Incumbent statutory auditors
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Auréalys sarl, Aymeric Janet, 11 rue du Colisée – 75008 Paris – France – Paris trade and company register: 502 510 860
The company Auréalys was appointed at the combined general meeting on July 27, 2015 for six years through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2021.
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Ernst & Young et Autres, Jean-Philippe Bertin, 1 place des Saisons – 92400 Courbevoie – France – Nanterre trade and company register: 344 366 315
The company Ernst & Young et Autres was appointed as part of the collective decisions by the Company’s partners on January 13, 2006 for six years. At the general meeting on June 28, 2011, it was reappointed for a further six-year period through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2017.
Deputy statutory auditors
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Rossini Expertise Audit sarl, 1 rue Rossini – 75009 Paris – France – Paris trade and company register: 492 260 906
At the general meeting on July 27, 2015, the company Rossini Expertise Audit was appointed for six years through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2021.
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Auditex SA, Tour Ernst & Young – 11 allée de l’Arche – 92037 Paris-La-Défense cedex – France – Nanterre trade and company register: 377 652 938
The company Auditex was appointed as part of the collective decisions by the Company’s partners on January 13, 2006 for six years. At the general meeting on June 28, 2011, it was reappointed for a further six-year period through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2017.
Real estate appraisers
The Company has appointed Jones Lang LaSalle as an appraiser for valuing the Group’s real estate assets.
Jones Lang LaSalle, 40-42 rue de la Boétie – 75008 Paris – France, represented by Mr Gareth Sellars, is a recognised real estate industry expert and has all the capabilities required to carry out the valuations requested by the Company.
These valuations are in line with national industry standards from the French property valuation appraisal charter (Charte de l’expertise en évaluation immobilière) and have been prepared in accordance with the report drawn up by the working group on real estate appraisals for publicly traded companies chaired by Georges Barthes de Ruyter (COB Bulletin, February 2000). This appraisal is also in line with the TEGoVA European industry standards and the guidelines from The Royal Institution of Chartered Surveyors’ (RICS) Appraisal on Valuation Manual.
Statutory auditors’ special report on regulated agreements and commitments
Dear Shareholders,
In our capacity as your company’s statutory auditors, please find hereafter our report on regulated agreements and commitments.
We are required to report to you, based on the information provided, on the main terms and conditions of agreements and commitments that we have been informed of or that we have become aware of in connection with our audit, without making any judgment relative to their utility or legitimacy, or looking into the possible existence of any other agreements and commitments. It is your responsibility to evaluate the benefits of concluding such agreements and commitments with a view to their approval.
As relevant, it is also our responsibility to provide you with the information required under the article relating to the implementation during the past year of any agreements and commitments already approved by the general meeting.
We have performed the procedures that we have deemed necessary in view of the French national statutory auditors board (Compagnie nationale des commissaires aux comptes) professional standards for this mission. These standards require that we perform procedures to verify that the information given is consistent with the underlying documents.
Agreements and commitments submitted for approval at the general meeting
We have not been informed of any agreements or commitments during the past financial year to be submitted for approval by the general meeting as provided for under the article from the French commercial code.
Agreements and commitments already approved by the general meeting
Agreements and commitments approved in previous years
a) That remained in force during the past financial year
In accordance with Article R.225-30 of the French commercial code, we were advised of the following commitments and agreements, approved at general meetings during previous financial years, which remained in force during the past financial year.
With the company Officiis Properties Immobilien Management AG
People concerned
MM. Iosif Bakaleynik, Vladislav Osipov and Iakov Tesis, directors, and Pierre Essig, Chief Executive Officer and director of your company.
Nature and purpose
During its meeting on January 16, 2006, your Board of Directors approved an agreement entered into on January 18, 2006 with the company Officiis Properties Immobilien Management AG, under which the latter undertakes to carry out missions covering investment strategy advisory services, assistance for the implementation of investments and sales, the structuring of liabilities for investment operations and financial arrangements for your company in connection with its real estate business.
Conditions
Under this agreement, the quarterly fees for services provided by Officiis Properties Immobilien Management AG represent 0.025% of the market value of assets. For the year ended March 31, 2015, your company paid a total of €300,000 to Officiis Properties Immobilien Management AG under this agreement.
b) That did not remain in force during the past financial year
In addition, we were advised of the continuation of the following commitments and agreements that were approved at general meetings during previous financial years and were not implemented during the past financial year.
With Mr Pierre Essig, Chief Executive Officer and director of your company
Nature and purpose
Nature and purpose
During its meeting on May 17, 2011, your Board of Directors approved a unilateral preliminary sales agreement to be set up for all the capital of Officiis Properties Asset Management with Mr Pierre Essig under the conditions set out below.
Conditions
From June 1, 2011, Mr Pierre Essig can acquire all the capital of the company Officiis Properties Asset Management based on its net asset value in the following cases:
- Discontinuation of the asset management activity on behalf of your company and/or third parties;
- Your company no longer having 100% control of Officiis Properties Asset Management.
The net asset value of the company Officiis Properties Asset Management corresponds to its net book value plus the discounted value of future recurrent net income over the remaining term of any asset management agreements in force on the date when the option is exercised and 50% of any exceptional remuneration that would be paid subsequently to the company Officiis Properties Asset Management under such agreements.
Olivet and Paris-La-Défense, June 5, 2015
The Statutory Auditors
FCN |
ERNST & YOUNG et Autres |
Jean-Michel Rouzee |
Nathalie Cordebar |