Sales Europe Meeting LEGAL & IR

June 2015

Purpose of this presentation

• What Corporate Services (Legal) can do for Sales• Contracting & billing entities• Who may sign contracts ?• A word on International Relations

Support from Corporate Services- Legal :WHEN & WHAT?• For general legal questions

• Advice on international postal laws & regulations

• Contract reviews & Mark up (non standard contracts, incl. tenders)

• Advice and coordination regarding the drafting of new standard contract templates

• Review of standard contract templates to adapt to changing business needs

• Advice on (pre)litigation

• Corporate Housekeeping matters

• Delegations of Authority

No absolute minimum threshold - if in doubt, please contact us!

Collaboration required from Business• Read contract document yourself :

- Does it reflect what has been agreed?- Can we live up to the pure business terms, e.g. SLA, OPS & other

requirements from Customer?

• For contract drafting: - Provide a term sheet with key points of intended collaboration

(bullets will do)

• Especially in pre-litigation:- Provide complete file with all relevant information/ documentation

• Set realistic deadlines to allow for quality feedback & advice : involve us early in new projects

Landmark activities in Europe, US and AsiaContracting & billing entities

Group structure

Bpost NV/SA

BPI NV/SA

bpost International UK

Ltdbpost HK Limited

bpost SG Pte Ltd

bpost International

Logistics (Beijing) Co Ltd.

Landmark Global Inc.

Landmark Global NL B.V.

Landmark Trade Services NL B.V.

Landmark Global UK Ltd

Landmark Global (Australia)

distribution Pty ltd

Landmark Trade Services Ltd (US)

bpost US holdings Inc

bpost International US

Inc

Mail Services Inc

European entities

bpost NV BPI NV

bpost International (UK)

Ltd

Landmark Global UK Limited

Landmark Global (NL) B.V.

Landmark Trade Services (NL) B.V.

Preliminary remarks• The rules described hereafter:

• will only apply for NEW customers – for existing customers currently no change is foreseen due to tax impact of transfer of business to another entity.

• do not include billing rules for Landmark Trade Services and transport brokerage services offered by bpost UK

• apply irrespective of the IT-system being used (e.g. Mercury, BIS, …)

• Assumption for storage and fulfillment services in the EU• There is NO specific part of the storage facility assigned for the

exclusive use of the customer; i.e. Landmark can decide to move the goods to another location in the storage facility as it sees fit. (1)

• Currently fulfillment services are offered in:• United Kingdom• The Netherlands• Norway (Third party storage location)• Hungary (Third party storage location)• China (Third party storage location)

(1) Article 31a of Council Implementing Regulation (EU) No 1042/2013 of 7 October 2013

Preliminary remarks• Specific sensitivity in use of bpost NV - BPI NV

• Since bpost NV can only deduct part of its VAT, cost savings can be made for products for which an important part of the costs are incurred with VAT (typically ADS products) by using BPI NV instead.

• General rule for ADS customers: the entire contract will be made on BPI NV, including for destinations shipped with Maxipak• Reason: due to operational reasons and IT-integration -

there is only one label and one integration with the customer, irrespective of the product used.

• Consequence: intercompany billing from bpost NV to BPI NV for the Maxipak product

Remark: pure mail customers (i.e. no mix with ADS) should always have a contract with bpost NV!

Contracting & billing entity1. Customers buying direct shipping services

Main rule: deposit centric model, i.e. country where the customer deposits its products determines the billing entity

Example:• A customer established in the UK deposits in Heston

=> contract with bpost International (UK) Ltd• A Dutch customer deposits ADS product in EMC

=> contract with BPI NV

Exception: The only current exception is bpost International Logistics (Beijing) Co Ltd who does not have external customers, customers are with bpost NV (or BPI NV for ADS).

Example:• A customer established in the UK, deposits Maxipak & Minipak

in Beijing => contract with bpost NV

Contracting & billing entitySales/billing entity Deposit in … Shipping services

bpost International (UK) Ltd

UK All mail & parcels products, incl . ADS

bpost NV Belgium, EMC All volumail & direct mail, MiniPak, MaxiPak

BPI NV Belgium, EMC ADS (mail or parcels)

Landmark Global Inc. USAll mail & parcels products, incl . ADS

Mail Services Inc. US All mail products, incl. ADS

bpost Hong Kong Ltd HKAll mail & parcels products, incl. ADS

bpost Singapore Pte Ltd SGAll mail & parcels products, incl.ADS

bpost NV(1)

BPI NV for ADS onlyCN

All mail & parcels products, incl. ADS

(1) Exception to the general rule.

Contracting & billing entity2. Customers with storage and fulfillment services

Main rule: country where the storage/fulfillment takes place (e.g. The Netherlands, United Kingdom), generally the shipping charges will be billed from that same entity.

Exceptions:• storage in Norway => contract with LG (Netherlands) BV

(Norwegian fiscal representative)Reason: oncharging of Norwegian VAT on storage, handling and local distribution requires a Norwegian VAT registration for the Landmark billing entity - should be limited to LG (Netherlands) BV

• Storage in Hungary => contract with LG (Netherlands) BV Reason: LG (Netherlands) BV has the contract with the third party warehouse keeper.

Contracting & billing entity

Sales/billing entity Storage location

bpost International (UK) Ltd UK

Landmark Global (Netherlands) BV

The Netherlands

Landmark Global (Netherlands) BV

Hungary

Landmark Global (Netherlands) BV- Norway fiscal representation

Norway

bpost NVBPI NV (for ADS only)

China

Any deviations to the above contracting and billing rules or opening of new fulfillment locations should be approved upfront by Finance (Elke Segers) & Tax (Ingrid De Swert).

Landmark Global in Europe

Subdelegations of Authority

Customer Contracts bpost NV & BPI NV

• Above 150k € and/or for non-standard contracts, 2nd signature from Finance (Controlling) required (David S / Elke S as back-up)

• Legal/Tax advice required for non-standard contracts• Pricing Policy, Derogations Policy, DRB rules must be

respectedThreshold Signature

< 6 Mio Member of Executive Committee (Kurt P)

< 3 Mio VP Sales & OPS EU, VP Corp. Service, or CEO Landmark (Patrick J, Elke S or Dave M)

<300k € Senior Director Sales (Craig)

< 150k € Standard contract (zero changes to BIS contract!): Account Managers

Customer Contracts (bpost UK & Landmark Global NL)

• Above 150k £/€ and/or for non-standard contracts, 2nd signature from Finance (Controlling) required (Sophie S. / Elke S as back-up)

• Legal/Tax advice required for non-standard contracts• Pricing Policy (and all other policies in place) must be respected

Threshold Signature

≥3Mio £/€ “Directors” (Dave M; Kurt P, Pierre W )

<3 Mio £/€ VP Sales & OPS EU, VP Corp. Services (Patrick J or Elke S)

<300k £/€ Senior Director Sales (Craig)

<150k £/€Account manager in case of standard contract (zero changes to standard template)

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Calculation of threshold values:Customer contracts

• Values are excl. VAT

• Entire contract term counts

• Renewable contracts: initial term

• Contracts of unlimited duration: 3x the annual value of the contract

• Contracts & tenders with several lots: values are summed up

• Connected contracts for same customer/project are summed up

• Thresholds apply to both private and public contracts

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Threshold values for Credit Notes (bpost NV & BPI NV)

• Rectification of errors & commercial gestures

• Threshold = net difference, not full invoice amount when initial invoice is credited and new invoice issued

• Maximum amount of CN = amount invoiced to or paid by customer

• Signature from requester, plus 2nd signature from Craig, or from Controlling (David S. or Elke S. as back-up) for amounts > 10k €

• Monthly reporting of Credit Notes to Member of Executive Committee

Threshold Signature

> 100k € Member of Executive Committee (Kurt P)

> 30k € CEO Landmark Global (Dave M)

< 30k € VP Sales & Ops or VP Corp. Services (Patrick J. or Elke S)

< 10k € Senior Sales Director (Craig)

< 1k € Regional Sales Manager

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Threshold values for giving credit notes (bpost UK & Landmark Global NL)• Rectification of errors & commercial gestures

• Threshold = net difference, not full invoice amount when initial invoice is credited and new invoice issued

• Maximum amount of CN = amount invoiced to or paid by the customer

• Signature from requester, plus 2nd signature from Craig, or from Controlling (Sophie S. or Elke S. as back-up) for amounts > 10k GBP/€

• Monthly reporting of Credit Notes to Member of Executive Committee

Threshold Signature

> 30k GBP/ € CEO Landmark Global (Dave M)

< 30k GBP/ € VP Sales & Ops or VP Corp. Services (Patrick J. or Elke S)

< 10k GBP/ € Senior Sales Director (Craig)

< 1k GBP/ € Regional Sales Manager

General contract info

• Signed contracts are crucial – no contract, no proof!

• New standard Customer Contracts under construction for:• bpost UK (Shipping, Fulfillment)• Landmark NL (Fulfillment)• LTS (Consultancy, Fiscal Representation)• All non-EU entities (Shipping, Fulfillment)

• Customers without BIS contracts: • contract must be sent in PDF format to keep control over text

changes• Signed version to be uploaded in Mercury

A word on International Relations

1. Reminder: NO ABA remailing:

• Sender in country A (ex: France)

• Item posted in country B (ex: Belgium)

• Addressee in country A (ex: France)

• Valid for mail & parcels • Manual with examples and further explanation will be uploaded

in Resource Center soon - if in doubt: please ask IR (Marc P/Carola)

2. Prioritization of requests for special deals, bilaterals …• realistic estimate of volumes that are to follow• realistic timing

Legal disclaimer

This document contains valuable confidential and proprietary information of Landmark Global. Such confidential and proprietary information includes, amongst others but not limited, proprietary intellectual property which can be legally protected and commercialized. Except with the express prior written permission of Landmark Global, this document and the information contained herein may not be published, disclosed, or used for any other purpose.

Ownership of all Landmark Global information, no matter in what media it resides, remains with Landmark Global.

Copyright © 2014, Landmark Global.