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Shareholders’ Meeting
Statutory Auditors' special reports
respect of performance criteria:
●
Agreements and commitments already
approved by the Shareholders’ meeting
a year is only taken into account in determining the amount of
●
the pension if the performance conditions for that year are
attained,
A. Agreements and commitments authorized in
the Board of Directors determines the applicable performance
●
previous years and having continuing effect
conditions each year corresponding, subject to exception, to at
during the year
least 80% satisfaction of quantitative performance conditions
triggering the payment of annual variable remuneration,
In accordance with Article
R.
225-30 of the French commercial code,
at the end of each year, the Board of Directors verifies the
●
we have been informed that the following agreements and
attainment of performance conditions during the prior year.
commitments, authorized in previous years by Shareholders’ Meeting,
Failing this, the year is not taken into account in determining the have had continuing effect during the year.
pension,
Investment agreement and shareholders’ agreement
furthermore, the grant of an additional pension requires the
●
with Colony Capital Acquisitions LLC
validation of at least two-thirds of years with respect to
Person concerned
performance conditions throughout the individual’s presence
Thomas J. Barrack, Company director and Managing director of Colony
with the Group.
Capital LLC, the management company of Colony Capital Acquisitions
Reasons justifying that the commitment is in the
LLC.
Company’s interest:
Nature and purpose
The Board of Directors considers that:
At its meeting on January 15, 2014, your Board of Directors authorized
the amendments to the supplementary defined benefit pension
●
the signing of an investment agreement with, notably, Colony Capital
plan simplify the terms of determining the additional pension
Acquisitions LLC.
without increasing the financial commitments recognized by the
Company in respect of Mr. Georges Plassat’s additional pension;
Terms and conditions
application of the amended pension plan to Messrs.
Jérôme Bédier
●
This agreement defines the terms and conditions of the transfer of
and Pierre
Jean Sivignon is in the interests of the Company as it
Carrefour assets and the terms and conditions of investments by
requires them to complete their career with the Company in order to Carrefour and other investors, including Colony Capital Acquisitions
be eligible. These changes do not create any additional rights for
LLC, in a new company, Carmila; this agreement also included a
these individuals.
shareholders’ agreement.
Amendment to the employment contract of
Following the signature of the final agreement between the parties on
Mr Jérôme Bédier, Deputy Chief Executive Officer, in
January
24, 2014, Carmila, dedicated to enhancing the value of the
respect of his fixed annual remuneration
shopping malls adjacent to Carrefour hypermarkets in France, Spain
Person concerned
and Italy became the owner of a portfolio of 171 shopping malls.
Mr.
Jérôme Bédier, Deputy Chief Executive Officer.
The shareholders’ agreement was signed on April 16, 2014.
Nature and purpose
Syndicated loans with a syndicate of banks including
BNP Paribas
On June
11, 2015, your Board of Directors authorized an increase in
the gross fixed annual remuneration of Mr.
Jérôme Bédier.
Person concerned
Terms and conditions
Jean-Laurent Bonnafé, Company director and director and CEO of BNP
Paribas.
A draft amendment to his employment contract in respect of his duties
as General Secretary of the Group, was prepared increasing his gross
Nature and purpose
fixed annual remuneration by 50,000
euros.
At its meetings on July
30 and October
15, 2014, your Board of
Reasons justifying that the agreement is in the
Directors authorized the signing of an amendment to a syndicated loan
dated April 4, 2012 and a new agreement to replace agreements dated
Company’s interest
July
23, 2010 and November
21, 2011, with a syndicate of banks
Your Board of Directors considered that the salary increase was
including BNP Paribas.
justified by the quality of services rendered by Mr.
Jérôme Bédier in
respect of his duties as General Secretary and the conformity of his
Terms and conditions
remuneration with market practice.
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 Agreement), as
modified, now provides for a revolving line of credit of 1,400 million
euros. The term of the agreement is 7
years (expiry April 2019).
Interest payable on amounts drawn is calculated at EURIBOR plus an
initial margin of 0.30%. This initial margin of 0.30% is adjusted
according to a credit margin grid based on the long-term credit rating
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