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Printmgr File 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 into whose possession this Prospectus may be lawfully delivered in 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. Failure to 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 European Economic 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 this medium may be altered or changed during the process of electronic transmission and consequently none of the Underwriters, any person who controls any of the Underwriters, the Company or the Selling Shareholder, any director, officer, employee or agent of any of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format 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 Ordinary Shares 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 limited liability 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 up to 47,000,000 Offer Shares in the Offering. In the case 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 representing a 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 under the 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 exercise of 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).
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