Eurazeo / 2019 Universal Registration Document

Risk management Disputes

Disputes 4.3

ANF IMMOBILIER CHIEF EXECUTIVE OFFICER AND REAL ESTATEDIRECTOR Proceedings are currently underway following the dismissal and subsequent lay-off of ANF Immobilier's Chief Executive Officer, Philippe Brion and its Real Estate Director, Caroline Dheilly, in April 2006. The employees dismissed in 2016 filed damage claims with the Paris Industrial Tribunal ( Conseil des Prud'hommes ) and the former Chief Executive Officer brought a commercial suit against ANF Immobilier before the Paris Commercial Court (since transferred to Evry), in his capacityas a former corporateofficer. Prior to the filing of these Industrial and Commercial court proceedings,ANF Immobilier lodged a complaintwith an investigating magistrate ( juge d'instruction ) in Marseilles. It launched a civil suit pertaining to acts allegedly committedby the former supplier referred to below, as well as its two former Directors and other individuals.ANF Immobilier's former Chief Executive Officer and Real Estate Director were indictedagain and placed under judicialcontrol. On March 4, 2009, the judicial investigation office ( chambre de I'instruction ) of the Court of Appeal in Aix-en-Provencehandeddown a ruling confirming the validity of the indictment of ANF Immobilier's former Chief Executive Officer and, hence, the existence of serious evidencethat corroboratedclaims that he misusedcompanyassets to the detriment of ANF Immobilier. In March 2015, the Public Prosecutor requested the transferof the casebefore the criminalcourt. The Marseilles Criminal Court issued a judgment on July 4, 2017 dismissing the charges. The Court of Appeal in Aix en Provence confirmed the civil provisions of this judgment on June 27, 2018 and dismissed the claims of all parties. An appeal filed by ANF Immobilier was then rejected bythe Courtof Cassation. At the end of 2018 and the beginning of 2019, Mr. Brion and Mrs. Dheilly reintroduced their claims before these courts. Their updated claims amounted to approximately €4.3 million. On November 18, 2019, the Paris Industrial Tribunal issued a joint order to Eurazeo and Icade to pay approximately €1.2 million to Mr. Brion. Both parties appealed this judgment. The proceedings involving Mrs. Dheillyare still pendingbefore the Paris IndustrialTribunal. In addition, Mr. Brion filed a new claim before the Paris District Court against Icade (as successor in interest to ANF Immobilier), and former executives and managers of ANF Immobilier, seeking a joint order to pay damages and interest of around €30 million. This claim is still pending. Pursuant to the sale to Icade of its investment in ANF Immobilier, Eurazeo granted Icade a number of warranties covering these disputes in considerationfor rights over the follow-upof such disputes on behalfof ANF Immobilier. TPH-TOTI CASE As successor in interest to Eurazeo, ANF Immobilier hired a private contractor, Philippe Toti (TPH), to renovate some of the properties in its real estate portfolio in Marseilles. Just as criminal proceedingswere being brought before the Marseilles investigating magistrate, in particularagainst ANF Immobilier'sformer supplier for receivingstolen goods and collusion,ANF Immobilierbecame aware that the latter had not provided the material and human resources required to fulfill his contractualobligations.

A bailiff engaged by ANF Immobilier reported that work on the building sites had ceased. Following this report, ANF Immobilier terminated its construction contract with its former supplier on June 19, 2006. Separately, the former supplier and his company's liquidator issued ANF Immobilier with a summons to appear before the Paris CommercialCourt onFebruary 16,2007. ANF Immobilierrequestedthat proceedingsbe suspendedor deferred until an unspecified date pending the final ruling in the civil suit brought by ANF Immobilier before the criminal court (Marseilles District Court) in which it accused the entrepreneur Mr. Toti of receiving stolen goods and misuse of company assets (see proceedingsdescribedabove). In November 2017, the case was reintroduced at the initiative of Mr. Toti andthe case is pending beforethe Paris CommercialCourt. GROUPE B&B HOTELS B&B Hotels is involved in several disputes with certain of its former managing agents, who are requesting that their management contracts be requalifiedas employmentcontracts.Groupe B&B Hotels disputes these claims, which are currently under investigation. Pursuant to the sale of Groupe B&B Hotels, Eurazeo and the other sellers accepted under certain conditions to continue to bear part of the damages potentially arising as a result of these disputes and similar disputes that could arise in the future. A cap was set on the total amount of damages payable by sellers and split among them. This vendor warranty only covers requests submitted by the buyer of Groupe B&B Hotels before March 31, 2012.No amounts were called or paid in 2019. DELPHINE ABELLARD On December 28, 2016, Delphine Abellard initiated a legal action against Eurazeo before the Paris District Court claiming compensation for losses suffered under the 2005-2008 co-investment program led by 4i Bingen. The initial claim of €200,000 was increased to around €3 million in February 2018. It is recalled that Eurazeo managers participating in this co-investment program lost their investment in accordance with applicable contractual terms, as the Eurazeo hurdle was not attained. Eurazeo considers these claims to be unfounded. The actionis pending. GENERAL COMMENT Some of the above disputes are provided in the Eurazeo financial statements for the year ended December 31, 2019(see Note 7 to the Company financial statements).To Eurazeo's knowledge, there are no governmental, judicial or arbitration procedures underway or pending that could have, or have had in the last 12 months, material impacts on Eurazeo'sand/or the Group'sfinancialpositionsor profitability. Eurazeo cannot rule out future claims or disputes stemming from events or facts that are currently unknown or which present associated risks that cannot yet be identified and/or quantified. Such cases could potentially have an adverse impact on the Company's financialposition or earnings.

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