367
Annual Report -
2013
-
Vivendi
4
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
Statutory Auditors’ Report on Related Party Agreements and Commitments
7.
Statutory Auditors’ Report on Related Party Agreements and Commitments
To the shareholders,
In our capacity as statutory auditors of your Company, we hereby report
on certain related party agreements and commitments.
We are required to inform you, on the basis of the information
provided to us, of the terms and conditions of those agreements and
commitments indicated to us, or that we may have identified in the
performance of our engagement. We are not required to comment as to
whether they are beneficial or appropriate or to ascertain the existence
of any such agreements and commitments. It is your responsibility, in
accordance with article R.225-58 of the French Commercial Code (
Code
de commerce
), to evaluate the benefits resulting from these agreements
and commitments prior to their approval.
In addition, we are required, where applicable, to inform you in
accordance with article R.225-58 of the French commercial code (
Code
de commerce
) concerning the implementation, during the year, of the
agreements and commitments already approved by the Shareholders’
Meeting.
We performed those procedures which we considered necessary to
comply with professional guidance issued by the French National
Institute of Statutory Auditors (
Compagnie nationale des Commissaires
aux Comptes
) relating to this type of engagement. These procedures
consisted in verifying that the information provided to us is consistent
with the documentation from which it has been extracted.
Agreements and Commitments Submitted for Approval by the Annual Shareholders’ Meeting
■
■
Agreements and Commitments Authorized
during the Year
In accordance with article L.225-88 of the French Commercial
Code (
Code de commerce
), we have been advised of certain related
party agreements and commitments which received prior authorization
from your Supervisory Board.
Disposal by Vivendi SA of 53.8% Interest
in Activision Blizzard
Members of the Management Concerned:
Jean-François Dubos and Philippe Capron
At its meeting of July 22, 2013, your Supervisory Board authorized your
Management Board to start negotiations in order to sell interests of
Vivendi SA in Activision Blizzard. As of October 11, 2013 your Company
sold, at a price of 13.60 dollars per share, its 38.4% interest in
Activision Blizzard to the latter and 15.4% interest in Activision Blizzard
to an investor group (“ASAC”), resulting in a total cash consideration of
8.2 billion dollars.
Following these operations, Vivendi SA retains a residual 11.9% interest
in Activision Blizzard. A first portion of this interest may be sold on the
market from April 2014.
Acquisition by Vivendi SA of 20% Lagardère Interest
in Canal+ France
Members of the Management Concerned:
Jean-François Dubos and Philippe Capron
At its meeting of October 28, 2013, your Supervisory Board authorized
the conclusion of a settlement agreement with Lagardère Group
to purchase its 20% interest in Canal+ France for an amount of
1,020 million euros and to settle all current disputes between Vivendi
and Lagardère – or that may arise – related to the interest sold.
As of November 5, 2013, Canal+ Group SA acquired 20% Lagardère
Group interest in Canal+ France; financed by Vivendi SA through an
advance on current account.
Acquisition by Vivendi SA of 3.93% Minority Interest
in Elektrim Telekomunikacja held by SFR
Members of the Management Concerned:
Jean-François Dubos, Philippe Capron
and Pierre Rodocanachi
At its meeting of December 11, 2013, your Supervisory Board authorized
the acquisition by Vivendi SA of the 3.93% minority interest in Elektrim
Telekomunikacja, held by SFR as a result of its merger with the company
Vivendi Telecom International in December 2011.
As of December 31, 2013, this agreement was not implemented. Since
this investment was fully depreciated in the financial statements of SFR,
the purchase will be completed at the price of 1 euro.
■
■
Agreements and Commitments not Previously
Approved
Pursuant to Articles L.225-90 and L.823-12 of the Commercial Code, we
inform you that the following agreement has not been subject to prior
authorization from your Supervisory Board.
It is our responsibility to report to you the reasons why the authorization
procedure was not followed.
This is a free translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
