GECINA - REFERENCE DOCUMENT 2017

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ADDITIONAL INFORMATION Statutory Auditors

Agreement with Christophe Clamageran, following the termination of his duties as CEO of the Company Executive concerned: Christophe Clamageran At its meeting on October 4, 2011, the Board of Directors authorized an agreement with Christophe Clamageran, following the termination of his duties as CEO of the Company. The agreement continued to be effective in 2017 with respect to the following matter: the right of Christophe Clamageran to retain the stock ■ options awarded to him by the Board of Directors at its meetings on March 22, 2010 and December 9, 2010 in view of the decision of the Board of Directors to waive the rule requiring leavers to cease all participation in stock-based incentive plans. No changes were made to any other plan rules. The agreement was approved by the General Meeting of April 17, 2012. It expired on December 12, 2017 as Christophe Clamageran had exercised all the stock options at this date. AGREEMENTS AND COMMITMENTS APPROVED DURING THE YEAR We were informed that the following agreements and commitments, already approved by the General Meeting of April 26, 2017 further to the Statutory Auditors’ special report of February 23, 2017, were performed during the year. Agreement defining the conditions of the severance pay due to Méka Brunel in the event of the termination of her At its meeting on January 6, 2017, the Board of Directors defined the conditions of the severance pay due to Méka Brunel in the event of the termination of her duties as CEO of the Company. These conditions can be summarized as follows: in the event of the termination of her duties as CEO ■ following a forced departure, Méka Brunel will receive severance pay, the maximum amount of which will be calculated as follows: seniority of between one and two years: severance pay ■ corresponding to a maximum of 100% of the gross total compensation (fixed and variable) payable for the preceding calendar year with respect to her duties as CEO; seniority of more than two years: severance pay ■ corresponding to a maximum of 200% of the gross total compensation (fixed and variable) payable for the preceding calendar year with respect to her duties as CEO. duties as CEO of the Company Executive concerned: Méka Brunel

the commitment undertaken by Eurosic to work with the ■ Company, in particular in (i) dealings with the French competition authorities; (ii) the management of clauses in certain agreements entered into by Eurosic and/or its subsidiaries relating to a change of control or conferring rights on co-contracting parties or creditors of the Company and which may be exercised under or triggered by the Transaction; (iii) dealings with the independent property appraiser; (iv) dealings with the French financial markets authority (Autorité des marchés financiers – AMF); and (v) the preparation of documents relating to the Public Offer. In accordance with the related-party agreements procedure, the three above-mentioned agreements will be submitted for the approval of the next General Meeting. Assistance and consulting agreement with Dominique Dudan, independent director of Gecina Director concerned: Dominique Dudan At its meeting on October 19, 2017, the Board of Directors authorized an assistance and consulting agreement with Dominique Dudan, an independent director of the Company. Under the terms of this agreement, Dominique Dudan will support the Company in the sale of its hotel portfolio. The Company has entrusted Dominique Dudan with this assignment in view of her substantial professional experience in the hotel sector and her extensive knowledge of the hotel market. As part of her one-year assignment, Dominique Dudan will assist and advise the Company on the choice of external stakeholders (technical service providers, legal professionals, etc.) and the review of the market approach methodology and related marketing documentation. Compensation will be paid to Dominique Dudan with respect to the assignment in a fixed amount of €40,000 excluding tax. The engagement letter was signed on December 7, 2017 and will be submitted for the approval of the next General Meeting, in accordance with the related-party agreements procedure. AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING Agreements and commitments approved in previous years In accordance with article R.225-30 of the French Commercial Code, we were informed that the following agreements and commitments, approved by the General Meeting in previous years, remained in force during the year ended December 31, 2017. These agreements and commitments were re-examined by the Board of Directors at its meeting on February 23, 2017.

314 GECINA - REFERENCE DOCUMENT 2017

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