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Corporate governanceRelated-party agreements2Group refinancing agreements of 30 April 2012On 30 April 2012, Sequana, Arjowiggins and AntalisInternational and their banking partners signed agreementsmodifying the terms and conditions of credit facilities previouslygranted, essentially by amending the related financial covenantsand extending their maturities until 30 June 2014.Under the terms of these agreements, Sequana provided the bankswith guarantees and collateral (pledges on Antalis Internationalsecurities and the assignment of Antalis International andArjowiggins receivables) together with commitments from bothof the Company’s main shareholders (mainly subordination ofthe shareholder loans described previously and an undertaking tosubscribe to the Capital Increase) and from Sequana itself concerningits subsidiaries (mainly subordination of amounts owedby Sequana to Arjowiggins, Antalis International or to some oftheir subsidiaries).The agreements also contained restrictions regarding the paymentby the Group’s subsidiaries of dividends or service commissionsto Sequana or the payment of a dividend by Sequana in2012, 2013 or 2014.Although these agreements between the lending banksand Sequana and its subsidiaries, Arjowiggins andAntalis International – in respect of which Sequana’s main shareholdersprovided comfort letters – do not have a direct impacton any of the Group’s entities or on Sequana’s shareholders, butrather on the lending banks, the contractual documents weresigned by each one of these entities which has at least one corporateofficer in common with Sequana or ties of ownership suchthat one of the companies holds more than 10% of the capitalof another. Consequently, these agreements and commitments,which indirectly impact one or all of the borrower entities, maybe considered related-party agreements within the meaning ofArticle L. 225-38 of the French Commercial Code.Furthermore, the Company noted that Pascal Lebard is a corporateofficer of Sequana, Arjowiggins and Antalis International,that the shareholders concerned own more than 10% of Sequana(Exor or the Allianz group as a whole), and that Sequana andExor SA have directors/representatives in common.Consequently, these agreements were approved in advance by theBoard of Directors on 27 April 2012, notably due to their crucialimportance in finalising the Group’s credit facilities and thereforetheir total compliance with Sequana’s corporate purpose. TibertoRuy Brandolini d’Adda (both in his capacity as Chairman andrepresentative of Raffaella Papa), Pascal Lebard, Allianz France(represented by Pierluigi Riches) and Exor SA (represented byPierre Martinet) abstained from voting.Memorandum of understanding of 4 June 2012On 4 June 2012, a Memorandum of understanding was signedbetween Sequana, FSI, Exor SA, Allianz France, AllianzVie, Allianz Iard, DLMD, Pascal Lebard (in his own name),BNP Paribas Arbitrage, The Royal Bank of Scotland NV andThe Royal Bank of Scotland Plc. BNP Paribas Arbitrage, TheRoyal Bank of Scotland NV and The Royal Bank of Scotland Plcare parties to the agreement on account of the call options theyhold on the Sequana shares owned by DLMD. The agreementwas intended to define the terms and conditions under which FSIand Sequana’s main shareholders would subscribe to the CapitalIncrease and to make a number of changes to the Company’s corporategovernance practices.Exor SA, DLMD and the Allianz group (Allianz France, AllianzVie and Allianz Iard) each hold over 10% of the voting rights ofSequana and each has one or more representatives on Sequana’sBoard of Directors. In addition, Pascal Lebard is a director andChief Executive Officer of Sequana. Consequently, this agreementis deemed to be a related-party agreement within the meaningof Article L. 225-38 of the French Commercial Code.It was approved by the Board of Directors on 4 June 2012 prior toits signature but Tiberto Ruy Brandolini d’Adda, Pascal Lebard,Raffaella Papa, Allianz France (represented by Pierluigi Riches),Exor SA (represented by Pierre Martinet) and DLMD (representedby Nicolas Lebard) abstained from voting.Underwriting and placement agreementof 12 June 2012On 12 June 2012, Sequana signed an underwriting and placementagreement with Natixis and Société Générale, joint leadmanagers and bookrunners for the Capital Increase. The agreementset out the terms and conditions under which the two bankswould underwrite the subscription of a number of new shares correspondingto the difference between the number of new sharesrequired for the full amount of the issue and the number of newshares covered by irrevocable subscription commitments.Given that Laurent Mignon is Chief Executive Officer of Natixisand a director of Sequana, the Board of Directors consideredthat this agreement may not be deemed to be an operating agreementfrom the Company’s perspective, but rather a related-partyagreement within the meaning of Article L. 225-38 of the FrenchCommercial Code.The agreement was approved by the Board of Directors on4 June 2012. Laurent Mignon abstained from voting.Sequana paid Natixis €1,117,070.06 in underwriting fees andout-of-pocket expenses.No agreements entered into in previous periods remained in forcein 2012.As indicated on page 66, none of the commitments referred to inArticle L. 225-42-1 of the French Commercial Code were givenby Sequana (or by one of its subsidiaries) to its Chairman or ChiefExecutive Officer.Moreover, aside from ties of ownership, there are also agreementswithin the Sequana Group covering the provision of internal,legal, administrative, accounting and financial services as well asintragroup financing and tax consolidation agreements that linkor may link Sequana and its subsidiaries. These agreements arecommon to any group and are entered into on an arm’s lengthbasis. The services are paid for in line with general market practices.There are no other agreements between Sequana and itssubsidiaries provided in exchange for consideration that are likelyto be construed as related-party agreements.Sequana | 2012 Document de référence (English version) | 71