bpost announces the effective launch

Brussels bpost NV van publiek recht/SA de droit public ("bpost" or the "Company"), the leading postal operator in Belgium, announces today the effective launch of its initial public offering (the "IPO").
IPO key terms

• The contemplated IPO will consist of the secondary sale of up to 47,000,000 bpost shares (following the stock split approved by the Company's shareholders on May 27, 2013) currently held by CVC Funds through Post Invest Europe S.à r.l. (the "Selling Shareholder"), corresponding to 23.5% of bpost's shares. The offering will comprise the sale of shares to institutional investors as well as to retail investors in Belgium.
• In the case of substantial oversubscription, the Selling Shareholder may decide to increase the number of shares being offered by up to 9,000,000 shares (the "Increase Option").
• The indicative price range for the IPO has been set at EUR 12.5 EUR 15.0 per share.
• The offer price will be determined during the offering period through a book-building process in which only institutional investors can participate. The offer price is expected to be set within the price range, although it may be set below the lower end of the price range. The offer price shall not, however, exceed the higher end of the price range.
• The Selling Shareholder has granted the underwriters an option to purchase up to 15% of the number of shares sold in the IPO (the "Over-allotment Shares") at the offer price to cover over-allotments or short positions, if any, in connection with the IPO (the "Over-allotment Option").
• Concurrently with the offering, bpost will implement a share purchase plan for bpost's employees, conditional upon the closing of the offering. Eligible participants in the share purchase plan will be able to purchase a fixed number of shares from the Selling Shareholder at a price representing a discount of 16.67% to the offer price. A total of 5,500,026 shares will be offered under the share purchase plan.
• The Belgian State (directly and through the SFPI/FPIM) will not sell shares as part of the IPO and will, by law, maintain a stake of at least 50.01% in bpost. Assuming the placement of the maximum number of offer shares and assuming no exercise of the Increase Option but full exercise of the Over-allotment Option and assuming that all shares offered under the employee share purchase plan are sold, the Selling Shareholder will maintain a stake of at least 20.22% following the IPO. Assuming the placement of the maximum number of offer shares and assuming full exercise of both the Increase Option and the Over-allotment Option and assuming that all shares offered under the employee share purchase plan are sold, the Selling Shareholder will maintain a stake of at least 15.05% following the IPO.
• Each of the Company, the Selling Shareholder, the Belgian State and SFPI/FPIM are expected to agree to lock-up arrangements of 180 days after the first day of trading of the shares.
• Based on the price range, and assuming the full exercise of the Increase Option and of the Over-allotment Option, the size of the IPO will range between EUR 874 millions and EUR 1,049 millions and the implied market capitalization of bpost will range between EUR 2,500 millions and EUR 3,000 millions.
• J.P. Morgan, Nomura and BNP Paribas Fortis are the joint global coordinators for the IPO. J.P. Morgan, Nomura, Morgan Stanley and UBS are the joint international bookrunners. BNP Paribas Fortis, KBC and ING are the joint Belgian bookrunners. Royal Bank of Canada and Belfius are the joint lead managers. Petercam and Bank Degroof are the co-lead managers.

Offering Timetable

• The offering period will begin on June 6, 2013 and is expected to close at 4:00 p.m. CET on June 19, 2013. While it may be subject to an early closing, the offering period will last at least six business days.
• The actual number of shares sold by the Selling Shareholder in the offering (including any decision to exercise the Increase Option) will only be determined after the offering period and will be published in the Belgian financial press, simultaneously with the publication of the offer price and the allocation to retail investors in Belgium. This is currently expected to take place on or about June 20, 2013 and in any event no later than the first business day after the end of the offering period.
• Trading of bpost's shares on Euronext Brussels is expected to commence, on an "if-and-when-delivered" basis, on or about June 21, 2013. Delivery of the shares is expected to occur on or about June 25, 2013.

Retail Offering in Belgium

• Subject to sufficient retail demand, a minimum of 10% of the total number of the offered shares (including any Over-allotment shares) will be allocated to retail investors in Belgium. It is intended that approximately 20% of the shares effectively allocated will be allocated to retail investors in Belgium, however this proportion may be more or less than 20% depending on relative demand from institutional and retail investors.
• Retail investors in Belgium can apply for shares at the counters of BNP Paribas Fortis, ING Belgium, KBC Bank, KBC Securities, CBC Banque, Belfius Bank, Bank Degroof, Petercam and their affiliates at no cost to the investor. Applications may also be submitted through any other financial intermediary in Belgium.
• In case of oversubscription of the shares reserved for retail investors, the allocation to retail investors will be made on the basis of objective allocation criteria. Such criteria will include, among others, a preferential treatment of applications received from retail investors before 6:00 p.m. CET on June 13, 2013 or applications submitted by retail investors at the counters of BNP Paribas Fortis, ING Belgium, KBC Bank, KBC Securities, CBC Banque, Belfius Bank, Bank Degroof, Petercam and their affiliates.
• The offer price must be paid in full, in euro, together with any applicable stock exchange taxes and costs. The offer price must be paid by the investors upon submission of the purchase order or, alternatively, by authorizing their financial institution to debit their bank accounts with such amount for value on the closing date (see below).
• The prospectus has been approved by the FSMA on June 5, 2013.
• The prospectus will be available, as of June 6, 2013, to investors in Belgium in English, French and Dutch. The prospectus can be obtained by investors at no cost at the Company's registered office, located at Centre Monnaie Muntcentrum, 1000 Brussels. It can also be obtained on request from the BNP Paribas Fortis Telecenter at (0)2/433.40.31 (Dutch), (0)2/433.40.32 (French) or (0)2/433.40.34 (English); ING Belgium at (0)2/464.60.01 (Dutch), (0)2/464.60.02 (French) or (0)2/464.60.04 (English); the KBC Telecenter at (0)3/283.29.70; CBC Banque at (0)800/92.020; Belfius Bank at (0)2/222.12.02 (Dutch) or (0)2/222.12.01 (French); Bank Degroof at (0)2/287.91.56 or Petercam at (0)2/229.64.46.
• Subject to selling and transfer restrictions, the Prospectus will also be available, to investors in Belgium, on the following websites: www.bpost.be/ipo, www.bnpparibasfortis.be/sparenenbeleggen, www.bnpparibasfortis.be/epargnererplacer, www.ing.be/aandelentransacties (Dutch), www.ing.be/transactionsdactions (French), www.ing.be/equitytransactions (English), www.kbcsecurities.be, www.bolero.be, www.kbc.be, www.cbc.be, www.belfius.be, www.degroof.be and www.petercam.be.

bpost at a glance (2012)

• Operating income: EUR 2,416 million
• Normalized EBITDA*: EUR 502 million
• Reported EBITDA*: EUR 421 million
• Normalized EBIT*: EUR 404 million
• Reported EBIT*: EUR 323 million
• Employees: 26,625 full time equivalents (average)

* bpost also analyses the performance of its activities on a normalised basis or before non-recurring items. Non-recurring items represent significant income or expense items that due to their non-recurring character are excluded from internal reporting and performance analysis. EBITDA means Earnings before Interest, Taxes, Depreciation and Amortisation. EBIT means Earnings before Interest and Taxes.

• 670 post offices and 670 PostPoints
• 13,400 red post boxes
• 10,000 mail rounds
• 10.5 million letters and 100,000 parcels handled every day (average)
• 5.5 million post boxes served 5 days a week

Main shareholders:

• 50.01%: Belgian State
• 49.99%: Post Invest Europe S.à. r.l.