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Statutory Auditors’ Report on Related Party Agreements and Commitments
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
7. Statutory Auditors’ Report on Related Party Agreements and Commitments
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.
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.
Counter-guarantee related
to Maroc Telecom between Vivendi and SFR
Members of the Management concerned: Hervé Philippe,
Pierre Rodocanachi and Stéphane Roussel
At its meeting of November 14, 2014, your Supervisory Board authorized
your Management Board to enable Vivendi to counter-guarantee SFR for
guarantees granted jointly by SFR and Vivendi to Etisalat as part of the
disposal of Maroc Telecom. This commitment is capped at the selling
price of Maroc Telecom (€4,187 million) and will expire on May 14, 2018.
■
■
Agreements and commitments authorized
subsequently to the closing of the financial statements
We have been advised of the following related party agreements and
commitments, implemented subsequently to the closing of the financial
statements, which received prior authorization from your Supervisory
Board.
Offers of Altice and Numericable-SFR
to purchase the 20% stake in Numericable-SFR
Persons concerned: Vivendi, Compagnie Financière
du 42 avenue de Friedland represented by Stéphane Roussel
At its meeting of February 27, 2015, your Supervisory Board, after
having examined offers terms from Altice and from Numericable-SFR to
purchase 20% stake in Numericable-SFR held by Vivendi, authorized the
Management Board to accept them with the following conditions:
p
p
share repurchase agreement by Numericable-SFR of 10% of its
own shares at a price of 40 euros per share, or €1,948 million in the
aggregate. The cash payment would occur five working days after
the Numericable-SFR Shareholders’ Meeting subject to the approval
of (i) the Share Repurchase Program and (ii) the authorization given to
the Board to ratify the Share repurchase agreement;
p
p
share purchase agreement with Altice France SA of 10% stake in
Numericable-SFR at a price of 40 euros per share or €1,948 million in
the aggregate. The payment would occur no later than April 7, 2016
with a possibility of advance payment of the full amount and a first
demand bank guarantee has been issued.
The Share repurchase agreement and the Share purchase agreement
have been signed on February 27, 2015, respectively with Numericable-
SFR and with Altice France SA.
Conditional severance payment to the Chairman
of the Management Board upon termination
of employment at the initiative of the Company
Member of the Management concerned:
Arnaud de Puyfontaine
At its meeting of February 27, 2015, your Supervisory Board, after noting
that Mr. Arnaud de Puyfontaine no longer benefited from his employment
contract which was waived following his appointment as Chairman of the
Management Board on June 24, 2014, or any possibility of compensation
in the event of its termination at the initiative of the Company decided,
upon the recommendation of the Corporate Governance, Nominations and
Remuneration Committee and in accordance with the provisions of Article
L.225-90-1 of the French Commercial Code (
Code de Commerce
), that in
the event of the termination of his employment at the initiative of the
Company, he would be entitled, except in the case of gross negligence,
to compensation, subject to performance conditions.
This severance compensation would be capped at a gross amount
equal to eighteen months of target compensation (based on the amount
of his last fixed compensation and his latest annual bonus earned over
a full year).
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Annual Report 2014