DERICHEBOURG - Universal registration document 2018-2019

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Financial statements Parent company financial statements as at September 30, 2019 Explanatory notes to the financial statements

Litigation 3.17 France

Related party transactions 3.18 Trademark licensing agreement 3.18.1

In June 2018, several household waste collection subsidiaries were p jointly ordered by the Court of First Instance to pay the amount of €3.7 million to Veolia Group entities. This follows a judgment by the Commercial Court of Paris as part of a procedure concerning staff transfer conditions in 2014 after Veolia Group replaced the subsidiary Polyurbaine in collecting household waste in the 11 th and 19 th  districts of Paris. The Group has appealed this judgment. The Group is often subject to Urssaf (French social security body) p audits on its services activities. The subsidiary Derichebourg Atis Aéronautique was audited in fiscal year 2017-2018. Following this audit, the subsidiary made a provision in the amount of €1.5 million, corresponding to the likely adjustment. It is contesting a non-provisioned amount of €3.2 million for meal allowances that were not subjected to social security charges, because it considers this adjustment to be unfounded. In 2012, Derichebourg SA and the subsidiary AFM Recyclage (as the p final operator) entered into an agreement with the local authority, which was renewed in 2018. Under this agreement, they would release land, transfer it to the local authority and transfer their activity to a nearby site. Conventionally, the financial obligation for decontamination was limited to decontamination for non-sensitive, industrial uses. After the end of the fiscal year, an estimate was made of the cost of this decontamination and its total cost calls into question the economics of the operation. Discussions have begun with stakeholders in order to see whether it is possible to find a solution that is acceptable to everyone. Should this not be the case, AFM Recyclage would seek to continue its activity at the site. Italy In November 2013, the director (managing 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Given the block on the Company's operations likely to be caused by his incapacity, his appointment as managing director was revoked. He has since been freed and the post-judgment measures of constraint lifted. Although the Company per se is not concerned by any legal action, the Group decided to anticipate the consequences of this company’s situation and recorded a long-term provision of €4 million in its financial statements for the fiscal year ended September 30, 2016. The Company is continuing its activity, with a reduced level of volume. Belgium A tax audit was conducted on the Belgian subsidiary Derichebourg Belgium, relating to the identification of suppliers of metals and ferrous scraps for the years 2006 to 2010. In November 2017, the Appeal Court considered that the Company had not adhered to the law concerning identification of the VAT of suppliers and rejected the deduction of purchase invoices deemed non-compliant. This led to the payment of tax increases on a temporary basis, for €6 million, recorded as an expense during the 2017 fiscal year. The Company has appealed the decision.

A trademark licensing agreement effective March 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 Derichebourg trademark, enables the Group to develop its own clientele and 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 starting March 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 Multiservices division’s consolidated revenue. The fee under this contract for the fiscal year was €2.3 million Service agreement. 3.18.2 A service agreement was concluded for 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. A service amendment to this agreement was signed on January 2, 2019 to amend the amount of compensation to €1,300 thousand, exclusive of VAT, for the 2019 calendar year. The Board of Directors authorized this revision at its meeting of December 4, 2018. The services covered by this agreement are: policy making and definition of the Group’s strategic guidelines; p help with drafting a business plan; p contacts with management boards of major national and p international client groups; internal and external development of the Group’s business; p support for acquisitions; p corporate events; p assistance with recruiting senior managers; p legal and tax consultancy services; p financial, accounting and management support. p For the period from October 1, 2018 to September 30, 2019, DBG Finances invoiced Derichebourg SA €1.4 million under this agreement.

DERICHEBOURG p 2018/2019 Universal Registration Document 192