Direct control over the premises Yves Rocher's choices Dorota Wiellowicz Yves Rocher International Markets Legal Manager Annual Meeting IDI Torino 2010, 12th of June

Why to acquire the control? not to loose the premises at the end of the franchising contract – a security for the franchisor; to contract the premises directly – a security for the landlord.

How to take control? In general : acquire/lease an outlet and lease/sublease it; But: create a business and lease it In one business-lease contract In a contract(s) containing many agreements concerning elements of business

Where? Countries with many constraints, as France, Countries with less regulations, as Poland, But also: Germany, Czech Republic.

France Sublease of the premises Lease of business Business-Lease Agreement (Location-Gérance) : The LESSOR leases, under the rules of Business-Lease to the TENANT who accepts a business of selling__________ [...]. 2.1. The business, also called "Beauty Center" [...] operated at: address, including: [...] d) equipment, furniture located in the premises, as has been described in the appendix _, [...] f) the right to occupy the premises in which is operated the business, [...] 3. The TENANT shall comply with the obligations resulting from the lease agreement where the said business is operated, the lease having been made under various conditions and charges that the TENANT declares to know, a copy of the lease having been delivered to it. It is specified, however, that it belongs to the LESSOR and not to the TENANT to pay directly to the owner of the premises the rent and the rent charges thereon. The TENANT undertakes to respect the authorized business clause of the commercial lease of the premises, that allows the operating of a business for [...] 14. In the case the LESSOR would sell the business covered herein, it shall inform, in priority, the TENANT by registered letter with return receipt to allow him to nominate her to become a franchised network member Yves Rocher . [...]

Poland Lease of business Sublease and other elements Franchising Agreement, Appendix 6: 1.2. Yves Rocher gives to the Franchisee, and the Franchisee accepts, a subleasing of the commercial premises, which address is specified in the § 1.3 here below (hereinafter "Premises"), in order to run the Beauty Center's under conditions of the present Franchising Agreement. 2.1. Yves Rocher has taken the lease of the Premises in order to create and run an Yves Rocher's Beauty Center. The conditions of the lease are specified in the lease contract which is attached in the appendix 1 herein (hereinafter the "Lease"). 2.2. The Subtenant declares having read the Lease. 2.3. The Parties agree that the rights to the Premises given to the Subtenant are a part of the Franchising Agreement and cannot be considered in any case as a autonomous sublease. The rights to the lease of the Premises are and shall remain Yves Rocher's. 2.4. In any case, the Subtenant is not authorized to dispose the rights it acquire by the present contract and especially to the subsequent sublease. 2.7. The Franchisor has created in the Premises a Beauty Center in accordance […] 2.9. Yves Rocher lease to the Franchisee the furniture and material of the Beauty Center, listed in appendix 2 hereto. 3.1. The term/duration of the sublease is undetermined starting with the date of …. However, in any case the term of the subleasing cannot exceed the term of Franchising Agreement and/or of the Lease. 3.3. In case of the end or the termination of the Franchising Agreement and or the Lease, the sublease shall expire with immediate effect on the day of the end or the termination of the Franchising Agreement and or the Lease. 5.4. The Subtenant undertakes to inform Yves Rocher immediately about any circumstances having or might having influence on his rights or the Yves Rocher's rights to the Beauty Center. .

Germany Franchising Agreement: 4.1. The Franchisee is entitled to use for the intended purpose the commercial premises of the Beauty Centre Yves Rocher situated ____________ for which YVES ROCHER concluded the lease attached as Appendix 2. The Franchisee is also entitled to use the furniture as well as other elements and ancillary facilities made available by YVES ROCHER and listed in the inventory provided in Appendix 3. 4.1.1 All elements of the inventory are and remains owned by YVES ROCHER. The Franchisee is not entitled to dispose in any way, whether in contract or material. 4.2 The Franchisee agrees to observe the provisions of the lease, except the payment of rent, insofar as they relate to the execution as an auxiliary of YVES ROCHER. It confirms having read the contents of the lease. The Franchisee is required to reimburse YVES ROCHER all charges that the latter must pay under the lease. The said reimbursement is done on the base of the invoice issued by YVES ROCHER. […] 4.4 The damage occurred during the period of use on any item owned by YVES ROCHER must be repaired on the Franchisee's expense. The items that have disappeared, for whatever cause, must be immediately replaced by the Franchisee at its expense by objects of the same quality. These objects become the property of YVES ROCHER. […] 4.5 Subject to the provisions of the lease in Appendix 2 and the written consent of YVES ROCHER, the Franchisee can make, at its expense, improvements or extensions to commercial premises and their facilities, which will however, be compatible with the image of brands and products YVES ROCHER. […]

Czech Republic Franchising Agreement, Appendix 8: 1. Yves Rocher the tenant of the commercial premises situated in application of the lease concluded ___________. 2. Yves Rocher gives to the subtenant the use (sublease) of the commercial premises defined in the art.1 of the present contract and the subtenant accepts it. 3. the premises are sublet in order to exploit the Beauty Center, as described in the art. 1 of the Franchising Agreement Nr__ (hereinafter "Franchising Agreement"). The subtenant is authorized to use the premises only in accordance with the art. 4 of the part A of General Dispositions of the Franchising Agreement. The subtenant is not authorized to the subsequent sublease of the premises without Yves Rocher's written consent. 4. [...] the present agreement shall expire at the end of the Franchising Agreement and or Lease. 8. The Franchising Agreement with all its appendices as well as the Lease are a part of the present contract. Franchising Agreement 2.1. By the present contract, Yves Rocher lease to the Franchisee the furniture and equipment of the Beauty Center Yves Rocher, which is accepted by the Franchisee. The list of all elements is attached in appendix 3 hereto.