GECINA - REFERENCE DOCUMENT 2017

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BOARD OF DIRECTORS’ REPORT ON CORPORATE GOVERNANCE Governance

It is the duty of the Board of Directors to check that these performance-related criteria are satisfied, with the understanding that the Board of Directors may take into account exceptional events that occurred during the year. The prior authorization of the Board of Directors was based on the fact that this agreement was in the company’s interests. This agreement was approved by the Shareholders’ General Meeting of April 26, 2017. Agreement entered into in connection with the proposed acquisition by Gecina of shares and securities giving access to the share capital of Eurosic The Board of Directors on June 20, 2017, authorized the conclusion of three agreements in connection with the proposed acquisition by Gecina of shares and securities giving access to the share capital of Eurosic (the “Transaction”). The prior authorization of the Board of Directors was given on the basis that these agreements were in the company’s interests, particularly with regard to the expected positive impact of the completion of the Transaction, and more generally with regard to the strategic interest that these agreements represented for Gecina. Mr. Jean-Jacques Duchamp, Predica's permanent representative, did not take part in the vote regarding theses agreements. 1. Agreement to purchase Eurosic securities from Predica Under the terms of the agreement entered into on June 20, 2017, Gecina acquired in cash from Predica, Pacifica, Spirica and La Médicale de France (together, “Predica”) (i) 7,940,230 shares of the 9,040,037 Eurosic shares held by Predica, and (ii) all subordinated bonds redeemable in shares issued by Eurosic in June 2015 (“OSRA 2015”) held by Predica, i.e . 1,958,041 OSRA 2015. The purchase price per Eurosic share and per OSRA 2015 (ex-coupon) was €51. The acquisition of the aforementioned shares took place on August 29, 2017, and this agreement ended on the same date. 2. Contribution commitment entered into between Predica and Gecina Concomitantly to the conclusion of the agreement to purchase the aforementioned securities, Predica and Gecina, on June 20, 2017, entered into a commitment to contribute the balance of the Eurosic shares that it held and that would not be sold to Gecina under the aforementioned securities purchase agreement, i.e . 1,099,807 Eurosic shares, to the exchange portion of the public offer initiated by Gecina on August 30, 2017 of the outstanding Eurosic securities (the “Public Offer”). This Public Offer comprised a portion in cash (public offer of purchase) on the basis of a price per Eurosic share (2017 coupon attached) or OSRA of €51 (interest coupon attached for OSRA 2015 and, for OSRA 2016, coupon paid on September 26, 2017 to holders of OSRA 2016, ex-coupon) and a share exchange portion (public offer of exchange) based on 64 company shares (2017 coupon attached) for 23 Eurosic shares (2017 coupon attached) or OSRA (interest coupon attached for OSRA 2015 and, for

OSRA 2016, coupon paid on September 26, 2017 to holders of OSRA 2016, ex-coupon). In accordance with its commitment, Predica contributed 1,099,648 Eurosic shares to the exchange portion of the Public Offer and 159 Eurosic shares to the cash portion of the Public Offer, on September 18, 2017, i.e . all shares that it still held in Eurosic, and this agreement ended on the date of settlement-delivery of the Public Offer, October 19, 2017. 3. Memorandum of understanding between Gecina and Eurosic A memorandum of understanding was entered into between Gecina and Eurosic on June 20, 2017 (the “Memorandum of Understanding”), with a view to formalizing the terms and conditions of the cooperation between both companies and, in particular: the main terms and conditions of the Public Offer; ■ Eurosic’s commitment to collaborate with the company ■ particularly with respect to (i) relations with the French Competition Authority, (ii) the management of change of control clauses or clauses conferring rights to co-contractors or company creditors contained in some contracts entered into by Eurosic and/or its subsidiaries and that may be triggered or applied by the Transaction, (iii) relations with the independent expert, (iv) relations with the AMF, and (v) the preparation of documents related to the Public Offer. Predica is a Director and shareholder of Gecina, holding more than 10% of the voting rights of Gecina. It was, at the time of signature of this agreement, also a Director and shareholder of Eurosic, holding more than 10% of the voting rights of Eurosic. These three agreements will be submitted to the next Shareholders’ General Meeting for approval, in line with the procedure for related-party agreements. Assistance and advisory services contract - engagement letter, entered into with Ms. Dominique Dudan, independent Director of Gecina The Board of Directors, on October 19, 2017, authorized the conclusion of an assistance and advisory services contract - engagement letter, with Ms. Dominique Dudan, independent Director of the company, under the terms of which a specific support role is assigned thereto, as part of the process to sell the company’s hotel portfolio. The extensive professional experience of Ms. Dominique Dudan in the hotel sector, in addition to her vast knowledge of the market, explain the company’s decision to assign such a role to her. This role, with a one-year term, notably includes the provision of advice and assistance in the selection of external stakeholders ( e.g. technical and legal service providers) and a review of the market approach methodology and associated marketing documentation. The compensation paid to Ms. Dominique Dudan in respect of this role is set on the basis of a fixed sum of €40,000 excl. VAT. The engagement letter was signed on December 7, 2017 and will be submitted to the next Shareholders’ General Meeting for approval, in line with the procedure for related-party agreements. Ms. Dominique Dudan did not take part in the vote regarding this agreement.

158 GECINA - REFERENCE DOCUMENT 2017

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