Alychlo will table proposals for improved governance at the General Meeting of Shareholders of the Unifiedpost Group

29 April 2024

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In the interest of the company and its stakeholders, Alychlo believes that improved governance is necessary.

More information can be found in the press release below.

“Good governance leads to good companies.”

Alychlo, which currently holds 17.02% of Unifiedpost Group’s shares, has asked the Board of Directors to add several items to the agenda of the General Meeting of Shareholders scheduled for 21 May 2024.

Since the IPO on 22 September 2020, the Unifiedpost Group has underperformed regularly. The expectations and predetermined targets for the IPO or in later stages have rarely been met. Market expectations are not being met and the performance of the Unifiedpost Group lags significantly behind both the industry and peer companies. The current share price is about 80% below the IPO price. Alychlo attributes this underperformance to the aforementioned disappointments and to a manifest lack of confidence from many shareholders in the current governance. Alychlo has consequently engaged in dialogue multiple times with the Chairman of the Board and the CEO of the Unifiedpost Group since November 2023, only to note that his has not led to a constructive development.

Alychlo is nonetheless strongly convinced that the Unifiedpost Group can achieve accelerated sustainable and profitable growth in a healthy market. Alychlo therefore tabled proposals for improved governance so as to improve the results and increasing transparency in the interest of all stakeholders, especially employees, customers and shareholders. Key elements include strengthening the Board of Directors with independent members who have knowledge of the sector, balancing the dependent directors (according to the latest information available, the 4 dependent directors currently represent 16.93% of the shares), and appointing an independent chairman.

Underperformance of the Unifiedpost Group

Several facts underlie Alychlo’s concerns:

1. Promises are not kept: the IPO business plan was not realised in any way.

a. In 2023, organic growth of 7.6% was achieved in digital processing, while an annual growth of 25% was promised during the IPO.
b. In 2023, the gross margin of digital processing was 43.2%, while a gross margin of 60% was projected during the IPO
c. In 2023, the UPG generated a negative cash flow of €13.7 million, while it was projected that the cash flow would be positive already in 2022.

2. Despite the recent restructuring, costs remain excessive and are not under control. In 2023, total expenses remained at €217.7 million, barely 1% below those of 2022.

3. The financing of the company (often at 11% or more) is very expensive, and makes it harder to reach the break-even point for the Unifiedpost Group. There is moreover a lack of a clear financial plan and the requisite credibility to address the high interest cost (€14.1 million in 2023) in the short term.

Alychlo calls for a change in the current governance

“Keeping the same team doing the same thing will lead to the same results.”
In the interest of the company and its stakeholders, Alychlo believes that improved governance is
necessary. The following proposals will be tabled at the General Meeting of Shareholders:

1. Strengthen the Board of Directors so as to:

– Add additional expertise in both the software and fintech sectors. We propose Jürgen
Ingels* (Founder and Managing Partner at Smartfin, serving on the advisory boards
and boards of directors of various technology companies) and Joris Van der Gucht*
(Founder and former CEO of SAAS Fintech company Silverfin) as independent directors.

– Anchor the main shareholder Alychlo in the UPG. We propose Els Degroote*
(Investment Principal Alychlo) and Pieter Bourgeois* (CEO Alychlo).

2. Dismiss Stefan Yee* and Michael Kleindl* as directors.

Alychlo further stressed the importance of an independent chairman of the Board of Directors. One of the current independent directors should preferably become the new chairman of the Board.

Alychlo wishes to convey in clear terms its commitment to the Unifiedpost Group. Alychlo will remain steadfastly and unremittingly committed to defending the interests of the company and its stakeholders. It moreover wishes to have a discussion with the Board of Directors about the aforementioned concerns and proposals at the upcoming Annual General Meeting of Shareholders so that shareholders can then vote on them.

*Permanent representative of the respective legal entities, (candidate) directors