3. RISK FACTORS:
translation at Latest Practicable Datel) in 2011 and increases annually based on the French
consumer price index (with additional payments of €250,000 (USSinsert trans/ation at Latest
Practicable Date]) having been made on each Event over the 16" Event in any World
Championship season) and not to vary or remove certain of the FIA’s rights under the 100-Year
Agreements. See Part 16 ~ “Key contracts summary ~ 100-Year Agreements’ for a more detailed
discussion of the 100-Year Agreements. We have a mutually beneficial working relationship with the
FIA. Our rights under these agreements can be terminated by the FIA if we materially breach the
relevant agreements (subject to certain cure rights), undergo an unpermitted change of control,
interfere with certain of the FIA’s rights under the 100-Year Agreements or experience certain
insolvency events. if our licence under the 100-Year Agreements was terminated in accordance
with its terms or the FIA or another person successfully challenged the validity of that licence (or the
100-Year Agreements as a whole), it could cause us to discontinue our operations, lead to the
termination of substantially all our commercial contracts, prevent us from exploiting the commercial
rights to the World Championship and require us to discontinue use of the World Championship
trade marks and other intellectual property rights.
We are reliant upon certain key personnel, especially Mr. Ecclestone, and we may lose one
or more of them.
Our commercial success is dependent to a considerable extent on the efforts, abilities and
reputation of our management, especially Mr. Ecclestone. Our success to date has depended to a
significant extent on Mr. Ecclestone, our chief executive officer, who is currently 81 years old and
has been responsible for the growth and strategic development of Formula 1. While we have a
succession plan for Mr. Ecclestone and the benefit of our other executive Directors who each have
over 15 years of experience with the Company and contracted revenues which provide us stability
in the near term, the loss of Mr. Ecclestone could disrupt our operations and have a material
adverse effect on our business and results of operation. See Part 19 ~ “Senior Management and
Directors of the Company’. The loss of other key personnel could also disrupt our operations for a
short time.
Mr. Ecclestone is a witness in a criminal trial in Germany and a suspect in the related
investigation. These proceedings could damage Mr. Ecclestone’s reputation, result in an
indictment and, if he were tried and found guilty, possible sanctions against him, and could
also result in his departure as the Group's Chief Executive Officer or director. Ci
proceedings arising from related facts have also been brought against him and others in the
United Kingdom.
Mr. Ecclestone gave evidence as a witness at the criminal trial (the "German Trial”) which
commenced in October 2011, in which Gerhard Gribkowsky is the accused. It is alleged, among
other things, that Mr. Gribkowsky accepted a bribe from Mr. Ecclestone in or around 2008/2007 in
connection with the sale by Bayerische Landesbank ("BLB") of its stake in the Group to the CVC
Funds in 2008. Mr. Gribkowsky denies the charges. When Mr. Ecclestone appeared as a witness he
testified that he had paid a total of approximately US$23 million to Mr. Gribkowsky because Mr.
Ecclestone felt threatened that Mr. Gribkowsky would make known his allegations that Mr.
Ecclestone controlled Bambino and a related trust, and that further iments had been made by
Barino. Mr. Ecclestone has stated that such payments Were nota Bribe. Une UK tx a, Mr
Ecclestone were deemed to control the trust, there could be materially adverse tax consequences
for Mr. Ecclestone and/or the trust. Bambino is a company owned by a trust settled in 1996 by Mr.
Ecclestone's then wife (now ex-wife) for the benefit of herself and their two daughters. A company
controlled by Bambino also made similar payments to companies connected to Mr. Gribkowsky.
While no charges in Germany have been brought against Mr. Ecclestone to date, Mr. Ecclestone
(along with certain other individuals) has been identified by the Munich state prosecutor as a
‘Beschuldigter’ or ‘suspect’ in the relevant investigation and continues to be subject to the risk of
prosecution.
Mr. Ecclestone and Bambino are also defendants (with others) in civil proceedings (the
“Civil Proceedings") started on 29 July 2011 in the United Kingdom related to payments made to
Mr. Gribkowsky. The Civil Proceedings also relate to payments to Mr. Ecclestone and Bambino
made in connection with the sale of BLB's stake in the Group to the CVC Funds in 2006. Mr.
Ecclestone was notified in March 2012 that HMRC in the UK is currently investigating his tax affairs
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