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2014 Registration Document
Comments on 2014 fiscal year
4
Parent company financial review
4.6.7
Auditors’ Special report
This is a free translation into English of the Statutory Auditors’ special reports on regulated agreements and commitments with third parties 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 the regulated agreements and commitments.
It is our duty to inform you, on the basis of the information provided to us, of the main features and terms and conditions of the agreements and
commitments of which we were notified or of which we became aware during the course of our assignment. We are not required to determine whether
they are useful or appropriate or whether other agreements and commitments exist. It is your responsibility, under the terms of Article R. 225-31 of
the French Commercial Code, to assess the benefits resulting from these agreements and commitments prior to their approval.
It is also our duty, where applicable, to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code in relation
to the implementation during the year, of the agreements and commitments already approved by the Shareholders’ Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France for such engagements.
These procedures consisted in verifying that the information provided to us was consistent with the source documents from which it was taken.
AGREEMENTS AND COMMITMENTS SUBJECT
TO THE APPROVAL OF THE SHAREHOLDERS’
MEETING
◗
Agreements and commitments authorized during
the past year
In accordance with Article R. 225-40 of the French Commercial Code,
we have been informed that the following agreements and commitments
had received prior approval by the Board of Directors:
◗
Syndicated loans with a syndicate of banks of which BNP
Paribas is a member
◗
Person concerned:
Jean-Laurent Bonnafé, company director and director-general manager
of BNP Paribas.
◗
Nature and purpose:
At its meetings on July 30 and October 15, 2014, your Board of Directors
authorized the signing of an amendment to syndicated loan dated
April 4, 2012 and a new agreement as a replacement for agreements
dated July 23, 2010 and November 21, 2011, with a syndicate of banks
of which BNP Paribas is a member.
◗
Terms and conditions:
◗
1
st
contract (Revolving Facility Agreement) signed on
April 4, 2012 modified by an amendment dated July 31, 2014
The syndicated loan agreement (Revolving Facility Agreements), as
modified, provides now a revolving line of credit in the amount of
1,400 million euros. The term of the agreement is 7 years (termination
date April 2019).
The interests due on the amounts used are calculated based on
EURIBOR plus an initial margin of 0.30%. The initial margin of 0.30%
is adjusted on the basis of a credit margin grid depending on the long
term credit rating of the Company. In addition to interests, a utilization
fee is charged based on the portion of the loan used.
If the line of credit is not used, Carrefour must pay a non-utilization fee
equal to 35% of the margin (35% of the margin of 0.30% adjusted, if
applicable, on the basis of the credit margin grid).
At December 31, 2014, the Company had not drawn on this line of credit.
◗
2
st
contract (Revolving Facility Agreement)
signed on January 22, 2015
The two syndicated loan agreements (Revolving Facility Agreements)
signed on July 23, 2010 and November 21, 2011, respectively in the
amounts of 1,591million euros and 1,458million euros (both unused), have
been canceled in January 2015 and replaced by a new syndicated loan
agreement (Revolving Facility Agreement) in the amount of 2,500 million
euros, combined with a security line of credit (Swingline) in the amount
of 1 billion euros. The term of this Revolving Facility Agreement is 5 years
(termination date January 2020) with a double one-year extension option.
The interests due on the amounts used are calculated based on
EURIBOR plus an initial margin of 0.275% for the revolving loan and
based on EONIA plus an initial margin of 0.275% and mandatory costs
for the swingline loan. The initial margin of 0.275% is adjusted on the
basis of a credit margin grid depending on the long term credit rating of
the Company. In addition to interests, a utilization fee is charged based
on the portion of the loan used (fee representing from 0.10% to 0.40%
of the portion of the loan used).
If the line of credit is not used, Carrefour must pay a non-utilization fee
equal to 35% of the margin (35% of the margin of 0.275% adjusted, if
applicable, on the basis of the credit margin grid).