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Succession :

bpost banque veut vous aider à y voir clair en vous donnant des conseils et des avis pour mener à bien les formalités administratives allant de pair avec un 



Succession :

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prospectus-bpost-en.pdf

210. No Public Offering Outside Belgium and Japan . under an agency agreement with BPO and AG Insurance as well as a number of other payment products.



UNIVERSAL REGISTRATION DOCUMENT 2020

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[PDF] prospectus-bpost-enpdf - bpostgroup

“BPOST ” Trading of the Shares on Euronext Brussels is expected to commence 210 No Public Offering Outside Belgium and Japan



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:

IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing.The following disclaimer applies

to the Prospectus attached to this electronic transmission and you are therefore advised to read this disclaimer

carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached

Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them

from time to time, each time you receive any information from us as a result of such access.

Confirmation of your representation:By accessing this Prospectus you have confirmed to the Underwriters, the

Company and the Selling Shareholder, that (i) you have understood and agree to the terms set out herein, (ii) (a) you

and the electronic mail address you have given to us are not located in the United States, its territories and possessions

or (b) you are a person that is a "qualified institutional buyer" within the meaning of Rule 144A under the U.S.

Securities Act, (iii) you consent to delivery by electronic transmission, (iv) you will not transmit the attached

Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other

person except with the consent of the Underwriters and (v) you acknowledge that you will make your own assessment

regarding any legal, taxation or other economic considerations with respect to your decision to purchase Shares.You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person intowhose possession this Prospectus may be lawfully deliveredin accordance with the laws of the jurisdiction in which

you are located and you may not, nor are you authorized to, deliver this Prospectus, electronically or otherwise, to

any other person and in particular to any U.S. address. Failureto comply with this directive may result in a violation

of the U.S. Securities Act of 1933 (the "U.S. Securities Act") or the applicable laws of other jurisdictions.

Restrictions:NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS

UNLAWFUL TO DO SO.

ANY SHARES BEING SOLD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB THAT IS ACQUIRING SUCH SHARES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.

Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor

shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be

unlawful. Recipients of this Prospectus who intend to subscribe for or purchase any Shares are reminded that any

such subscription or purchase may only be made on the basis of the information contained in the Prospectus.This Prospectus is being distributed only to and is directed only at persons in member states of the EuropeanEconomic Area (with the exception of Belgium) who are "qualified investors" within the meaning of Article 2(1)(e)of the Prospectus Directive (Directive 2003/71/EC). In the United Kingdom, this Prospectus is being distributed only

to and is directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the

Order; or (iii) high net worth entities falling within Article 49(2)-(d) of the Order (all such persons in (ii) and (iii)

being referred to as "relevant persons"). The Shares are available only to, and any invitation, offer or agreement to

purchase or otherwise acquire the Shares will be engaged in only with, relevant persons. Any person who is within

the United Kingdom and not a relevant person should not act or rely on this Prospectus or any of its contents.This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via thismedium may be altered or changed during the process of electronic transmission and consequently none of theUnderwriters, any person who controls any of the Underwriters, the Company or the Selling Shareholder, anydirector, officer, employee or agent of any of them or any affiliate of any such person accepts any liability orresponsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronicformat and the hard copy version of the Prospectus.

bpost SA/NV Centre Monnaie-Muntcentrum, 1000 Brussels, Belgium

Offering of up to 47,000,000 Ordinary Shares, which may be increased by up to 9,000,000 OrdinaryShares

Listing of all Shares on Euronext Brussels

This is an initial public offering (the "Offering") of ordinary shares without nominal value (the "Shares") of bpost SA/NV (the "Company"), a limitedliability

company under public law organized under the laws of Belgium. All of the shares offered (the "Offer Shares") are being offered by CVC Funds through Post

Invest Europe S.à r.l. (the "Selling Shareholder"). The Selling Shareholder will receive all of the net proceeds of the Offering. The Offering consists of (i) an

initial public offering to retail and institutional investors in Belgium (the "Belgian Offering"); (ii) a public offering without listing in Japan (the "Japanese

Public Offering"); (iii) a private placement in the United States to persons who are reasonably believed to be "qualified institutional buyers" or "QIBs" (as

defined in Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")), in reliance on Rule 144A; and (iv) private

placements to institutional investors in the rest of the world. The Offering outside the United States will be made in compliance with Regulation S

("Regulation S") under the U.S. Securities Act.

The Selling Shareholder is initially offering upto 47,000,000 Offer Shares in the Offering. In thecase of oversubscription, the Selling Shareholder may decide to

increase the number of Offer Shares by up to 9,000,000 Offer Shares (the "Increase Option"), in accordance with Article 10 of the Royal Decree of May 17,2007

on primary market practices. If the Increase Option is exercised in full, the Selling Shareholder will offer a total of 56,000,000 Offer Shares.

Concurrently with the Offering, the Company will implement a share purchase plan for certain of bpost"s employees (the "SPP"), conditional upon the closing

of the Offering. Eligible participants in the SPP will be able to purchase a fixed number of Shares from the Selling Shareholder at a price representinga

discount of 16.67% to the Offer Price. A total of 5,500,026 Shares will be offered under the SPP. The offer under the SPP will be made in compliance with

Regulation S and does not form part of the Offering. The application made to list the Shares on Euronext Brussels will extend to the Shares offered underthe

SPP.

The Selling Shareholder has granted to J.P. Morgan Securities plc, as stabilization manager (the "Stabilization Manager"), on behalf of itself and the

Underwriters (as defined herein), an option to purchase up to 15% of the number of Offer Shares sold in the Offering (including pursuant to any exerciseof the

Increase Option) (the "Over-allotment Shares") at the Offer Price (as defined below) to cover over-allotments or short positions, if any, in connection with the

Offering (the "Over-allotment Option"). The Over-allotment Option will be exercisable for a period of 30 calendar days from the first day of trading in the

Shares. As used herein, the term "Offer Shares" shall include any Over-allotment Shares (unless the context requires otherwise).

An investment in the Offer Shares involves substantial risks and uncertainties, in particular the risk factors relating to the regulatory and legislative

environment (see "Part I: Summary" on pages 15 to 17 and"Part II:Risk Factors"2. Risks Relating to the Regulatory and Legislative Environment"

on pages 28 to 39), and more generally the risk factors relating to bpost"s business (see "Part I: Summary" on pages 12 to 14 and "Part II:Risk Factors

- 1. Risks Relating to bpost"s Business" on pages 22 to 28) and the risk factors relating to the offering (see "Part I: Summary" on page 17 and "Part II:

Risk Factors"3. Risks Relating to the Offering" on pages 39 to 44). All of these risk factors must be considered before investing in the Offer Shares.

PRICE RANGE:€12.50 TO€15.00 PER OFFER SHARE

The price per Offer Share (the "Offer Price") will be determined during the Offering Period (as defined herein) through a book-building process in which only

institutional investors can participate. The date of determination of the Offer Price is herein referred to as the "Pricing Date." The actual number of Offer

Shares to be sold by the Selling Shareholder in the Offering (including any decision by the Selling Shareholder 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 andthe

allocation to retail investors, which 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. The Offer Price will be a single price in euro, exclusive of the Belgian tax on stock exchange transactions, and costs chargedby

financial intermediaries for the submission of applications, if any, that will apply to all investors, whether retail or institutional. The Offer Price is expected to

be between€12.50 and€15.00 per Offer Share (the "Price Range"), although it may be set below the lower end of the Price Range. The Offer Price for

investors shall not, however, exceed the higher end of the Price Range.

The offering period (the "Offering Period") will begin on June 6, 2013 and is expected to close no later than 4:00 pm (CET) on June 19, 2013, subject to the

possibility of an early closing, provided that the Offering Period will in any event be open for at least six business days from the availability of thisProspectus.

Certain of these dates will not apply to the Japanese Public Offering. Any early closing of the Offering Period will be published in the Belgian financial press,

and the dates for each of pricing, allocation, publication of the Offer Price and results of the Offering, conditional trading and closing of the Offering will in

such case be adjusted accordingly.

Prior to the Offering, there has been no public market for the Shares. An application has been made to list the Shares on Euronext Brussels under the symbol

"BPOST." Trading of the Shares on Euronext Brussels is expected to commence, on an "if-and-when-delivered" basis, on or about June 21, 2013 (the "Listing

Date").

Delivery of the Offer Shares is expected to take place in book-entry form against payment therefor in immediately available funds on or about June 25, 2013

(the "Closing Date") to investors" securities accountsviaEuroclear Belgium, the Belgian central securities depository.

This document constitutes an offer and listing prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council

of the European Union (as amended, including by Directive 2010/73/EU, the "Prospectus Directive") and has been prepared in accordance with Article 20of

the Belgian Law of June 16, 2006 on the public offering of securities and the admission of securities to trading on a regulated market, as amended (the

"Prospectus Law"). This Prospectus was approved by the Belgian Financial Services and Market Authority (the "FSMA") on June 5, 2013.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the Offer Shares in any jurisdiction or to any person to whom it

would be unlawful to make such an offer.

The Offer Shares have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state or other jurisdiction of the

United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an applicable exemption from, or in a

transaction not subject to, the registration requirements of the U.S. Securities Act. Prospective purchasers are hereby notified that sellers of the Shares may be

relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions on

transfer of the Shares, see "Part XIX: Transfer Restrictions."

Joint Global Coordinators

J.P. Morgan Nomura BNP Paribas Fortis

Joint International Bookrunners

J.P. Morgan Nomura Morgan Stanley UBS

Joint Belgian Bookrunners

BNP Paribas Fortis KBC Securities ING

Joint Lead Managers

RBC Capital Markets Belfius

Co-Lead Managers

Bank Degroof Petercam

Prospectus dated June 5, 2013

IMPORTANT INFORMATION

In accordance with Article 61, §1 and §2 of the Prospectus Law, the Company, represented by its Board of

Directors, assumes responsibility for the completeness and accuracy of all of the contents of this Prospectus.

Certain sections of this Prospectus have been drafted on the basis of the information provided by the Selling

Shareholder relating to (i) the description of the Selling Shareholder and its shareholding in the Company; (ii) the

description of the Over-allotment Option granted by the Selling Shareholder; and (iii) the use of proceeds of the

Offering. The Selling Shareholder also assumes responsibility for these sections of the Prospectus.

Having taken all reasonable care to ensure that such is the case, each of the Company (for the entirety of this

Prospectus) and the Selling Shareholder (only with respect to the sections for which it assumes responsibility)

attests that the information contained in this Prospectus is, to the best of its knowledge, in accordance with the

facts and contains no omission likely to affect its import.

None of J.P. Morgan Securities plc, Nomura International plc, BNP Paribas Fortis SA/NV, Morgan Stanley &

Co. International plc, UBS Limited, ING Belgium SA/NV, KBC Securities SA/NV, RBC Europe Limited,

Belfius Bank SA/NV, Bank Degroof SA/NV or Petercam SA/NV makes any representation or warranty, express

or implied, as to, or assumes any responsibility for, the accuracy or completeness or verification of the

information in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or

representation by the Underwriters, whether as to the past or the future. Accordingly, the Underwriters disclaim,

to the fullest extent permitted by applicable law, any and all liability, whether arising in tort, contract or

otherwise, which they might otherwise be found to have in respect of this Prospectus.

In making an investment decision, investors must rely on their own assessment of the Company and the terms of

this Prospectus, including the merits and risks involved. Any purchase of the Offer Shares should be based on the

assessments that the investor in question may deem necessary, including the legal basis and consequences of the

Offering, and including possible tax consequences that may apply, before deciding whether or not to invest in the

Offer Shares. In addition to their own assessment of the Company and the terms of the Offering, investors should

rely only on the information contained in this Prospectus, including the risk factors described herein, and any

notices that are published by the Company under current legislation or the rules of Euronext Brussels applying to

issuers of shares.

No person has been authorized to give any information or to make any representation in connection with the

Offering other than those contained in this Prospectus, and, if given or made, such information or representation

must not be relied upon as having been authorized. Without prejudice to the Company"s obligation to publish

supplements to the Prospectus when legally required (as described below), the delivery of this Prospectus at any

time after the date hereof shall not, under any circumstances, create any implication that there has been no

change in the affairs of bpost since the date hereof or that the information set forth in this Prospectus is correct as

of any time since its date.

The Underwriters are acting exclusively for the Company and the Selling Shareholder and no one else in

connection with the Offering. They will not regard any other person (whether or not a recipient of this document)

as their respective clients in relation to the Offering and will not be responsible to anyone other than the

Company and the Selling Shareholder for providing the protections afforded to their respective clients nor for

giving advice in relation to the Offering or any transaction or arrangement referred to herein.

The FSMA approved this Prospectus on June 5, 2013 in accordance with Article 23 of the Prospectus Law. The

FSMA"s approval does not imply any opinion by the FSMA on the suitability and the quality of the Offering or

on the status of the Company. This Prospectus has been prepared in English and has been translated into Dutch

and French. The Company is responsible for the consistency between the Dutch, French and English versions of

the Prospectus. In the case of discrepancies between the different versions of this Prospectus, the English version

will prevail.

The information in this Prospectus is as of the date printed on the front of the cover, unless expressly stated

otherwise. The delivery of this Prospectus at any time does not imply that there has been no change in bpost"s

business or affairs since the date hereof or that the information contained herein is correct as of any time

subsequent to the date hereof. In accordance with Article 34 of the Prospectus Law, in the event of any changes

to the information in this Prospectus that may affect the valuation of the Offer Shares during the period from the

date of announcement to the first day of trading, a supplement to this Prospectus shall be published. Any

supplement is subject to approval by the FSMA, in the same manner as this Prospectus and must be made public

in the same manner as this Prospectus. i

If a supplement to the Prospectus is published, investors shall have the right to withdraw their orders made prior

to the publication of the supplement. Such withdrawal must be done within the time limits set forth in the

supplement (which shall not be shorter than two business days after publication of the supplement).

The distribution of this Prospectus and the Offering may, in certain jurisdictions, be restricted by law, and this

Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any

jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make

such offer or solicitation. This Prospectus does not constitute an offer of, or an invitation to, purchase any Offer

Shares in any jurisdiction in which such offer or invitation would be unlawful. The Company, the Selling

Shareholder and the Underwriters require persons into whose possession this Prospectus comes to inform

themselves of and observe all such restrictions. None of the Company, the Selling Shareholder or the

Underwriters accepts any legal responsibility for any violation by any person, whether or not a prospective

purchaser of Shares, of any such restrictions. The Company, the Selling Shareholder and the Underwriters

reserve the right in their own absolute discretion to reject any offer to purchase Shares that the Company, the

Selling Shareholder, the Underwriters or their respective agents believe may give rise to a breach or violation of

any laws, rules or regulations.

STABILIZATION

In connection with the Offering, J.P. Morgan Securities plc or its affiliates will act as Stabilization Manager on

behalf of itself and the Underwriters and may engage in transactions that stabilize, maintain or otherwise affect

the price of the Shares for up to 30 calendar days from the first day of trading in the Shares on Euronext Brussels

(the "Stabilization Period"). These activities may support the market price of the Shares at a level higher than

that which might otherwise prevail. Stabilization will not be executed above the Offer Price. Such transactions

may be effected on Euronext Brussels, in the over-the-counter markets or otherwise. The Stabilization Manager

and its agents are not required to engage in any of these activities and, as such, there is no assurance that these

activities will be undertaken; if undertaken, the Stabilization Manager or its agents may end any of these

activities at any time and they must be brought to an end at the end of the 30-day period mentioned above.

Within five business days of the end of the Stabilization Period, the following information will be published in

accordance with Article 5, §2 of the Royal Decree of May 17, 2007 on primary markets practices: (i) whether or

not stabilization was undertaken; (ii) the date at which stabilization started; (iii) the date on which stabilization

last occurred; (iv) the price range within which stabilization was carried out, for each of the dates on which

stabilization transactions were carried out; and (v) the final size of the Offering, including the result of the

stabilization and the exercise of the Over-allotment Option, if any.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

bpost"s unaudited interim condensed consolidated financial statements as of and for the three months ended

March 31, 2013 and its audited consolidated financial statements as of and for the years ended December 31,

2012, 2011 and 2010 have been prepared in accordance with International Financial Reporting Standards as

adopted by the European Union ("IFRS"). Its audited consolidated financial statements as of and for the years

ended December 31, 2012, 2011 and 2010 have been audited by Ernst & Young Bedrijfsrevisoren BV CVBA and PVMD Bedrijfsrevisoren-Reviseurs d"Entreprises SC SCRL.

Effective January 1, 2013, bpost has two operating segments: Mail and Retail Solutions (MRS) and Parcels &

International (P&I). Prior to that date, it had three operating segments: Residential market and mass channels (RSS),

Business (BIZ) and P&I. bpost has included its results of operations by operating segment in its financial statements

for the first time in the audited financial statements covering the years ended December 31, 2012, 2011 and 2010. It

has also included its results of operations by operating segment in "Part XI: Operating and Financial Review and

Prospects." It has elected to present its results of operations by operating segment according to both the decision-

making organizational unit that was in force from 2010 to 2012 and the new decision-making organizational

structure that was in place from January 1, 2013 in order to facilitate comparability. The operating segments are the

lowest level at which performance is assessed by the Chief Operating Decision Maker under the definition of IFRS

8.22. The Chief Operating Decision Maker is the Board of Directors.

Rounding adjustments have been made in calculating some of the financial information included in this

Prospectus. As a result, figures shown as totals in some tables may not be exact arithmetic aggregations of the

figures that precede them. ii

Non-IFRS Financial Measures

Management believes that bpost"s operating performance cannot be measured solely on the basis of its reported

IFRS historical financial information. bpost measures its financial performance using financial measures that are

not defined under IFRS, such as EBIT, EBITDA and operating free cash flow. bpost uses EBIT, EBITDA and

operating free cash flow to facilitate the comparison of its operating performance and because it believes these

measures are frequently used by securities analysts. EBIT, EBITDA and operating free cash flow have

limitations as analytical tools, and prospective purchasers should not consider them in isolation from, or as a

substitute for analysis of, financial measures that are defined under IFRS. These measures may also not be

comparable to other similarly titled measures used by other companies and, therefore, do not provide a basis for

comparison of bpost"s financial performance with that of other companies.

EBIT corresponds to the line item profit from operating activities on bpost"s consolidated income statement and

bpost defines EBITDA as EBIT plus depreciation and amortization. Operating free cash flow represents net cash

from operating activities less net cash used in investing activities.

bpost also analyzes the performance of its activities on a normalized 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 analyses. bpost strives to use a consistent approach when

determining if an income or expense item is recurring or non-recurring and if it is significant enough to be

excluded from the reported figures to obtain the normalized figures. A non-recurring item is deemed to be

significant if it amounts to€20 million or more. All profits or losses on disposals of activities are normalized

regardless of the amount they represent. Reversals of provisions whose addition had been normalized from

income are also normalized regardless of the amount they represent. All other normalizations must both be non-

recurring and must amount to€20 million or more.

Normalized operating free cash flow in 2010 and 2012 excludes the impact of the unwinding of the cash

management arrangements that existed between bpost and the Belgian state treasury until 2010. This unwinding

translated into the repayment of advances received from the Belgian state and of deposits received from third

parties under the cash management arrangements. Normalized operating free cash flow in 2012 and for the three

months ended March 31, 2013 and 2012 also excludes the repayment of the alleged overcompensation for the

SGEIs following the decision of the European Commission of January 25, 2012. See "Part VIII: Business " 16.

Legal Proceedings " 16.1 State aid" and "Part XI: Operating and Financial Review and Prospects " 3. Key

Factors Affecting Results of Operations " Compensation for SGEIs."

The presentation of normalized results is not in conformity with IFRS and is not audited. The normalized

results may not be comparable to normalized figures reported by other companies as those companies may

compute their normalized figures differently from bpost.For a reconciliation of normalized performance

measures to the relevant IFRS measures, see "Part X: Selected Consolidated Financial Information and

Operating Data."

Belgian GAAP Information

The Company maintains its official accounting records and prepares its unconsolidated financial statements for

statutory purposes in accordance with accounting principles generally accepted in Belgium ("Belgian GAAP").

Also, the Company"s ability to pay dividends and its dividend policy are based upon its unconsolidated statutory

accounts prepared in accordance with Belgian GAAP. A reconciliation of net profit in accordance with Belgian

GAAP to net profit in accordance with IFRS for the three months ended March 31, 2013 and 2012 and the years

ended December 31, 2012, 2011 and 2010 is set forth in "Part V: Dividends and Dividend Policy " Reconciliation of IFRS Consolidated Net Profit to Belgian GAAP Unconsolidated Net Profit." See also "Appendix A: Extracts from Belgian GAAP Unconsolidated Financial Statements of the Company."

In addition, prior to 2005, bpost prepared its consolidated financial statements in accordance with Belgian

GAAP. In this Prospectus, all financial data for 2003 and 2004 is presented in accordance with Belgian GAAP.

This data is not comparable to the corresponding data for the years 2005 to 2012. Investors should consult their

own professional advisors for an understanding of the differences between IFRS and Belgian GAAP and how

these differences might affect the financial data provided herein. iii

Other Information

In this Prospectus, references to the "Company" are to bpost SA/NV and references to "bpost" are to the

Company together with its consolidated subsidiaries.

References to the "Belgian state" are to the Kingdom of Belgium and the federal government of the Kingdom of

Belgium. References to "euro" or "€" are to the common currency of the member states of the EU that are part of

the Eurozone. References to the "United States" or the "U.S." are to the United States of America and references

to "U.S. dollars" or "$" are to the lawful currency of the United States. NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

The Offer Shares have not been and will not be registered under the U.S. Securities Act and are being offered and

sold: (i) in the United States only to persons who are reasonably believed to be QIBs in reliance on Rule 144A;

and (ii) outside the United States in compliance with Regulation S. Prospective investors are hereby notified that

sellers of the Offer Shares may be relying on the exemption from the registration requirements of Section 5 of the

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