ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

9 Statutory
ANNUAL GENERAL MEETING
Auditors’ Special Report on Regulated Agreements and Commitments with Third Parties
This agreement has been renewed by your Supervisory Board at its meeting of 5 May 2011 at the same time of the reappointment
of John Searle as Chairman of the Board.
Terms and conditions:
This commitment had no impact in 2011.
AGREEMENTS AND COMMITMENTS AUTHORIZED IN PRIOR YEARS BY THE ANNUAL GENERAL
MEETING AND HAVING CONTINUING EFFECT DURING THE YEAR
In addition, pursuant to article R. 225-57 of the French Commercial Code (Code de Commerce), we have been informed that
the following agreements and commitments, approved by the Annual General Meeting in prior years, have had continuing effect
during the year.
1. Term and Revolving Facilities Agreement
Executives concerned:
John Searle, Chairman of the Management Board of Saft Groupe SA and also:
� Chairman of the Board of Directors of Saft SAS (previously Saft SA), which is wholly-owned by Saft Acquisition SAS, which in turn
is indirectly controlled by Saft Groupe SA;
� Managing Director of Saft Finance Sarl, wholly-owned by Saft Groupe SA;
� Member of the Board of Saft America Inc.;
� Chairman of Saft Ltd;
� Chairman of the Board of Tadiran Batteries Ltd.
Thomas Alcide, member of the Management Board of Saft Groupe SA and Chairman and CEO of Saft America Inc. and Saft
Federal Systems Inc.
Bruno Dathis, member of the Management Board of Saft Groupe SA and Managing Director of Saft Finance Sarl, wholly-owned
by Saft Groupe SA
Type of agreement and purpose:
The “Term and Revolving Facilities Agreement” dated 13 June 2005 to fi nance the Group’s working capital and investments has
been repaid and refi nanced on 3 July 2009.
The Supervisory Board authorized the signature of the “Term and Revolving Facilities Agreement” at its meeting of 30 June 2009.
Terms and conditions:
The credit facilities covered by the agreement include (i) non-renewable loans representing a maximum of €150 million (“Facility A”)
and US$240 million (“Facility B”) respectively; and (ii) a Revolving Multicurrency Facility representing a maximum of €33,5 million.
Under the credit agreement, each borrowing company listed as “Revolving Facility Borrowers” undertook to honor, at the lender’s
request, the commitments of any other borrowing company party to the agreement in the event of default. The credit agreement also
states that each underwriting company’s commitment (“Original Obligor”) is subject to the limits described in the credit agreement.
2. Management Services Agreement (MSA)
Type of agreement and purpose:
At its meeting of 29 June 2005, the Supervisory Board decided that as the holding company of the Saft Group, Saft Groupe SA
should assist certain of the operating companies that it controls either directly or indirectly by providing them with management
services.
As a result, on 1 October 2005 the Company signed a Management Services Agreement for an initial period of 39 months expiring
on 31 December 2008. The agreement is subsequently automatically renewable on an annual basis unless terminated with six
months’ notice.
As consideration for the services provided by the Company, the operating subsidiaries concerned pay a quarterly fee representing
1.1% of their external revenue.
Terms and conditions:
In 2011, the Company billed €6,543,000 (excl. VAT) to the operating subsidiaries for services provided under the Management
Services Agreement.
The full amount of these fees had been paid by 31 December 2011.
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