Group Financing & Treasury

Guidelines

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 Introduction

• Within the context of the new rules of corporate governance, it is established the need to provide
Logista Group with appropriate guidelines for internal control for the management of the associated
risks, of the treasury and funding sources.

• Through this document, Logista Corporate Finance management intends to request authorization to
the Board of Directors for the adoption of the Guidelines of Finance and Treasury attached, so that
through the systematic application of the same, Logista will maximize financial resources necessary
for the development of its operations.

• The evolution of the main financial magnitudes and, in particular, the treasury group that has gone
from being clearly positive to circumstances under which it may be necessary financing, shows the
need to define common standards of funding and treasury.

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 Summary

 A- FINANCIAL POLICY page 4

 B- ORGANIZATION page 5

 C- FINANCING page 6

 D- FINANCIAL RISKS page 15

 E- CASH MANAGEMENT page 18

 F- SISTEMS & SECURITY page 26

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 A- Financial Policy

Logista Group financial policy relies on the following principles, which directly inspire the
present guidelines :
DEBT LEVEL
– Strong cash flows distribution to shareholders : dividend yield & sharebuyback
– Maintaining a rating (thus financial ratios) allowing access to financial markets (investment
grade)
– Flexibility : capacity to raise instantly cash for mid size acquisitions

DEBT DISTRIBUTION
– Debt raised from both banks and,if necessary in the future, financial markets
– Pooling resources : centralized financing and centralized tools and competences
– Balancing cost and safety with regards to debt maturity, debt geography, interest cost

CASH FLOWS
– Cash flows : free up cash by selling iddle assets and optimizing working capital
management
– Security : target high security standards within slim organizations

FINANCIAL RISKS
– Using carefully derivatives : simple & understandable transactions, always directly
connected with underlying risk
– Cash : low appetite for credit & market risk 4/34
 B - Organization

FINANCING &
PRESIDENT TREASURY [DFT]
Milagros Ramírez
GROUP MANAGING
DIRECTOR TREASURY CENTER
Lucia Velasco González
Oscar Carmona Vazquez
CORPORATE
FINANCE [DFI] ►Payment/collection
►Accounting, balancing

FINANCING & CASH MANAGEMENT-

TREASURY [DFT] PLANNING & ANALYSIS
Faustino Rincón
ADMINISTRATION
►Forecast & financial control
►Budget & reports
REPORTING &
CONSOLIDATION

TAXES

INTERNAL CONTROL
Entities – Finance teams
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 C- Financing

• Financial structure
• Dividends
• Centralization
• Cash pooling
• Local debts
• Specific debts
• Cash & investments
• Guarantees

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 C- Financing: financial structure

Logista Group has begun to rely on time for the debt as financial resource, for the moment, that debt
must be made directly by the parent, giving time for the subsidiaries that need it, unless tax
considerations dictate that the subsidiaries go to local financing .
PRINCIPLE

In the case of subsidiaries with minority shareholders, will be considered the best choice between
using the market or the partners to finance the company in proportion to their participation, or that
financed Logista with appropriate guarantees by the other party. If necessary guarantees, and after
making the necessary efforts to avoid them, Logista will endorse only in proportion to their
participation.

Tax considerations aside, companies 100% Logista must maintain a minimum capital
structure, with the bulk of its external financing either from Logista SA, or bank.

In the case of companies with minority shareholders, the best financing structure will be
considerer in each case, taking the necessary decisions in terms of distribution of dividends,
RULES

capital increases, shares, etc

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 C- Financing: dividends

As part of its financial policy, the Group distributes a significant part of its consolidated cash flows to
shareholders every year.
PRINCIPLE

Distribution is made on the basis of the earnings and reserves of Logista SA, the mother company,
which resources depend, on torn, principally on dividend upstream from subsidiaries .

The dividends from subsidiaries will be decided by the Corporate Finance, in the case of companies
Logista 100% (in principle, will be the result of 100% available).
The distribution will be made in the first half of each year, while dividends will be paid on account
when so determined by the Corporate Finance.
RULES

Depending to the composition of the shareholders and the financial structure of the company:
 
•An entity may be required to distribute-as well- part of its available reserves
•An entity may be authorised to distribute diferents dividends of 100%
•For the subsidiaries with significant minority, the decision will be taken in coordination with the
business unit responsible for the relationship with partners.
Representatives of Logista on the Boards of Directors of the subsidiaries must vote according to
these principles.

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 C- Financing: Centralization

Logista Group has decided to centralise its financing & investments, with the following objectives
PRINCIPLE

 Central access to all financial resources to finance Group’s strategy

 Consistency of Group positions vs its fund providers
 Cost effectiveness : running of net positions (spreads) and negotiation power (banks)
 Optimizing the control structure required by financial transactions
The Financing & Treasury Department (DFT) is in charge of such centralisation, under the
responsibility of the Group Chief Financial Officer
In turn, Logista has signed a Framework Agreement on Relations Financial with Imperial, with the
aim to exploit the synergies arising from the membership to the Imperial Group

For subsidiaries 100% Logista, all decisions are the responsibility of the Directorate of Treasury
Group, a branch of the Corporate Finance.

Perimeter includes all items covered by the present guidelines, in particular:

• Any type of debt financing
RULES

•Cash investments (cash and cash equivalents)

•Financial structure of the Group companies
•Financial risk management: interest rate, credit risk ...

All companies with significant minority, in particular through Logista representatives at their board-
are advised to respect as much as possible the present guidelines

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 C- Financing: cash pooling

The Group centralises as much as possible its financing / investments and financial risks
management on Logista SA
PRINCIPLE

For the financing of all other entities, the Group has set up internal refinancing systems :
Treasury Cash pooling (not automatic)
Intercompany loans

Such mechanisms guarantee liquidity to all Entities

Financing requirements or excess cash of all entities in wich Logista has majority
shareholding are in principle covered by internal refinancing systems:
Cash pooling(s)
Not automatic, the Group's companies lend their surplus cash to Logista SA to be invested in a
centralized manner
RULES

Intercompany loans
Financial requirements of Group companies are covered in principle by Logista SA, through loans or
lines of credit

Exceptions
 If, by exception, any company can access cheaper than finance than the marginal cost of taking
funds from Logista SA
If the relationship with the other partner makes it more advisable for the strategy of Logista to go to
bank financing.
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 C- Financing: local debts

Intra Group Financing may not be possible in specific situation (regulations, taxes, joint-ventures or
PRINCIPLE

others), and may thus require the setup of local debts.

The Group needs however to control that such debts :

 have a documentation consistent with terms of other debt instruments
 signed at best possible conditions
 include enough flexibility to permit their restructuring if and when it becomes desirable

In addition, small credit lines may be required by Entities as a complement to intercompany

financing, for daily treasury purposes

Entities 100% Logista may set up local financing only in the following two cases :

 Company may set up with local banks non committed overdraft facilities to cover daily treasury needs. Such lines
shall be limited in amount (two days treasury flows) and shall be repayable and cancellable upon very short notice (<
5 days).
RULES

 Where specific needs justify the set-up of an external financing, this shall be organised in close coordination with
the Logista Treasury Management. In particular, Logista Treasury Management shall review terms, conditions and
documentation before such financing is signed.

In addition, because it may trigger significant consequences at Group level, any event of default occuring on any
local debt, irrespective of the amount, and whether technical or not, must be immediately reported to Logista
Treasury Management.
Companies with significant minority interest must respect as much as possible these guidelines trough Logista
representatives at its board

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 C- Financing: specific debts

Specific debts or “structured financing” include asset financing (properties, machinery, stocks etc…,
PRINCIPLE

including operating and financial leases), tax financing, factoring, bill discounting etc …

Corporate Finance will consider on a case by case, these options to take, if any, the most beneficial
for the Group.

Entities with majority shareholding of Logista will not set up specific debts or similar
arrangement

Exceptions
RULES

Specific tax advantages (but subject to risk assessment by the Tax department)
Standard market practices (mainly company cars, photocopiers)
Operating advantage (e.g. reduction of operating risks …)
Costs advantage
Specific financing shall in no case be used to circumvent investments approval procedures
In all cases subject to prior approval from Logista Treasury Management
In the case of off-balance sheet schemes, after consultation with the accounting & consolidation
departments

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 C- Financing: cash & investments

Logista Group has been showing, traditionally positive cash flow situations.

The Group policy with respect to cash and investments is extremely conservative, and priority is
given to:
PRINCIPLE

Liquidity = ability to dispose of the cash within very short timeframe (max 3 months)
 and Security = no risk to lose all or part of the principal (credit and market risks)
 and Stability = volatility - whether actual or resulting from mark-to-market required by accounting
norms- shall be avoided

Priority is given to Imperial, so as to achieve, simultaneously, two objectives:

- Optimizing Treasury of Imperial Group

- Logista get conditions similar to those obtained from an independent operator in the market

Most cash excess are concentrated on Imperial through cash pooling

Logista Treasury Management runs resulting cash position in accordance with the above principles
RULES

and strict internal rules (Central Procedures)

Companies unable to lend their cash in the pooling shall :

 Strictly respect the above principles
 In case of doubt or question, contact Logista Treasury Management
Report to Logista Treasury Management surplus for placement

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 C- Financing: guarantees

The Group tries to avoid as much as possible granting guarantees because :

 Guarantees and assurances often trigger additional risks or liabilities

PRINCIPLE

 Guarantees and warranties represent a financial cost

 Guarantees are off balance-sheet and therefore difficult to control
 When issued by banks on order of Logista, guarantees decrease Logista borrowing capacity, and
may contradict provisions of existing debts

If the guarantee or warranty necessary, its grant to be authorized by the Corporate Finance

No Entity of Logista Group shall issue/seek guarantees or assurances except:

 
 Guarantees required by Customs or other agencies or state prosecutors to meet payment
obligations
RULES

Guarantees required by trials or contests

Specific cases, always under the approval of the Department of Treasury Logista

The wording of the guarantee requires prior approval by Counsel of Logista

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 D- Financial risks

• Interest rates
• Foreign Exchange

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 D- Financial risks: interest rate

Logista Group has not deemed it necessary, to date, hedging interest rates
PRINCIPLE

If Logista, at some point, should make such coverage, will be done in a centralized manner:

in order to run a net Group position.

 Derivatives need to be used very cautiously, and require tight procedures, specific expertise and
tools – even more with the new IFRS accounting standards.

The coverage, if needed, will be carried out by Imperial, provided that conditions are equivalent to
the market and in a very cautious manner.

Financing or short term investments of all Group companies must be at floating rate.

Unless in very specific cases, cash pooling or inter company financing are at floating rates.

Unless so instructed by DFT, no Group company shall enter into any derivative transaction
RULES

for the purpose of managing interest rates.

If market conditions permit, will inform to the Council, the agenda for coverage of derivatives. If
market circumstances do not permit is obtained prior authorization from the Group Managing, and
will be reported later to the Council.

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 D- Financial risks: foreign exchange

The opening of bank accounts in currencies other than euro, will require the prior approval of
PRINCIPLE

Corporate Finance, who will assess the need for hedging and whether it will be individually or
centrally, in each case.

If the Group, at some point, should make such hedging,it will be done in a centralized manner:
so that a net position of the Group will be established.

The hedging, if needed, will be carried out by Imperial, provided that conditions are equivalent to the
market and always in a very cautious way.

The exchange rate risks are covered, if necessary on a centralized manner, no Group
company will hedge exchange rates, unless prior permission from the Director of Corporate
Finance.

If market conditions permit, so Board will be informed about the derivatives hedging program. If
RULES

market circumstances do not permit it previous authorization will be obtained from the CEO, and it
will be communicated after words to the Council.

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 E- Cash management

• Roles & responsibilities

• Banking policy
• Collections
• Payments
• Intercompany payments
• Bank accounts
• Signatures

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 E- Cash management: responsabilities

Cash Management (CM), Cash Planning and Analysis (CPA) within the group are decentralized;
they are performed by the Treasurer of each Entity, under the responsibility of its Financial
Responsible
PRINCIPLE

The role of DFT mainly consists of :

- Treasury management of Logista S.A.
- Consolidation of Treasury Group
-Issuing and updating Guidelines, which Entities must fully respect and implement through their own
procedures
-Consultation and service to Entities, on a case by case basis
– Controlling the application of Guidelines and effectiveness of CM of Entities, directly or with the
support of internal or external auditors.
– Negotiation with banks

 Each Entity must have a Treasurer – such Treasurer has a functional reporting line to DFT.

 Entities have the responsibility of their own CM & CPA, and in particular of the following
aspects of collections and payments :
RULES

– Guidelines respect : putting in place adequate means and procedures to ensure that the
present guidelines are applied throughout their Entity
– Transaction securities : putting in place all adequate means to avoid fraud and errors
– Working Capital : making sure their working capital is handled in the most effective way

 Entities may request DFT assistance on the most appropriate way to complete such mission

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 E- Cash Management: banking policy

Banks have a key role in :

–Performing banking services related to collections and payments
PRINCIPLE

–Providing liquidity to the group, through credit lines

– Financing the group when it is not possible to use pooling mechanisms (Imperial Group
loans)

 For remuneration, Logista uses the assignment of taxes

The Group´s banking relationship is established with several banks (see annex 1)

Such banks must be consulted and used by Treasurers for any bank transaction, provided always
RULES

that their conditions be competitive. Material exceptions must be validated by DFT.

Preferably, in the same market conditions, Logista Group will try to use Imperial banks

Due to their contacts at higher level, Logista Treasury will solve the complex issues relating to
banking relationships on behalf of the Group companies

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 E- Cash Management: collections

Responsibility of collections belongs to each Entity of Logista Group

Each Entity Financial Responsible & Treasurer must ensure that collections comply with the
PRINCIPLE

following principles:

Transaction security : minimizing risks of fraud & errors

Petty cash collections are strongly discouraged, and if unavoidable, must be strictly & daily
controlled, and managed separately from cash payments.
Direct debit or transfers shall be used as much as possible
Checks must be remitted as much as possible to banks on their day of receipt as well as promissory
note and other discountable documents at its maturity date.
► Payment terms (receivables)
Each Entity shall set a payment term policy, and make sure it is respected
Term of payment shall never exceed 90 days, except specific cases approved by the Financial
Responsible
Where exceeding 90 days or in the case of countries having a rating below “A”, collections must be
secured by guarantees or equivalent mechanisms provided by banks rated at least “A” by S&P,
Moody’s and or Fitch
RULES

Overdue : following of overdue receivables and implementation of actions aiming at reducing it.
An aged balance must be produced and signed by the Financial Responsible (or its authorised
representative) each month.
Responsibilities for collections stays in the selling department
Entities must set realistic threshold for provisioning overdue in their accounts
Any client showing receivable(s) overdue by more than 30 days shall keep being delivered only upon
Financial Responsible (or its authorised representative) approval.

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 E- Cash Management: payments

Responsibility of payments belongs to each Entity

Each Entity Financial Responsible & Treasurer must ensure that payments comply with the following principles :
PRINCIPLE

Transaction security : minimizing risks of fraud & errors

All payment orders must be sent under the control of the Treasury of the Entity
Every payment must clearly identify the recipient
Petty cash payments are strongly discouraged, and if unavoidable, must be strictly & daily controlled, and managed separately
from cash collections.
Checks must be printed using specific and secure processes (inked paper, etc …)
Manual checks must be avoided : check books must be kept at a limited number of locations, in a safe or equivalent
equipment.
Payments by fax must be restricted to exceptional cases, with Financial Responsible or Treasurer signature, and with a call
back procedure.
Direct debit shall be restricted to unavoidable cases, and shall be controlled and accounted immediately, so as to minimize
fraud.
Electronic payments (Etebac, Editran, etc …) are the preferred process, but their implementation is subject to files transfered
being encrypted and not modifiable, and authorization processes in systems being fully safe.
 Payment terms (payables)
Each Entity shall set a payment term policy, and make sure it is respected.
No advance shall be granted, unless prior approval of Financial Responsible (or its authorised representative)
All payments shall be made in front of a document duly approved under internal control policies
Terms of payment shall be set at Entity level, and shall not be negotiated by Purchasing teams w/o a prior approval of the
RULES

Entity’s Financial Responsible.

No invoice shall be paid before its term.
 Overdue
No payment shall be made to a supplier which is owing overdue amounts to the Entity .
Debtors with suppliers losers
No payment will be made to suppliers to submit Debtors losers .
Paying customers
Payments to clients represent an exception to the above. The payment terms contained in the contract will be considered
within the context of the customer relationship. When starting a new relationship with a customer, will be analized by the
Financial Responsible and responsible of the business, the working capital associated with the new client. If there is
disagreement between them as to the suitability of the client, authorization is required to CEO.
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 E- Cash Management: intercompany payments

Intercompany payments – if unproperly managed – can cause process disruptions, disorder and
waste of time at several levels. Avoiding such disorder makes necessary that all Entities respect the
PRINCIPLE

same rules.

Delaying Intercompany payments can not be a way for Entities to obtain financing or improve their
working capital to the detriments of other Entities.

Payment terms for intra Group transactions are set according to market criteria and in order to
minimize the movement of funds, on 20th of the month following the date invoice. Any exception
shall be agreed by both parties.

No Entity shall make any payment of behalf of another Entity – or net receivables and payables-
RULES

between two different Entities.

Payments of interest or other financial items inter-entities will be defined by Treasury Department.

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 E- Cash Management: bank accounts

Responsibility of bank accounts belongs to each Entity

Each Entity Financial Responsible & Treasurer must set adequate bank account organisation,
PRINCIPLE

complying with the following principles :

Number of bank accounts

Each Entity shall keep opened as many bank accounts as strictly necessary
Each entity shall –upon request - report a list of its bank accounts to the Logista Treasury
Management.

Opening and closing of bank accounts

Any opening of bank account shall be approved (prior to its opening) by the Financial Responsible of
the Entity and Logista Financial Responsible
For the closing of accounts, on direct debits will be changed and it will be check that there are no
commitments to pay, or collections addressed to that account.
Bank reconciliation
Bank reconciliation must be processed by Accounting for each bank account at least on a monthly
RULES

basis, within 2 weeks of the end of the previous month, and must be signed by the Financial
Responsible of the Entity (or its authorised representative)

Bank charges
Each Treasurer is responsible for optimizing and CONTROLLING the banking cost of its Entity, bank
charges and value dates, etc.

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 E- Cash Management: signatures

Responsibility of signatures belongs to each Entity

Each Entity Financial Responsible & Treasurer must set adequate signatures organization,
PRINCIPLE

complying with the following principles :

Powers
It is the responsibility of the Financial Responsible & Treasurer of the Entity to ensure that banking powers are at any
time up to date, complying with internal and Group procedures, and implemented by all banks.
The powers will be drafted by Council of Logista.

Double signature
Except to the same Entity or other Group Entities, any payment must be signed by two persons, whatever its amount.

Authorised persons
No payment shall be signed by the same person as that who has signed or authorised the invoice
The accounting department shall never be able to sign alone any payment.

Fax instructions
Payments by fax must be restricted to exceptional cases, with Financial Responsible or Treasurer signature, and with
RULES

a call back procedure

No pre-signed documents

The use of pre-signed documents or any other similar mechanism (scan, stamps …) is strictly prohibited

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 F- Systems & reports

• Procedures
• Code of conduct
• Systems
• Reporting
• IFRS reports
• Contracts and other legal documents
• Confidentiality

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 F- Systems & reports: Procedures

The present document sets general guidelines for the Logista Group and each of its Entity
PRINCIPLE

 Each Entity may in addition have set its own guidelines or procedures within this framework

 Guidelines which are necessary :

– to transform general concepts in detailed rules and actions,
– taking in consideration local specificities, tools and organisation
– for reasons of business continuity

Each Entity shall set its own procedures

Such procedures shall comply in all respect with the present guidelines.

If any part of this document presents difficulty of application, the Entity shall contact its Cash
RULES

Manager in DFT, with a view to validate such exceptions and/or adapt or fine tune the said part

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PRINCIPLE F- Systems & reports: code of conduct

The commercial aggressiveness of some banks requires the setting of specific additional rules to
gifts and invitations

As a general rule, do not accept gifts or invitations that might be interpreted as influential in the
decision-making capacity in the context of a negotiation with banks or raise conflicts of interest.
The recipient of the gift or invitation must act in good faith.

Some lines of action:

Gifts :
No gift shall be accepted, except in the case of normal practice (eg Christmas)
RULES

No gift shall be accepted in cash or equivalent

Each Entity Financial Responsible shall fix a threshold for gifts and invitation, both reasonable and
depending on local practices.
Gift of a value exceeding such threshold shall not be accepted

Invitations :
Invitation of a value exceeding the above threshold shall not be accepted
Events or travels lasting for more than one day shall not be accepted
Restrictions to invitation shall apply both to business and non business time (week ends, holidays)
Invitations may be accepted with an reasonable frequency (e.g. not more than once a month)

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 F- Systems & reports: systems

Performing Cash Management every day is of utmost importance :

PRINCIPLE

Very early identification of banking flows may be key for safety and liquidity reasons

 Cost optimization depends on daily action. The absence of optimization on one day may trigger
significant cost consequences

Permanent and immediate availability of necessary tools and information is therefore critical

Although at this point has not shown the need for a cash management tool for all entities, it is
necessary that each entity has the tools to enable it to carry out a proper management, which will be
determined by the Financial Officer of the entity along with the Treasury Department. If the size of
the entity allows it, preferably use a software treasury
Such software shall permit, inter alia :
RULES

To restore in less than 24 hours programs and datas necessary to Treasury decisions and control;
such restore shall be proven regularly by tests

 Where possible, to dematerialize communication –in and out- with banks, with highest possible
security standards : passwords, physical access, electronic cards, etc …

DFT and DSI (Information Systems) remain available to advise of the must appropriate for each
Entity on the choice of a tool.

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 F- Systems & reports: reporting

 The Group needs regular information on the financing, investments, cash flows and financial risks
of each Entity
 Such information is primarily used to :
PRINCIPLE

– Assess the Group achievements in terms of cash flow generation

– Assess all elements of the Group financing structure with respect to internal targets
– Anticipate financing decisions considering the evolution of the net debt
–Prepare the information to be reported to Imperial.
– Dispose of information needed for communicating with investors, banks, and rating
agencies
 Treasury report is requested by DFT on a monthly (Treasury reporting) and quarterly (Budget
and reforecast) basis

Each Entity (subject to conditions of materiality) must submit to DFT

- on a quarterly, monthly, or more frequently if necessary, the Treasury report
- budgets for each revision of a report on Budget / Treasury review of budget

 The above reportings include inter alia : monthly Treasury flows, detail of closing and average
RULES

debt and cash elements, detail of financial charges.

The format, content and deadlines are adapted reasonably by DFT depending on Group objectives

 All such elements must be true, sincere and accurate

These elements must –not less than every quarter- be reconciled with comparable accounting
data

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 F- Systems & reports: IFRS reports

► The implementation of IFRS requires the Group to provide on a quarterly basis some information
to the respect of such norms in its consolidated accounts
PRINCIPLE

Each Entity (subject to conditions of materiality) must submit to DFT Controlling :

A list of all transactions which, following the application of IFRS 39, result in a mark to market
(associated, market prices, interest rates, etc)
RULES

Such transactions include in particular derivatives, investments not qualified as “cash & cash
equivalents”, financial debts

A detail of such mark to market as at the end of the quarter

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 F- Systems & reports: contracts & legal

 Financing transactions are formalized through legal documents

PRINCIPLE

 Banks or financial institution have such documents reviewed both by Finance and Legal managers

To ensure the Entity and the Logista Group are well protected (in particular regarding – but not
limited to- jurisdiction, applicable law), the same review by Finance & Legal needs to be performed in
Logista Entities

No financing documents shall be signed without a prior review by the Legal department of
Logista

The Treasury Department in Logista will be responsible for centralizing the financial documents to be
reviewed by Legal Counsel.
RULES

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 F- Systems & reports: confidentiality

Financial Responsible have access to financing and treasury information

PRINCIPIOS

Also, banks or financial organizations requesting financial information on their entities to financial
officers.

The inappropriate disclosure of information can lead to:

- That such information is used by the competition
- Confusing to financial investors

Entities are not authorized to provide any financial information to any third party, either regarding the
Group or any Entity or group of Entities, except public information
NORMAS

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GLOBAL BANKS Appendix 1: Gruop banks as at March 2014

SPAIN

PRINCIPAL BANKS
Santander, BBVA, Barclays Bank

OTHERS
CECA, Caixa, Popular,

France
NATIXIS, BNP Paribas, Societé Générale (credit cards)
LOCAL BANKS

Portugal
Milenium BCP, BBVA, Santander Totta
Italy
Banca Intesa-SanPaolo , Unicredit, La Poste Italiana
Poland
BPH (Unicredit Group)
Germany
Hypovereins Bank ( Unicredit Group)

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