Guide to the Royal Mail Employee Share Offers: the Free Shares Offer and the Employee Priority Offer

Transcription

1 Guide to the Royal Mail Employee Share Offers: the Free Shares Offer and the Employee Priority Offer

2 Contents Section 1 How to use this guide 3 What is on offer? 4 Who is eligible? 6 How do I apply or opt out? 7 Section 2 The Free Shares Offer 8 Section 3 The Employee Priority Offer 16 Section 4 Managing your shares 20 Other important information 21 Taking shares out of the SIP 22 Frequently asked questions 24 Examples of how the Free Shares Offer will work 28 Jargon buster 30 Contacts 32 Terms and conditions of Free Shares 34 Terms in bold are defined in the jargon buster. 2

3 How to use this guide This guide explains the two Employee Share Offers that are available to eligible employees. To get the most from this guide, follow the five steps below. 1 4 Read What is on offer? (page 4) to get a general overview of how you may benefit from the Employee Share Offers that are available to you. 2 Find out more about the Employee Share Offers that are available to you by reading the sections which answer questions about each Employee Share Offer, starting on page 10. Each section answers important questions about the shares that are available through that offer. 3 Read the Other important information section set out from page 21. If you still have any questions, please call the Royal Mail Employee Share Offers Helpline on Lines are open from 8.30am to 6pm Monday to Friday, and from 9am to 12 noon on Saturdays (not including UK bank holidays). You can also ask a share offer expert questions live online through the website Or, you can visit an Employee Share Offers drop-in session. These will be taking place at more than 100 of our sites across the UK. Further details are also available at 5 If you want to accept your Free Shares under the Free Shares Offer, do not respond to this mailing. If you do not want to accept your Free Shares under the Free Shares Offer, please fill in the opt-out form enclosed in this mailing and return it as explained on page 7. There are more details about the Employee Priority Offer, and how to register for it, on page 16. 3

4 1 What is on offer? If you are eligible, you can receive shares under the Employee Share Offers in two ways. Being automatically given Free Shares through the Free Shares Offer. Buying extra shares through the Employee Priority Offer, see page 16. Free Shares The Government confirmed on 10 July 2013 that it intends to make 10% of shares in Royal Mail available for the benefit of employees, free of charge, at the time Royal Mail is floated on the London Stock Exchange (the flotation). Those shares will automatically be given, for free, to all eligible employees at the time of the flotation. Unless you leave Royal Mail employment, your Free Shares will be held in the SIP on your behalf until you decide to take them out of the SIP. In line with HM Revenue & Customs (HMRC) rules, if you are given Free Shares, you cannot take them out of the SIP or sell them for at least three years, except in certain circumstances. Please see page 22 of this guide for more details. More employees will be able to take part in the Free Shares Offer than in any other UK privatisation for almost 30 years. Approximately 150,000 Royal Mail employees the overwhelming majority of Royal Mail Group Limited employees in the UK are eligible for Free Shares. This is the largest free stake of any major UK privatisation. The Government intends to give shares to eligible employees for free under a tax-advantaged arrangement known as a Share Incentive Plan (SIP). If you want to take part in the Free Shares Offer, do not respond to this mailing. You will automatically be given the Free Shares if you continue to be eligible for the offer based on the criteria on page 6. After the flotation, we will contact you again with more details about your shares and how you can access your shareholding account. 4

5 1 How will I benefit from the Free Shares Offer? You will be given your shares for free. You may benefit further if the share price rises during the time you are a shareholder. However, it is important to remember that the value of shares can go down as well as up. Also, like other shareholders, you will be eligible to receive any dividends we pay. You will be able to vote on key issues. You will be able to direct the SIP Trustee on how to vote, on your behalf, on issues at annual general meetings (AGMs) and other shareholder meetings. If you decide not to take up the Free Shares Offer, you will need to opt out. For details of how to do this, please see page 7 of this guide. The Employee Share Offers will only apply if the flotation takes place. If the flotation takes place, but is delayed, the Government may decide to make new arrangements for the offers. The Free Shares Offer will also only apply if HMRC approves the SIP. The Government is responsible for deciding whether or not to go ahead with the flotation. If the flotation does not take place, you will not be given any shares in Royal Mail. For details about the Employee Priority Offer, see page 16. What is a share? A share is a single unit of ownership in a company. The Employee Share Offers will only apply if the flotation takes place. If the flotation takes place but is delayed, the Government may decide to make new arrangements for the offers. The Free Shares Offer will also only apply if HMRC approves the SIP. The Government is responsible for deciding whether or not to go ahead with the flotation. If the flotation does not take place, you will not be given any shares in Royal Mail. You should not base any financial decisions on the Government s flotation plans for Royal Mail at this stage. 5

6 1 Who is eligible? The overwhelming majority of Royal Mail Group Limited s employees in the UK, including employees working in Parcelforce Worldwide, are eligible for the Free Shares Offer if they meet certain conditions or eligibility criteria. Employees of GLS and employees of other subsidiaries and joint ventures are not eligible for Free Shares. The following employees are eligible for Free Shares. Full-time and part-time employees in the UK who have been employed continuously by Royal Mail Group Limited from 10 July 2013 (the date the Government made its Parliamentary Statement) and are still employed by Royal Mail Group Limited when Free Shares are given to eligible employees. This includes Royal Mail employees who are on permanent, temporary or fixed-term contracts, and those who are under 18 years of age. Employees who leave Royal Mail for any reason after 10 July 2013 but before the Free Shares are given to eligible employees will not be given any Free Shares. Eligible full-time UK employees will each be given the same number of shares, regardless of their grade. Eligible part-time employees will be given a pro-rata number of Free Shares (up to the maximum number of shares allocated to a full-time eligible employee). This means that the number of Free Shares eligible part-time employees are given will be based on their paid hours between 10 July 2013 (the date the Government made its Parliamentary Statement) and a cut-off date several days before the date of the flotation. This may mean part-time employees receive a reduced number of Free Shares. We will tell you the cut-off date as soon as it has been decided and can be publicly announced. Part-time eligible employees on paid or unpaid leave (including those on maternity or paternity leave) during all or part of the period between 10 July 2013 and the cut-off date referred to above will have their entitlement based on their standard contractual hours. Full-time eligible employees on paid or unpaid leave (including those on maternity or paternity leave) during all or part of that period will be treated as eligible full-time employees for the whole period. The same rules will apply for deciding who is eligible to take part in the Employee Priority Offer, with the following exceptions. To be eligible to take part in the Employee Priority Offer, employees will need to have an address in the UK and be located in the UK when they apply for shares and will need to have been continuously employed by Royal Mail Group Limited from 10 July 2013 until the date the Intention to Float Announcement was made. This is the date when the proposed flotation is formally announced to the general public, not the date on which the Free Shares will be given to eligible employees. This date is available on To check whether you are eligible for the Free Shares Offer or the Employee Priority Offer (or both), you can call the Royal Mail Employee Share Offers Helpline on or read the terms and conditions on pages 34 and 35. 6

7 1 How do I apply or opt out? Free Shares Offer If you want to be given shares under the Free Shares Offer, you do not need to respond to this mailing. You do not need to make a payment or provide written authorisation. We will automatically enrol you in the SIP if you are still eligible when the Free Shares are given to eligible employees at the time of the flotation, and we will contact you about your shares after the flotation. If for any reason you do not want to accept your Free Shares, you can tell us by filling in the opt-out form enclosed with this mailing, and posting it in the pre-paid envelope provided with this guide so that the Employee Share Offers administrator Equiniti, receives it within 25 days of the date on which we (Royal Mail) posted this mailing to you. This deadline is available online at and is also available through the Royal Mail Employee Share Offers Helpline. Once you have filled in and returned the opt-out form, you will not be able to change your mind. If you choose to opt out of the Free Shares Offer, this will not affect your eligibility for any offer of shares we may decide to make under the SIP in the future, or any application you make under the Employee Priority Offer. If Equiniti receives your opt-out form after the deadline mentioned above, we will not accept it and, if you are an eligible employee, you will be given the Free Shares. If you want to opt out, you should fill in the opt-out form as soon as possible and return it to Equiniti so that they receive it before the deadline. You send the opt-out form at your own risk. We will not accept any responsibility if, for whatever reason, your form is late. Employee Priority Offer You will need to apply if you want to buy shares. You cannot apply for shares under the Employee Priority Offer until we have published the prospectus, which will be available on when the Retail Offer opens. However, you can now register your interest, and ask us to send you an application form at the relevant time, by going to or ringing the Royal Mail Employee Share Offers Helpline on Whether or not you have previously registered your interest, if you decide to apply to buy shares, from the date we publish the prospectus, you can download, fill in and return your own personalised form from Or, you can ask us to send you an application form, which you must then fill in and return. There are more details about the Employee Priority Offer and how to apply to buy shares on page 16. This is a time-limited offer you will only have a short time to fill in and return the relevant application form with your payment. The Government will not accept late applications. 7

8 2 Employee Share Offers: the Free Shares Offer Topics covered in this section: Background to Free Shares The facts about owning shares Key features of Free Shares Share Incentive Plan Important questions and answers Background to Free Shares The Government will give 10% of shares in Royal Mail to eligible employees (who have not opted out) automatically and for free. These Free Shares will be held through a SIP at the time of the flotation. More employees will be able to take part in the Free Shares Offer than in any other UK privatisation for almost 30 years. Approximately 150,000 Royal Mail employees the overwhelming majority of Royal Mail Group Limited employees in the UK are eligible for Free Shares. This is the largest free stake of any major UK privatisation. You should not respond to this mailing if you want to be given Free Shares. You will automatically be given your Free Shares unless you fill in and return the enclosed opt-out form and the Employee Share Offers administrator, Equiniti, receives it within 25 days of the date on which we posted this mailing to you (see page 7), or you are no longer eligible when the Free Shares are given to eligible employees. The deadline to return your opt-out form is available online at and from the Royal Mail Employee Share Offers Helpline. The facts about owning shares A share is a single unit of ownership in a company. The share price is decided by the stock market. It reflects the market s view of the business, its prospects and general market conditions. You will be able to see the share price every day that the stock market is open. Once you become a shareholder, you will have voting rights and, like other shareholders, will be eligible to receive any dividends we pay. The value of shares can go down as well as up. If you have any questions about how owning shares will affect your financial position, you should get independent financial advice. Neither we (Royal Mail) nor the Employee Share Offers administrator (Equiniti) can give you independent financial advice. 8

9 2 Key features Each of our eligible full-time employees will be given the same number of Free Shares, regardless of their grade. Eligible part-time employees will be given a pro-rata number of Free Shares (up to the maximum number of shares allocated to a full-time eligible employee) based on their paid hours between 10 July 2013 (the date the Government made its Parliamentary Statement) and a cut-off date several days before the date of the flotation. We will tell you this date as soon as it has been decided and can be publicly announced. What is a Share Incentive Plan (SIP)? A SIP allows you to be given shares without paying income tax or National Insurance on the shares as long as you meet certain conditions. There are also capital gains tax advantages while you hold shares in the SIP. Share Incentive Plan Your Free Shares will be held in a tax-advantaged HMRC-approved SIP. Even if you stay in Royal Mail employment, this places some restrictions on your access to the Free Shares. The Free Shares will not be held in your own name but will be held by a Trustee on your behalf until you decide to take them out of the SIP. You will still have voting and dividend rights from the time you are awarded your Free Shares. Please see page 24 for more details. After three years, you can sell your Free Shares or transfer them out of the SIP but you may have to pay income tax and National Insurance on the shares. Please see Taking shares out of the SIP on page 22 for details. After five years, you will not have to pay income tax or National Insurance on the Free Shares. You will not have to pay capital gains tax when the Free Shares leave the SIP. If you leave Royal Mail for any reason before Free Shares are awarded to eligible employees at the time of the flotation, you will not be given any Free Shares. If you leave Royal Mail after you have been given Free Shares, you may lose them. Please see page 23 for more details. You will automatically be given your Free Shares, unless you opt out, and we will contact you about your Free Shares after the flotation. The Government is responsible for deciding whether or not to go ahead with the flotation. If the flotation does not take place, you will not be given any shares in Royal Mail. You should not base any financial decisions on the Government s flotation plans for Royal Mail at this stage. 9

10 2 Important questions How do I know if I am eligible? There is an outline of the eligibility criteria for the Free Shares Offer on page 6. If you have received this mailing and remain in Royal Mail employment until the date on which the Free Shares are given to employees, it is highly likely that you are eligible. If you want to check whether you are eligible for Free Shares, you can call the Royal Mail Employee Share Offers Helpline on or read the terms and conditions on pages Will my Free Shares be completely free? Yes. The Government has confirmed that eligible employees will be given their shares for free. You will not have to pay for your Free Shares, and you will not have to pay any charges, commission or stamp duty when they are given to you. You may have to pay income tax and National Insurance on the value of your Free Shares depending on when you decide to sell them or have to take them out of the SIP. You do not have to pay capital gains tax if you sell your Free Shares straight from the SIP. If you withdraw your shares from the SIP and hold them for a period of time after they have been withdrawn, you may have to pay capital gains tax and dealing costs when you sell your Free Shares. What do I need to do to be given my Free Shares? If you want to be given Free Shares, do not respond to this mailing. You will automatically be given your Free Shares unless you opt out. Following the flotation, Equiniti will send an allocation notice to your home address. The notice will confirm how many shares you have been given and their value when they were given to you (see page 14). Can I buy extra shares in Royal Mail? Yes, under the Employee Priority Offer you can apply to buy extra shares in Royal Mail and your application will have priority over applications from members of the general public up to the relevant limit (called the Priority Limit). For full details about this offer, see page 16. You can, of course, buy shares at any time after the flotation through a stockbroker or other channels, as with any other company whose shares are traded on the London Stock Exchange. What are the terms on which I will be given Free Shares? The terms and conditions which will apply to your Free Shares are set out at the end of this guide, starting on page 34. By not responding to this mailing you are agreeing to be given Free Shares and to accept and agree to those terms and conditions. Full details of the SIP are given in the Trust deed and rules which are available from the Employee Share Offers administrator, Equiniti. If there is any difference between this guide, and the relevant Trust deed and rules, or the SIP legislation that applies, the relevant Trust deed, rules and SIP legislation will apply. In particular, tax laws change from time to time. You should remember that you may lose your Free Shares if you leave Royal Mail employment. You should keep any SIP documents you receive in a safe place, in case you need to refer to them in the future. The Government has confirmed that eligible employees will be given their shares for free. 10

11 2 Your Free Shares at a glance The Government will give 10% of the shares in Royal Mail to eligible employees, automatically and for free, through a SIP, at the time of the flotation. All eligible employees will automatically be given Free Shares unless they fill in and return the enclosed opt-out form. For the full eligibility criteria, see page 6. Each of our eligible full-time employees will be given the same number of Free Shares, regardless of their grade. Eligible part-time employees will be given a pro-rata number of Free Shares. Please see page 31 for more details. We will allocate Free Shares under a tax-advantaged arrangement known as a SIP. While you hold Free Shares in the SIP you will have voting rights and receive any dividends that we pay to our shareholders. You will not have to pay any capital gains tax when you take your Free Shares out of the SIP. Please see page 22 for further details. During the first three years after you are given your Free Shares, you cannot sell them except in certain circumstances (please see page 23 for details of these circumstances). If you keep your Free Shares in the SIP for five years from the date you are given them, you won t have to pay any income tax or National Insurance on their value when you sell them. 11

12 2 How will I benefit? You will be given your shares for free. You may benefit further if the share price rises during the time you are a shareholder. Also, like other shareholders, you will be eligible to receive any dividends we pay. You will be able to vote on key issues. You will be able to direct the SIP Trustee how to vote, on your behalf, on issues at annual general meetings (AGMs) and other shareholder meetings. How does it work? If the flotation goes ahead, shares in Royal Mail will start to trade on the London Stock Exchange. Shortly after you are given Free Shares, Equiniti will send you an allocation notice telling you the number of Free Shares you have been given and their value when they are given to you. Examples of how your shareholding will work are shown on pages 28 and 29. Will the full 10% of shares be given to eligible employees at the time of the flotation? The Government will give 10% of shares in Royal Mail to an employee Trust set up in connection with the SIP at the time of the flotation. These shares will be used to give Free Shares under the Free Shares Offer to eligible employees who have not returned an opt-out form. It may not be possible to allocate all the shares given to the employee Trust because people may leave Royal Mail employment shortly before the shares are allocated and because all eligible employees need to be given a whole number of shares. Under tax legislation, a maximum of 3,000 of free shares can be awarded. Therefore, if employees are eligible for more than 3,000, the number of free shares which cannot be allocated may become larger. Further details on what will happen to those free shares are given on page 13. It is important to remember that the value of shares can go down as well as up. You could get less than the initial value of the shares shown on your allocation notice. If you have any questions about how owning shares will affect your financial position, you should get independent financial advice. Neither we (Royal Mail) nor the Employee Share Offers administrator (Equiniti) can provide independent financial advice. If you leave Royal Mail, your Free Shares must come out of the SIP. See page 22 for more information. 12

13 2 What happens if the value of Free Shares an eligible employee is entitled to receive at the time of the flotation is more than 3,000? Under HMRC rules, the maximum value of Free Shares that can be given to an employee in any tax year is 3,000. If this applies, the number of Free Shares that eligible full-time employees receive at the time of the flotation will be reduced (scaled-back) so that they only receive 3,000 worth of Free Shares. If we need to do this, we will also reduce the number of shares that eligible part-time employees are given by the same proportion. To protect the tax advantages of the SIP for eligible employees, the scaled-back Free Shares will be given to eligible employees as soon as possible in the next tax year (that is, on or after 6 April 2014). Assuming the number of eligible employees who opt out of Free Shares remains the same in April 2014, eligible employees will still be given all of their scaled-back Free Shares as long as they continue to be an employee of Royal Mail Group Limited when the scaled-back Free Shares are given to eligible employees. What will happen to any Free Shares that are not awarded at the time of the flotation or which employees lose because they leave Royal Mail after the flotation? The shares the Government is giving to the employee Trust set up in connection with the SIP will be automatically given to all eligible employees for free at the time of the flotation. However, Free Shares may be or may become unallocated (for example, because employees leave Royal Mail for one of the reasons that would cause them to lose their Free Shares or if the 3,000 limit becomes relevant, as set out previously). From time to time, these unallocated Free Shares will be given to employees who are eligible at that time. The precise timing of any extra allocation of Free Shares will depend on many things. On or before the fifth anniversary of the flotation, all remaining unallocated Free Shares will be given to eligible employees, or to the Rowland Hill Trust or another charity for the benefit of postal workers or their dependants. Can I keep my shares in the SIP indefinitely? Under HMRC rules, you cannot take your Free Shares out of the SIP in the first three years unless you leave Royal Mail in circumstances where you do not lose your Free Shares (see page 23). After three years you can take your Free Shares out of the SIP (although you may have to pay income tax and National Insurance depending on when you take them out), but you can leave them in the SIP for as long as you like, unless you have to take them out. After five years, you can leave your Free Shares in the SIP for as long as you wish. You may have to take your Free Shares out of the SIP in certain circumstances (for example if you leave Royal Mail or there is a takeover of Royal Mail, see pages 23 and 26). We will contact you if you have to take your Free Shares out of the SIP. 13

14 2 Do I need to apply to be given Free Shares? No. As long as you are eligible (see page 6 for eligibility details), you will be treated as accepting the Free Shares we are offering you, unless you opt out. If the flotation goes ahead, you will automatically be given your Free Shares at the time of the flotation. Equiniti, the Employee Share Offers administrator, will contact you after the flotation with an allocation notice to tell you how many Free Shares you have been given and to give you details of how to access your shareholding account with your activation code. What if I want to opt out? If for any reason you do not want to accept your Free Shares, you must tell us by filling in the opt-out form enclosed with this mailing and returning it in the pre-paid envelope provided so that Equiniti receives it within 25 days of the date on which we posted this mailing to you. This deadline is available online at and is available through the Royal Mail Employee Share Offers Helpline. Once you have opted out of the Free Shares Offer, you will not be able to change your mind. If Equiniti receives your opt-out form after the deadline mentioned above, we will not accept it and you will be given your Free Shares if you are an eligible employee. If you want to opt out, you should make sure Equiniti receives your opt-out form before the deadline. What documents will I receive? Shortly after you are given your Free Shares, Equiniti will send an allocation notice to your home address telling you how many Free Shares you have been given and their value when they were given to you. You will need to keep this allocation notice safe. It is vital that we have your correct name and address details so you must keep us up to date with any changes. Please see below for information about how to change your name and address details. When Equiniti sends you your allocation notice, they will also give you an activation code. This will give you access to your shareholding account at Here, you will be able to keep track of the value of your shares and find out more information if you have any questions. You will also receive a statement every year confirming the number of shares you own and the value of those shares on the date of the statement. We will need to write to you about your shares. It is vital that we have your correct name and address details and you must keep us up to date with any changes. To tell us about any changes to your name or address details, you can do the following. Tell your manager, and ask them to update your details on the People System Portal (PSP). Update your details through PSP, if you have access to the system. Fill in the change of address form on and post it to: Personal Data Changes Team, HR Services, Royal Mail, Pond Street, Sheffield, S98 6HR. 14

15 2 What will happen if I do not fill in the opt-out form correctly? The opt-out form asks for your contact details so that we can contact you after we have received your opt-out form. Although neither we nor Equiniti has a duty to do so, we may use this to contact you if anything is not clear or you have not filled in part of your opt-out form fully. We will not accept your opt-out form if it is not signed and dated, but we have the right to accept an opt-out form which is incomplete or has been amended. We will make the decision whether to accept or reject an opt-out form. Our decision is final. You should fill in the form as accurately as possible. If you have any questions about how to fill in the opt-out form or the deadline for returning your opt-out form, you should contact the Royal Mail Employee Share Offers Helpline on You send the opt-out form at your own risk. We will not accept any responsibility if, for whatever reason, your form is late. Can I put my Free Shares towards my pension? You can use the cash proceeds from selling your Free Shares to make your own pension contributions, known as additional voluntary contributions (AVCs), into your Royal Mail pension plan if you leave Royal Mail because you have an injury or disability which means you can no longer do your job, you are made redundant, you retire, or the part of the company or business you work for is sold or transferred. You should contact the Employee Share Offers administrator, Equiniti, at the time you sell your Free Shares if you want to make an AVC. If you are retiring, making an AVC in this way may delay the date you receive your pension benefits. Otherwise, you can only put your Free Shares towards your pension if you are still in employment with Royal Mail and have held your Free Shares for at least three years. In that case, you can also sell your Free Shares and make AVCs as above, although, if you sell your Free Shares before you have held them for five years, there will be income tax and National Insurance to pay. You should carefully consider whether you want to use your Free Shares to make AVCs and it is strongly recommended that you should get independent financial advice before doing so. Tax and pensions law can also change from time to time. Neither we, the pension scheme trustees nor the Employee Share Offers administrator, Equiniti, can give you independent financial advice. 15

16 3 Employee Share Offers: the Employee Priority Offer You do not have to take part in the Employee Priority Offer, but if you do, you can receive extra shares as well as any Free Shares you receive. You will have to pay for shares under the Employee Priority Offer. As an employee, if you want to buy extra shares in Royal Mail at the time of the flotation, you should apply for shares through the Employee Priority Offer. You should not apply through the wider Retail Offer, which is being promoted to members of the public, as you will not be given priority when shares are allocated. You also should not apply through an intermediary as, again, you will not be given priority when shares are allocated. How does the Employee Priority Offer work? In the Employee Priority Offer, shares will be offered to eligible employees who will be able to buy shares at the same price as members of the public. However, your application will have priority over applications we receive from members of the public, up to a limit of 10,000. The 10,000 limit may change, as explained on page 17. Shares are unpredictable and are a risky investment. Their value can go down as well as up, which means that you could lose the original value of the shares you buy under the Employee Priority Offer. You should get independent financial advice about owning shares. Neither we nor the Employee Share Offers administrator, Equiniti, can provide independent financial advice. Am I eligible? Most Royal Mail Group Limited employees will be eligible for the Employee Priority Offer. This includes Royal Mail employees who are on permanent, temporary or fixed-term contracts, and those who are under 18 years of age, as long as they have UK taxable earnings (or would have UK taxable earnings if they had not had a period of absence). To qualify for the Employee Priority Offer, you will need to have a UK address and have been employed by Royal Mail Group Limited on 10 July 2013, and continue to be employed on the date the Intention to Float Announcement was made. You also need to be located in the UK when you apply for shares in the Employee Priority Offer. If you are not sure whether you are eligible, you can call the Royal Mail Employee Share Offers Helpline on Please see page 32 for details of the opening hours of the helpline. Although you can register your interest now, you cannot apply for shares under the Employee Priority Offer until we have published the prospectus and the Retail Offer is open. Please see page 18 for further details of how to apply for shares under the Employee Priority Offer. 16

17 3 What is the minimum and maximum application amount under the Employee Priority Offer? Under the Employee Priority Offer, the minimum application amount is 500. This is lower than the minimum application amount for members of the public under the wider Retail Offer, which is 750. There is no maximum application amount but, in certain circumstances, you will only receive priority on the first 10,000 you apply for. This is known as the priority limit. Any shares you apply for over 10,000 will be treated as a separate application in the wider Retail Offer. You cannot apply for more than 10,000 online. Instead you must fill in a paper application form and return it by post with your payment by cheque. You will need to register now if you want us to send you a paper application form when we publish the prospectus and the Retail Offer is open. There will also be a limit (equivalent to 10% of the total number of shares offered under the Retail Offer) on the total number of priority shares available under the Employee Priority Offer. This means that, if the total value of all applications the Government receives would be over the 10% limit, it will be necessary to reduce the individual priority limit of 10,000 to a lower figure which, depending on certain circumstances, could be lower than the minimum application amount. If the priority limit is reduced, and you apply for more than this reduced limit, you cannot receive more than the reduced priority limit on a priority basis. This means the reduced limit will affect larger applications before it affects smaller applications. Again, any value of shares you apply for over the reduced priority limit will be treated as a separate application in the wider Retail Offer and the same allocation policy will apply as for applications from members of the general public in the wider Retail Offer. There will be more details in the prospectus which will be published nearer the flotation date. What else do I need to read before applying for shares in the Employee Priority Offer? If you want to apply for shares in the Employee Priority Offer, you should read the prospectus which we will publish nearer the flotation date. The terms and conditions which apply to your application for shares in the Employee Priority Offer will be set out in the prospectus. What if I want to apply for more than the 10,000 priority limit in the Employee Priority Offer? If you apply in the Employee Priority Offer for more than 10,000, any amount over 10,000 will automatically be treated as a separate application in the wider Retail Offer and will be dealt with under the same allocation policy that applies to members of the public who apply in the wider Retail Offer. Please note that the priority limit may be reduced from 10,000 to a lower figure which, in certain circumstances, could be lower than the minimum application amount, as outlined previously. As we have already said, you are not able to apply online for more than 10,000 of shares, so you will instead need to fill in and return a paper application form and pay by cheque. What else should I know? Any shares you buy through the Employee Priority Offer will be separate from any Free Shares you are given. They will be held in the Royal Mail Nominee Share Service. You will be given the option to hold them in your name through a share certificate if you wish to do so. Like any other shareholder, you will be able to sell these shares or buy more at any time, and you will not lose them if you leave Royal Mail employment. You can look at the table included on page 4 of the letter that came with this guide for a summary of the main differences between the Employee Priority Offer and the Free Shares Offer. 17

18 3 How do I apply? You cannot apply for shares under the Employee Priority Offer until we have published the prospectus and the Retail Offer is open. However, you can register your interest and ask us to send you an application form at the relevant time by going to or by ringing the Royal Mail Employee Share Offers Helpline on You can apply for shares under the Employee Priority Offer in a number of ways. Apply online (up to 10,000) by visiting and pay by debit card. Download your own personalised application form from fill it in and return it by post, with your payment by cheque. As explained above, you cannot apply for more than 10,000 online. Contact the Royal Mail Employee Share Offers Helpline on and ask for an Employee Priority Offer application form. You will need to fill it in and return it by post, with your payment by cheque. If, for whatever reason, you cannot receive all the shares you have applied for, we will return the balance of your application money to you, as long as it is more than the price of one share under the Retail Offer. No interest will be paid. The full prospectus, as well as a summary prospectus, will be available at together with details of how you can get paper copies of these. Once the Employee Priority Offer is open, you will only have a short time to fill the application form in and return it with your payment. The Government will not accept applications it receives after the closing date. You can register at to receive notifications so that you receive announcements as soon as they are made, or to ask us to send you an application form. We will announce the deadline to apply for the Employee Priority Offer once we know it. You do not have to apply for shares in the Employee Priority Offer if you do not want to buy extra shares. Whether or not you apply under the Employee Priority Offer will not affect your entitlement to Free Shares. Like any member of the public, you will only be able to make one application to buy Royal Mail shares. As an employee, you only have priority if you apply to buy shares through the Employee Priority Offer application process. You will not have priority if you apply to buy shares through the Retail Offer. So, you should not apply to buy shares through the wider Retail Offer, or through the Intermediaries Offer. 18

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20 4 Managing your shares You can use the Royal Mail Employee Shares website ( to manage your Free Shares, as well as any shares you buy through the Employee Priority Offer. Before the flotation date you will be able to use the website to: register and apply for the Employee Priority Offer; and read any announcements that have been made about the Free Shares Offer. After the flotation, once you have received your activation code and registered, you will be able to use the website to: see details of any Royal Mail shares you have been given through the Free Shares Offer; see details of any Royal Mail shares you have bought under the Employee Priority Offer; track how long you have held your Free Shares in the SIP; and sell your available shares, depending on the restrictions that apply to Free Shares as previously explained. How will I access my Employee Share Offers website account? Once you receive your activation code, you will be able to access your shareholding account at You will need to register to use your account. To do this, click Register under the first-time users section of the welcome page and follow the online instructions. You will need your National Insurance number (which is shown on your payslip). You will then need to type in your unique activation code, which Equiniti will send to you after the flotation with your allocation notice. You will be able to see Royal Mail s share price at any time on and on screens in your workplace. The share price will also be published in most newspapers and will be available online at 20