Page 362 - 2012 Annual Report

362 VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
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7. STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS
IV - VIVENDI SA 2012 STATUTORY FINANCIAL STATEMENTS
AGREEMENTS AND COMMITMENTS APPROVED
IN PRIOR YEARS
In accordance with Article R.225-57 of the French Commercial Code
(Code de commerce), we have been advised that the implementation of
the following agreements and commitments which were approved by the
Annual Shareholders’ Meeting in prior years continued during the year.
A) WHOSE IMPLEMENTATION WAS EFFECTIVE
DURING THE YEAR
PAYMENT OF A COMPENSATION TO MR JEAN-BERNARD LÉVY,
CHAIRMAN OF THE MANAGEMENT BOARD, UPON TERMINATION
OF HIS TERM OF OFFICE
At its meeting of June 28, 2012, your Supervisory Board authorized the
payment to Mr. Jean-Bernard Lévy, in respect of termination of his duties
as Chairman of the Management Board, a compensation amounting
to €3,888,000, representing 16 months of average compensation
(fixed and bonus).
In accordance with the Supervisory Board decision of February 26, 2009
and the approval by the Shareholders’ Meeting on April 30, 2009, this
compensation was subject to the absence of serious misconduct and
to the following performance conditions: the compensation will not be
payable if the Group’s financial results (adjusted net income and cash
flow from operations) were less than 2/3 of the Group’s budget for two
consecutive years and if the performance of Vivendi shares was lower
than 2/3 of the average performance of a composite index (1/3 CAC 40,
1/3 DJ Stoxx Telco and 1/3 DJ Stoxx Media).
In addition, in accordance with Shareholders’ Meeting approval on
April 30, 2009, his rights to stock options and to performance shares
not yet acquired by Jean-Bernard Levy on the date of his departure has
been maintained, subject to the satisfaction of the relevant performance
conditions and subject to the relevant plan’s rules in relation to the
conditions governing their acquisition and exercise.
B) WHOSE IMPLEMENTATION CONTINUED DURING THE YEAR
(Members of the Management concerned: Messrs Jean-François Dubos
and Philippe Capron)
TREASURY AGREEMENT BETWEEN VIVENDI AND ACTIVISION
BLIZZARD INC.
At its meeting of April 30, 2009, your Supervisory Board authorized your
Management Board to amend the treasury agreement signed during the
Vivendi Games and Activision merger operation in 2008. The amendment
turns the original contract into a cash pooling agreement for each currency
used at Activision Blizzard Inc. level. Activision Blizzard Inc. lends its
foreign currencies to Vivendi in exchange of an equivalent amount
in euros. At the end of each week the balance is nil which avoids any
counterparty risk.
During the financial year ended December 31, 2012, the management fees
received by your company amounted to €270,000.
GRANTING BY YOUR COMPANY OF A €1.5 BILLION
LOAN TO SFR
At its meeting of June 14, 2009, your Supervisory Board authorized your
Management Board to grant a €1.5 billion revolving facility to SFR with a
four years maturity, refundable at the end with a EURIBOR plus 2.5% rate.
As at December 31, 2012, SFR drew the remaining outstanding available
facility. For 2012, the total amount of interest received by your company
is €43.5 million.
GRANTING OF A €3 BILLION LOANS TO SFR
At its meeting of February 28, 2008, your Supervisory Board authorized
your Management Board to provide SFR with a €3 billion loan as part of
the acquisition by SFR of 60.15% of Neuf Cegetel capital not held by SFR.
Your company agreed to a €3 billion revolving facility at market conditions,
maturing on December 31, 2012. This credit line was to be reduced by
€1 billion as of July 1, 2009, by €1 billion as of July 1, 2010, and the
balance as of December 31, 2012.
As of December 31, 2012 the remaining balance has been reimbursed
by SFR. For 2012, the commission regarding the non utilization of the
credit line invoiced to SFR is €29,167 and total interests received by your
company for 2012 amount to €7.6 million.
SUPPORT AGREEMENT BETWEEN YOUR COMPANY AND SFR
Your company signed in 2003 a support agreement with its subsidiary
SFR for a five-year period. In return, from January 1, 2006, SFR paid your
company an annual lump sum of €6 million and 0.3% of its consolidated
revenue, excluding revenue from equipment sales.
On March 6, 2008, an amendment to this agreement was signed.
Applicable with effect from April 1, 2007, SFR pays your company an
amount corresponding to 0.2% of its consolidated revenue (excluding
Maroc Telecom figures and revenue from equipment sales).
The income received by your company in 2012 relating to this agreement
amounted to €21.5 million before taxes.
Agreements and commitments already approved by the Annual Shareholders’ Meeting