advisory agreement quasi-final

BMK mark up June 6, 2013 Attorney-work-product / Priviledged & Confidential Correspondance client-avocat / Strictement Confidentiel

816270 116649.7

ADVISORY AGREEMENT

[QATARI ENTITY]

[BORLETTI GROUP MANAGEMENT S.A.]

[June 13], 2013


816270 116649.7

Contents

Clause Page

Article 1: Definitions and interpretation .................................................................................... 3

Article 2: Object - Scope of Services ........................................................................................ 7

Article 3: Non-Compete .......................................................................................................... 10

Article 4: Governance.............................................................................................................. 11

4.1: Governance of the Company ............................................................................................ 11

4.1.1: Company's Management Board ..................................................................................... 11

4.1.2: Company’s Advisory Committee .................................................................................. 11

4.1.3: Majority rules ............................................................................................................... 12

4.1.4: Advisory Committee Decisions ..................................................................................... 12

4.2: Governance of the Group Companies .............................................................................. 13

4.2.1: Printemps SAS .............................................................................................................. 13

4.2.1.1: Chief executive officer (Président) of Printemps SAS .............................................. 13

4.2.1.2: Printemps SAS Supervisory Board (Comité de supervision) .................................... 14

4.2.2: Printemps Holdings France ........................................................................................... 15

4.2.3: Le Printemps Immobilier ............................................................................................... 15

4.2.4: Consequences of the termination of the Advisory Agreement on the mandates of the representatives appointed by the Service Provider ..................................................... 15

5.1: Annual Compensation ...................................................................................................... 16

5.2: Incentive ........................................................................................................................... 16

Article 6: Duty of care of the Service Provider ....................................................................... 17

Article 7: Term - Early Termination........................................................................................ 17

Article 8: Use of Borletti name ............................................................................................... 19

Article 9: Notices ..................................................................................................................... 19

Article 10: Entire Agreement .................................................................................................. 20

Article 11: Successors and Assigns - Change of Control ........................................................ 20

Article 12: Waivers, Rights and Remedies .............................................................................. 20

Article 13: Independent contractors ........................................................................................ 20

Article 14: Variations .............................................................................................................. 21

Article 15: Confidentiality ....................................................................................................... 21

Article 16: Invalidity ............................................................................................................... 21

Article 17: Law and jurisdiction .............................................................................................. 21


816270 116649.7

1. Definitions and interpretation ............................................................................................. 2

2. ............................................................................................... Sale and Purchase of the Shares ................................................................................................................................................... 8 3. ........................................................................................................................... Purchase Price ................................................................................................................................................... 8 4. ................................................................................................................ Conditions Precedent ................................................................................................................................................. 13 5. .......................................................................................................... Pre-Closing undertakings ................................................................................................................................................. 14 6. ...................................................................................................................................... Closing ................................................................................................................................................. 15 7. ....................................................................... Seller Warranties and Consequences of Breach ................................................................................................................................................. 16 8. ................................................................................................................. Purchaser warranties ................................................................................................................................................. 21

9. ............................................................................................................... Purchaser’s covenants ................................................................................................................................................. 21 10. ................................................................................................................................. Insurance ................................................................................................................................................. 24 11. ......................................................................... Guarantees and other Third Party assurances ................................................................................................................................................. 25 12. .......................................................................................................... Assigns and Successors ................................................................................................................................................. 25 13. ............................................................. Transitional Arrangements and ancillary agreements ................................................................................................................................................. 26 14. ..................................................................................................................... NOn-solicitation ................................................................................................................................................. 26 15. ...................................................................................................................... Announcements ................................................................................................................................................. 27 16. ........................................................................................................................ Confidentiality ................................................................................................................................................. 27 17. ....................................................................................................................................... Costs ................................................................................................................................................. 28 18. .................................................................................................................................... Notices ................................................................................................................................................. 28 19. .................................................................................................................... Entire Agreement ................................................................................................................................................. 29 20. ............................................................................................... Waivers, Rights and Remedies ................................................................................................................................................. 29 21. ................................................................................................................................ Variations ................................................................................................................................................. 29 22. ................................................................................................................................. Invalidity ................................................................................................................................................. 30 23. .............................................................................................. Governing law and jurisdiction ................................................................................................................................................. 30 Schedule (D)(i) ........................................................................................................................ 31 Data Room Index ..................................................................................................................... 31 SCHEDULE (D)(ii) ................................................................................................................. 32 Schedule 3.1(ii) ....................................................................................................................... 34 NET FINANCIAL DEBT ....................................................................................................... 34 Schedule 3.1(iii) ...................................................................................................................... 35 working capital ........................................................................................................................ 35


816270 116649.7

Schedule 3.3 ............................................................................................................................ 38

FORM OF SELLER’S STATEMENT .................................................................................... 38 Schedule 3.3 (CONTINUED) ................................................................................................. 39 Schedule 6.3(a) FORM OF CERTIFICATE RELATING TO THE REITERATION OF THE SELLER WARRANTIES ....................................................................................................... 44 Schedule 6.4(a) FORM OF CERTIFICATE RELATING TO THE REITERATION OF THE PURCHASER WARRANTIES .............................................................................................. 45 SCHEDULE 7.1 SELLER WARRANTIES .......................................................................... 46 1. ................................................................................................................................... the Seller ................................................................................................................................................. 46 2. ................................ THE COMPANY CORPORATE ORGANISATION AND BUSINESS ................................................................................................................................................. 47 3. ................................................................................................................. SHAREHOLDINGS ................................................................................................................................................. 47 4. ............................................................................................................................. ACCOUNTS ................................................................................................................................................. 48 5. ............................................................................................................................ Real Property ................................................................................................................................................. 48 6. .................................................................................................................................Regulatory ................................................................................................................................................. 48 7. .............................................................................................................................. TAXATION ................................................................................................................................................. 49 8. .......................................................................................................................EMPLOYMENT ................................................................................................................................................. 49 9. ............................................................................................ ENVIRONMENTAL MATTERS ................................................................................................................................................. 51 Schedule 8 Purchaser Warranties ........................................................................................... 55 Schedule 13.2 List of intra-group agreements to be terminated at closing............................. 57

Attorney-work-product / Priviledged & Confidential Correspondance client-avocat / Strictement Confidentiel

ADVISORY AGREEMENT

DATED [JUNE 13], 2013

BETWEEN:

[Qatari Entity ], a company incorporated and organised under the laws of the State of

Qatar, having its registered office at [__] (the “Beneficiary”);

ON THE ONE HAND AND 2. [Borletti Group Management S.A.], a company incorporated and organised under the laws of Luxembourg, registered with the trade and companies registry (R.C.S.) of

Luxembourg under number B.116.174, having its registered office at 31, boulevard Grande-

Duchesse, L-1331 Luxembourg (the “Service Provider”);

ON THE OTHER HAND

The Beneficiary and the Service Provider are referred to hereinafter as the “Parties” or a

“Party”. AND, for the purpose of Article 3 of this Advisory Agreement:

Mr. Maurizio Borletti , an Italian citizen, residing at [__],

Mr. Paolo De Spirt, an Italian citizen, residing at [__], and

Mrs. Estelle Fornallaz, a French citizen, residing at [__].


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WHEREAS:

On the Completion Date, the Beneficiary, through its wholly-owned subsidiary, Divine Investments S.A., a company incorporated and organised under the laws of Luxembourg, registered with the trade and companies registry (R.C.S.) of Luxembourg under number B

175429, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg (the

“Investor”), shall acquire 100% of the share capital and voting rights of the Borletti Group

S.C.A. (the “Transaction”). On the Completion Date, Borletti Group S.C.A. shall own 100% of the share capital and

voting rights of Printemps Holding Luxembourg Sààààrl , a société à responsabilité limitée

incorporated and organised under the laws of Luxembourg, registered with the trade and

companies registry (R.C.S.) of Luxembourg under number B.118.037, having its registered

office at 6, rue Adolphe, L-1116, Luxembourg (the “Company”). The Enterprise Value of the investment is of 1.610 million Euros

The Company holds 100% of the share capital and voting rights of Printemps Holdings

France SAS, a société par actions simplifiée incorporated and organized under the laws of France, having its registered office located at 102, rue de Provence, 75009 Paris (France), registered with the Trade and Companies Registry of Paris under number 491 379 699

(“Printemps Holdings France”).

Printemps Holdings France, along with its direct and indirect subsidiaries, form the Printemps

group (the “Printemps Group”) which is a leading department stores chain in France specialized in selling luxury goods.

The Service Provider benefits from a long and recognized expertise in investment in Retail, Luxury and Real Estate related to these activities.

In particular it has gained experience in the positioning and value creation of department stores in its capacity as former shareholder of the Printemps Group, where it contributed to design and implement a successful strategy. In addition, the Service Provider was a long term shareholder of La Rinascente in Italy where he also gained a strong expertise in the luxury department store market. In connection with the Transaction, the Beneficiary has expressed its interest in benefiting from the expertise of the Service Provider with respect to the management of its investment in the Printemps Group.

The Service Provider wishes to assist, and the Beneficiary wishes to benefit from the expertise and advice of the Service Provider, in relation to the management of the investment and in the supervision of the Operating Companies (as such term is defined herein), under the

terms and subject to the conditions set forth in this advisory agreement (the “Advisory

Agreement”).


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IT IS AGREED :

ARTICLE 1: DEFINITIONS AND INTERPRETATION

In this Advisory Agreement, the following words and expressions shall have the following meanings: Advisory Agreement has the meaning given to it in Recital F; Advisory Committee Decisions has the meaning given to it in Article 4.1.4; Affiliate means, in relation to any Party, any person Controlled by that Party, or which Controls that Party, or which is Controlled by a person which also Controls that Party, in each case, directly or indirectly and from time to time; Annual Budget means the annual budget of the Printemps Group; Annual Fees has the meaning given to it in Article 5.1; Beneficiary means [Qatari Entity];

Borletti Group S.C.A. means a company (sociéééétéééé en commandite par actions) incorporated and existing under the laws of Luxembourg, having its registered office located at 31, boulevard de la Grande Duchess Charlotte, L-1331 Luxembourg, registered with the Luxembourg Trade and Companies Registry under number B.120.572; Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorised by law to be closed in Luxembourg, Qatar or France; Business Plan has the meaning given to it in Article 2.1; Chairman of the Advisory Committee has the meaning given to it in Article 4.1.2.(e); Change of Control has the meaning given to it in Article 11; Company has the meaning given to it in Recital B; Company's Advisory Committee has the meaning given to it in Article 4.1.2.(a); Company's Management Board has the meaning given to it in Article 4.1.1.(a); Completion Date means the date of completion of the Transaction; Consolidated Accounts means the audited consolidated annual accounts of Printemps Holdings France as prepared in accordance with IFRS; Consolidated Net Sales means the annual revenues derived from the Consolidated Accounts as adjusted in order to take into account the net revenues generated by all corners located within all Printemps Group's stores as if the products sold through those corners were directly sold by Printemps Group (included the associated discounts, as per the accounting treatment of the products sold directly by Printemps);


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Control has the meaning set out in article L.233-3 of the French Code de Commerce and the terms to Control, Controlled and Controlling shall be interpreted accordingly; EBITDAR has the meaning given to it in Annex 1; Former Member has the meaning given to it in Article 4.1.2.(d);

Group Companies means the Company’’’’s Affiliates; IFRS means International Financial Reporting Standards; Incentive has the meaning given to it in Article 5.2.(a); Invested Amount means the aggregate amount of (i) the initial investment of One

Billion Six Hundred and Ten Million Euros (€€€€ 1,610,000,000), plus (ii) the equity (capital and intragroup financing) injected, directly or indirectly, by the Beneficiary in the Printemps Group as from the Completion Date in addition to that initial

investment of One Billion Six Hundred and Ten Million Euros (€€€€ 1,610,000,000), plus (iii) the real estate transfer taxes in connection with (a) the Transaction, (b) the acquisition of 70% of the shares of the Company by Borletti Group S.C.A. from RREEF Global Opportunities Fund II, L.L.C. and (c) the purchase of all intragroup loans granted to the Group Companies as completed on the Completion Date; Investor has the meaning given to it in Recital A; Key Shareholders means the shareholders of the Service Provider (Mr. Maurizio Borletti, Mr. Paolo De Spirt, and Mrs. Estelle Fornallaz); Key Managers means the key managers of the Service Provider or of its Affiliates. Le Printemps Immobilier means Le Printemps Immobilier, a company incorporated under the laws of France, registered with the trade and companies registry of Paris

under the number 491 379 764, with its registered office at 102, rue de Provence, 75009 Paris; Le Printemps Immobilier Board of Directors has the meaning given to it in Article 4.2.3.(b); Le Printemps Immobilier Directors has the meaning given to it in Article 4.2.3.(c); Members has the meaning given to it in Article 4.1.2.(b); Monitoring Committee has the meaning given to it in Article 4.2.1.3; Operating Companies means Printemps SAS, Profida SA and all other operating companies of the Printemps Group; Party(ies) has the meaning given to it in the Preamble; Person means an individual or an entity of any form whatsoever;


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Printemps Group has the meaning given to it in Recital D; Printemps Holdings France has the meaning given to it in Recital C; Printemps SAS means Printemps, a company incorporated under the laws of France, registered with the trade and companies registry of Paris under the number

503 314 767, with its registered office at 102, rue de Provence, 75 009 Paris; Printemps SAS Members has the meaning given to it in Article 4.2.1.2.(b); Printemps SAS Supervisory Board has the meaning given to it in Article 4.2.1.2.(a); Ring Fenced Decision has the meaning given to it in Article 2.1; Service Provider means Borletti Group Management S.A.; Transaction has the meaning given to it in Recital A;

In this Advisory Agreement, unless the context otherwise requires:

reference to a paragraph, clause, Schedule or Annex shall refer to those of this Advisory Agreement unless stated otherwise;

headings do not affect the interpretation of this Advisory Agreement;

the singular shall include the plural and vice versa and references to one gender include all genders;

references to any Luxembourg legal term or concept shall, in respect of any jurisdiction other than Luxembourg, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;

if a French term has been added in parenthesis after an English term, the French term shall prevail for the interpretation of the relevant English term;

references to Euro or EUR are references to the lawful currency from time to time of the Grand Duchy of Luxembourg;

when calculating the period of time within which or following which any act is to be done or step taken, (i) the day of such act shall not be taken into consideration for the calculation of the delay, (ii ) the delay shall expire the last day of such period of time at midnight and (iii ) if the period of time expires on a Saturday, Sunday or on an official public holiday in Luxembourg and/or in France, the delay is automatically extended to the next following Business Day; and

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. The Schedules and Annexes form part of this Advisory Agreement. The Schedules and Annexes shall have the same legal force and effect as if they were set out in the body of


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this Advisory Agreement and any reference to this Advisory Agreement shall include its Schedules and Annexes.

Where there is any inconsistency between the definitions set out in this clause and the definitions set out in any Schedule or any other clause, then, for the purposes of construing such clause or Schedule, the definitions set out in such clause or Schedule shall prevail.


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ARTICLE 2: OBJECT - SCOPE OF SERVICES 2.1 General Description Financial Advisory The main object of the contract is for the Service Provider to advise the Beneficiary on the investment: identify at any point in time the opportunity of pursuing the investment or of divesting. In order to do this the service provider shall monitor the general trends in investment in the Department Store and Real Estate industry and provide the investor with information and analysis on the relative performance of the investment compared to other similar investments. The financial advice will be given under the assumption that the 5 year Business Plan and the 2 years of post implementation follow up projections will be implemented. The Service Provider will give the Beneficiary advice on proposals of amendment of the Business Plan provided by the management or by other advisors Operational and Strategic Advisory The Service Provider shall advise the Beneficiary in connection with its investment in the Printemps Group and the main strategies concerning the department stores industry and retail related real estate. In particular, the Service Provider shall monitor the implementation by the Operating Companies of the seven (7) year business plan attached hereto as Annex 2 (the

““““Business Plan””””) and shall ensure that the strategy defined thereunder is effectively and properly implemented by the Operating Companies. The Beneficiary shall support the implementation of the Business Plan. The Parties shall discuss in good faith any adjustment to the Business Plan proposed by the Service Provider or the Beneficiary, in order to take into consideration the actual implementation, at any time, of the Business Plan as well as any new circumstances which would make such adjustment advisable or necessary. Any modification of the current perimeter of the Printemps Group which is not provided in the Business Plan shall have to be approved by the Parties. The Beneficiary shall in any case be entitled to refuse any such modification of the current perimeter which is not provided in the Business Plan. Should the Beneficiary intend to adopt any modification of the current Business Plan such as but not limited to open any new store (including, but not limited to, under one of the Printemps Group brands) outside the perimeter of the Printemps Group as provided under the Business Plan against the advice of the Service Provider, such opening shall be implemented by the Beneficiary, through a separate structure from the Printemps Group in such a way that it shall have no effect on the Business Plan and on the compensation of the Service Provider as provided in Article 5 of this Advisory

Agreement (a ““““Ring Fenced Decision””””).


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2.2 Reporting to the Beneficiary The Service Provider shall keep the Beneficiary duly and regularly informed of the actual implementation by the Operating Companies of the Business Plan and of the strategy defined thereunder. In particular, the Service Provider shall provide or, as the case may be, shall cause the Operating Companies to provide, in each case to the extent of its powers, adequate reporting to the Beneficiary regarding the performance of the Operating Companies and the implementation of the Business Plan, including notably:

within twenty (20) days as from the beginning of each month, deliver and present to the

Beneficiary a monthly report including: (i) a detailed report with respect to the main actions completed as

Service Provider during the preceding month; (ii) a report on the status of the implementation by the Operating

Companies of the Business Plan and of the strategy defined thereunder; and

(iii) a year-to-date monthly update of the Annual Budget.

within two (2) months as from the end of each fiscal year, deliver and present to the

Beneficiary an annual report including: (i) a detailed recap with respect to the main actions completed as

Service Provider; (ii) a full financial reporting; (iii) a report on the status of the implementation by the Operating

Companies of the Business Plan and of the strategy defined thereunder during the previous fiscal year;

(iv) an update, if need be, of the Business Plan for the new fiscal year;

and (v) advice or recommendations with respect to the implementation by

the Operating Companies of the Business Plan and of the strategy defined thereunder during the new fiscal year, with a list of identified priorities.

within two (2) months prior to the end of each fiscal year, prepare, deliver and present

to the Beneficiary a draft Annual Budget with respect to the next fiscal year. The Beneficiary shall ensure that the management of the Operating Companies

duly assists, and fully cooperates with, the Service Provider in order for the latter to be able to efficiently and properly perform its obligations as provided in this Advisory Agreement. For this purpose, the Beneficiary shall direct the chief

executive officer (Préééésident or Préééésident Directeur Géééénééééral as applicable) of the


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Operating Companies to give all necessary instructions to the Operating

Companies’’’’ executives in order for them to fully cooperate with the Service Provider.

2.3 Update of the Business Plan The Parties agree that their common intent is to implement the Business Plan.

The Service Provider shall dedicate its efforts to the successful implementation of the Business Plan.

The Service Provider shall immediately inform the Beneficiary of any material

events or new circumstances that have occurred and that may have an impact on the implementation by the Operating Companies of the Business Plan and of the strategy defined thereunder.

In this case, the Service Provider shall propose any adjustment to the Business

Plan that it would deem appropriate to take into account these new circumstances.

The Parties however acknowledge that any update of the Business Plan and any

Annual Budget as proposed by the Service Provider shall in any case remain subject to the final validation by the Beneficiary before their implementation.

2.4 Effectiveness of the Service Provider’’’’s role in implementing the Business Plan

The Beneficiary shall use its best efforts to take all decisions which are advisable

or necessary to implement the Business Plan and any update thereof it has duly validated, and to ensure that all appropriate and necessary decisions are implemented at the level of the Company and each Group Company.

In addition, the Beneficiary shall ensure that the Service Provider be the primary

non exclusive day-to-day interlocutor and point of contact of the management of

the Operating Companies, including vis-àààà-vis the chief executive officer

(Préééésident) of Printemps SAS, with respect to any matters related to the implementation of the Business Plan and any update thereof.

2.5 Tasks with respect to the Operating Companies Subject to the provisions of the laws and by-laws applicable to the Operating

Companies, the Service Provider shall undertake, amongst other advisory functions, the following tasks:

To monitor the execution of the Business Plan, as well as the Annual Budget, identifying

risks and opportunities in this respect;

To discuss with the management of the Operating Companies the subsequent versions of the Business Plan that will be prepared, on an annual basis, by the management;


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To provide advice to the management of the Operating Companies and, in this respect, to advise on the appointment of representatives to the relevant management bodies of the Operating Companies;

To advise on the appointment and removal of the chief executive officer (Préééésident) of

Printemps SAS and on proposals by the chief executive officer (Préééésident) of Printemps SAS, and to advise on the appointment of other key management members of the Operating Companies;

To review and advise on the detailed assumptions of the projects and investments and monitoring the results thereof;

To identify and propose opportunities of further business developments or discontinuation including relationship with the leading brands;

To propose to the Beneficiary opportunities to divest and implement any decisions on the divestment process;

To advise on the marketing and financing strategy;

To support the management in key decisions and high level relationships with trade partners;

To support in carrying out relationships with major trade associations and organisms;

To monitor the business environment and trends; and

To help the management in lobbying as to protect the group’’’’s interests. To the extent necessary, the Beneficiary may grant, at its discretion, specific

powers of attorney to allow the Service Provider to perform certain missions, as the case may be, all in accordance with the respective rules of governance applicable to each of the Operating Companies.

ARTICLE 3: NON-COMPETE

During the period commencing on the Completion Date and ending the date of termination of this Advisory Agreement, neither the Service Provider, nor any of its Affiliates, nor any of the Key Shareholders or Key Managers, shall, directly or indirectly, engage in any business or own a controlling interest in, manage, operate, join, control, render any services to, be employed by, or participate in or be connected with, as a general partner, controlling stockholder, consultant or otherwise, any Person that may compete with any of the businesses operated by the Company or any of the Group Companies, wherever located.

We need to define clearly what is a competitor


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ARTICLE 4: GOVERNANCE 4.1: Governance of the Company 4.1.1: Company's Management Board

The Parties agree, and the Beneficiary shall cause as sole direct and indirect shareholder of the Company, that the management of the Company shall

be entrusted to a management board (the ““““Company's Management

Board””””). The Company's Management Board shall be comprised of four (4) managers

appointed by the Beneficiary.

4.1.2: Company’s Advisory Committee

The Parties agree, and the Beneficiary shall cause as sole direct and indirect shareholder

of the Company by exercising its voting rights at any general meeting of shareholders of

the Company, that an advisory committee (the ““““Company’’’’s Advisory Committee””””) be created in addition to the Company's Management Board. The Company's Advisory Committee shall be reflected in the by-laws of the Company.

The Company’’’’s Advisory Committee shall be comprised of three (3) members appointed by the Beneficiary and one (1) member appointed by the Service

Provider (collectively, the ““““Members””””). The initial Members shall be:

H.E. Sheikha Hind appointed by the Beneficiary;

Mr. Victor Agha appointed by the Beneficiary;

Mrs. Chadia Clot / French Properties Management appointed by the Beneficiary; and

Mr. Maurizio Borletti appointed by the Service Provider.

The Beneficiary undertakes to cast its votes in the Company in a way which allows the implementation of paragraph (b) above. In the event that any

Member appointed by a Party ceases to be a Member (a ““““Former

Member””””) for any reason whatsoever, the replacement Member for such Former Member shall be appointed by the Party which originally appointed the Former Member.

The Beneficiary shall designate the chairman of the Company's Advisory

Committee (the ““““Chairman of the Advisory Committee””””) among the Members initially designated by it. The initial Chairman of the Advisory Committee shall be Mrs. Chadia Clot.


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The Service Provider, or any Member designated by it, shall not be authorized to, and shall prohibit himself from, presenting himself as either a partner, manager, agent, or equivalent, of any of the Company or the Group Companies or the Printemps Group, or their respective shareholders. This provision is an essential condition of this Advisory Agreement and any violation would constitute a material breach, with the right for the Beneficiary to terminate this Advisory Agreement immediately and automatically without any Annual Fees, Incentive, any other fees, penalties or termination indemnification being due to the Service Provider. Furthermore, such material breach would entitle the Beneficiary to be indemnified for the damage suffered. To the extent necessary, the Beneficiary may grant specific powers of attorney for certain pre-approved missions to be undertaken by the Service Provider.

Any meeting of the Company’’’’s Advisory Committee shall take place in Luxembourg, unless provided otherwise in the Company's by-laws.

4.1.3: Majority rules

All decisions of the Company’’’’s Advisory Committee shall be taken by a simple majority vote of the Members (whether present or represented by proxy).

4.1.4: Advisory Committee Decisions

The Beneficiary further undertakes to procure that the decisions listed below

(the ““““Advisory Committee Decisions””””) shall be taken by the Company or any Group Company after the prior consultation of the Advisory Committee, unless such Advisory Committee Decisions are required by law to be taken by the

shareholders only, in which case the Company’’’’s Advisory Committee shall propose the shareholders to vote in favor of such Advisory Committee Decisions only after the prior consultation of the Company's Advisory Committee:

any decision or proposal to the shareholders to implement any change of the

Company’’’’s or any of the Group Company’’’’s by laws or corporate form, any legal corporate merger or de-merger or spin-off of the Company or any of the Group Companies, and more generally, any change in the perimeter of the Company or the Group Companies;

any decision with respect to the appointment and termination of the position of

chief executive officer (Préééésident) of Printemps SAS or of any deputy chief

executive officer (Directeur Géééénééééral or Directeur Géééénééééral Déééélééééguéééé) of Printemps SAS;

any decision to call for unforeseen investments not reflected in the budget of

the Operating Companies;

any decision resulting in the Company or any Group Company incurring indebtedness in excess of the amount that has been determined in the yearly budget or granting liens other than in the ordinary course of business;


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any decision resulting in the Company or any other Group Company guaranteeing any debt or liability of any person in excess of the amount that has been determined in the yearly budget other than in the ordinary course of business;

any decision of dissolution or winding-up of the Company and/or any of the

Group Companies;

any decision of (x) acquisition of direct or indirect majority or minority stake in a company, assets, entering into a joint venture agreement, strategic partnership by the Company and/or any of the Group Companies or (y) total or partial disposal of any direct or indirect subsidiary by the Company and/or any Group Companies;

any material amendment to, modification, or other alteration of, or

abandonment of the Business Plan;

any material amendment, adjunction, sale or termination of the businesses as carried out by the Group Companies as of the date hereof;

any decision of termination or non-renewal of the Finaref agreement;

any decision to approve or amend the Annual Budget of the Group Companies

in case such yearly budget or amendment to an Annual Budget is materially inconsistent with the Business Plan then in effect; and

any decision to approve the terms and conditions of one or more real estate

acquisitions or sales by Le Printemps Immobilier.

4.2: Governance of the Group Companies 4.2.1: Printemps SAS

4.2.1.1: Chief executive officer (Président) of Printemps

SAS


of the Group Companies, that the chief executive officer (Préééésident) of Printemps SAS

shall be designated by the Company’’’’s Management Board, with the advice of the Service Provider, among individuals selected for their professional skills and experience in the retail business or in any other business which has given them appropriate experience and leadership to manage a premium department store, further to a professional selection process involving a leading professional executive search firm. The designation of a person by the Beneficiary without the execution of a professional selection process would entitle the Service Provider to terminate the agreement and receive the compensation due in case of Termination by the Beneficiary.

For purposes of clarity, the fact that the Beneficiary ultimately appoints as

chief executive officer (Préééésident) of Printemps SAS a person who has not been proposed by the Service Provider shall not have any impact on this


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Advisory Agreement and, in particular, not entitle any Party to terminate it or to receive any compensation.

The removal of the acting chief executive officer (Préééésident) shall be decided by the Beneficiary, after prior consultation of the Service Provider.

The initial chief executive officer (Préééésident) of Printemps SAS shall be Mr. Paolo de Cesare.

4.2.1.2: Printemps SAS Supervisory Board (Comité de

supervision)


of the Group Companies, that a Supervisory Board (Comitéééé de supervision) ( ““““Printemps

SAS Supervisory Board””””) be created.

Printemps SAS Supervisory Board shall be comprised of three (3) members

appointed by the Beneficiary (““““Printemps SAS Members””””). The Chairman of the Printemps SAS Supervisory Board shall be elected among the Printemps SAS Members.

The initial Printemps SAS Members shall be:

French Properties Management or Printemps Holdings France, appointed by the Beneficiary ;

Mr. Victor Agha appointed by the Beneficiary; and

Mr. Gilles de Boissieu, appointed by the Beneficiary.

Printemps SAS Supervisory Board shall operate in accordance with the rules

set out in the by-laws of Printemps SAS.

4.2.1.3: Printemps SAS Monitoring Committee The Parties agree, and the Beneficiary shall cause as sole direct and indirect shareholder of Printemps SAS by exercising its voting rights at any general meeting of shareholders of

Printemps SAS, that a monitoring committee (the “Monitoring Committee ”) be created.

The Monitoring Committee shall be comprised of the chief executive officer (Président) of Printemps SAS and three (3) members appointed by the Service Provider. The chief executive

officer (Président) shall be authorized to invite to attend the Monitoring Committee any other member of the management of Printemps SAS as he deems appropriate. In addition, the Beneficiary shall be authorized to attend any meeting of the Monitoring

Committee. To that effect, the chief executive officer (Président) of Printemps SAS shall be instructed by the Beneficiary to transmit to the Beneficiary, in advance of any Monitoring


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Committee, the agenda and the underlying documentation relating to each project to be discussed by the Monitoring Committee. The role of the Monitoring Committee shall be to prepare and to discuss all projects to be submitted to the Company's Advisory Committee. The Monitoring Committee shall meet at least once a month.

4.2.2: Printemps Holdings France

The Beneficiary shall appoint the chief executive officer (Préééésident) of Printemps Holdings France. The initial chief executive officer

(Préééésident) of Printemps Holdings France shall be French Properties Management.

4.2.3: Le Printemps Immobilier

The chief executive officer (Préééésident Directeur Géééénééééral) of Le Printemps Immobilier shall be appointed, at its own discretion, by the Beneficiary, it being specified that the

Beneficiary may elect to appoint the chief executive officer (Préééésident) of Printemps SAS

as chief executive officer (Préééésident Directeur Géééénééééral) of Le Printemps Immobilier. The initial chief executive officer of Le Printemps Immobilier shall be Mrs. Chadia Clot.

The Parties agree that the management of Le Printemps Immobilier shall be

entrusted to a board of directors (Conseil d'administration) (““““Le Printemps

Immobilier Board of Directors ””””).

Le Printemps Immobilier Board of Directors shall be comprised of four (4)

directors appointed by the Beneficiary (““““Le Printemps Immobilier

Directors””””).

The initial Le Printemps Immobilier Directors shall be:

H.E. Sheikha Hind;

French Properties Management or Printemps Holdings France;

Mr. Victor Agha; and

Mrs. Chadia Clot.

4.2.4: Consequences of the termination of the Advisory Agreement on the mandates of the representatives appointed by the Service Provider

In the event that this Advisory Agreement is terminated, the

mandates of any corporate officers of the Company and the


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Group Companies appointed on behalf of the Service Provider shall automatically terminate.

ARTICLE 5: COMPENSATION OF THE SERVICE PROVIDER

5.1: Annual Compensation

As a compensation for the advisory services rendered by the Service Provider pursuant to this Advisory Agreement, the Beneficiary shall pay to the Service Provider an annual amount equal to one per cent (1%) of

the Consolidated Net Sales (the ““““Annual Fees””””). For information purposes only, the Consolidated Net Sales for the fiscal

year ended on March 31, 2012 amount to One Billion One Hundred

Ninety Three Thousand Euros (€€€€ 1,193,000,000) . For the calculation of the Annual Fees the Consolidated Net Sales will be calculated with the same accounting principals as the above mentioned ones for the year ended March 31st 2012.

The Annual Fees shall be paid by the Beneficiary to the Service Provider

within sixty (60) Business Days as from the date of submission to the Service Provider of a certificate prepared by Printemps Holdings France, and certified by the statutory auditors of Printemps Holdings France, setting forth the Consolidated Net Sales for the previous fiscal year, it being understood that such certificate shall be based on the Consolidated Accounts [as approved by the shareholder(s) of Printemps Holdings France].

5.2: Incentive

In addition to the Annual Fees, the Service Provider shall be incentivized on the value

creation through an incentive premium (the ““““Incentive””””). To the extent it is positive, such Incentive shall be calculated on the basis of the Consolidated Accounts for the fiscal year ending on March 31, 2020 (i.e. at the expiration of the Business Plan period), as follows:

Incentive = 20% [(12 x 2020 EBITDAR) - Invested Amount] For the sake of clarity, 2020 EBITDAR means the EBITDAR as calculated

based on the Consolidated Accounts for the fiscal year ending on March 31, 2020.

Notwithstanding the provisions of Article 5.2(a) above, should the Beneficiary sell, to an

unrelated party prior to March 31, 2020:

the whole Printemps Group, the Incentive would be calculated on the basis of the EBITDAR for the immediately preceding entire fiscal year prior to such sale, and the Annual Fees would be due prorata temporis; or

a part of Printemps Group, the Incentive would be calculated prorata temporis on the

basis of the EBITDAR less the portion of that EBITDAR corresponding to that sold part


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of Printemps Group for the immediately preceding entire fiscal year prior to such sale, and the Annual Fees would be due prorata temporis.

The Incentive shall be paid by the Beneficiary to the Service Provider within sixty (60) Business Days as from the date of its determination.

ARTICLE 6: DUTY OF CARE OF THE SERVICE PROVIDER

It is reminded that the Service Provider is a professional of the management of department stores chain in France specialized in selling luxury goods, with a long and recognized expertise in the positioning and value creation of department stores. The Service Provider shall perform its functions in good faith, with loyalty, and using its best duties of care for the rendering of its services under this Advisory Agreement in the best and exclusive interest of the Beneficiary. The Service Provider hereby confirms that it has full competence and expertise in order to perform its obligations under this Advisory Agreement and that it benefits from all necessary and sufficient human and technical resources in connection therewith, it being specified that

the Service Provider shall rely on the full cooperation of the Group Company’s management and executives in order to perform its functions.

The Service Provider is liable vis-à-vis the Beneficiary for the proper and full performance of its obligations under this Advisory Agreement. The Service Provider remains liable for any fault, fraud committed by any of its representatives or employees, or any breach by any of its representatives or employees of its obligations under this Advisory Agreement and agrees to hold the Beneficiary harmless against any such fault, fraud or breach.

All employees of the Service Provider who are dedicated to the performance of this Advisory Agreement shall be exclusively considered as employees of the Service Provider and shall remain under its authority and supervision.

ARTICLE 7: TERM - EARLY TERMINATION

The Advisory Agreement shall take effect on the Completion Date and shall automatically expire on the seventh (7th) anniversary date of the effective date subject to early termination as set forth in Articles 7(c), (d) and (e) below.

In addition, the Parties agree to discuss in good faith the opportunity to enter into or not a new advisory agreement with respect to the Company and the Group Companies between the sixth (6th) and the seventh (7th) anniversary date, failing which, the Advisory Agreement shall expire as stipulated in paragraph (a).


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Either Party shall be entitled to terminate this Advisory Agreement for material breach by the other Party if the breaching Party has failed to cure such material breach within thirty (30) Business Days of receipt of written notice from the non-breaching Party. If the Breaching Party is the Service Provider the latter will receive no Incentive, no Annual Fees from the date of the breach, no other fees, penalties or termination indemnification due in connection therewith. If the Breaching Party is the Beneficiary the Service Provider will receive an indemnification equivalent to the amounts due in case of Termination by the Beneficiary plus the Annual Fees due according to the Business Plan up to the natural termination of the contract (year 7).

For the avoidance of doubt, for the purpose of this Article 7(c), the following cases shall, inter alia, constitute a material breach for purposes of this Advisory Agreement: a change of Control as set out in Article 11, or any breach of the obligations set out in Article 2.2 (Reporting to the Beneficiary), Article 3 (Non-Compete), Article 4.1.2(f) (Governance), Article 6 (Duty of Care of the Service Provider) and Article 15 (Confidentiality),

The Beneficiary shall be entitled to terminate this Advisory Arrangement for any other reason than a material breach by the Service Provider, in which case:

should such termination actually occur up to the fourth (4th) anniversary date of the Completion Date, the Annual Fees and the Incentive would become immediately due for their full amounts (i.e. as if the Advisory Agreement had remained in place until its term, and as if the objectives of the Business Plan had been met for calculating the Annual Fees and the Incentive); and

should such termination actually occur after the fourth (4th) anniversary date of the Completion Date and until the seventh (7th) anniversary of the Completion Date, (x) the Annual Fees would stop accruing at the termination date (on a prorata temporis basis for the current year) and (y) the Incentive would become due and would be calculated on the basis of the EBITDAR reflected in the Consolidated Accounts for the last fiscal year as follows:

if such termination actually occurs at any time between the fourth

(4th) and fifth (5th) anniversary of the Completion Date:

Incentive = 27% [(12 x EBITDAR) - Invested Amount]

if such termination actually occurs at any time between the fifth

(5th) and sixth (6th) anniversary of the Completion Date:


if such termination actually occurs at any time between the sixth

(6th) and seventh (7th) anniversary of the Completion Date:


This Advisory Agreement shall also immediately and automatically terminate

in case of sale of Printemps Group by the Beneficiary. In such a case, the


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Service Provider would only be entitled to an Incentive calculated as provided in Article 5.2(b) above.

In any case of termination of this Advisory Agreement, the Service Provider shall

immediately return to the Beneficiary all documents held or kept by the Service Provider to the extent that such documents relate to the Company, the Group Companies or, more generally, to this Advisory Agreement and its implementation.

ARTICLE 8: USE OF BORLETTI NAME The Beneficiary shall ensure that, as soon as the Advisory Agreement terminates, for

whatever reason, the name “Borletti” shall cease to be used by any of the Group Companies (and in particular, Borletti Group SCA).

ARTICLE 9: NOTICES

Any notice in connection with this Advisory Agreement shall be written in English and delivered by hand, electronic mail with acknowledgement of receipt from the recipient by electronic mail, registered post or courier using an internationally recognised courier company. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, (ii) at the time of first delivery, if delivered by registered post or courier or (iii) at the time of transmission if delivered by electronic mail provided that in either case, where delivery occurs outside working hours, notice shall be deemed to have been received at the start of working hours on the next following Business Day.

The addresses and e-mail addresses of the Parties for the purpose of this Article18.1 are:

Beneficiary

[__]

E-mail: [__]

For the attention of:

[__]

With a copy to [__]

[__]

Service Provider

[__]

E-mail: [__]

For the attention of:

[__]

With a copy to [__]

[__]


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Provided that a copy shall not be deemed to constitute a notice.

Each Party shall promptly notify to the other Party any change to its name, relevant addressee, address or e-mail address.

ARTICLE 10: ENTIRE AGREEMENT

This Advisory Agreement constitutes the entire agreement between the Parties

with respect to subject matter hereof, and supersedes any and all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the Parties.

ARTICLE 11: SUCCESSORS AND ASSIGNS - CHANGE OF CONTROL

Any rights and obligations stipulated in this Advisory Agreement actively and

passively bind the Parties. One Party may not transfer the rights and obligations under this Advisory Agreement without the prior, written consent of the other Party, except that the Both Affiliate and Service Provider will have the right to assign this Advisory Agreement to one of its Affiliates, without any prior consent of the other party being required. In this case the assigning company will remain co-guarantor of the obligations of its Affiliate.

In case of direct or indirect change of Control of the Service Provider (““““Change

of Control””””), the Service Provider shall immediately inform the Beneficiary who shall be entitled to immediately terminate this Advisory Agreement without any cause nor any Incentive, Annual Fees, nor any other fees, penalties or termination indemnification to be paid to the Service Provider in connection therewith.

ARTICLE 12: WAIVERS, RIGHTS AND REMEDIES Except as expressly provided in this Advisory Agreement, no failure or delay by

any Party in exercising any right or remedy relating to this Advisory Agreement shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

ARTICLE 13: INDEPENDENT CONTRACTORS The Parties are independent contractors and unless specifically otherwise

provided herein neither of them is or will be responsible for actions, contracts, debts or liabilities of the other.


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ARTICLE 14: VARIATIONS

No amendment of this Advisory Agreement shall be valid unless it is in writing

and duly executed by or on behalf of all of the Parties to it.

ARTICLE 15: CONFIDENTIALITY The Parties agree that it is of utmost importance to each of them to preserve the

full confidentiality of this Advisory Agreement. In this respect, each Party undertakes not to, and shall procure that any of its Affiliates, as well as any director, officer and employee thereof, shall keep confidential the terms of this Advisory Agreement, except for the purpose of implementing this Advisory Agreement or when required by law. This confidentiality undertaking shall survive after the termination of this Advisory Agreement, for any reason whatsoever.

TARTICLE 16: INVALIDITY Each of the provisions of this Advisory Agreement is severable. If any such

provision is held to be or becomes invalid or unenforceable in any respect, it shall have no effect in that respect and the Parties shall use all reasonable efforts to replace it with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

ARTICLE 17: LAW AND JURISDICTION The engagement contained in this Advisory Agreement is and shall be governed

by, and construed and interpreted in accordance with the laws of the Grand Duchy of Luxembourg. All disputes, arising out of or in connection with or in any manner related to this letter shall be subject to arbitration, with a panel of three arbitrators, in accordance with the Rules on Conciliation and Arbitration of the International Chamber of Commerce. The arbitration proceedings would be conducted in English. The place of arbitration would be Geneva, Switzerland.

This Advisory Agreement has been entered into on the date stated at the

beginning of this Agreement in [__] original copies.


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____________________________ [Qatari Entity ]

By :

______________________________ Borletti Group Management S.A.

By :

____________________________ Mr. Maurizio Borletti

______________________________ Mr. Paolo De Spirt

____________________________ Mrs. Estelle Fornallaz


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Annex 1

EBITDAR Definition

EBITDAR means, in relation to [Printemps Holdings France / the Printemps Group] for any twelve (12) months period ending on March 31, the consolidated net profit after minority interests (if any) and:

(i) adding back:

depreciation and amortisation charged to the consolidated profit and loss account of the Printemps Group during such a period;

any amount related to the impairment of any asset;

any loss over book value arising on the sale, lease or other disposal of any asset by any member of the Printemps Group (other than the sale of the trading stock);

financial charge or loss;

exceptional and extraordinary charges or losses (or provisions made for such charges or losses);

net income tax charge;

net deferred taxes; and

external real estate rents (i.e. rents paid to third parties); and

(ii) deducting:

exceptional and extraordinary income or gains (or the release of any provisions made for such charges and losses); and

any gain over book value arising on the sale, lease or other disposal of any asset by any member of the Printemps Group (other than on the sale of trading stock) during such period and any gain arising on revaluation of any asset during such period.

We should add a definition of Consolidated Sales for the sake of the 1% . These are not IFRS sales but current French GAAP rules.


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Annex 2

Business Plan

advisory agreement quasi-final

Documents

printemps immobilier

contents clause page

companys advisory committee

advisory committee decisions

printemps holdings france

companys management

service provider

group companies