SFIL Annual financial report 2018

Management report I 1 43 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 1. Statutory Auditors’ terms of office As the terms of office as principal and alternate Statutory Auditors of Deloitte & Associés and BEAS, respectively, expire at the Shareholders’ Meeting of May 29, 2019, the Shareholders’ Meeting is asked to: •  renew the term of office of Deloitte & Associés as princi‑ pal Statutory Auditor for a period of six fiscal years, i.e. until the Ordinary Shareholders’ Meeting called to approve the financial statements for the fiscal year ending Decem‑ ber 31, 2024; •  release itself from the alternate Statutory Auditor obli‑ gation, in accordance with the option offered by article L.823-1 of the French Commercial Code, by not reappoint‑ ing BEAS as alternate Statutory Auditor. 2. Capital increase reserved for employees In accordance with the provisions of article L.225-129-6 of the French Commercial Code, every three years all compa‑ nies are required to call an extraordinary general meeting to propose that shareholders adopt a resolution to carry out a capital increase reserved for the employees of the company and any related company if the staff hold less than 3% of the respective company’s share capital. Consequently, to satisfy these legal obligations it will be proposed, through draft resolutions submitted to the Share‑ holders’ Meeting, to delegate to the Board of Directors, for a period of 26 months, the authority to increase the share capital in one or more tranches of a maximum amount of EUR 100,000, by issuing new ordinary shares of the Com‑ pany, at par, conferring on their holders the same rights as the existing ordinary shares, and reserved for employees of the Company and any related company. All powers would be granted to the Board of Directors to implement the del‑ egation of authority presented above. Since SFIL’s employees benefit from other employee sav‑ ings schemes, the shareholders will be invited by the Board, after reading the report presented by the Statutory Audi‑ tors, to reject the resolutions relating to this proposed cap‑ ital increase. 3. Amendments to the by-laws Amendment to article 3 of the by-laws relating to the expansion of the corporate purpose In connection with the plan to extend the benefit of SFIL’s export credit refinancing system to loans covered by guar‑ antees for projects of strategic interest for the French econ‑ omy, it will be proposed to the Extraordinary Shareholders’ Meeting to amend article 3 “Corporate purpose” of the by-laws to take account of this broadening of the Compa‑ ny’s scope of activity. Amendment to article 15 of the by-laws relating to the rep- resentation of the employee representative body at Board meetings In connection with the French labor law reform, order no. 2017-1386 of September 22, 2017 requires the establishment of a social and economic committee, or CSE. The CSE is a new employee representative body created to replace the works council (CE), employee representatives (DP) and the health, safety and working conditions committee (CHSCT), which must be done by January 1, 2020. SFIL will put in place its CSE at the same time as the elec‑ tion of employee representatives (scheduled for November 2019). This will require an amendment to SFIL's by-laws to provide for the Social and Economic Committee's rep‑ resentation on the Board of Directors, which will come into force after the said election, i.e. on Tuesday, December 31, 2019. Pursuant to the provisions of article L.2312‑74 of the French Labor Code ( Code du travail ) applicable to SFIL, the Social and Economic Committee will be represented on the Board of Directors by the Committee's secretary or any body to which that function is delegated. Accordingly, the Extraordinary Shareholders' Meeting will be asked to amend article 15 of the by-laws with effect from December 31, 2019, in order to allow the representa‑ tion of the Social and Economic Committee on the Board of Directors. * * * It should be noted that since the beginning of the year, the Company has pursued its activity in a normal fashion. Then, no significant event that influences the Company’s financial situation has occurred between the closing date and the Management report date. Additional information