SFIL Annual financial report 2018
Shareholders’ Meeting of may 29, 2019 I 5 135 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 Terms and conditions: This agreement was authorized by the Board of Directors in January 31, 2013. The financial impacts of this agreement and its amendments in respect of fiscal year 2018 are described in C. 1. Amendment of August 8, 2013 Persons concerned: Mrs. Delphine de Chaisemartin, director of SFIL (until March 29, 2018) and of the JV LBP Collectivités Locales. 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: The assignment of receivables agreement was signed in January 31, 2013. Pursuant to the agreement, several points still needed to be clarified which was the purpose of the amendment signed in August 8, 2013. The points covered by the amendment are: • making the JV LBP, CDC a party to this agreement; • adding a new exception to the principle of exclusivity of the assignment of eligible loans concerning the loans proposed as part of the marketing of the programs of the BEI; • appointing a calculation agent (SFIL); • adding to the appendices the following documents: “assignment of receivables form”, “selection criteria for new loans by CAFFIL”, “CAFFIL loan granting decision-making process” and “terms and conditions for calculating the assignment price.” Terms and conditions: This amendment was authorized by the Board of Directors in June 6, 2013. The financial impacts of this agreement and its amendments in respect of fiscal year 2018 are described in C. 2. Amendment of December 20, 2013 Persons concerned: Mr. Philippe Mills, Chairman and CEO of SFIL and Chairman of the Supervisory Board of CAFFIL. Mr. Rémy Weber, Chairman of the Management Board of LBP and director of SFIL until March 24, 2016. Mrs. Delphine de Chaisemartin, director of SFIL (until March 29, 2018) and of the JV LBP Collectivités Locales. Nature and purpose: This amendment was signed in December 20, 2013. The agreement governs the terms and conditions in which CAFFIL buys loans originated/marketed by La Banque Postale. The amendment, which contains technical adjustments, does not impact the form or the type of agreement but includes the new loans made available to its clients by LBP and adjusts the terms and conditions for calculating the assignment price. Terms and conditions: This amendment was authorized by the Board of Directors in December 5, 2013. The financial impacts of this agreement and its amendments in respect of fiscal year 2018 are described in C. 3. Amendment of November 23, 2016 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. Mrs. Delphine de Chaisemartin, director of SFIL (until March 29, 2018) and of the JV LBP Collectivités Locales. Nature and purpose: The assignment of receivables agreement was signed in January 31, 2013. Given the market changes and the experience acquired since 2013, the following modifications have been made to the agreement by a new amendment signed in Novem- ber 23, 2016: • Modification of the terms and conditions for sharing the margin between SFIL/CAFFIL and LBP (67%/33%) • Continuation of the agreement until 2021 • Removal of the clause binding LBP not to transfer a certain number of low-margin loans • Agreement in principle to accelerate asset acquisitions. Terms and conditions: This amendment was authorized by the Board of Directors in September 8, 2016. The financial impacts of this agreement and its amendments in respect of fiscal year 2018 are described in C. E. LBP-SFIL services agreement Persons concerned: Mr. Philippe Wahl, Chairman of the Management Board of LBP and director of SFIL, until December 5, 2013.
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