DERICHEBOURG - Universal registration document 2019-2020

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Financial statements Parent company financial statements at September 30, 2020 Explanatory notes to the financial statements

Litigation 3.17 France

paymentof tax increaseson a temporarybasis, for €6 million,recorded as an expense during the 2017 fiscal year. The Companyhas appealed to the Court of Cassation.On September 17,2020, the Belgian Court of Cassation overturned the grounds of the decision of the Mons Appeal Court and referredthe case back to the Liège Appeal Court. No conclusionshave been drawn in the financial statements, pending the decisionof the Liège Appeal Court.

In June 2018, several subsidiaries in the householdwaste collection p business were jointly ordered by the lower court to pay €3.7 million to entities in the Veolia Group, after a judgment by the Paris CommercialCourt in proceedingsrelating to the terms of personnel transfer in 2014 after the Veolia Group took over householdwaste collection in the 11 th and 19 th districts of Paris from the subsidiary Polyurbaine. The Group had appealed against this judgment. The appeal judgment of March 2020was favorable to the Group. The amount of €3.7 millionpaid to Veolia in 2018 was repaid during the year, recorded in non-recurring profit. Veolia has appealed to the Court of Cassation. The Group is often subject to Urssaf (French social security body) p audits on its services activities. The subsidiary Derichebourg Aeronautics Service France was audited in fiscal year 2017/2018. Following this audit, the subsidiarymade a provision in the amount of €1.5 millioncorrespondingto a likely adjustment. It is contesting an unfundedamount of €3.2 millionfor meal allowances that were not subjected to social security charges, because it considers this adjustmentto be unfounded. Derichebourg SA and the subsidiary AFM Recyclage (as the final p operator) entered into an agreement with a public-private partnership representing the local authority in 2012, which was renewed in 2018 and 2019. Under this agreement, they would release land, transfer it to the public-privatepartnershipand transfer their business to a nearby site. Conventionally, the financial obligation for decontaminationwas limited to decontaminationfor industrial, non-sensitive use, on the basis of preliminary studies showinga low decontaminationcost. On the basis of more in-depth surveys, an estimatewas made of the cost of this decontamination, and its total cost calls into question whether or not the process is cost-effective.Discussionshave begun with stakeholdersin order to see whether it is possible to find a solution that is acceptable to everyone.Should this not be the case, AFM Recyclagewould seek to continueits activityat the site. Italy In November 2013, the director (deputy director) of the Italian subsidiary of the Multiservices business (AEP Multiservizi) was remanded in custody, as part of an investigation into procedures for awarding public contracts in Campania. Given the block on the Company’s operations likely to be caused by his incapacity, his appointmentas deputy director was revoked. He has since been freed and the post-judgment measures of constraint lifted. Although the company itself was not the subject of legal action, the Group decided to anticipate the consequences of this company’s situation and recorded a non-recurring provision of €4 million in its financial statements for the fiscal year ended September 30, 2016. This subsidiary was sold during the past fiscal year, without any particular guaranteegiven by the Group. A tax audit was conducted on the Belgian subsidiary Derichebourg Belgiumrelating to the identificationof suppliersof metals and ferrous scraps for the years 2006 to 2010. In November 2017, the Mons Appeal Court considered that the Company had not adhered to the law concerning identificationof the VAT of suppliers and rejected the deductionof purchase invoices deemed non-compliant.This led to the Belgium

Related party transactions 3.18 3.18.1 Trademark licensing agreement

A trademarklicensingagreementeffectiveMarch 1, 2009 for ten years was entered into between TBD Finances, which is controlled by the Derichebourg family, and Derichebourg. This agreement, which governs the use of the Derichebourgtrademark, enables the Group to develop its own clienteleand increase its loyalty. On December 4, 2018, the Board authorized the signing of a new agreement with the same conditions for another period of ten years startingMarch 1,2019. The amount of fees, after taking into account the update to an independent intellectual property expert’s report, was set at 0.07%of the Environment division’s consolidated revenue and 0.12% of the Multiservicesdivision’sconsolidatedrevenue. The fee under this agreementfor the fiscal year was €2 million. 3.18.2 Service agreement A service agreementwas concludedfor an initial three-year term, with effect from January 1, 2012, then renewed on January 1, 2015 and again on January 1, 2018 for successive three-year terms, with DBG Finances, a company controlled by the family of Mr. Daniel Derichebourg,which aims to define the terms and conditions of DBG Finances’ influence over the definition and oversight of the Group’s strategy. On December 3,2020, the Board of Directors authorized the renewal of this agreement for a period of 3 years. An amendment to this agreement was signed on January 2, 2019 to amend the amount of compensation to €1,300 thousand, exclusive of taxes, for the 2019 calendar year. The Board of directors authorized this revision at its meetingof December4, 2018. The servicescoveredby this agreementare: policymakingand definitionof the Group’sstrategicguidelines; p help with draftinga businessplan; p contacts with management boards of major national and p internationalclient groups; internal and externaldevelopmentof the Group’sbusiness; p support for acquisitions; p corporateevents; p assistancewith recruitingseniormanagers; p legal and tax consultancyservices; p financial,accountingand managementsupport. p For the period from October 1, 2019 to September 30, 2020, DBG Finances invoicedDerichebourgSA €1.3 millionunder this agreement.

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