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Eoin Cassells

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Eoin Cassells 7 June 2018 Dear Scheme Member HOUSE OF FRASER BEATTIES & JENNERS PENSION SCHEME (the “Pension Scheme”) Why have we sent you this announcement? We are writing to update you on the current significant events that have impacted the House of Fraser group of companies and how this may affect the Pension Scheme. You may have read in the press that the economic environment has had a significant detrimental effect on the House of Fraser trading model. Consequently House of Fraser has taken the difficult decision to make changes to its trading arrangements. House of Fraser (Stores) Limited (the “HoF Stores”) is the principal employer of the Pension Scheme and House of Fraser (UK & Ireland) Limited (“UKI”) is the other participating employer supporting the Pension Scheme. A separate company, House of Fraser Limited (“HoF Limited”) is a guarantor in relation to the Pension Scheme, which means it could be called on to support the Pension Scheme if HoF Stores or UKI cannot support it. You may have become aware that both HoF Stores and HoF Limited have proposed a Company Voluntary Arrangement (“CVA”). This communication outlines what this means for the Pension Scheme and what will happen next. What is a CVA? A CVA is a statutory process, which can be used by a company to compromise (or agree to reduce) some or all of its creditors’ claims against it or to enable some other restructuring of the company's affairs. A CVA is typically, although not always, proposed with a view to avoiding an insolvent administration or liquidation that would otherwise be likely to occur if the CVA is not approved and implemented. A CVA requires the company to make a proposal to its creditors (this may be individual people or companies to whom money is owing) and to its shareholders, and this proposal has to be endorsed by a licensed insolvency practitioner. Creditors and shareholders then have an opportunity to vote on the proposal. If it is approved by the requisite majorities, it is then implemented under the supervision of the licensed insolvency practitioner. House of Fraser Pension Trustees Limited, 27 Baker Street, London W1U 8AH Telephone: 020 7003 4470 Registered office: House of Fraser Pension Trustees Limited, 27 Baker Street, London W1U 8AH. Registered in England and Wales 8676340 The HoF Stores' and HoF Limited CVA proposals The Pension Scheme Trustees and the Pensions Regulator have received HoF Stores’ and HoF Limited’s CVA proposals. In broad terms, if the CVAs are approved, both companies intend to continue to trade but with fewer stores, which will lead to lower rental costs and overheads. There are also plans to implement other measures aimed at improving efficiency and profitability. The overall intention is therefore to create a more sustainable business. HoF Stores’ CVA proposal While the terms of HoF Stores’ CVA seek to reduce the amount the company has to pay to some of its other creditors (mainly, the landlords of premises leased by the company), that is not the case for the Pension Scheme. The HoF Stores’ CVA does not seek to compromise or reduce the company’s obligations to the Pension Scheme. Rather it provides for HoF Stores to continue to honour its obligations to contribute to the Pension Scheme. HoF Limited’s CVA proposal HoF Limited provides a capped guarantee in relation to the Pension Scheme. The HoF Limited CVA does not seek to compromise or reduce any obligations to the Pension Scheme under this guarantee. Steps taken to date and what will happen next? When the Trustees first became aware of the potential CVAs, legal advice was taken and steps were taken to appoint a professional independent trustee and specialist financial covenant advisers, to assist in protecting the Pension Scheme's interests and the interests of all its members and beneficiaries. Dalriada Trustees Limited has been appointed as an additional director of the Trustees and Grant Thornton UK LLP has been appointed as financial covenant adviser. If the CVAs are approved and implemented in accordance with their current terms, the business will change in material respects, e.g. there will be a number of store closures. Do I need to do anything and when will you next update me? You do not need to take any action. The Trustees will continue to monitor the situation and provide updates to members where appropriate. If the HoF Stores’ CVA proposal is approved at the meeting of creditors scheduled to be held on 22 June 2018, the CVA will become binding from the date of that meeting (subject to any challenge made to it after that date). The questions and answers set out in the appendix to this announcement reflect the position in the period up to 6 June 2018. Subject to the outcome of the CVA proposals, these will be updated as appropriate. Please direct any queries to the contact details at the end of this communication. Yours faithfully Steve Sargent, Chairman of Trustees For and on behalf of House of Fraser Pension Trustees Limited Frequently Asked Questions What do the CVAs mean for the Pension Scheme and the payment of my benefits? HoF Stores’ CVA If the HoF Stores’ CVA proposal is approved, HoF Stores intends to fully honour its obligations to the Pension Scheme so that members’ benefits should not be adversely affected. If the HoF Stores’ CVA proposal is rejected, HoF Stores has stated that an insolvent administration or liquidation of HoF Stores is probable. If HoF Stores and House of Fraser (UK & Ireland) Limited both enter into a formal insolvency process, this will trigger a Pension Protection Fund (“PPF”) assessment period. If at that point in time, the Pension Scheme does not have enough money to provide full benefits, or potentially benefits above PPF levels, the PPF should be available to provide compensation to members up to a certain level. However, at the date of this communication, the Trustees are advised that the Pension Scheme should have enough money to pay more than the PPF compensation level, although not sufficient to pay all benefits in full. The amount of compensation paid by the PPF depends on your age and when your benefits were earned. In particular, you should be aware that there is a cap on the amount of compensation that the PPF will pay for members who have not reached their normal pension age. You can find out more about the PPF on their website www.pensionprotectionfund.org.uk. HoF Limited’s CVA If HoF Limited’s CVA proposal is approved, the guarantee will remain in place. If HoF Limited’s CVA is rejected, HoF Limited has stated that an insolvent administration or liquidation of HoF Limited is probable. If HoF Limited enters into a formal insolvency process, it is likely that the benefit of the guarantee would fall away. Are the Pension Scheme’s assets kept separate from the companies’ assets? Yes, there are strict rules around this. The assets of the Pension Scheme are completely separate to those of HoF Stores and other House of Fraser companies and are managed independently by the Trustee. Can I retire from the Pension Scheme now? If you are aged over 55 and your Pension Scheme benefits are at least equal to your Guaranteed Minimum Pension you may be able to retire. You can take your benefits from the Pension Scheme and continue to work, either for the company or any other employer. If you require a retirement illustration, please request information from Equiniti, our Scheme Administrator. Their contact details are noted at the end of this communication. Can I leave the Pension Scheme before I am due to retire? Yes, transfer values will continue to be available and be processed. If the HoF Stores' CVA proposal is rejected and HoF Stores and House of Fraser (UK & Ireland) Limited become insolvent, then a PPF assessment period will begin and transfer values will generally not be payable during an assessment period. If the Pension Scheme is funded above PPF levels, then the Pension Scheme would come out of the PPF assessment period, benefits would be bought out with an insurance company and there would usually be an opportunity to take a transfer value again. Where can I get more information? If you have any other questions, or would like any more information about this letter, please email the Trustees on our dedicated email address: [email protected] Or write to the address below: Suzanne Willshire (Head of Pensions) House of Fraser Head Office 27 Baker Street London W1U 8AH If you would like more information about your own benefits or to request a quotation, please contact our administrators on their dedicated email address: [email protected] Or write to the address below: House of Fraser Beatties & Jenners Pension Scheme Equiniti Pension Admin Services PO Box 5016 Lancing BN99 9AD .
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