This is a free translation into English of the Statutory Auditors’ supplementary report issued in French and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
In our capacity as Statutory Auditors of your Company (the “Company”) and pursuant to Article R. 225-116 of the French Commercial Code (Code de commerce),we hereby present a report supplementing our report of 6 April 2020 on the issue, in France and abroad, with cancellation of preferential subscription rights, by way of a public offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary andFinancial Code (Code monétaire et financier) (“via a private placement”), and for upto 20% of the share capital per year, (i) of ordinary shares of the Company, (ii) of marketable securities of any kind, issued in return for payment or free of charge, granting access by any means, immediately or in the future, to existing or future shares of the Company and/or (iii) of marketable securities of any kind, issued in return for payment or free of charge, granting access by any means, immediately or in the future, to existing or future shares of a company in which the Company holds, directly or indirectly, more than half of the capital, authorized by your CombinedShareholders’ Meeting of 7 May 2020, in its twenty-fourth resolution.
This Shareholders’ Meeting had granted your Board of Directors the authority, with the option of sub-delegation, to decide such a transaction within a period of 26 months. The overall par amount of share capital increases that may be carried out, immediately or in the future, may not exceed €290 million, this amount being deducted from the limit of €290 million set in the twenty-third resolution and the overall limit of €365 million set in the twenty-second resolution. The overall nominal amount of debt securities that may be issued may not exceed, and is deducted from, the overall limit of €2.4 billion set in the twenty-second resolution.
Using this delegation, on 7 September 2020, your Board of Directors decided:
a) on the principle of (i) an issue, by way of a public offer referred to in paragraph 1of Article L. 411-2 of the French Monetary and Financial Code (“via a private placement”), with cancellation of shareholder preferential subscription rights and no priority period, exclusively reserved for qualified investors within the meaning of Article 2, point e), of regulation (EU) 2017/1129 of 14 June 2017, in France and abroad (with the exception of the United States of America, Australia andJapan), according to a book-building process, as developed by professional practice, of a loan represented by “green” bonds convertible into and/or exchangeable for new or existing shares of the Company (“Green OCEANEBonds”), for a maximum nominal amount of €2.4 billion and (ii) a share capital increase following the potential conversion of the Green OCEANE Bonds into new ordinary shares of the Company, for up a maximum par value amount of €290 million, not taking into account the par value of any additional shares to be issued to safeguard the rights of holders of securities granting access to share capital, in accordance with prevailing legal provisions or the terms and conditions of the Green OCEANE Bonds;
b) that the main terms and conditions of the Green OCEANE Bonds would be determined within the following limits:
The Board of Directors also decided to sub-delegate to the Chairman and Chief Executive Officer, for a period up to 30 November 2020, the necessary powers to perform the issue.
Using this sub-delegation, on 8 September 2020, following the book-building with qualified investors, your Chairman and Chief Executive Officer issued 219,579,139 Green OCEANE Bonds, each with a nominal value of €10.93, representing an issue premium of 32.5% compared to the volume-weighted average of the Company’s share price observed on the Paris Euronext regulated market from the launch of the issue on 8 September 2020 until the setting of the Green OCEANE Bonds final terms and conditions, for a total nominal amount of €2,399,999,989.27. The settlement date of the Green OCEANE Bonds was 14 September 2020, at an issue price equal to 107% of the nominal value, i.e. €11.70 per Green Bond.
Each Green Bond may be converted into and/or exchanged for one (1) new or existing share, with a par value of €0.50. The maximum par value amount of the share capital increase that may result from the conversion of the Green OCEANE Bonds is €109,789,570. The Green OCEANE Bonds do not bear interest and shall expire on 14 September 2024, except in the event of early redemption or repayment.
It is the responsibility of the Board of Directors to prepare a supplementary report in accordance with Articles R. 225-115 et seq. and Article R. 22-10-31 of the French Commercial Code. Our role is to express an opinion on the fair presentation of the quantified information extracted from an interim financial position, on the proposed cancellation of preferential subscription rights and on certain other information concerning the issue, contained in this report.
We conducted the procedures that we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.These procedures consisted in verifying:
the fair presentation of the quantified information extracted from the Company’s interim financial position and the condensed consolidated financial statements prepared under the responsibility of the Board of Directors for the half-year ended 30 June 2020, in accordance with the same methods and presentation adopted in the most recent annual and consolidated financial statements. Our review of the Company’s interim financial position consisted in making inquiries of persons responsible for financial and accounting matters, verifying that the it was prepared in accordance with the same accounting principles and the same valuation and presentation methods as the most recent annual financial statements and applying analytical procedures; The condensed half-year consolidated financial statements were reviewed by us in accordance with professional standards applicable in France;
- the compliance of the transaction terms and conditions with the delegation granted by the Shareholders’ Meeting;
- the information presented in the Board of Directors’ supplementary report on the choice of inputs used in the calculation of the issue price of the shares to be issued and the definitive amount.
We have no comments to make on:
- the fairness of the quantified information extracted from the Company’s interim financial position and the condensed half-year consolidated financial statements and presented in the Board of Directors’ supplementary report of 6 November 2020;
- the compliance of the transaction terms and conditions with the delegation granted by the Combined Shareholders’ Meeting of 7 May 2020 and the information presented to shareholders;
