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Shareholder
Executive
HM Government
Post Office Limited (“POL”)
Annual Review
November 2012
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Contents
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t+) Executive Summary
Business Overview
Long Term Strategy
Business Plan
Valuation Analysis
Operating Performance
Board and Management
Government Stakeholders
Shareholder Executive Role
Traffic Light Analysis
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Appendix
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1 Executive Summary
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(1) Key Messages
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(1) Key Issues
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? Business Overview
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e Business Overview
“At the Post Office our aim is to provide you with the things that are important to you — from your savings account to
your broadband package, your car insurance to your rod fishing licence. Whether you pop into a branch or shop online,
you can be sure all your needs will be handled with care. That's the Post Office promise.”
[vi]
Ea
== @®
Telephony and Other
* Provision of stamps, labels,
international mail, special
delivery and parcel services for
Royal Mail
* Shop-floor retail including
lottery, collectibles (e.g.
Olympic coins) and stationery
a
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* Key growth area, including
POCA services (e.g. benefits
‘exception for claimants opting
not to use a bank accourt),
passport check-and-send, DVLA
diving licence renewals, and a
range of identity services
+= Broad range of financial services
including bill payments, local
business banking services (e.g,
deposits), counter banking
services on behalf of UK retail
* Retail home phone and
broadband services in conjunction
with British Telecom (migrating to
Fujitsu in 2013)
* Also includes a small range of
banks, ATMSs, foreign exchange, miscellaneous services including
Insurance and savings cash-transit and warehousing
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e [to delete]
= Operates a larger network than all UK retail banks
combined, with 93% of the UK population (99% of those
in towns and cities) living within one mile of a branch
— Privately Owned Branches: Standalone and hosted
branches (e.g. in a convenience store, or Symbol
premises), owned and managed by entrepreneurs (ie.
known as “subpostmasters")
— Franchise / Multiple Retailers: Hosted branches
located in premises of franchisees (e.g. WHSmith) or
multiple retailers (e.g. Coop)
Co-op (c.510)
mTesco (c.210)
i Other Multiples (c.30)
1 Other (0.2,250)
— Crown Branches: Mostly large branches in city centre
locations, owned by POL, and focused on providing
POL's range of services
— Qutreach Services: Mobile branches serving mainly
remote locations where a traditional Post Office is not
viable or practical. These enable POL to maintain POL Network Split
service provision in smaller communities
lm Crown Branches
Outreach Services
@ Shareholder = Franchise / Multiple Retailers
Executive: m Privately Owned Branches
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e Business Overview: Market and Regulation
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Market overview
+ [Description of the markets in which the Portfolio Company
operates]
+ [Major competitors]
Regulatory
+ [Description of regulatory environment}
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3 Long Term Strategy
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eo Overview
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= POL's current commercj
— marks a tuming poi
considerable period
criteria) and key sery
payment facilities fo
Government saving
= Built around 3 key finar
ona “clear path” towarI
Network Transform:
“U
rPaNiRY BERENS
bf time
)
icial and commercial pillars, which in turn sup}
is mutualisation by the end of this parliament.
overnment's core policy goal for POL to be
"TT
private ownership I
Crown Transformation
ation
Public versu:
"of public ownershif
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eo The Network Transformation Programme — The Plan
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eo The Network Transformation Programme — Where Are We Today?
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eo Crown Transformation Strategy - The Plan
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eo Crown Transformation Strategy - Where Are We Today?
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eo Revenue Growth — The Plan
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eo Revenue Growth — Where Are We Today?
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eo Mutualisation — The Plan
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eo Mutualisation — Where Are We Today?
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eo Other Key Strategic Initiatives
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4 POL’s Business Plan
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C4) The 2010 “Strat Plan”
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C4) The 2010 “Strat Plan” - Operating Performance to Date vs. Target
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C4) Income Statement
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C4) Historical Performance to Budget
Deets [argo I actt [Target [Target I Target Target I Tarot]
Ey
(Target)
(Target)
(Target)
‘Commercial
(Target)
(Target)
(Target)
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C4) Income Statement — Revenue Analysis
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C4) Income Statement — Cost Analysis
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C4) Cashflow Statement
Year ended 008A I 2009A I 20108 2012F 2013F oir I 2015F CAGR
em 2011
EBITDA
Movement in working capital
Capital expenditure
‘Operating cash flow
Dividends
Other
Net cash flow
Closing net debt
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C4) Cashflow Statement - Capex Analysis
~ ~ cial I cual call mad ~ tet
= Project 2 capex
Rotum on invosimore (4)
«= Project 3 capex
FRotum on invostmort(%)
Total capex (ém)
“Total capex (of revere)
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C4) Balance Sheet
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C4) Threats and Opportunities
+ [Identify opportunities not currently in the current business plan to increase revenues (e.g. new products),
reduce costs or capex. Comment on management plans to progress]
+ [Identify threats/risks not currently in the current business plan that could substantially impact revenues, costs
‘or capex. Comment on management plans to mitigate]
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C4) Restructuring and Organisational Change
+ [Identify opportunities not currently in the current business plan to increase revenues (e.g. new products),
reduce costs or capex. Comment on management plans to progress]
+ [Identify threats/risks not currently in the current business plan that could substantially impact revenues, costs
‘or capex. Comment on management plans to mitigate]
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Indicative Valuation
Analysis
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e Overview
+ [DCF valuation and assumptions]
+ [Company and transaction comparables]
+ [Movement in value from last time and explanation]
+ [Factors impacting the likelihood of achieving the valuation in a private sector sale e.g. pension liabilities]
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(Comme al
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Board and Management
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© Pot's Board
= Following the recent recruitment of Tim Franklin as NED, POL has a complete and independent Board for the first time
in its history
of backgrounds, and provide active support to senior management across a number of key areas of the business (e.g.
retail competencies, Goverment Services and Financial Services, mutualisation and mutual ways of working)
— management have indicated that there has been an increased level of scrutiny / challenge in recent months in terms of,
financial results and commercial performance more broadly
= Quality of management team is [/\J)-J9 in POL's traffic light assessment
— more time needed to develop a firm view on the team’s ability to deliver Network / Crown transformation, and growth
— despite the track record of some recent hires, private sector experience among senior managers remains limited
— some conflicting interactions recently on commercial matters; these have been discussed with management at length
— departure of HR director has seen her responsibilities split across existing management; this is being monitored closely
— succession plan not currently in place, but currently one area of focus for Paul Vennells
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eo Remuneration
+ Remuneration and incentives
*POL MD remuneration set through RM Board remuneration
process. HMG also has an approval right over POL executive
incentive arrangements to deliver the strategy agreed in October
2010. When the business separates, new articles of association
will give HMG fuller rights to approve POL Board remuneration
directly. Upon separation from Royal Mail, ShEx will join the POL
board.
*Bonus worthy metrics are split between financial performance
(focus product sales, all product contribution, operating profit,
total operational costs, free cashflow), customer (call centre
performance, mystery shopper) and people (staff engagement
index, serious accidents).
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[ Government Stakeholders
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e Overview
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Stakeholder _I Stakeholder interest seein of ey Current Issues Strategy fo. Cbtaln ipo
Relationship Overcome Barriers
HMT + HMG shareholding * Strong ShEx working I* Discussions ongoingre I= Maintained close dialogue
relationship with key ‘mutualisation and will need I and sharing of strategy
HMG lending f business I arr teom to work closely with HMT
. ‘and budget (on progression of
impact of Business proposals,
performance
Cabinet Office I* * POL's position in providing I* Continue to identify an
strategy and role in Simeritn expanding and” face-totace transactonsin I _ target Key contact,
providing transactions to I renewing post CO light of digital deivery and I coordinating with POL
Supportoniine services. I _reorganisations. OPS White paper. where required.
DWP * Contracts with POL for I» Good working relations I» POL's role in delivering I Maintain close dialogue and
payment of benefits Universal Credit, the coordinate with POL where
impact of UC on POCA. required.
DAT (DVLA) I= Contracts with POL for I» Strong working * DVLA plans to procure a _ I= Maintain close dialogue and
provision of services relationships wider range of face-to-face I appropriate procedures
services shortly ~ crucial to I during procurement process.
POL's GS strategy.
Home Office I= Contracts with POL for I= Some relationships inI» UKBA procurement * Attempt to expand contacts
(IPS, UKBA) provision of check and I place - could be outstanding. with key senior officials,
send’ passport strengthened « Direction on data collection I coordinating with POL.
applications fereaine pascoerte where required
unclear - key projected
revenues for POL.
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Shareholder Executive
Role
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e Overview
The Shareholder Executive POL Team
Title Name Role
Director ‘Susanna Storey ({e]%) Head of Shex RMPS Team
Il 1%) Head of RMPS POL Te
Mike Whitehead (100%) Network and Staket
Jane Hoy ([#]%) Government and Financial Services Support
ider Engagement
Tim McInnes (80%) Financial and Commercial Monitoring, Mutualisation
HEO Peter Batten (100%) Network and Stakeholder Engagement
Fast Streamer Jai Nathan (80%) Mutualisation, Government and Financial Services Support
= ShEx has a dual-role in working with POL, representing Government as a responsible shareholder and playing a key
role as a voice within Government (e.g. guidance on political and commercial issues and, on occasion, client insight)
— active relationships are maintained across multiple tiers of executive and senior management
— strong relationship maintained with HMT team (e.g. James Perry, [¢])
— work with selected advisers (e.g. Freshfield’s on legal and Deloitte on finance)
— some interactions with other advisers (e.g. Rothschild on mutualisation, Linklaters on legal, and other ad hoc consultants)
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Traffic Light Analysis
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1. Shareholder Relationship
2. Implementation of Shareholder Model
Chair's letter not yet issued. Policy and shareholder
management roles are combined within ShEx.
3. Quality of Management Team & Board
4. Strategy
5. Financial Performance
6. Balance Sheet & Risk
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Strategic plan may not create shareholder value in the
short term, pending modernisation.
The company doesn't produce pr
/e economic profit as
network access criteria exceeds a commercial network.
Balance sheet is insolvent.
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A
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Further Financial
Information
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C4) Further Information on Current Trading
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C4) 2011 Budget and Plan Reforecast
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A2 [Appendix]
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Appendices
+ Traffic light analysis
+ Governance documentation: [Chair letter, Shareholder Executive terms of reference]
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eo Current Trading and Outlook
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