SFIL Annual financial report 2018

Shareholders’ Meeting of may 29, 2019 I 5 141 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 Fifteenth resolution: non-renewal of mandate of an Alternate Auditor The Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for ordi- nary shareholders’ meetings and having been informed of the Board of Directors’ report, notes that the term of office of BEAS as an Alternate Auditor comes to an end, and resolves , as consequence of the provisions of article L.823-1 of the Code of Commerce which no longer requires that an Alternate Auditor be named, not to renew the mandate of BEAS as an Alternate Auditor. To the Extraordinary Shareholders’ meeting Sixteenth resolution: change to article 3 of the by-laws relating to the expansion of the corporate purpose The Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for extraordinary shareholders’ meetings, after hearing the report of the Board of Directors, resolves to change article 3 of the by-laws by replacing the following paragraph: –– “in connection with lending transactions to the local public sector in France and export credit refinancing transactions.” with the paragraph below: –– “in connection with lending transactions to the local public sector in France and, more generally, any transaction that may benefit from a public guarantee.” Seventeenth resolution: change to article 15 of the by-laws relating to the representation of the employee representative body at Board meetings The Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for extraordinary shareholders’ meetings, after hearing the report of the Board of Directors, resolves to change article 15 of the by-laws by replacing the following paragraph: –– “The representation of the Company’s Works Council at meetings of the Board of Directors shall take place in accord- ance with the provisions of article L.2323-64 of the French Labor Code ( Code du travail ).” with the paragraph below: –– “In accordance with the applicable legal provisions, the secretary of the Company’s Social and Economic Committee attends meetings of the Board of Directors in an advisory capacity.” This change to article 15 will enter into force in December 31, 2019. Eighteenth resolution: proposed delegation of authority for a capital increase reserved for employees The Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for extraordinary shareholders’ meetings, after hearing the report of the Board of Directors and the statutory auditors’ report, resolves , in order to comply with the legal obligations arising from paragraph 2 of article L.225-129-6 of the French Com- mercial Code ( Code de commerce ), to delegate its authority to the Board of Directors, for a period of 26 months, to: –– increase the capital, in cash, in favor of the Company’s employees, by a maximum nominal amount of one hundred thou- sand (100,000) euros through the issue at par of new ordinary shares in the Company, under the conditions referred to in article L.225-138-1 of the French Commercial Code and articles L.3332-18 to L.3332-24 of the French Labor Code ( Code du travail ); –– and consequently to grant all powers to the Board of Directors, in particular to set the terms and conditions of the trans- actions that will be carried out pursuant to this authorization, to determine the subscription price of the new ordinary shares, in accordance with the provisions of article L.3332-20 of the French Labor Code, to record the final completion of the capital increase, to make the corresponding amendment(s) to the by-laws, to take all necessary measures and to carry out all necessary acts and formalities. In accordance with the applicable legal provisions in force, the other terms of the transaction will be the subject of an addi- tional report by the Board of Directors and the statutory auditors. Nineteenth resolution: proposal to waive the pre-emptive subscription rights of shareholders in connection with the capital increase reserved for employees The Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for extraordinary shareholders’ meetings, having reviewed the Board of Directors’ report and the statutory auditors’ report, and as a result of the preceding resolution, resolves to waive, pursuant to the provisions of article L.225-138 of the French Commercial Code ( Code de commerce ), the shareholders’ pre-emptive right to subscribe for the ordinary shares that will