France employees entity and CBA designation

XML provides two types of services to its client base. (1) - "Staffing" in the traditional sense, where we deploy temporary workers to our clients. Our contract with our clients is for personnel leasing; (2) - "Outsourced Services", where we provide various managed services for our clients on various projects. Our contracts with our clients for outsourced services are not personnel leasing contracts.

XML operates in France via two entities: XML France SARL, a company incorporated and registered in France ("France SARL"), and XML (France) Ltd, a company incorporated and registered in England and also registered as a foreign employer ("France LTD"). The reason XML has two entities which operate in France is as follows:

• France SARL: the France SARL is registered as an enterprise de travail temporaire ("ETT") and, due to restrictions imposed by the labour code, can only engage in activities related to providing ETT services.

• France LTD: this entity is used, due to the restrictions on the exclusivity rule above, to provide our outsourced Services in France to French clients. In order to meet the requirements of our clients to provide these services, we hire personnel for these projects and hence have local payroll needs.

The applicable convention collective (CBA) which apply to the personnel is therefore different for each entity. A brief explanation of the rules are as follows: 

• France SARL: is registered exclusively as an ETT. All temporary workers onboarded by XML are therefore covered by the ETT CBA - IDCC 2378. However, whilst ETT temporary workers are on assignment ("mission") with our clients, they are entitled to the same terms and conditions as the client they are leased to. This includes the CBA applicable to the client. For this reason, we require clients to provide us with the relevant onboarding information (see attached questionaire). N.B - internal employees of France SARL are governed by a different CBA- this is CBA IDCC 1413.

• France LTD: is registered with its principal activity (APE) related to business and consulting services. France LTD workers are therefore covered under the "SYNTEC" CBA, which is the CBA that governs the business and consulting sector. The CBA of our clients in these situations are not relevant, as we are providing a service to our clients and not personnel leasing.

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