368
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
Assistance Agreement between Vivendi SA and SFR
Members of the Management Concerned:
Jean-François Dubos, Philippe Capron, Jean-Yves Charlier
and Pierre Rodocanachi
Your Company had entered in 2003, with its subsidiary SFR,
into a support agreement for a five years period. In return, from
January 1, 2006, SFR paid your Company an annual lump sum of
6 million euros 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 paid your Company an
amount corresponding to 0.2% of its consolidated revenue (excluding
Maroc Telecom figures and revenue from equipment sales).
On December 20, 2013, this agreement was subject to an amendment
effective from January 1, 2013, under which the amount of services
provided by Vivendi is now charged to SFR based on 0.1% of the
consolidated revenue of SFR (excluding Maroc Telecom and revenue
from equipment sales) against 0.2% formerly.
Following an omission, the amendment to this agreement was
authorized subsequently to the implementation by your Supervisory
Board on February 21, 2014.
The accrued revenue recorded in the Financial Statements at
31 December 2013 by your Company for such services amounted to
9.6 million euros excluding taxes.
Agreements and Commitments Already Approved by the Annual Shareholders’ Meeting
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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.
Treasury Agreement between Vivendi SA
and Activision Blizzard Inc.
Members of the Management concerned:
Jean-François Dubos and Philippe Capron
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 turned the original contract into a cash pooling
agreement for each currency used at Activision Blizzard Inc. level.
Activision Blizzard Inc. was lending its foreign currencies to Vivendi SA
in exchange of an equivalent amount in euros. At the end of each week
the balance was nil which avoided any counterparty risk.
Following the sale by Vivendi SA of 53.8% interest in Activision Blizzard,
the agreement was terminated on October 31, 2013. During the financial
year ended December 31, 2013, the management fees received by your
Company amounted to 156,250 euros.
Granting by your Company of a 1.5 Billion Euros Loan to SFR
Members of the Management concerned:
Jean-François Dubos, Philippe Capron
and Pierre Rodocanachi
At its meeting of June 14, 2009, your Supervisory Board authorized your
Management Board to grant a 1.5 billion euros revolving facility to SFR
with a four years maturity, refundable at the end with a EURIBOR plus
2.5% rate.
As at December 31, 2013, the total amount of interests received by
your Company is 17 million euros. This loan was repaid by SFR before
maturity on June 6, 2013.
Agreement on the Additional Retirement Benefits
Members of the Management Concerned:
Jean-François Dubos, Jean-Yves Charlier (Member
of the Management Board since January 1, 2014),
Arnaud de Puyfontaine (Member of the Management
Board since January 1, 2014)
Your Supervisory Board authorized the implementation of an additional
pension plan for senior executives, including the actual members of
the Management Board holding an employment contract with your
Company. The Chairman of the Management Board, whose employment
contract has been suspended, takes advantage of this additional
pension plan.
The main terms and conditions of the additional pension plan are as
follows: a minimum of three years in office, progressive acquisition of
rights according to seniority (over a period of twenty years); a reference
salary for the calculation of the pension equal to the average of the last
three years; dual upper limit; reference salary capped at 60 times the
social security limit, acquisition of rights limited to 30% of the reference
salary; application of the Fillon Act (rights maintained in the event of
retirement at the initiative of the employer after the age of 55); and
payment of 60% in the event of the beneficiary’s death. The benefits
are lost in the event of a departure from the Company, for any reason,
before the age of 55.
Following his resignation, Mr. Philippe Capron lost the benefit of the
additional pension plan. The provision recorded in the 2013 Financial
Statements for the additional retirement benefits of the Chairman of the
Management Board amounts to 249 thousand euros.
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Agreements and Commitments approved in Prior
Years without Effect during the Year
In addition, we have been informed of the following agreement
previously approved by the Annual Shareholders’ Meeting, which
had no impact during the closed financial period and terminated on
December 31, 2013.
