SFIL Annual financial report 2018

Shareholders’ Meeting of may 29, 2019 I 5 133 Annual Financial Report 2018 SFIL Management report Report on corporate governance Consolidated financial statements in accordance with IFRS Annual financial statements in accordance with French GAAP Shareholders’ Meeting of May 29, 2019 General information Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2019 Statutory Auditors’ special report on regulated agreements and commitments Shareholders’ Meeting called to approve the financial statements for the year ended December 31, 2018 This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English-speaking readers. This report on regulated agreements and commitments should be read in conjunction, and construed in accord- ance with, French law and professional auditing standards applicable in France. It should be understood that the agree- ments reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. To the Shareholders’ Meeting of SFIL, In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such commitments and agreements are in the Company’s inter- est, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to article R.225-31 of the French Commercial Code ( Code de Commerce ), to assess the interest involved in respect of the conclusion of these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in article R.225-31 of the French Commercial Code relating to the implementation during the past year of agreements and commitments previously approved by the Shareholders’ Meeting, if any. We performed the procedures that we considered necessary with regard to the professional guidelines of the French National Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux Comptes ) applicable to this engage- ment. These procedures consisted in agreeing the information provided to us with the relevant source documents. I. Agreements and commitments submitted to the approval of the shareholders’ meeting Pursuant to article L.225-40 of the French Commercial Code, we have been informed that the following agreements and commitments were previously authorized by your Board of Directors. A. Service agreement for the management of SFIL/LBP - LBP/CL medium and long-term loans Persons concerned: Mr. Serge Bayard, representing the interests of LBP, shareholder, Chairman of the Board of Directors of the Joint-Venture (JV) LBP Collectivités Locales and director of SFIL. Mr. Schwan Badirou Gafari, representing the French State, director of SFIL and the State, being a member of the LBP Super- visory Board. Nature, purpose and reasons justifying that the agreement is in the Company’s interest: This new agreement takes into account the changes in practices and contractual relations between the parties. This agreement replaces the one signed on January 31, 2013, as well as the amendments signed on August 8, 2013, July 12, 2017 and October 31, 2017. The term of this agreement is December 21, 2021. Terms and conditions: This agreement was signed on April 10, 2018, following the Board of Directors’ meeting on March 29, 2018. For fiscal year 2018, the financial impact of the agreement is income of EUR 3.5 billion.