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Financial position – resultsStatutory Auditors’ special report on related-party agreements and commitmentsStatutory Auditors’ special reporton related-party agreements and commitments4Annual General Meeting for the approval of the financial statementsfor the year ended 31 December 2012This is a free translation into English of the Statutory Auditors’ special report on related-party agreements and commitments issued in French and is provided solely for theconvenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standardsapplicable in France.Sequana8, rue de Seine92100 Boulogne‐BillancourtFranceTo the Shareholders,In our capacity as Statutory Auditors of Sequana, we herebyreport to you on related-party agreements and commitments.It is our responsibility to report to shareholders, based on theinformation provided to us, on the main terms and conditions ofagreements and commitments that have been disclosed to us orthat we may have identified as part of our engagement, withoutcommenting on their relevance or substance or identifying anyundisclosed agreements or commitments. Under the provisionsof Article R. 225-31 of the French Commercial Code (Code decommerce), it is the responsibility of the shareholders to determinewhether the agreements and commitments are appropriate andshould be approved.Where applicable, it is also our responsibility to provide shareholderswith the information required by Article R. 225-31 of theFrench Commercial Code in relation to the implementation duringthe year of agreements and commitments already approved bythe Annual General Meeting.We performed the procedures that we deemed necessary inaccordance with professional standards applicable in France tosuch engagements. These procedures consisted in verifying thatthe information given to us is consistent with the underlyingdocuments.Agreements and commitments to be approvedby the Annual General MeetingAgreements and commitments authorised during the yearIn accordance with Article L. 225-40 of the French CommercialCode, we were informed of the following agreements and commitmentsauthorised by the Board of Directors.Shareholder loan agreement with Exor SA signed on27 April 2012As part of the Group’s refinancing and in anticipation of theJuly 2012 capital increase, Sequana signed a shareholder loanagreement with Exor SA for an amount of €21,182 million.The loan bears interest at 3-month Euribor rate plus 375 bpsuntil 30 June 2012 and at 3-month Euribor plus 562 bps from1 July 2012. Sequana recorded interest expenses of €83,940 inrespect of this shareholder loan which expired at the date of thecapital increase.Exor SA holds more than 10% of the voting rights of Sequanaand is represented on its Board of Directors by Tiberto RuyBrandolini d’Adda and Pierre Martinet.Shareholder loan agreement with the companiesof the Allianz group signed on 27 April 2012As part of the Group’s refinancing and in anticipation of theJuly 2012 capital increase, Sequana signed a shareholder loanagreement with Allianz France, Allianz Vie and Allianz IARDfor an amount of €8.876 million.The loan bears interest at 3-month Euribor rate plus 375 bpsuntil 30 June 2012 and at 3-month Euribor plus 562 bps from1 July 2012. Sequana recorded interest expenses of €35,173 inrespect of this shareholder loan which expired at the date of thecapital increase.Together, these three companies of the Allianz group hold over10% of the voting rights of Sequana and Allianz France is a directorof the Company.Agreement with Natixis to underwrite a future capitalincrease by the CompanySequana signed an agreement to underwrite a future capitalincrease with Société Générale and Natixis on 11 April 2012 and15 May 2012.Under this agreement, the portion of the capital increase nottaken up is underwritten by Société Générale and Natixis forup to €23.25 million in order to reach the minimum amountrequired by law for the capital increase to be carried out. Sequanapaid Natixis an underwriting fee of €900,000.Laurent Mignon is Chief Executive Officer of Natixis and adirector of Sequana.Refinancing agreements with Arjowigginsand Antalis International of 30 April 2012Sequana, Arjowiggins and Antalis International jointly signed agreementswith the lending banks to provide Arjowiggins and AntalisInternational with guarantees and collateral.These jointly signed agreements provide additional guarantees andcollateral for the banks, in particular pledges on Antalis Internationalsecurities and on Antalis International and Arjowiggins receivables,and the subordination of amounts owed by Sequana to Arjowiggins,Antalis International or to certain subsidiaries.These agreements also contained restrictions on the payment bythe subsidiaries of dividends or service commissions to Sequana orthe payment of a dividend by Sequana to its shareholders in 2012and 2013.Sequana | 2012 Document de référence (English version) | 179