6 - Vicat

1919.3.OPERATIONS WITH RELATED PARTIESRapport Spécial des commissaires aux comptes sur les conventions et engagements réglementés19.3. Statutory auditors’ report on regulated agreementsand commitmentsPursuant to article 28-1 paragraph 5 of the Regulations (EC)No. 809/2004 of the European Commission of April 29, 2004,special reports by the statutory auditors on regulated agreementsand commitments for the financial years ending onDecember 31, 2008 and December 31, 2007, which appearrespectively on page 132 of the Registration Document registeredwith the AMF on April 9, 2009 under number R.09-015,and page 126 of the Registration Document registered withthe AMF on April 29, 2008 under number R.08-043, are incorporatedby reference in this Registration Document.Year ended December 31, 2009To the shareholders,In our capacity as statutory auditors of yourCompany, we hereby present to you our report onthe regulated agreements and commitments.We are not required to ascertain whether any agreementsor commitments exist but to inform you, onthe basis of the information provided to us, of theterms and conditions of the agreements and commitmentsof which we were notified. It is not our roleto determine whether they are beneficial or appropriate.It is your responsibility, under the terms of articleR.225-31 of the French Commercial Code ("Code decommerce"), to evaluate the benefits arising fromthese agreements and commitments prior to theirapproval.Agreements and commitments entered into by theCompany in 2009We inform you that we have not been advised of anyagreements or commitments entered into in 2009and mentioned in article L.225-38 of the FrenchCommercial Code.Continuing agreements and commitments whichwere entered into in prior yearsMoreover, in accordance with the French CommercialCode, we have been informed of the following agreementsand commitments, which were approved duringprevious years and which were applicable duringthe period.• Undertakings relating to additional pensionbenefitsPurpose : Supplemental pension plan as defined inArticle 39 of the French General Tax Code (CGI).Terms and conditions : The undertakings with Cardifconcern the executive directors as well as managerswhose salary exceeds 4 times the ceiling of tranche A.We performed the procedures we considered necessaryin accordance with professional guidance issuedby the national institute of auditors (“Compagnienationale des commissaires aux comptes”), relatingto this engagement. Our work consisted in verifyingthat the information provided to us is in agreementwith the underlying documentation from which itwas extracted.Paris La Défense, Chamalières, March 5, 2010KPMG AuditDepartment of KPMG S.A.Jean-Marc DeclétyPartnerChamalières, March 5, 2010Wolff & Associés S.A.S.Grégory WolffPartner126 VICAT - 2009 registration document