(Special report of the Statutory Auditors on related party agreements and commitments falling within the scope of articles L.225-38 et seq. of the French Commercial Code)
The Annual General Meeting, in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, acknowledges the special report prepared by the Statutory Auditors on related party agreements and commitments falling within the scope of articles L.225-38 et seq. of the French Commercial Code.
Presentation of the resolution
As part of a company’s activities, agreements may occur directly or indirectly between it and one of its corporate officers, or another company with which it has common management, or a shareholder holding more than 10% of the share capital. In order to prevent potential conflicts of interest, these agreements are first given prior authorisation by the Board of Directors and must then be approved by the Shareholders’ Meeting after a hearing of the special report of the Statutory Auditors pursuant to articles L.225-38 et seq. of the French Commercial Code. This is the purpose of the fourth resolution. The agreements and commitments already approved by the General Meeting in previous years and whose execution is ongoing in 2014 are contained in the special report of the Statutory Auditors in the Registration document and annual financial report. Mr Baudouin Prot having asserted his retirement rights on 1 December 2014, the agreement authorised by the Board on 3 May 2011 and approved by the Annual General Meeting on 23 May 2012 was applied. Mr Baudouin Prot has therefore received the amount of € 150,000, equal to the retirement benefits due to him if, in order to comply with the Afep- Medef Code, he had not given up his employee status by accepting the role of non-executive Chairman. No new related-party agreement has been authorised by the Board of Directors in 2014.