlands. So if ABP would invest much more in PostNL, it would be much more easier for PostNL to offer the staff living wage.
Unknown Shareholder
shareholderQuestion 3 as says the Chairman.
Unknown Executive
executiveWell, no, no, no. Just a bit more about sustainability. It would be great. beef, 1 kilo cost 25 kilos of cattle feed, and it's very easy to make it sustainable by offering vegetarian meals in the staff restaurant. And that's easy to do. And forest, forest for PostNL in the Netherlands or perhaps also in other continents, that would be great because the more forest we have in the world, the more we can cool down and the better we do in terms of the climate.
Unknown Attendee
attendeeYou can do EUR 1 million in the first year and then you can expand your forest. So those are my questions.
Unknown Executive
executiveThank you. First question is about marketing and sponsoring. For not a lot of money. And it costs a couple of million a year, I mean, that is quite a substantial amount of money. sponsoring co-play. I don't know how much that cost but I would say that there would be a multiple. Furthermore, and as far as I'm concerned, that is even more important. We have said that we provide sponsoring for charities, charities that do something in terms of engaging with population in the Netherlands. We have set up PostNL foundation. Now what does that do? We work for children. Children, for instance, whose parents don't have enough money to organize a birthday party. We help on Christmas cards and also the parcel lockers that we're placing in the living rooms of the organizations that cater for the poor. So we do response. So this is a different kind of marketing, but our marketing is more focused on creating special moments. And the second question, yes, we're #3 in this Dow Jones Sustainability Index. Well, we're very proud of that. And we're working very hard at maintaining our ranking and the question about the ABP pension fund and whether they invest more than PostNL and what that means, I can't honestly answer that question as far as I know ABP has not invested in PostNL in any case, not in a percentage that we would identify. And as far as vegetarian meals are concerned, I think that's everybody's own decision. That's one thing. And what we do have in our staff restaurants, is a health certificate. And that means that we are doing a lot in terms of healthy food. But then again, it is people's own individual choice as to whether or not they want to eat, meat or fish or whatever. Forest, the PostNL forest. Actually, this dovetails with the debate that we've had. As you know, we are doing as much as possible to make the supply chain greener and to reduce footprint and the last mile to make sure that the last mile delivery is also net 0. We're offsetting it for as long as we can't achieve that. But we're looking at the different methods see what the best methods are that the plants can benefit from. So we are looking at alternatives. Whether it be planting trees or other ways that help us deal with the remaining carbon dioxide emissions, then just simply purchasing certificates even with the best qualification. So we are indeed looking for better ways of doing this. And someone in the course of this year, we'll be able to tell you more about it. Mr. Vanderbos, you've raised your hands on a number of occasions.
Unknown Attendee
attendeeWell, my name is indeed Vanderbos, which means from the forest. So I'm not -- I don't live in a forest, but I have one comment. With respect to both the gentlemen of the trade union said. First of all, let me ask some questions. The management letters, the number of items that came up is that number higher or lower than last year? And the weighting, is there a difference there in the issues that were addressed in the management letter. And since environment is so important. Hydrogen trucks, are you still -- are you already working on hydrogen as a fuel and now my point with respect to what the FNV gentleman said. When I said, hijacked or take hostage, what I meant the degree of membership at PostNL division. Of course, there are hardly any members of the union working for banks. And my other point is...
Unknown Analyst
analystNo, no, you had just one question you said.
Unknown Attendee
attendeeNo, no, I have more to say. If the FNV starts crying wolf that they want a 15% wage increase. You've got to be realistic. And when I say realistic, I mean taking into account what the state of play is if a company, a company such as PostNL is a company that, unfortunately, is in the margin in terms of operating profit. And of course, banks have much higher margins. Now if they come up with higher claims there, I would say fine. But another point is that I sent an e-mail to co-work the FNV gentlemen. And I also send a copy to Ewout de Wit. And I also sent an e-mail to Mr.Melkert. And this in connection with hospitals. I'm an activist shareholder, but I'm a realistic one.
Unknown Executive
executiveThank you for that. That the demands of the FNV trade union are excessive. And unfortunately, PostNL cannot cast that up. Thank you, Mr. Chairman. I don't think this is a discussion we should have here. This is not the time and the place.
Unknown Executive
executiveI agree with you, and this is something we should discuss in Parliament. Okay. We'll keep this meeting constructive. 2 questions. I must be strict here. I'm sure you can answer those questions. Thank you.
Unknown Executive
executiveThe questions. I think the first question was about the management letter and the number of items. We have a couple of new matters as new auditor. Of course, we have new insights. So we've highlighted new things. It's important to point out that there are no significant observations in the management letter. No controlled deficiencies as we say. As I pointed out in the document I've made, I said that there are particularly matters of optimization and documentation. So that as far as that is concerned in a number of management issues. Yes, there are other management issues that we were addressing that came up under the previous accountant and the lorries in 2022 -- '21, '22, many of our diesel lorries were transferred to HVO100. And that means that they reduced their carbon dioxide emissions by 90%. So a large part of our lorrie fleet has been made sustainable already. We are proceeding with that. We've done our first text with electrical -- electrical lorries, but not with hydrogen lorries. So we are talking to the industry on an ongoing basis whenever they are new launches, new introductions, we are checking to see whether that would work in our company. I need to emphasize, however, that we've already carried out most of the work by using HVO100 for those lorries and making our fleet much more sustainable. The gentleman at the back with the red tie.
Unknown Attendee
attendeeThank you. My name is Brent, and I would like to thank the 2 speakers next to you for their presentations. And I do have a question for them. How can I explain that Germany and Belgium are in the same situation in terms of inflation in Ukraine and that the German post organizations, share price hasn't dropped and our share price has dropped so considerably. That's one thing. This is just a comment. And then second, I have a question. And would it be possible that the next meeting that we hold, that we make a list of different topics and everybody can register as to who wants to take the floor about a certain topic in the room so that we can proceed in a structured way.
Unknown Executive
executiveChairman about DHL and Bpost.
Unknown Executive
executiveYes, you're quite right in asking this question. And if you look at the capital market and the perspective, these are relevant players and we do consider them to be peers. DHL and Deutsche Post, their portfolio, the nature of their services is much broader than ours. They're about 10 to 15x our size, but there are also parts that businesses that deal with freight forwarding and they benefited from higher container prices, transport costs. And this is a business that we simply don't have. And this global scale that they operate on, and they can actually compete given the market position that they have. Bpost is a different market, different country, 51% is held by development state with a net cost arrangements, compensation for the distribution of customer contracts. I'm sure you read about that over the past few days. So I think that this is much more difficult to compare with the market dynamics that we have here in PostNL. So with other implications in terms of capital market.
Unknown Shareholder
shareholderThank you, Pim. The other question, I'd like to take that on both every shareholders' meeting. We always assess things where there's room for improvement. We'll take that on board. The great thing about PostNL is that everybody knows anything there is everything there is to know about PostNL. Everybody is an expert. So well, I really need to push forward. Do you really have an urgent question because later on, I'm sure you'll be complaining this has taken too long. We still have so many things to deal with, and you can ask so many more questions. Comment off Mic. The interpreter apologizes.
Unknown Attendee
attendeeNo, no, you should not respond to each other. But I want to respond to what you said about living wage. I would have expected that you at the table would have said, but we are looking into one CLA for all employees, whether that would be an option because now as post deliver, you can only work 25 hours a week because you're only allowed to walk the streets for 5.5 hours. Otherwise, working conditions will become too tough. But there are people that have to take out a second contract as preparer. So in fact, you have 2 contracts with the same employer, which obviously is not what we want. That learn the fact that with a pension as a pension deliver, I don't have a pension with your pension fund. It's an insurance company.
Unknown Executive
executiveMadam, so as the Chairman, we'll take it on board. Are there any urgent questions, with this topic because the next topic, you can also ask questions, the Board report. So I take it that we have sufficiently dealt with this topic. Thank you for that. And now let's proceed to be the report of the Board of Management and adoption and this -- and the financial statements will be dealt with under Item 4. But now you can ask questions about the report of the Board of Management and the Supervisory Board and the financial statements. And the remuneration rather will be discussed later on separately. I'll be giving the floor to my colleagues. So do you have any questions for agenda Item 2b. If you have no other questions. No further questions, you can say so as well. Right.
Unknown Attendee
attendeeOne question, because I wasn't completely aware of the situation. In terms of buildings and offices we have this energy system, certification system, ABC, all the properties can you confirm that you have -- do they have energy label C or higher? Or is there something that you need to invest here? You may have a property with energy label below C, but you might intend to divest it anyways.
Unknown Executive
executiveYes, I can try to answer that. A couple of weeks ago, we shared our green bond framework. And as you know, one of the outstanding bonds is agreeing one with the framework in which we point out how we use the proceeds. And you will see that this past year, I believe, 16 of the top of my head, buildings of our main depots have been certified with the best possible certificate, the pre- gold standard certificate. That means that these buildings have been optimally made sustainable and so yes, that is our aim to make sure that all the buildings that we have, that we own that they have that same standard to comply with that same standard. And of course, those buildings that we're still building. They don't have such a certificate yet, but all these buildings that look the same all are depots, parcel depots have the same layout, they look the same. And so they all comply with the same standards. Yes. A question, please. Go ahead.
Unknown Shareholder
shareholderThank you, Chairman. My name is Stephen . We've been talking about these sorting centers by coincidence, there's -- I am -- or there's someone who is a shareholder in Montea and they purchased 2 sorting centers from PostNL last year. I asked questions about that. And the answer I was given was that PostNL wanted to leave [ Dembos ]. I'd like to hear from you how what you have to say about this, this happened a month after the AGM. Because as you said, we're going to keep things as they are. We're comfortable with it now. And then it turns out that a new owner says that PostNL is about to leave. [ Mr. Hoencamp ] in his presentation, talked about sale and lease back and nonstrategic buildings were sold and then leased back and of course, there are deadlines to these leasing contracts that applies to [ Dembos ] and also to other buildings, and you can always extend these leases.
Unknown Executive
executiveSo what you do is in the business, you need to assess whether this is the point in time in which we could reduce the number of sites from which we work or has the time not yet come because our volume decline isn't as steep as we thought or whatever, and then you can extend your rental period. So we haven't yet taken that decision, and we are not going to take such a decision in the time being. At some point in time, we will have to decide whether or not to extend these leased contracts. But for now, we're going to continue to work with the buildings that we have, and there are no plans to make any changes.
Unknown Shareholder
shareholderBut how can they -- at Montea say that PostNL is going to leave [ Dembos ]. They can't say that says Mr. [indiscernible] because they are rental contracts. And these rental contracts have been set up in such a way, and we deliberately decided to do them -- that we can extend them. Why? Because you obviously don't know how the world will change and what the implications could be for our infrastructure. So they cannot say what they said.
Unknown Executive
executiveIf at some point, we would consider to leave, we will rescind the contract or we will decide to extend the contract. These are decisions to be made in the future. But as I just pointed out, for the time being, we will continue to operate as we are operating right now.
Unknown Executive
executiveThank you, Chairman. I'm looking around and so there are no further questions, and this item of the agenda has been discussed sufficiently. Let us proceed to Item 3 of the agenda, which is remuneration and more specifically, Agenda Item 3A, which is the discussion of the remuneration report. Since 2020, the remuneration report is put to you on an annual basis by way of advisory vote and the remuneration report for the financial year 2022 can be found in Chapter 15 of the management report. I'd like to give the floor to Ad Melkert, the Chair of our Remuneration Committee to explain the remuneration report Ad.
A. P. Melkert
executiveWell, as we pointed out, the remuneration report for 2022 will be put to you by wave an advisory vote. But before we proceed to the vote proper, I'd like to point out that both remuneration of the Board of Management in 2022 and the remuneration of the Supervisory Board in 2022 are in line with the policy concerned, respectively, 2022 and 2020 they've been -- these policies have been adopted in the shareholders' meetings. In this context, it's good to highlight that at previous shareholders' meetings, you adopted the remuneration report for 2021 with a majority of 99.54% following up on this and with representatives of several stakeholders, we talk to them and we ask them for input regarding the annual -- the report, the remuneration report for 2022, and this has not led to any adjustments to the remuneration report. The year 2022 was a year in which PostNL had to navigate a rapidly changing world in which the circumstances were considerably turbulent. The global macroeconomic and geopolitical conditions were very tough with record inflation and consumer trust that hit rock bottom. PostNL adjusted its network constantly in order to secure services to the customer at the same time. PostNL is moving towards a future-proof organization in order to be able to anticipate even quicker and better on developments in the field of digitization, innovation and sustainability. And despite the rapidly changing and turbulent market conditions and the tight labor market, PostNL has entered into new CLAs for all employees of PostNL and has adjusted the pension plan so that the pensions of employees and former employees could be subjected to indexation. You will find the remuneration report for the financial year 2022 on Pages 116 to 129 of the annual report. On Page 123 you will see the overall remuneration of the Board of Management for 2022, which is lower as compared to 2021. And this has caused, first of all, by the fact that there's no short-term variable incentive for 2022 and second, a lower long-term incentive that has vested in 2022 as compared to the value of the LTI that was divested in 2021. And then finally, specifically for the CEO lower pension costs in 2022. So that concludes my contribution. Thank you, at we will now proceed to answer questions. As far as I know, we have not received any questions from the chart in the virtual meetings. Are there any questions here in the room? No. before, let me just say, I need to read out to you. Before you cast over. Before we proceed to the vote, I can inform you that from the list of attendees, we know that along with the shareholders that are attending this meeting digitally, 971 shareholders are present or represented at the meeting. And together, they're entitled to cost 193,908,031 votes, which means that 39.77% of the issued share capital is represented here today. And the proxies and voting instructions given to our civil law notary, 34.7% of the represented capital. And with that, you are going to explain the voting system to us. Good afternoon. we're using the same voting system as last year because of a slight delay on the webcast. The option to vote remains active throughout the meeting, and we will present the slide at the end of the meeting. So you can vote throughout the meeting on all items on the agenda. You will also have the opportunity to vote straight away on all items. You can also wait to cast your vote until that item on the agenda has been addressed. For those in the audience, you can use your smartphone or tablet or the device you received upon entering to vote and you received a meeting code when you entered. If you log on, you will be able to cast your vote via the app, you can vote in favor or against or abstain. And for participants online, you've logged on by the ABN AMRO system and can, therefore, cast your vote on all items. You can modify your selection until the Chair closes the vote at the end of the meeting when your final choice will count. That's why we will be disclosing the results of the vote only at the end. As soon as the opportunity to vote has been closed at the end of the meeting, we will depict the results of the vote on the screen for each agenda item based on the votes cast by you during the meeting and based on any written or electronic proxies. I'll hand you back to the chairman now.
Unknown Executive
executiveThank you, Ewout. Please cast your vote now regarding the remuneration report for 2022. Now on to Agenda item 4, adoption of the financial statements for 2022. You will find them in our report from the Board of Management from Page 141. As stated previously, the financial statements were audited by KPMG. The auditor's opinion appears from Page 250 of the annual report. Now we will take any questions that those present may have or that are submitted via the chat. Are there any questions about this agenda item. If no additional questions remain, then I ascertain that the financial statements in the annual report have been interested in sufficient detail. Please note that you can now cast your vote and consult the agenda about the adoption of the financial statements for the 2022 financial year. Now the dividend and the dividend policy. The dividend policy of PostNL pursuant to the Dutch Corporate Governance code these guidelines are addressed and accounted for as a separate agenda item at this meeting. The dividend policy has not been amended with respect to the dividend policy as explained during the shareholders' meeting last year. The highlights of the dividend policy are. Dividend distribution is conditional on being properly financed in according with PostNL's financial framework. The aim is to pay a dividend that developed substantially in line with operational performance payout ratio of around 70% to 90% of adjusted comprehensive income and shareholders are offered a choice to opt for cash to shares and the interim dividend is set at roughly 1/3 of dividend over the preceding year. Now on to agenda Item 5b, the appropriation of profit on the assumption that you have adopted the 2022 financial statements, we propose a dividend to be debited from the earnings from the 2022 financial year for shareholders equaling $0.16 per ordinary share, which equals a payout ratio of 85% of the adjusted total result of EUR 90 million. $0.14 has been distributed as an interim dividend in August 2022, resulting in a final dividend of $0.02 per share. Pursuant to the dividend policy, the dividend will be distributed in cash or in shares at the discretion of shareholders. This proposal includes the proposal to the general meeting to designate the Board of Management as authorized body with the approval of the Supervisory Board to issue a number of ordinary shares to the extent necessary to pay out the share dividend and to exclude the preemption rights in relation to this issue. The exact number of shares will understandably depend on the whether shareholders opt for dividend in shares or in cash. The technical details regarding the distribution appeared in the explanatory notes to this meeting in the press release issued on 27th February and 7th March of this year. Now on to answering any questions that the people present in the room have or submit by the chat have any -- are there any questions? No question via the chat? Yes, Mr. [indiscernible]
Unknown Shareholder
shareholderI would prefer less cash dividend to be issued and more to be invested in purchasing shares because the -- as a result, you won't have an inundation of shares and the years ahead, you have higher earnings per share, which I believe would benefit the company, but I say this every year. Take that on board 10? Do you have anything to say replying that regarding that?
Unknown Executive
executiveYes. I'll say something, but not because you say this every year, [ Mr. Fundamo, ] but given the balance sheet at the end of 2021. We did that because there was latitude to repurchase shares and the shareholders so that they appreciate being able to opt between a cash dividend or dividend and shares. And that's how we mitigate the dilution as a result of issuing shares, and that's why we accomplished that. We purchased a first tranche. And if the balance sheet allows Latitude for that -- we'll consider that with a leverage ratio debt versus EBITDA nearly to at the end of the year, we do not believe that this is the right time to do that again. So not at this time. Any other questions?
Unknown Shareholder
shareholderI'm Mr. [ Keyner from the VEB, ] very specifically. How do you avert cyclical repurchasing. So you purchase when there's some latitude on the balance sheet and then the share is very expensive. And then when the share price drops on the market, your balance sheet won't allow for that. How do you address that by continually checking what the best ways of financing the balance sheet?
Unknown Executive
executiveSo we'll see what the best ways are to refinance bonds issued and what capital employment we expect to be necessary for the business given our need to invest in competitiveness. And we also look ahead and we're going to be doing that this summer again when we describe a more long-term strategic perspective.
Unknown Shareholder
shareholderOkay. I hope I understand your question. I help you understand your reply properly. How do you ensure that your repurchasing of shares is anticyclical or do you say that's, by definition, Impossible, what I would like to, I'm not allowed to.
Unknown Executive
executiveWell, it's a function of the quality of the balance sheet and the capital allocation funnel that are part of the equity strategy PostNL. So first, we need to ensure that the business performance improves, the margins improve, and we expect that they'll do that. And when growth resumes that from there returns on investment capital and that will lead the balance sheet to improve. And then we can determine what the best allocation of that balance sheet is now very specifically for the third time, can you avert the issue that I just described when the share is not -- that issue is not, by definition, the same issue share price trends depend on the capital market, not only PostNL's underlying performance.
Unknown Shareholder
shareholderI'm Mr. Stevens from the SRB. Well, I'm not satisfied with that reply. There's also a question about the four 10s that we had on the 14th. There was a point that PostNL looked like it was going to thrive wouldn't it have been better to buy your time to see whether that would actually come about. I believe that you're using year-end 2021 as the definitive date when you decided to purchase -- to repurchase shares. But if you would have waited 3 months to see how the year would progress, then you might have decided not to repurchase.
Unknown Executive
executiveWell, we do everything for a reason by not taking rent decisions, we indicate explicitly how we'll use the balance sheet latitude. So investing in the business comes first at the end of 2021, we had 0.4% EBITDA on the balance sheet, which was significantly lower nor did we have any prospect of a better use. So there was reason to expect and in our view, justified expectation that 2022 would proceed as we predicted. And we were taken by surprise, as were many others that were broken out on February 24, leading to the effects that we discussed today. We did not see that coming. The decision was taken at that point in time, and we committed to that and notified you as shareholders that we would be doing that. So we carried that out. And nonetheless, we completed the year with a leverage ratio below to 0 because we took mitigating measures to correct that and by removing the EUR 45 million in costs from the chain by investing in working capital and by adapting to the changing market circumstances to remain within the contours of financial policy.
Unknown Shareholder
shareholderI do not really support repurchasing shares, to be honest. We would personally have preferred you to wait a bit longer. And we would have preferred that you'd take a more careful look because this item is not a steady business. It fluctuates depending on seasonal influences. And that's why I'm saying it would be better to have a bit more cash on hand and to see how you're doing if you continue to thrive, you can say, okay, now we're going to repurchase those shares. I don't believe that your consideration was entirely correct.
Unknown Executive
executiveThen we disagree. That's all I can say about that. Thank you very much for your question. I'm looking around the room. Are there any other questions? If not, then I would like to remind you that you may cast your vote on the appropriation of profit item in 5B. Next, I'm going to continue to the item discharge. Item 6 on the agenda, release from liability. So release from like the General Meeting of Shareholders is requested to release the members of the Board of Management and the Supervisory Board with performing their duties in the 2022 financial year. As the Supervisory Board, we believe that it's important to focus on realizing the strategy and creating sustainable long-term value to address the risks and opportunities PostNL. And in performing our duties as Supervisory Board, we discussed various matters with the Board of Management, including addressing the challenges of the current macroeconomic circumstances. And obviously, the situation in Belgium as one of the largest employers in the Netherlands, considerable attention is also devoted to the people work at and for PostNL and obviously, we addressed the results of Parcels, Mail and CBS and creating value for our shareholders. Other very important topics for PostNL that we regularly address our sustainability and digitalization and we assist the Board of Management in all of this supervise and advise as needed. As stated 2022 was a year of challenges and a disappointing one. As far as the results were concerned, the macroeconomic circumstances and the geopolitical arena caused high inflation and pressured labor costs leading to low consumer confidence and internal impacting consumer spending as Supervisory Board, we note that the Board of Management did its best to address the difficult circumstances where PostNL and the entire e-commerce market were operating. Considering the impact of the challenging macroeconomic circumstances since the end of February 2022, with an impact that became increasingly manifest over the course of the year, the Board of Management took swift and firm action to improve operational efficiency and maintain our financial leverage supporting the result trends in 2022 in addition to the efficiency measures taken, including reducing storage capacity and optimizing routes. Rates were adjusted to reflect the higher expenses, wherever possible. Measures were taken to mitigate the impact of the cost increases and to scale back capacity by reducing investments according to volumes and by strictly managing work capital -- working capital at the same time. Good progress is being made on important elements such as the digital transformation as well as sustainability. PostNL also make good progress in ESG, such as greater sustainability and concluding new CLAs while the digital transformation of PostNL watches ahead steadily also in 2022 PostNL completed the first-ever repurchase of 51 million shares and PostNL's pension scheme has been amended with an agreement that both employees, participants of the pension funds and PostNL benefit from. As such, the strategy is being implemented with consideration for the company's financial position, given the challenging circumstances. It's crucial that the Board of Management continues to invest under supervision of the Supervisory Board to reinforce our foundations and solidify our position in a dynamic and highly competitive market in 2023. We will continue to innovate our services and improve customer value in addition to various initiatives for efficiency improvement largely in Parcels. We also announced that we'd be reducing our overhead from 200 to 300 FTEs and we announced other measures to continue reducing indirect cost based on the growth trend in e-commerce over the long term, supported by fundamental growth indicators. We're fully confident about our strategy, the proactive approach of the PostNL management ensures a good starting position for PostNL to resume the e-commerce growth -- of course, the measures presented will carry over to improved results after 2023, and we'll receive additional support when the economic outlook improves. As Supervisory Board, we supervise the policy pursuit and try to encourage the Board of Management in its daily decision-making to guide the company through these difficult times. Now on to addressing agenda Item 6A and 6B. First, Agenda 6A. The general meeting of shareholders is asked to release the members of the Board of Management from liability for the duties they performed in 2022 to the extent clear from the Board report and the financial statements for financial year 2022 were conveyed to the General Meeting of Shareholders. In other ways, now I will answer questions from the audience and questions submitted via the chat. No questions were submitted via the chat. Are there any other questions about this agenda item? No. If there are no additional questions, let me remind you again that you may cast your vote regarding the proposal to release the members of the Board of Management of PostNL from liability. Next, releasing the supervisory from liability at agenda Item 6B, the General Meeting of Shareholders is also asked to release the members of the Supervisory Board from liability for the duties they performed in the 2022 financial year. As is clear from the report from the board and the financial statements concerning the 2022 financial year or disclosed to the general meeting of shareholders in other ways. Are there any questions about that? No? May I remind you to cast your vote regarding the proposal to grant the members of the Supervisory Board release from liability of the Supervisory Board members at PostNL. That takes us to agenda Item 7, the composition of the Supervisory Board. The first agenda item 7A, notification of vacancies on the Supervisory Board in keeping with 23, one of the Articles of Association, Supervisory Board comprised a least 3 members. The Supervisory Board determines the number of members on its own, Marike van Lier Lels will step down after the end of this Annual General Meeting and keeping with the scheduled rotation adopted by the Supervisory Board. Fortunately, Marike is sitting over there. She will be happy to accept a reappointment for a 4-year term and the Supervisory Board unanimously desires that we retain her on the Supervisory Board. I'll say more about that in a moment. In addition, following conversations conducted last year Visa equity investment, the Supervisory Board has decided to nominate Martin Plavec as an additional member of the Supervisory Board so that after the end of this meeting, the Supervisory Board of PostNL will comprise 8 members. And now on to agenda Item 7B. The General Meeting of Shareholders may recommend persons to the Supervisory Board to be nominated as member of the Supervisory Board will do observance of the relevant profile. We are not aware that the General Meeting of Shareholders wishes to take -- which is to exercise its authority to recommend candidates and has waived this authority, and we will continue with the next item on the agenda. That takes me to agenda Item 7C. Now that the general meeting of shareholders does not wish to nominate other persons. The Supervisory Board would like to nominate Martin Plavec as member of the Supervisory Board for a 4-year term and Marike van Lier Lels to be reappointed as another -- to another 4-year term on the Supervisory Board, both apartments comply with the provisions of the corporate governance code and applicable legislation regulation. Now on to agenda Item 7D. The Supervisory Board is pleased to nominate Marike van Lier Lels for reappointment on the Supervisory Board. The Supervisory Board unanimously believes that Marike van Lier Lels' expertise has been of great value to PostNL in the recent years. She is highly experienced in managing large companies and in logistics and has acquired great knowledge and experience of PostNL and in its market in recent years in that light, the Supervisory Board would like to retain her knowledge, experience and expertise. And we are, therefore, delighted that Marike is available to this end. Her curriculum vitae and the substantiation for her nomination appeared in the explanatory notes to the agenda. Are there any questions for her in the audience. I believe that [indiscernible]
Unknown Shareholder
shareholderI'm Mr. [indiscernible]. I object to Mrs. Van Lier Lels being reappointed. I have various personal reasons that I would not like to state publicly, but I believe that the Supervisory Board should continue to comprise 7 persons. If we reorganize operationally in PostNL. I also believe in a supervisory capacity, the total membership should receive consideration as well.
Unknown Executive
executiveThat's my point. Mr. [indiscernible]. I disagree, and I would not like to lose Marike given what she has provided in terms of input. So we assume that you accept that we will not do that. Are there any other questions?
Unknown Shareholder
shareholderI'm Mr. [ Stevenson ] from the SRB. We would like to know what motivates [indiscernible] to continue for an additional 4 years of Supervisory Board member at this company? Marike, may I ask you what motivates you to work for this fine company?
Marike van Lier Lels
executiveYes, I've been a Supervisory Board member for 4 years, and I would like to serve as such for another 4 years. PostNL is an excellent company is well run and is also at the forefront of our society and has a huge social responsibility and that fascinates me. In addition, I believe that based on my experience, I worked at [indiscernible] at connection and basically always in logistics. I believe that I can add value on the Supervisory Board. I have a true background in logistics and operations, and I try to do my bit in that respect.
Unknown Executive
executiveThank you very much, Marike. Thank you for the question. Are there any additional questions? No? If not, may I remind you that you may cast your vote regarding the proposal to reappoint Marike as a Supervisory Board member. Now on to 7e, the proposal to appoint Martin Plavec to the Supervisory Board as a member. As we indicated previously, the Supervisory Board was in conversation with these equity investments since the beginning of last year about adding a Supervisory Board member, given the importance of these equity investment -- given the interest of these equity investment in PostNL that corresponds with policy. And we had good and critical discussions with them and, of course, discussed this with the entire Supervisory Board. And as such, proceeded with care. Ultimately, as the Supervisory Board, we decided that we support in addition and in consultation with Visa equity investment, the decision was taken to nominate Martin Plavec to serve on the Supervisory Board. The Supervisory Board is of the opinion that Martin fits the Board's profile and enhances the Board's diversity. In addition, by adding Martin, the Supervisory Board will receive a valuable addition to the already present knowledge concerning e-commerce and last-mile delivery. And we would -- we're also delighted that he's available to us and his curriculum vitae and the motivation for his nomination also appeared in the explanatory notes to this agenda item. In addition to the knowledge that Martin will bring on Board his addition also does justice to the size of the interest of Visa equity investment in PostNL and subscribes to their envisaged long-term investment in PostNL and the support of Visa equity investment in PostNL strategy and management. This also appears in the report that Vesa equity investment published given that Martin is affiliated with Vesa equity investment. Martin qualifies as nonindependent pursuant to the corporate governance code. As indicated, Martin is present at the meeting online. He will introduce himself. And of course, you're welcome to ask him questions because he is a Czech National, and does not speak Dutch. Martin will deliver his introduction in English and will answer any questions in English and an interpreters present to i -- interpret the introduction and reply of questions for you into Dutch. If desired, you can obtain a headset to listen to the interpretation into Dutch or you can opt to listen to the English without a headset. The interpreter will also interpret your questions asked in Dutch into English for Martin, so that you have the opportunity to ask your questions in Dutch if you like, and they will be interpreted for Martin. Please consider a slight delay. A time lag before I give Martin the floor, please note that the Martin is present in his capacity as nominated Supervisory Board member, not as a representative of Vesa equity investment. Martin?
P. Berendsen
executiveYou follow me at the [indiscernible] tune off yourself got too lifting of yourself to say anything you look good at least.
Unknown Attendee
attendeeYes. Thank you. Thank you, you do as well. Thank you all for the floor. And first of all, good afternoon to everybody. Please allow me to thank the Supervisory Board for the nomination. And also for the discussions we have had with -- well the nomination process with each of the respective members of the Supervisory Board. For myself -- as for myself, my name is Martin Plavec as it was mentioned I'm a Czech National and by education, by background, I'm a lawyer and an economist. In my professional career, I have been serving at various M&A and financial positions within the EP Corporate Group over the last 6 years. And mainly in the sectors of media, real estate -- real -- retail and logistics. From my current position, this includes an investment manager at Vesa Equity Investment, which is our vehicle for investments in the public equity markets, including PostNL, an investment associate ChekMediaInvest, which is an umbrella holding for our activities within the media sector, comprising activities, mainly in the Czech Republic and France. Besides that, I sit up on the Executive Board of The DODO Group, which is innovative start-up that is offering same day delivery solutions for last mile and e-commerce in general. Therefore, as an investment professional, the contribution expertise I would like to offer to PostNL mainly lies in the areas of strategy, finance, and this can be combined with the hands on knowledge of -- in the field of e-commerce and last mile. So with this, I would like to thank you for your attention, and I hand over back to Chairman.
Unknown Executive
executiveAnd we will now proceed to answer any questions that you may have. Yes.
Unknown Shareholder
shareholderI will not ask whether how you ended up with this gentleman or he was highlighted to you, and you were asked whether you could agree with that. And what we would like to know about him is his motivation. The reasons why he would like to become a Supervisory Director at this company?
Unknown Executive
executiveWell, perhaps, say the Chairman, perhaps I should respond to your first comment that he was imposed to us? No. We consulted. And more than a year ago, we had these conversations, and we have them throughout the year about the kind of profile that we were looking for, who we're looking for. And we did that in the context of an excellent relationship. That's one thing. And second, you've seen this and you've heard this in the introduction of Martin that he has knowledge and expertise of logistic company, last-mile retail. And for the rest, I must say an extremely intelligent young man. And what I see is diversity, but it also really strengthens our Supervisory Director -- Supervisory Board quite apart from the fact that he's linked to a major shareholder. But I object against your words that he's been imposed on us. I'm sure you understand.
Unknown Shareholder
shareholderWell, says the shareholder, I didn't really mean it to sound like that, but Chairman, shall we ask Martin what motivates him?
Unknown Attendee
attendeeYes, for sure. So the motivation is clear. I've been in the field of logistics within our group for, as I said, 6 years. And I believe there's a knowledge I can bring to the table potentially also in the areas of e-commerce, e-grocery and last-mile delivery, which is a segment that is growing, I think is the future for the company, and we would like to contribute to that.
Unknown Shareholder
shareholderWhat does he think to -- what does he believe he can add and contribute to PostNL?
Unknown Executive
executiveCan you follow that? What can you add to PostNL?
Unknown Attendee
attendeeAs i said -- As I've mentioned, the knowledge that I bring mainly in the strategy because all the investments that we have within the portfolio are a strategic one. Again, I think I offer strong financial skills, which is a key prerequisite for the functions that I currently serve in -- within our group. And also, I am in the -- I would say, hands-on, touch with the management of The DODO Group, where we are working on innovative solutions for the E-grocery and [indiscernible].
Unknown Executive
executiveAny other questions, Mr. Van Den Bos?
Unknown Shareholder
shareholderActually, I have two questions. And these are questions about other participating interest of Vesa. I'm talking about GLS. And I don't know whether I'm pronouncing it correctly, OP in Poland, Romania and Czech Republic, are sort of PostNL that also concentrates on the last-mile delivery. And Vesa -- Well, let me put it this way. Does Vesa intend to link up a number of networks based on their independence?
Unknown Executive
executiveWell, Mr. Van Den Bos, I must remind you, since the Chairman that I myself have just said that Martin will be coming in as a dependent Supervisory Director, but as a Supervisory Director of PostNL and not as a representative of Vesa.
Unknown Shareholder
shareholderWell, I understand that you have this percentage of shareholders, and I understand that as an investor as well that at some point, you want these people in your Executive Board or your Supervisory Board in order to supervise the money. So whichever way you look at it, of course, we can differ in terms of opinions, but it's forgiven. That is why I'm asking the question. This question, the other investments that they have that Vesa has. I'm not going to ask about Western United, whether that fits with I'm not asking that. I'm asking about GLS, which is a subsidiary of British Mail. 15% or 18% is the stake they have. And OP is also participating interest of Visa in Romania, Czech Republic, Poland and whether they are sort of stringing these all on an independent basis, but whether they're going to benefit and leverage the knowledge in the company. That's my question. And -- of course, there's going to be an approval. If you have 30% or 29% of the shares, the rest will follow automatically. I mean that's a very logical question. And it's also about continuity vis-a-vis PostNL, the other participating interest. He as an investor, how does he see this, an investor and a Supervisory Director, I really don't see the difference.
Unknown Executive
executiveChairman. There is indeed a difference, but I'd like to give Martin the opportunity to answer your question. But Martin is here, first and foremost, as a potential Supervisory Director of PostNL.
Andre Mulder
analystThis question. I'm not sure if you can give an answer.
Unknown Attendee
attendeeIt was a bit rough and I completely agree with you. I mean, the translation wasn't up, but I think I got the gist of the question. I fully agree with you on this since I don't think this is question related, I would've answered it.
Andre Mulder
analystWell, that was by coincidence that the connection sort of dropped.
Unknown Shareholder
shareholderMy name is [ Kynel ] VEB Association of Stockholders as VEB we ordinarily are not very happy with the dependent supervisory directors, but I just changed my mind. If there is one company that really would benefit from someone who has such a big stake in PostNL, I think PostNL can learn so much. Part of this shareholders drive can really help. And as I just suggested, you should talk to private equity. I talked to some of these parties. And perhaps -- here, you have someone you can learn from. And the Board may even feel the pressure from someone like him. So I think that's a good thing.
Unknown Executive
executiveWell, that's good. Thank you. I was about to give the same answer and answer your question, but you came up with -- you said it yourself. Okay. Are there any further questions? Yes. Your colleague raise your hand. Well, you can decide who takes the floor.
Unknown Shareholder
shareholderRight. Okay. I do have a couple of questions regarding the nomination. I don't have questions to Mr. Plavec and I hope I'm pronouncing it properly, but I do have questions to the Supervisory Board because you yourself are referring to the Dutch Corporate Governance Code. And I believe that trade unions are also in part involved in that corporate governance. And you said that this nomination that this person concerned is not independent. Well, we had reached the same conclusion. Well, it's a pity that you write this in the CV and you don't add this text with the agenda point. But given the code, I do think there's another important point that has not been discussed, and we've not been informed about as shareholders. The Dutch Corporate Governance Code includes Principal 2.7, which is about a potential conflict of interest. And if a member or a potential member of the Supervisory Board is nominated who is employed by an organization that has at least 30% shares. And of course, we can have a whole debate about the voting rights, et cetera, et cetera. Well, we have a couple of questions in this context. How will PostNL deal with any possible conflict of interest given the fact that Vesa has 30% of the shares, how is PostNL going to make sure that Vesa cannot benefit from the information that it might have access to via the Supervisory Board. At the AFM, the 2 percentages that have been registered, 29.9% and 31.4%. Another interesting question is quite apart from dividend issues around 30%. There is an obligation to make a public offer. So given that fact, this element of possible and potential conflict of interest becomes even more important because the situation can come up, that Vesa would have to make an offer. So that is the following question. Has Vesa already issued an offer or how will PostNL deal with the situation in order to make sure that Vesa does not benefit from any potential conflict of interest. I'm not saying that there is a conflict of interest, but in view of Principal 2.7, is there a risk for potential conflict of interest? And then it's up to the Supervisory Board, how to deal with that and how that has been secured in the decision-making process, but also in the process of your deliberations because the governance code and the Dutch Civil Code do refer to that.
Unknown Executive
executiveI have a very clear opinion about that says the Chairman. But ever perhaps you can point out what the legal context is because conflict of interest, and we've already highlighted that internally. Should there be a conflict of interest that the person concerned then shall not participate or take part in that meeting about this point. I can give you an example that I have dealt with in the past that this is simply corporate governance and then it is perhaps as you can add to that. What I can simply confirm that as soon as a conflict of interest emerges, then Mr. Plavec or whichever Supervisory Director may not take part in the deliberations. And up to that time, he is allowed to and perhaps in addition to that, and this is something that we agree with Martin, as we agree with other Supervisory Director, there's confidentiality. So that is how we secure that no information is shared.
Unknown Shareholder
shareholderI understand your answer. Nonetheless, we are concerned about this potential and possible conflict of interest, but you have given a clear answer. But given this potential risk, we don't think it's a good idea for this person to be nominated. So we will vote against.
Unknown Executive
executiveChairman, that's clear. And by the way, it is quite logical and normal for a group with such a participating interest to nominate Supervisory Director. It's ordinary course of business.
Unknown Shareholder
shareholderMy name is for [ Deckard ], for the minutes in my life. I have attended many, many shareholders' meetings, and I've seen a lot. And I'd just like to remind you of a case the Telegraph blocking minority. another case, Battenberg blocking minority. I'd like to remind how, versus Boskalis. Fact of the matter is and the authority financial markets caused this. This 30% is an easy trigger for someone who is close to the 30%, all they need to do is buy a bit more and then they are forced to issue an offer. So it's not even voluntary. So I'm wondering -- and this is really a question that has been raised before. This is a supervisory director that operates independently as a supervisory director, but he's also given knowledge, historical knowledge about the value of a company. And something I'm wondering is whether you go along with the understandable request to nominate a Supervisory Director, I would have expected you to say something about formal or informal arrangements on a standstill agreement, for instance, of 3 years, but you're not willing to say anything about that.
Unknown Executive
executiveChairman. What we feel is very important is the press release that they issued themselves that they support the strategy of PostNL and also the management of PostNL. So I think that was and that is sufficient for us for the time being.
Unknown Shareholder
shareholderWell, since the shareholder situation was different for I'd just like to remind you that the Supervisory Director at Battenberg, which by chance was a similar Supervisory Director of was very pleased with Battenberg and that there was every reason to try to get 100% instead of not making an offer.
Unknown Executive
executiveWell, coincidentally, I was Chairman of the Supervisory Board of TMG Group at the time. But we have full confidence in all the arrangements that we have made, and I don't think there's anything more to add, and I am really looking forward to Martin becoming a member of our Supervisory Board. Can I then remind you to cast your vote. And let's move on to 7f announcement regarding vacant positions in Supervisory Board that will come about after the Annual Meeting of Shareholders in 2023 according to the roster [indiscernible] per the close of this Annual Meeting of Shareholders in 2024, will step down as Supervisory Directors. Fortunately, they have both indicated that they are available for reappointment. And we, as a Supervisory Board, are very pleased with that. Are there any questions on this item? No. Now I'd like to proceed to the next item on the agenda, which is agenda item 8, which is the intended reappointment of Herna. As was announced on 10 October 2022, the Supervisory Board intends to reappoint Herna Verhagen, CEO, member of the Board of Management of PostNL. As per 18 April 2023 for a period of 4 years. You've seen her resume in the main elements of our remuneration package that will not change as a consequence of the reappointment. Supervisory Board is extremely pleased that Herna once again, is available for PostNL in this very important stage of the company. With Herna at the helm, PostNL has taken important steps over the past few years in realizing our strategy and ambition and creating value for PostNL. We've seen robust growth in parcels and transformation to an e-commerce company with a positive consolidated shareholders' equity that we've solved we've our pension problem that leads to a higher indexation in 2023. And considerably lower pension costs as per 2023 and the elimination of the risk of further additional payments in the future. We have sold our German-Italian operations as well as other noncore participating interest. And we acquired and fully integrated it and conducted a large sale and leaseback transaction. Furthermore, major steps were made in terms of sustainability and the acceleration of digital transformation. All this has led to a better financial position in line with our capital allocation framework. We continue to invest in the acceleration of our digitization process, our people and sustainability. Furthermore, we have talked -- already talked about the way in which Herna together with Pim in view of the impact of the very challenging macroeconomic developments since end of February 2022, how they have quickly intervened to take measures to improve operational efficiency and improve our financial position. And we saw this in the performance in 2022. At the same time, good progress was made in terms of important aspects such as digital transformation and sustainability. And new CLAs were entered into, and the pension plan was adjusted with an agreement from which the employees, participants of pension funds and PostNL will benefit. Proactive approach of the management led by Herna leads to a good starting position for PostNL in order to resume its trajectory of growth in e-commerce. Furthermore, the management team and the Board of Management has been changed and renewed with a new executive committee. And this means that it is of the utmost importance for the Supervisory Board that Herna continue to head the company and help navigate PostNL through these very tough market conditions. Herna devotes a lot of time to PostNL. She is always present everywhere, and with her extensive knowledge, experience and network, she is the person to head PostNL together with Pim this next stage. Are there any questions? The gentleman of the VEB.
Unknown Shareholder
shareholderMy name is [ Kynel ]. It won't surprise you that I do have some questions or comments about this. First of all, before I start with my respect for that critical comments about 10 years ago, I said when we were faced with the announcement of Ms. Verhagen I said that well, this is hopeless mission, not because of Ms. Verhagen but because the situation in the company was in. Even Superman couldn't help us. That's what I said at the time. This company will never become profitable. I was extremely pessimistic at the time. But by nature, I am an optimist. Not everybody agreed with me at the VEB, but I must acknowledge that many issues have been solved. Pension problems is on the top of the list, and there must have been serious issues with parcels and that there's a bit of balance and the company is still operational. And that deserves a compliment, especially because as CEO of PostNL you have very little freedom. Politicians are playing important role. You can't determine the price of your own product, and that doesn't apply to most of the other companies. Having said that, I heard complaints from the trade union, living wage EUR 12 in our is very little, EUR 2,000 gross salaries, not enough. Your partner needs to work or you have to work more than 40 hours. Shareholders, contrary to what people may think, shareholders have not become much richer under the leadership of Ms. Farha for investor to invested EUR 1,000, 10 years ago will be left with EUR 80 now. So she has solved many things, but there's one thing that she hasn't solved, economic value creation that leads to value for shareholders. So -- of course, that could take 2 or 3 years. I would understand that, but this has taken 10 years. And so my specific question is why should I have faith in the fact that Ms. Verhagen along with her colleague, Mr. Berendsen will succeed over the next 4 years to create this value for shareholders. I understand the company is operating, customers are relatively happy, not everybody is unhappy that -- not all the employees are unhappy. So stakeholders, they're doing okay. But what about the shareholders, they're being shortchanged. So what made you decide to go ahead with this company. There is really nobody else in this whole wide world that can manage this company.
Unknown Executive
executiveWell, my short answer is that we talked about this at length in the Supervisory Board. We considered all sorts of things, but we really think that with the experience and the knowledge and Herna Verhagen devotes a lot, a lot of time to PostNL, which I think, I mean -- I don't share your experiences over 10 years in terms of what has been done, what she has done, and of course, there's always a lot to be done, but we all agree that to get with Pim is the best person to manage this company. And of course, you can ask, well, if there's nobody in this whole wide world? Well, no, not at this point in time.
Unknown Shareholder
shareholder[ Mr. Kynel ] your answer is not very surprising. And I may be rather mean in asking this question. Is the conclusion, therefore, that given the situation, that PostNL was in 10 years ago that the system was so weak and that the business model was so weak and that you had to apply so many repairs or that the market conditions were so terrible that this was all you could make of it. But; that over the next few years, also for the shareholders, there is going to be higher returns. If your answer is no to that question, yes, we're going to continue to run the company. The company will be operational, but it's -- there are not going to be any returns for shareholders, then I don't agree.
Unknown Executive
executiveWell, says the Chairman, we've just experienced a very exceptional year and the necessary measures have been taken by the Board of Management that are going to bear fruit perhaps not immediately, but in due course, they will. But I'm not going to promise you anything. You can't expect me to make any promises. But we truly believe that this is a good team, and we've said this before, the entire executive team has almost entirely been replaced. And so we have a great deal of confidence.
Unknown Shareholder
shareholder[ Mr. Kynel ] Well, let's hope there'll be returns for shareholders. Despite my critical words, I'd like to compliment you on all those things that have gone well, but the shareholders haven't really made a lot of money. Thank you.
Unknown Executive
executiveMr. Van Den Bos.
Unknown Attendee
attendeeI have known Mrs. Verhagen for quite a while. She was introduced by Pete Klaver, a Supervisory Board member and manager who might have great esteem. And Mrs. Verhagen addressed the shambles of Mr. [indiscernible] and that French lady and others and they had to clear it up. And we're dealing with some components in another words for example, politics that are highly influential as the gentleman from the VEB rightly noted. I personally am happy if Mrs. Verhagen would pull us forward for another 4 years. So I'm in favor, I'm going to cast my vote in favor. Thank you.
Unknown Shareholder
shareholderThank you, Mr. Chairman. I'm Mr.[ Stevenson ] from the SRB. I have also known Mr. Verhagen quite a while She worked for parcel post as well. And I worked for PostNL, T&T, et cetera, and you name it.
Unknown Executive
executiveAre you heading toward a question, Mr.[ Stevenson ] ask the Chairman.
Unknown Shareholder
shareholderAnd because Mr. Verhagen truly knows what happens on the workflow has a driver's license, I believe that she drives 4 times a year to the post. So she knows what's happening on the shop floor. And in my view, she's the best person to run this ship.
Unknown Executive
executiveAnd just think of somebody who just sits in the office and once in a while checks the depot and tries to run things. We want somebody who really knows what's happening on the shop where she knows what happens at the sorting centers and what happens at the parcel sorting centers. You can ask her anything to get an answer. So I don't think we could find a better person for this position.
Unknown Shareholder
shareholderPlease go ahead. Thank you. I would like to recall I basically understand the remark from the VEB. There are 3 important components. First is that PostNL started with the a very unreliable balance sheet that was extremely tricky, especially given the other company that experienced huge fluctuations. That's one. Second, we experienced the fairly irresponsible management of sense and it was a solved overnight, and that caused long-term bad blood. In my view, those are very important factors, and we managed to resolve those. So from a fairly irresponsible unfavorable starting position that for which she is not to blame. She has established quite solid foundations. And as a shareholder, I'm very satisfied with this. I understand that things will remain difficult. Initially, the situation was even worse because the pension provisions were quite disappointing due to changes in interest rates. So you had managed to overcome 3 very difficult obstacles and that were not so profitable. Well, we had 2 years that were not so bad cynically speaking, because of Corona so be it. I can certainly see that you have made the best of everything. thanks for that. Thank you.
Unknown Executive
executiveIf there are no more questions, let's continue. to agenda Item 9, which is the designation of the Board of Management. First, 9A. Once again, this year, we were proposing to designate the Board of Management as authorized body to issue ordinary shares for a period of 18 months from the date of this meeting. So until 18 October '24. If this agenda item is adopted, then previous designation until 19 October 2023 will be canceled. This designation is requested every year. And the designation of the Board of Management will be limited to 10% of the capital in issue. Do you have any questions? If you have no more questions, let me remind you to cast your vote on this proposal 9A. Now on to B., designation of the Board and management with preemptive right, this coincides with the previous proposal to designate the Board of Management as authorized body to limit or exclude the preemptive right upon the issue were to exclude this -- including the granting of rights subscribed for ordinary shares for a period of 18 months from the date of the AGM until 18 October 2024 in line with the proposal under agenda Item 9A. And this will cancel the previous designation until 19 October 2023 and will be limited to 10% at share capital at the time of issue. Are there any questions? No questions? Let me remind that you may cast your vote. Since less than 50% of the issued share capital is represented. This decision requires a 2/3 majority. That takes us to 9C to decide to acquire own shares the Board of Management needs to be authorized by the AGM, which shall apply for at most 18 months from the date of this meeting is proposed that the Board of Management be authorized to acquire own shares or depository receipts to purchase the stock exchange or otherwise for 18 months from the date of this meeting. So until 18 October 2024 if this agenda item is adopted than the previous authorization until 19 October 2023 shall no longer apply. This authorization concerns at 10% of the issued share capital, whereby the number of ordinary shares held by the majority in its own capital shall be it all times limited to a maximum 10% of the issued share capital per authorization, the quoted share price is defined as the average of the closing price of the PostNL share according to the official price list of Euronext Amsterdam for the period 5 trading days prior to the date of purchase. We will now answer any questions. There are no questions. May I remind you once again to cast your vote. regarding this proposal. Next agenda item 10. It is any all shares in the PostNL and the issued capital acquired by PostNL and under the authorization acquired at the AGM on 19 April 2022. And the authorization has identified a 9C, B revoke to the extent that those shares are not used to comply with obligations pursuant to remuneration arrangements or for paying dividend in shares the number of shares be determined by the Board of Management, the provocation and cancellation may take place in one or more tranches in keeping with the article of association, all cancellations should not take place less than 2 months after a decision to cancel has been adopted by the Board of Management. No questions. Please cast your vote on this item. And that takes us to the end of this meeting. And I am hereby closing the vote. And before we address the outcome of the vote. I would like to thank you for being present and for your valuable feedback and constructive meeting. And the questions that you asked, I am pleased to invite you. It says -- it says a few drinks, but I would say I'm pleased to invite you for drinks and [indiscernible] and as well as a small token. It's also a surprise to me that you're going to receive this token of appreciation upon leaving. Did we ever have any other business? Comments are off mic. Well, I'll give you the opportunity prior to drinks to share some remarks, but I do not recall having any other business last year. Well, okay, very well, it's never too late to learn. Who would like the floor? Ladies first. Remark off mic.
Unknown Shareholder
shareholderMr. Chairman, thank you. I'm [ Liz Betanica ] from the Association for Investors for Sustainable Development. I asked questions previously that social and governance topic. And our third topic is environmental. In proper Dutch, it's about the environment. I have three questions. One about biodiversity, one and two about climate. This was discussed previously, so I'd like to follow up on that. PostNL made a statement in the annual report reading the deforestation figures in the annual report this year, I can quote it. "we are also committed to zero net deforestation through our own operations and to engaging with our supply chain to make similar commitments." A very fine statement. We applaud that statement. And we would like to know whether we are interpreting this correctly, that the idea is to zero impact on deforestation. Is that PostNL's objective? And if so, can you indicate when you hope to meet this objective. That's my question about biodiversity. I have two questions about the climate. Once again, highly ambitious and noble goal that we would like to support. You mentioned that you would like to reduce Scope 1, 2 and 3, CO2 emissions to 0 by 2030. That's a very noble and ambitious goal, and we would like you to tell us how we're doing that. And how you will head toward that in the years ahead because 2030 is only 7 years away, and various steps will be necessary to see whether you're on track or need to adapt your pace. So we're curious about that. Now the third question. We have also read in the annual report that you envisage not only reducing CO2 reduction, but also that you'll be purchasing emission rights. And I'm sure you've read that follow the Money article, which alleges that the emission rights you purchased are meaningless. I'm basing my comment on the follow-the-money article. Please explain how you will guarantee the repurchase your emission rights?
Herna Verhagen
executiveOkay, biodiversity. We have indeed committed to zero net deforestation. And we've included that in our annual report. In 2023, we'll be taking several steps. One concerns our procurement policy. And we'll adhere to the sustainable partner code, which means a commitment for deforestation, no deforestation in our contracts with suppliers, and we'll be discussing that with them as well. Our second initiative in 2023 will be to converse with the paper and cardboard industry because we manufacture packaging as well. And we can certainly use the residual materials to produce packaging so that we'll be recycling to some extent. And that's the second important project. The third, to set proper KPIs. There's a third important element for 2023, which is that we'll identify exactly what PostNL consumes in terms of paper and cardboard. We do have that in scope, but we cannot associate KPIs with that. So that's our third objective. So we will be taking a few steps that will help us. And another very important point is to disclose what we consume in terms of cardboard and paper so that we can take that forward to zero net deforestation. That answers your question and you'll probably say we'd like to hear about progress towards that goal. I get that. Your very rightly. So next CO2 emission with Scope 1, 2 and 3. Of course, we've said that in 2030, in the last mile for Scope 1, 2 and 3, we aim to be net emission free. We've made major headway and intend to take additional steps in the year ahead. The steps that we've taken. And I've said a little about this third necessary for Scope 3 comprising our delivery entrepreneurs that will help them get to zero emissions. One is the charging squares. So we've made the infrastructure for ourselves as well as for the people working for us to ensure that the electric vans can be recharged. By the end of this year, we have made a lot of progress there. And then at most of our sorting sites will have sufficient charging infrastructure, which is an impressive achievement if you consider the energy shortage at this point. Second, we started investing in electric vehicles early on because we know that we need to set up the secondhand market to make these electric vans accessible for all transporters. And we've made major progress here. Third, we'll continue investing in our electric vans, the are also important. Those are not part of the last mile, but we have taken a very important step there. And the way we report about that because one of those interim updates we said by 2025, we want to deliver emission-free in 25 inner cities in the Netherlands. So in '23 in '24, we'll issue our first report -- progress updates and we envisage realizing that how far we've come and when we hope to achieve that. So those will be interim updates about where do we stand and where will we go from here. Now I'll pass the third question on to Pim, that concerns procurement of our emission reduction and you started an answer, but we can provide a more detailed answer.
P. Berendsen
executiveThank you. Now the Follow The Money article did not relate to the certificates we've been purchasing thus far, which meet the best standards, but separately from that, as I said previously, and also aside from the Follow The Money article, we asked ourselves whether that's the most effective way to contribute to our recovery, and we decided we needed to explore alternative methods with what kind of initiatives they are, for example, planting trees, but they're not here yet. And the question is whether our contribution figures and the regenerative component that we all aim to achieve. So we're looking for a more effective way to promote this then merely purchasing certificates. We can calculate that and provide you with more information about how we aim to carry that forward next time.
Unknown Executive
executiveThank you, Mr. Chairman. Thank you for your replies. You're hesitating note about setting dates, especially for the climate targets. We would certainly appreciate greater insight into that next year at the next meeting. Thank you.
Unknown Shareholder
shareholderI'm Thomas [ stoke ] I delivered post in Hilversum at [indiscernible] depot. I've been postal delivery person for 2 years. And you said that the volume keeps declining by 5%, 6%. In 2 years, I've seen that the number of items has diminished. I photograph my bag and it's shrinking. Now my question -- my only question, very simple, have you thought of lobbying with the government to amend the Postal Act so that, for example, you could deliver the post 3 times a week as happens in other countries such as Denmark, Italy. I understand this happens in Belgium. If I look as my friends would it bother you if you receive the post only once a week, they say, no, not at all. That's fine. And of course, death announcements, they're very important perhaps. There are 5 a week, sometimes none in a week. So that social relevance of that delivering a lot of the post within a day, I believe that's becoming obsolete. So the question is, shouldn't you lobby with the government to reduce 5 days a week to 4 or perhaps 3. There are plenty of jobs and work because I see that 30% of our work is outsourced to young people from Serbia, Bosnia, you name it. And I am a mentor to new mail carriers, and I see of the 10 that I've trained and perhaps it's because of me, two are still there. And the others may stop after a single day or after a month. So there's plenty of work if you take that to three and expand the delivery district. Well, I don't know if that's a solution. One -- that's really only one question.
Unknown Executive
executiveOkay. We understand the fact that we deliver 5 days a week. That's embedded in the European Postal Act. So the Netherlands complies with the European Commission and the European Union, the lobby to reduce the number of delivery days from 5 has been ongoing for years in Europe and countries such as France and Italy are driving forces behind that lobby. So it's unclear whether this commission will take a decision about the new Postal Act in Europe or whether it will be deferred to the next commission. I personally expect it to be deferred to the next commission. And that means that such a decision as to whether it's possible or not will take a few years. So only once that has been taken in the Netherlands follow. The Netherlands has to follow such legislation. As for the example, in Denmark, they still deliver the post 5 days a week. What they have done though is that whoever wants to have a postal item delivered the next day has to pay a lot of money. So you pay a parts for a postal item to be delivered within 24 hours. So they still deliver 5 days a week, but that's how they've ensured that the postal volume has plummeted. That's not what we advocate. We don't want to select strategies for a still greater substitution than the one you mentioned because it's true each year, on average, the postal volume declines by 8% to 10%. So the need for legislative amendments, that's clear, and it will need to happen at a European scale first and only afterwards can the Netherlands follow suit.
Unknown Shareholder
shareholderI guess nobody is ready for drinks yet. I have a very brief question. I'd like to complement you on this venue, especially the person who thought of this, it's really wonderful venue, but I have a few comments. I said no lunch in the invitation. We did receive a lunch, and I asked my mother she'd like to come to the meeting. And her answer was they're not going to give me sandwiches. So she didn't join me. That's a shame. And another reason she didn't join me is because there was no parking available. Well, you have to pay for it, and I never experienced situation where people attending a shareholders' meeting had to cover the cost. I spoke with people from Escort, they had to park the car here and it costs them EUR 14 or EUR 15. I think that's unacceptable. People have to take their own time and cover their own transportation costs, and they should at least have their parking coverage. So that was a suggestion for next year.
Unknown Executive
executiveVery well. Are there any more questions or comments? We have received a question via the chat as well a vote. Would you sum that up or distill the question from that. It's from Mr. Zhang. Does PostNL have sufficient insight into delivery quality because sometimes his parcels are not delivered even though they -- he has notified in the PostNL app. How often does PostNL assess delivery quality?
P. Berendsen
executiveWell, we do have a clear view of delivery, and it's measured independently on a daily basis. And based on daily measurements, you get scores weekly or monthly and ultimately annually that the parcel, especially the postal item does not always arrive on time is true, and that also relates to what I indicated in my part of the presentation, which is that last year the quality stood at 91%, which is below the 95% standard. So it does happen that you don't have the -- you don't receive the post when you expect to. They're certainly on top of that and are taking a great many measures, which in part relate to the procedure as well as to building vacancies for post delivery people. That's doing well. So whereas last year, we had 3,500 vacancies. This year, we have approximately 1,800 vacancies. So that's almost halved, and that carries over directly to the quality of the delivery service. That's one of many actions that we're taking in that respect. Then, if the technicians are ready, we can see the results of the voting items would you list those? Yes.
Jan Nooitgedagt
executiveThe advisory vote on the remuneration report, 99.39% has voted in favor. And agenda item 4, adoption of the 2022 financial statements has also been carried with 99.85% of the votes. Agenda item 5B profit appropriation also carried with 99.69% of the votes in favor. On with 6A which is release from liability of the members of the Board of Management, 99.48%; 6B release on liability, the members Supervisory Board also carried at 99.48% of the votes. And the proposal to reappoint Marike van Lier Lels, Agenda Item 7D, also carried 97.3% of the votes. And agenda Item 7E, proposal to appoint Martin Plavec, has been carried with 99.76% of the votes in favor. And then the last for 9A, designation of the Board of Management as the authorized body to issue shares carried 98.89% of the votes. And designation of the Board of Management 9B is authorized body to limit or exclude preemptive right upon the issue of ordinary shares, also carried 98.78% of the votes. Authorization management, Board of Management to have the company acquire its own shares, also carried 99.69% of the votes. And then in conclusion, agenda item 10, reduction of the issued share capital, carried 99.92% of the votes.
P. Berendsen
executiveThank you for that. And Marika, congratulations. And also, Martin, congratulations to you as well. And I would like to thank each and every one of you for attending today's meeting. I hope -- I wish you all the best to you, your relatives and PostNL. And so we'll be serving drinks. See you next year. Thank you very much. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
This call discussed
For developers and AI pipelines
Programmatic access to PostNL N.V. earnings transcripts and 32,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.