Royal Mait Group
From the Chairman
‘ . 3rd Floor
Alle Perkios 100 Victoria Embankment
LONDON
EC4Y OHQ
Dear Alice
Chairman of Post Office Ltd
Further to our recent conversations, I am pleased to confixm that the Nominations Committee
of the Board of Royal Mail Holdings PLC has recommended to the Secretary of State that you
be appointed as Chainman of Post Office Ltd (“the Company”). The Secretary of State has
consented to this appointment,
1, Termof Appointment
(@) You shall serve the Company as a non-executive director from 22nd July 2011 and then as
Chairman following the September 2011 board meetirg of the company, ‘The appointment
will run for a period rolling for 12 months as there is no fixed time for contract, Tn this
connection, the terms and conditions of your appointment are set out below, it being agreed
‘that this is a contract for services and not a contrat of employment.
(b) Your appointment is subject to the provisions of the Articles of Association of the
Company and any subsequent changes to those Articles.
(©) You will devote an average of two days per weck to Post Office Ltd.
2. ‘Remuneration
‘You will be paid monthly, j for your services during your term of your appointment
as Chairman, fees totalling ‘per annum or such higher amount as the Company may
from time to time determing, in accordance with the Articles of the Company, and notify to
you in writing. The first review of your fees will be at the second anniversary of your
appointment,
a
aot Mat Grup Ld is epitred in nga an mE 300 Vos Lone, ecov cha,
WITNO0740101
WITNO0740101
Exhibit WITN00740101
v
Lensiyent wy te Slurs ?
Cont...
hotel and incidental expenses, which you may incur in performing your duties.
4. Bowers ana Dates a) cor
fate to your role as
(@) You shall exercise such powers and perform such duties as are ap}
Non-executive director and Chairman.
(®) You shall comply with all regulations of, the Company including, without limitation,
regulations with respect to confidentiality, dealings in shares and notifications required to be
made by a director to the Company or any other regulatory body under the Companies Acts,
the Articles or any other regulations of the Company. You will observe the terms and
conditions of the City Code on Takeovers and Mergers and the rules of the UK Listing
Authority, .
(@) You shall not, either during the term of your appointment as a director or thereafter:
@ use to the detriment or prejudice of the group of companies of which Royal Mail
Holdings plc is the ultimate parent (“the Group”) or divulge or communicate td
any person any trade secret or any other confidential information conceming the
business or aflairs of the Company or the Group (except to employees or directors
of the Group whose province it is to know the same) wiich may have come to
your knowledge during the term of your appointment; or 2
@) use for your own purpose or for any other purposes other than those of the Group
any information or knowledge of a confidential nature, which you may from time
to time acquire in relation to any member of the Group. This restriction shall cease
to apply to any information or knowledge, which may come into the public
domain (except through your default)
(®) During the term of your appointment as a director and Chairman, you shall not be or
become a director or employee or agent of any enterprise, or have or acquire any material
financial interest in any enterprise, which competes or is likely to compete or has a significant
business relationship with any member of the Group without the prior consent of the Royal
Mail Holdings ple Board in writing (such consent not to be unreasonably withheld or
delayed), Please note that in accordance with provision A.4,3 of the Combined Code any
changes to your other significant commitments should be disclosed to the Board before
appointment,
‘The Company has taken out insurance cover for directors’ and officers’ liabilities. Full details
of this cover can be obtained from me.
© Royal MOLL Group Led 2011~ Pave 2 of &
(2) temas 15. et ella oth
3. Expenses
Wdnmane gs
(@) Subject to the Articles, the Company shall reimburse you for all reasonable travelling, /
A ,
7. ‘Termination of Appointment
‘Your appointment shall terminate on the earliest of:-
(@) Your ceasing to be a director for any reason pursuant to the Aiticles or any other applicable
Jaw;
(b) If you are removed from your office by the Chainman of Royal Mail Holdings Ple giving
12 months notice in line with section 1 (a) above;
(©) Similarly you will be required to give 1? months notice of your intention to terminate
‘your appointment. z
8. etur -aper's
You shall promptly whenever requested by the Company and in any event upon your ceasing
to be a ditector of the Company deliver up to the Company all lists of clients or customers,
correspondence and all other documents, papers and records which may have been prepared
by you or have come into your possession as a director of the Company. You shal! not retain
copies, Title and copyright therein shall vest in the Company.
9. Conflicts of Interest
‘The Company acknowledges that you may have business interests other than those of the
Company. The Company has agreed that theze are no conflicts apparent at present.
Jn the event that you become aware of any potential conflicts of interes you would need to
disclose these to the Company Secretary as soon as they become apparéht; should a conflict
arise during a Board discussion, you would need to declare this interest to the Board and if.
necessary withdraw from that discussion,
The Company has determined you to be ‘independent’ according to the provisions of the
Combined Code,
10. Priorities
As we have discussed, the key tasks of the role will be to create the new Board of Post Office
Ltd and lead it through the transition from being a subsidiary Board to becoming the Board of
a sister company to Royal Mail Group and then into direct Government ownership or
whatever model the Government ultimately views as appropriate for Post Office Ltd,
At the same time as this transition taking place, Post Office Ltd is obliged to deliver the plan
that it has agreed earlier this year with the Government for the future size and profitability of
the Company. You will lead the Board in its role of supporting the strategy and its execution,
developing future steategy and holding to account executive management through normal
governance mechanisms.
© Roya Mal Group Uke 2011- Page 3 of 4
WITNO0740101
WITNO0740101
Exhibit WITN00740101
Cont...
Ivory mich look forward to you joining us as we work together on this important phase in the
evolution of the Post Office.
Yours sincerely
© Royal Masi Group Les 2001 Foye 4 of 4