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0. Properties - Meeting Date: Not stated in transcript - Meeting Type: Call - Note Type: Summary - Attendees: Tamara Jooss; David McHugh; Scott Warner 1. Meeting Summary We covered three primary areas: travel and coordination for a potential Germany visit, the US legal-entity reorg and related finance systems implications, and our ongoing brand protection strategy including potential warranty changes and litigation risk mitigation. On travel, the Germany visit remains a possibility. Timing is still dependent on broader integration and alignment work, with late April floated as most likely. If the trip slips, I will already be in Germany for the IMM in June, which can serve as a backup opportunity. Separately, there are still potential trips to the San Francisco area tied to Shaper; if we go, David offered use of his downtown SF office. There was also a quick note that the SF lease in question runs through the end of May. On the US reorg, the gating item is whether we can consolidate reporting at the right level inside Tagetik given differing ERPs (SAP for Festool US, NetSuite for SawStop). If Tagetik can roll up multiple inputs cleanly, we have a path; if not, the value of the reorg diminishes significantly. AFS has the latest package and will lead next steps. Olga is validating prior research and will likely need to rebuild portions to reach a decisionable recommendation. If we proceed, we will need Tamara's input and a board approval window in July. Related, we discussed the officers slates for Festool USA LLC and Festool Canada; we will align that with the broader reorg decision and Tagetik outcome. On the German parent renamings (AG and KG), our expectation is to handle this in annual consents rather than separate US filings, pending David's confirmation with Mary. On brand protection, we revisited using warranty as a lever against gray market activity. I will summarize the proposed changes discussed by Robert and Angela - specifically adding or adjusting warranty coverage for accessories and consumables - and send to Tamara for routing to Frieder, who owns sales-side legal topics at HQ. We also discussed contract provisions to limit US jurisdiction over the German parent in product cases; David shared a reference and will propose language for discussion in two weeks. On the active litigation, the insurer is coordinating counsel across TTS NA LP, Festool GmbH, and Festool USA LLC; we have an extension and are producing documentation, with our product team compiling the necessary technical information. 2. Attendee List - Tamara Jooss - David McHugh - Scott Warner 3. Action Items - [Scott] Coordinate Germany visit timing with Matt Howard; treat late April as primary window and IMM in June as backup. - [Scott] If SF/Shaper travel proceeds, confirm whether to use David's downtown SF office and advise. - [Scott] Draft and send a summary of proposed warranty changes for accessories/consumables to Tamara for routing to Frieder; request HQ legal guidance and approvals. - [Scott] Continue coordinating with insurance counsel and product engineering on current litigation document production; meet the extended production deadlines. - [Scott] Provide Tamara and David the latest status materials on the US legal-entity reorg and officer slates for Festool USA LLC and Festool Canada ahead of the next meeting. - [Scott] Align with Finance on what Tagetik can support regarding multi-entity consolidation and how that impacts reorg options. - [David] Drive AFS/Olga to complete the updated analysis on the US reorg and reporting feasibility this week; share findings before or at the next meeting. - [David] Confirm with Mary whether German parent renamings (AG and KG) are fully addressed via US annual consents or if additional Delaware or other filings are needed. - [David] Prepare a draft contractual approach to reduce US jurisdictional exposure for the German parent in product litigation; coordinate with Frieder and present at the next meeting. - [Tamara] Send the current legal-entity org chart to David/Mary and Scott to ensure everyone is aligned on the latest structure. - [Tamara] Review Scott's warranty proposal and route to Frieder; provide HQ guidance on scope and process for any guarantee adjustments. 4. Relevant Timelines - Next meeting: the 10th - review US reorg status, Tagetik feasibility, officer slates, and litigation contract approach. - AFS/Olga analysis: targeted this week for an initial readout - supports reorg decision pathway. - Board approval window for any reorg decision: July - ensure materials are ready in time if we proceed. - SF lease in question ends end of May. - IMM in Germany: June - can serve as backup window for in-person HQ meetings if April visit slips. - Potential Germany visit: late April preferred, contingent on broader alignment. 5. Additional Notes - Tagetik is the strategic linchpin for the reorg; if it can roll up SAP and NetSuite inputs cleanly, we can preserve separate operating entities while achieving consolidated reporting. If not, benefits diminish and scope may need to shift. - Brand protection momentum is tied to warranty policy - accessories and consumables coverage is a targeted lever to deter gray market sellers. Frieder is the right HQ legal owner for sales and guarantee topics. - The German parent renamings should be routine from the US perspective, likely addressed in annual consents; awaiting confirmation from David/Mary. - David's team offered their downtown SF office as a meeting venue if we are in the area; useful contingency for future west coast sessions. - Immigration program work remains on the backlog; no movement this cycle.
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