SFIL Annual financial report 2018

5 I Shareholders’ Meeting of may 29, 2019 134 SFIL Annual Financial Report 2018 B. Memorandum of understanding relating to the SFIL/CDC loan agreement (amendment n°3) Persons concerned: Mrs. Virginie Fernandes, director of SFIL and representing CDC. Nature, purpose and reasons justifying that the agreement is in the Company’s interest: As a reminder, SFIL (borrower) and CDC (lender) signed a loan agreement in January 31, 2013, amended in May 28, 2014 and July 16, 2015. The objectives of this agreement are: • Determining by mutual agreement the margin calculation method used for the calculation of interest provided for in article 8.1(b) of the loan agreement for advances B, C, D, E, A2 and A3; •  Settling the amounts owed by SFIL to CDC for the relevant advances B, C, D, E from January 31, 2013 (included) to Janu- ary 31, 2018 (included) on the basis of the aforementioned method; • Applying this methodology from February 1, 2018, for the interest calculation of the current or future advances B, C, D, E, A2, and A3. Terms and conditions: This agreement was signed in April 6, 2018, following the Board of Directors’ meeting in March 29, 2018. For fiscal year 2018, SFIL’s debt under the agreement and its amendments amounted to EUR 1.1 billion and it paid interest of EUR 2.7 million. C. Amendment n°4 to the agreement on the assignment of receivables from LBP to CAFFIL, with SFIL as a party Persons concerned: Mr. Philippe Mills, CEO of SFIL and Chairman of the Supervisory Board of CAFFIL. 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. Mr. Gabriel Cumenge, director of SFIL appointed on a proposal by the French State. Nature, purpose and reasons justifying that the agreement is in the Company’s interest: The assignment of receivables agreement was signed in January 31, 2013. Given the market changes and the experience acquired since 2013, the following modifications were made to the agreement by a new amendment signed in December 10, 2018: • Modification of the method for sharing the margin and payment of the margin owed to LBP and clarification on the infor- mation to be communicated by LBP to CAFFIL upon assignment of eligible receivables to comply with the new AML/CTF regulatory requirements. Terms and conditions: This amendment was authorized by the Board of Directors in December 6, 2018 and signed in December 10, 2018. The nomi- nal amount of loans acquired in 2018 amounts to EUR 3.38 billion, commissions represent an expense of EUR 9.9 million and debt recorded is EUR 36 million due to the acceleration of the settlement of the expected margin between CAFFIL and LBP. II. Agreements and commitments previously approved by the Shareholders’ Meeting Agreements and commitments approved in prior years Pursuant to article R.225-30 of the French Commercial Code, we have been informed that the following agreements and commitments, previously approved by Shareholders’ Meetings of prior years, have remained in force during the year. D. Agreement to assign receivables from LBP to CAFFIL, with SFIL as party Persons concerned: Mr. Philippe Mills, Chairman and CEO of SFIL and Chairman of the Supervisory Board of CAFFIL. Mr. Philippe Wahl, Chairman of the Management Board of LBP and director of SFIL until December 5, 2013. Nature and purpose and reasons justifying that the agreement is in the Company’s interest: This agreement was signed in January 31, 2013 for a period of 5 years with a renewal option. LBP undertakes to propose that CAFFIL acquire all of the eligible receivables, as such are defined in the agreement, granted by LBP or the joint-venture created between LBP and la Caisse des dépôts et consignations (hereinafter “CDC”), in accord- ance with the provisions described in the agreement.