The Baupost Group, L.L.C.

Event Detail: MR. BLUMENTHAL WAS CHARGED WITH ONE COUNT OF CRIMINAL TAX FRAUD, A FELONY, UNDER ARTICLES 1741, 1742 AND 1750 OF THE GENERAL TAX CODE IN FRANCE. MR. BLUMENTHAL PLEAD NOT GUILTY. Status: Final Disposition: ON JUNE 20, 2018, THE TRIAL COURT CONVICTED MR. BLUMENTHAL, ALONG WITH THE OTHER DIRECTORS OF THE TWO LUXEMBOURG ENTITIES, OF CRIMINAL TAX FRAUD AND SENTENCED EACH DIRECTOR TO A FINE AND A SUSPENDED SENTENCE. AS TO MR. BLUMENTHAL, THE ORDER OF CONVICTION IMPOSED A FINE OF APPROXIMATELY US$43,000, TOGETHER WITH A SUSPENDED SENTENCE OF FOUR YEARS. THE DIRECTORS OF THE LUXEMBOURG ENTITIES, INCLUDING MR. BLUMENTHAL, WERE ALSO DETERMINED TO BE JOINTLY AND SEVERALLY LIABLE AS A CIVIL MATTER FOR THE BALANCE OF THE INCOME TAXES AND RELATED INTEREST AND PENALTIES DETERMINED TO BE DUE IN RESPECT OF THE LUXEMBOURG ENTITIES. THE BAUPOST PARTNERSHIPS THAT OWNED THESE INVESTMENTS PAID THEIR PORTION OF THE TAXES, INTEREST AND PENALTIES IN 2017; THE BALANCE WAS SUBSEQUENTLY SATISFIED. Summary: BETWEEN 2003 AND 2005, PRIVATE FUNDS MANAGED BY BAUPOST MADE THREE FRENCH REAL PROPERTY INVESTMENTS ALONGSIDE THIRD PARTIES THROUGH LUXEMBOURG COMPANIES (THE "LUXEMBOURG ENTITIES"). THOMAS BLUMENTHAL, A PARTNER, WAS APPOINTED AS A DIRECTOR OF THE LUXEMBOURG ENTITIES. SUBSEQUENT TO THE 2006 SALE OF THESE INVESTMENTS, THE FRENCH TAX ADMINISTRATION ("FTA") OPENED TAX AUDITS OF THE LUXEMBOURG ENTITIES. THE FTA ALLEGED THAT THE LUXEMBOURG ENTITIES WERE NOT ELIGIBLE FOR BENEFICIAL TAX TREATMENT UNDER THE FRANCE-LUXEMBOURG TAX TREATY, AND THUS WERE REQUIRED TO PAY INCOME TAX IN FRANCE. ONE OF THE THREE LUXEMBOURG ENTITIES SUCCESSFULLY PROVED IN FRENCH COURT THAT NO TAX WAS DUE. THE REMAINING TWO LUXEMBOURG ENTITIES APPEALED THE FTA'S ASSESSMENT TO THE FRENCH SUPREME TAX COURT. ON MARCH 31, 2017, THE FRENCH SUPREME TAX COURT RULED AGAINST THESE LUXEMBOURG ENTITIES. IN 2011, THE FTA REFERRED FOR INVESTIGATION POTENTIAL CHARGES AGAINST ALL OF THE DIRECTORS OF THE TWO REMAINING LUXEMBOURG ENTITIES, INCLUDING MR. BLUMENTHAL, ALLEGING THAT THESE LUXEMBOURG ENTITIES AND THEIR DIRECTORS HAD ENGAGED IN TAX FRAUD AS A RESULT OF THE FAILURE BY THESE LUXEMBOURG ENTITIES TO PAY INCOME TAX IN FRANCE. ON JANUARY 11, 2017, MR. BLUMENTHAL WAS NOTIFIED THAT A MAGISTRATE JUDGE HAD CHARGED THE DIRECTORS OF THESE TWO LUXEMBOURG ENTITIES, INCLUDING MR. BLUMENTHAL, WITH COMMITTING CRIMINAL TAX FRAUD. FOLLOWING A TRIAL, THE COURT ON JUNE 20, 2018 CONVICTED THE DIRECTORS OF THE TWO LUXEMBOURG ENTITIES, INCLUDING MR. BLUMENTHAL, OF CRIMINAL TAX FRAUD AND SENTENCED EACH DIRECTOR TO A FINE AND A SUSPENDED SENTENCE. AS TO MR. BLUMENTHAL, THE ORDER OF CONVICTION IMPOSED A FINE OF APPROXIMATELY US$43,000, TOGETHER WITH A SUSPENDED SENTENCE OF FOUR YEARS. THE DIRECTORS OF THE LUXEMBOURG ENTITIES, INCLUDING MR. BLUMENTHAL, WERE ALSO DETERMINED TO BE JOINTLY AND SEVERALLY LIABLE AS A CIVIL MATTER FOR THE BALANCE OF THE INCOME TAXES AND RELATED INTEREST AND PENALTIES DETERMINED TO BE DUE IN RESPECT OF THE LUXEMBOURG ENTITIES. THE BAUPOST PARTNERSHIPS THAT OWNED THESE INVESTMENTS PAID THEIR PORTION OF THE TAXES, INTEREST AND PENALTIES IN 2017; THE BALANCE WAS SUBSEQUENTLY SATISFIED. MR. BLUMENTHAL ACTED IN GOOD FAITH FOR THE BENEFIT OF THE BAUPOST PARTNERSHIPS, HAVING FOLLOWED ADVICE FROM PROMINENT INTERNATIONAL TAX ADVISORS IN CONNECTION WITH THESE INVESTMENTS, AND MR. BLUMENTHAL APPEALED THE JUDGMENT IN 2018. WHILE BAUPOST HAS ALWAYS STRONGLY DISAGREED WITH THIS VERDICT AND VIEWS THE CONVICTION AS UNWARRANTED, MR. BLUMENTHAL WITHDREW THE APPEAL IN JUNE 2021 WITH THE FULL SUPPORT OF BAUPOST. THE BAUPOST PARTNERSHIPS DID NOT BEAR ANY PORTION OF THE APPELLATE DEFENSE COSTS OR THE ADDITIONAL TAX OBLIGATION AND WILL NOT BEAR ANY PORTION OF THE FINE. THE VERDICT DOES NOT IMPACT MR. BLUMENTHAL'S CONTINUING ROLE AS A PARTNER AT BAUPOST.

Allegations: PURSUANT TO APPLICABLE GREEK LAW, THE REGISTRANT WAS REQUIRED TO REPORT AN INCREASE IN ITS OWNERSHIP OF A LISTED WARRANT TO BOTH THE HELLENIC CAPITAL MARKET COMMISSION (HCMC) AND THE ISSUER OF THE SECURITY FOLLOWING TRADING IN OCTOBER 2013. THE ISSUER OF THE SECURITY WAS REQUIRED TO MAKE THE REPORT PUBLIC FOLLOWING RECEIPT. THE REGISTRANT CAUSED THE REQUIRED NOTIFICATION TO BE SUBMITTED TO THE HCMC AND THE ISSUER WITHIN THE STATUTORY NOTIFICATION PERIOD. THE ISSUER OF THE WARRANTS CLAIMS THAT IT DID NOT TIMELY RECEIVE THE ORIGINAL REPORT AND ULTIMATELY WAS FOUR DAYS LATE IN MAKING THE REPORT PUBLIC. THE BOARD OF DIRECTORS OF THE HCMC IMPOSED AN ADMINISTRATIVE FINE OF 3,000 EUROS IN THE AGGREGATE ON THE REGISTRANT AND ITS ADVISORY AFFILIATE, SETH KLARMAN, FOR THE LATE FILING. THE REGISTRANT AND MR. KLARMAN DISAGREE WITH THE HCMC DECISION. Status: Final Sanction Detail: A 1,000 EURO FINE WAS IMPOSED ON THE REGISTRANT AND A 2,000 EURO FINE WAS IMPOSED ON ITS ADVISORY AFFILIATE, SETH KLARMAN. Summary: THE BOARD OF DIRECTORS OF HCMC DETERMINED TO IMPOSE AN ADMINISTRATIVE SANCTION FOR THE REPORTING BREACH, DESCRIBED ABOVE IN ITEM 7, ON BOTH THE REGISTRANT AND ITS ADVISORY AFFILIATE, SETH KLARMAN. THE MONETARY SANCTIONS HAVE BEEN DESCRIBED ABOVE IN ITEM 12 AND NO ADDITIONAL PROCEEDINGS ARE ANTICIPATED AT THIS TIME.