TOTAL MAROC S.A. SPECIAL REPORT OF THE STATUTORY AUDITOR ON THE REGULATED AGREEMENTS

Transcription

1 FINACS TOTAL MAROC S.A. SPECIAL REPORT OF THE STATUTORY AUDITOR ON THE REGULATED AGREEMENTS PERIOD FROM JANUARY 1 st TO DECEMBER 31, 2017 This is a free translation into English of the special report of the statutory auditors issued in French and it is provided solely for the convenience of English-speaking users March 2018

2 FINACS 37, Bd Abdellatif Ben Kaddour Casablanca Maroc 250, Bd Bordeaux et Bd Mly youssef Casablanca Maroc To the shareholders of Total Maroc S.A. 146, Bd Mohamed Zerktouni Casablanca This is a free translation into English of the special report of the statutory auditor issued in French and it is provided solely for the convenience of English-speaking users SPECIAL REPORT OF THE STATUTORY AUDITOR ON THE REGULATED AGREEMENTS PERIOD FROM JANUARY 1ST TO DECEMBER 31, 2017 In accordance with our assignment as statutory auditors of your Company, we hereby present our report on regulated agreements in accordance with articles 56 to 59 of Law as amended and supplemented by Laws and and their implementing decree. Our responsibility is to present the characteristics and terms of the agreements notified to us by the Chairman of the Board or that we have discovered during our assignment. However, we do not express any opinion regarding their usefulness and appropriateness, nor to look for the existence of other regulated agreements. It is your responsibility, according to the law above mentioned, to approve such agreements. We have performed the necessary procedures according to the standards of the profession in Morocco. These procedures consisted of verifying the accuracy of information communicated to us with the corresponding supporting documentation. 1. AGREEMENTS CONCLUDED DURING THE YEAR 1.1 Application agreement of a service level agreement with Total Marketing Services, authorized by the board of directors dated December 18 th, 2017 (written agreement) Persons concerned: Total Marketing Services, Shareholder indirectly holding more than 5% of the share capital and of the rights of vote of Total Maroc. Nature and purpose of the agreement: The application agreement concluded between Total Marketing Services and Total Maroc, allowing Total Maroc, as an affiliate of Total Marketing Services, to have access to IT services. Main terms: The application agreement was concluded on January 1 st, 2018 for one year period. The agreement provide a remuneration each half yearly and the payment 30 days of the end of the month from the issuance date of the invoice. 1

3 Recorded amounts during the year: During 2017,Total Maroc recorded an expense of MAD ,73 tax excluded and paid MAD ,28 tax excluded during the financial year. 1.2 Implementation agreement for IT support with Total Outre Mer, authorized by the board of directors dated December 18 th 2017 (written agreement) Persons concerned: Total Outre Mer (shareholders directly more than 5% of the capital shares and voting rights of Total Maroc) and Mr. Stanislas Mittelman (Administrator of Total Maroc and CEO of Total Outre Mer). Nature and purpose of the agreement: Implementation contract to the information technology assistance whereby Total Outre Mer provides Total Maroc with IT services, especially the ones related to the development of different IT applications, evolving and/or corrective maintenance of IT applications and/or telecommunications equipment; intervention and managing of anomalies; and assistance in the implementation of these tools. This implementation contract defines the IT services and the prices for Main terms: The effective date for this service agreement is January 1 st, 2018 for one year period. The implementation contract is concluded for an annual amount of euros. The agreement is an amendment to an existing contract which ended in December Recorded amounts during the year: During 2017,Total Maroc recorded an expense of MAD ,05 tax excluded and paid MAD ,12 tax excluded during the financial year. 1.3 Agreement for legal support with SEJ, authorized by the board of directors dated December 18 th 2017 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and SEJ. Nature and purpose of the agreement: Support agreement concluded with SEJ whereby Total Maroc provides legal support for its activities. Main terms: The effective date for this assignment agreement is January 1 st, 2018 for two years. The agreement provides an annual amount remuneration amounting to MAD with the payment by 30 days end of the month, from the issuance of the invoice. Recorded amounts during the year: During 2017, no revenue has been recorded under this agreement. 1.4 Agreement for technical support with SEJ, authorized by the board of directors dated December 18 th 2017 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and SEJ. Nature and purpose of the agreement: Support agreement concluded with SEJ whereby Total Maroc provides technical support for its activities. Main terms: The effective date for this assignment agreement is January 1 st, 2018 for an unlimited period. The agreement provides an annual amount remuneration amounting to MAD with the payment by 30 days end of the month, from the issuance of the invoice. Recorded amounts during the year: During 2017, no revenue has been recorded under this agreement. 2

4 1.5 Loan agreement with SEJ, authorized by the board of directors dated December 18 th, 2017 Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and SEJ. Nature and purpose of the agreement: Total Maroc and SEJ agreed that Total Maroc lends to SEJ a sum of MAD for a maximum five years with an annual interest rate of 5,27 % excluding VAT. Interests are paid on a quarterly basis. Main terms: The application agreement was effective as of December 19 th, 2017 for a maximum five years. The interests will be paid on a quarterly basis. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue amounting to MAD ,88 tax excluded. No amount has been paid this financial year. 1.6 Written agreement of provisional assignment of Mr. Charaf Eddine Lechheb with Ouargaz dated November 1 st 2017 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and Ouargaz. Nature and purpose of the agreement: Total Maroc concluded an assignment agreement with Ouargaz on November 1 st, 2017 for unlimited period whereby Total Maroc assigned Mr.Charaf Eddine Lechheb as chief of the gas filing center of Ouargaz. Main terms: Total Maroc re-invoices all the costs related to this assignment (salaries, related premiums, social security charges, personal indirect charges ) to Ouargaz. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue of MAD ,65 tax excluded. No amount has been paid this financial year. The conclusion of the agreement has not been submitted to the prior approval of the Board of Directors. 2. AGREEMENTS CONCLUDED DURING THE PREVIOUS YEARS AND WITH CONTINUING EFFECT DURING THIS YEAR 2.1 Assignment agreement with Total SA, authorized by the board of directors dated August 24 th, 2016 (written agreement) Persons concerned: Total S.A, Shareholder indirectly holding more than 5% of the share capital and of the rights of vote of Total Maroc. Nature and purpose of the agreement: The Assignment agreement whereby Total S.A. assigned Mr. Jean-Louis Bonenfant, as managing director of Total Maroc full-time. Main terms: The effective date for this assignment agreement is September 1 st, 2016 for unlimited period. All the costs related to this assignment (salaries, related premiums, social security charges, personal indirect charges ) are re-invoiced by Total S.A. to Total Maroc. Recorded amounts during the year: During 2017, no expense has been recorded under this agreement. 3

5 2.2 Cost sharing agreement for development and research with Total Marketing Services ratified by the annual general meeting of shareholders dated May 3 th, 2017 (written agreement) Persons concerned: Total Marketing Services, Shareholder indirectly holding more than 5% of the share capital and of the rights of vote of Total Maroc. Nature and purpose of the agreement: This agreement signed between Total Maroc and Total Marketing Services signed on December 15 th, 2016 with effect on January 1 st, 2016 is related to the share of development and research costs according to the terms defined in the contract. This agreement is concluded for 5 years period. Main terms: Under this agreement, Total Marketing Services re-invoices a share of the actual costs incurred for the research and development. The invoices are payable 15 days from receipt of the invoice. Recorded amounts during the year: During 2017, Total Maroc has recorded a total expenses of MAD ,47 tax excluded. No amount has been paid during the year. 2.3 Application agreement of the shipping assistance agreement with Total Marketing Services, authorized by the board of directors dated March 22 nd, 2016 (written agreement) Persons concerned: Total Marketing Services, Shareholder indirectly holding more than 5% of the share capital and of the rights of vote of Total Maroc. Nature and purpose of the agreement: The application agreement of the shipping assistance agreement concluded between Total Marketing Services, Total Activités Maritimes and CSSA Chartering and Shipping Services, allowing Total Maroc, as an affiliate of Total Marketing Services, to have access to the shipping assistance and services. Main terms: the application agreement was concluded on March 22 nd, 2016 for the same duration as the shipping agreement, which expires on December 31 st, 2016 and is renewable tacitly for one-year term. The agreement provide a remuneration each half yearly and the payment 30 days of the end of the month from the issuance date of the invoice. Recorded amounts during the year: During 2017, Total Maroc has recorded a total expenses of MAD ,60 tax excluded. No amount has been paid during the year. 2.4 Assignment agreement with Total Marketing Services (written agreement) Persons concerned: Total Marketing Services, Shareholder indirectly holding more than 5% of the share capital and of the rights of vote of Total Maroc). Nature and purpose of the agreement: Total Maroc concluded an assignment agreement with Total Marketing Services on January 6th, 2015 with an retroactively effect date on August 10th, 2014 for two years. According to this agreement, Total Marketing Services assigned Mr. Vincent Maumus as the administrative and financial director of Total Maroc. Main terms: All costs related to this assignment (salaries, related premiums, social security charges, personal indirect charges ) are re-invoiced by Total Marketing Services to Total Maroc with the payment by 30 days end of the month. Recorded amounts during the year: During 2017, no expense has been recorded under this agreement. 4

6 2.5 General support dated May 15 th, 2010 with Total Outre Mer ratified by the ordinary general meeting of Total Maroc (written agreement) Persons concerned: Total Outre Mer (shareholders directly more than 5% of the capital shares and voting rights of Total Maroc) and Mr. Stanislas Mittelman (Administrator of Total Maroc and CEO of Total Outre Mer). Nature and purpose of the agreement: This general support agreement signed on May 15 th, 2010 for unlimited period, concerns the indirect services provided by Total Outre Mer to Total Maroc. The term indirect services means all the services provided by Total Outre Mer to all the subsidiaries of the supply and marketing branch of the Africa-Middle East zone and which nature, diversity and frequency do not allow to individualize the service provided by the subsidiary. Main terms: Total Outre-Mer services re-invoices to Total Maroc, a proportional part of the global costs incurred. Recorded amounts during the year : During 2017, Total Maroc recorded an expense amounting to MAD ,50 tax excluded and paid MAD ,56 tax excluded. 2.6 Support agreement with Gazber, authorized by the board of directors dated March 22 nd, 2016 (written agreement) Nature and purpose of the agreement: support agreement concluded with Gazber whereby Total Maroc provides several support for its activities (commercial, legal, financial, compliance.). Main terms: The effective date for this assignment agreement is April 1 st, 2016 for unlimited period. This agreement provides an annual amount remuneration amounting to MAD with the payement by 30 days end of the month, from the issuance of the invoice. Recorded amounts during the year: During 2017, Total Maroc recorded a total revenue of MAD tax excluded and collected MAD tax excluded during this financial year. 2.7 Assignment agreement with Gazber, authorized by the board of directors dated November 22 nd, 2016 (written agreement) Nature and purpose of the agreement: The Assignment agreement whereby Total Maroc assigned Mr. Charaf Eddine Lechheb, as the assistant of the chief of the gas filing plant of Gazber. Main terms: The effective date for this assignment agreement is December 1 st, 2016 for unlimited period. All the costs related to this assignment (salaries, related premiunms, social security charges, personal indirect charges ) are re-invoiced by Total Maroc to Gazber. Recorded amounts during the year: During 2017, Total Maroc recorded a total revenue of MAD ,91 tax excluded and collected MAD ,91 tax excluded during this financial year. 5

7 2.8 Assignment agreement of Mr. Khalid Anni with Gazber (written agreement) Nature and purpose of the agreement: Total Maroc concluded an assignment agreement with Gazber on July 1 st, 2014 with a retroactively effect date on January 1 st, 2009 for unlimited period. Whereby Total Maroc assigned Mr. Khalid Anni as the chief of the center gaz filling. Main terms: All costs related to this assignment (salaries, related premiunms, social security charges, personal indirect charges ) are re-invoiced by Total Maroc to Gazber. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue amounting to MAD ,96 tax excluded, and collected MAD ,41 tax excluded this financial year. 2.9 Assignment agreement of Mr. M barek Nait Nadir with Gazber dated July 1 st, 2014 ratified by the ordinary general meeting of Total Maroc dated December 7 th, 2014 (written agreement) Nature and purpose of the agreement: Total Maroc concluded an assignment agreement with Gazber on July 1 st, 2014 whereby Total Maroc assigned Mr. M barek Nait Nadir as the chief of gas operations department. Main terms: Under this agreement, Total Maroc re-invoices 75% of the costs related to this assignment (salaries, related premiunms, social security charges, personal indirect charges ) to Gazber. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue amounting to MAD ,70 tax excluded and collected MAD ,02 tax excluded this year Commercial agreement lease with Gazber (written agreement) Nature and purpose of the agreement: Total Maroc concluded a commercial agreement lease with Gazber on December 16 th, 1999 for 10 years with renewable for successive periods of 5 years. This agreement is related to the the lease of a land owned by Total Maroc, that covers an area of 31,342 m², and on which the filling plant of Gazber was built. The land is located at Berrechid city. Main terms: Under this agreement, Total Maroc invoices to Gazber a yearly rent amounting to MAD tax included with the payement the 5 th of each month. Recorded amounts during the year: During 2017, Total Maroc has invoiced a rent fees amounting to MAD tax included and collected during the financial year MAD tax included Commercial agreement lease with Gazber (written agreement) Nature and purpose of the agreement: Total Maroc concluded a commercial agreement lease with Gazber on December 18 th, 2013 for 9 years with renewable for successive periods of 3 years. This agreement is related to the lease of a land owned by Gazber, that covers an area of 20,281 m² and that serve for the needs of Total Maroc s SERC. 6

8 Main terms: Under this agreement, Gazber invoices to Total Maroc on quarterly basis, a quarterly rent amounting to MAD tax included with the payement the 5 th of each month. Recorded amounts during the year: During 2017, Total Maroc recorded an expense amounting to MAD tax included and paid MAD tax included this year Support agreement with Ouargaz, authorized by the board of directors dated March 22 nd, 2016 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and Ouargaz. Nature and purpose of the agreement: support agreement concluded with Ouargaz whereby Total Maroc provides several support for its activities (commercial, legal, financial, compliance.). Main terms: The effective date for this assignment agreement is April 1 st, 2016 for unlimited period. This agreement provides an annual amount remuneration amounting to MAD with the payement by 30 days end of the month, from the issuance of the invoice. Recorded amounts during the year: During 2017, Total Maroc recorded a total revenue of MAD tax excluded and collected MAD tax excluded this financial year Assignment agreement of Mr. Mohammed Aamoud with Ouargaz (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and Ouargaz. Nature and purpose of the agreement: Total Maroc concluded an assignement agreement with Ouargaz on January 1 st, 2015 for unlimited period whereby Total Maroc assigned Mr. Mohammed Aamoud as assistant of the chief of the gas filing center of Ouargaz. Main terms: Total Maroc re-invoices all the costs related to this assignment (salaries, related premiums, social security charges, personal indirect charges ) to Ouargaz. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue amounting to MAD ,10 tax excluded and collected MAD ,14 tax excluded this year Assignment agreement of Mr. Brahim Guerras with Ouargaz ratified by the ordinary general meeting of Total Maroc dated December 1 st, 2014 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and Ouargaz. Nature and purpose of the agreement: Total Maroc concluded an assignement agreement with Ouargaz on July 1 st, 2014 for unlimited period whereby Total Maroc assigned Mr. Brahim Guerras as the chief of the gas filing center of Ouargaz. Main terms: Total Maroc re-invoices all the costs related to this assignment (salaries, related premiunms, social security charges, personal indirect charges ) to Ouargaz. Recorded amounts during the year: During 2017, Total Maroc recorded during a revenue amounting to MAD ,42 tax excluded and collected MAD ,41 tax excluded this year. 7

9 2.15 Assignment agreement of Mr. M barek Nait Nadir with Ouargaz dated July 1st, 2014, ratified by the annual general meeting of the board of directors dated December 7th, 2014 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and Ouargaz. Nature and purpose of the agreement: Total Maroc concluded an assignment agreement with Ouargaz on July 1 st, 2014 whereby Total Maroc assigned Mr. M barek Nait Nadir as the chief of gas operations department. Main terms: Under this agreement, Total Maroc re-invoices 25% of the costs related to this assignment (salaries, related premiums, social security charges, personal indirect charges ) to Ouargaz. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue amounting to MAD ,57 and received tax excludedmad ,01 tax excluded this year Advance payment for storage agreement with SDH, authorized by the board of directors dated March 22nd, 2016 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and SDH. Nature and purpose of the agreement: Agreement whereby Total Maroc agrees to pay in advance the storage fees to SDH for Main terms: The effective date for this agreement is April 1 st, 2016 for unlimited period and advance paid by bank check or bank transfer within the delays as of the receipt of the notification of advance request. Recorded amounts during the year: During 2017, Total Maroc recorded an expense of MAD ,06 tax excluded and paid MAD ,33 tax excluded this year Assignment agreement of a frame operator dated December 24th, 2008 with SEJ ratified by the ordinary general meeting of Total Maroc dated December 7th, 2014 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and SEJ. Nature and purpose of the agreement: Total Maroc concluded an assignement agreement with SEJ on December 24, 2008 modified on April 17, 2013 for unlimited period whereby Total Maroc assigned Mr. Otman Es Sekat as a frame operator. Main terms: Under this agreement, Total Maroc re-invoices a quarterly flat remunration of MAD with the payement 30 days from the invoice s delivery. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue of MAD tax excluded and collected MAD tax excluded this financial year. 8

10 2.18 Loan agreement dated January 4th, 2010 with SEJ ratified by the ordinary general meeting of Total Maroc dated December 7th, 2014 (written agreement) Persons concerned: Mr. Jean-Louis Bonenfant, Director of Total Maroc and SEJ. Nature and purpose of the agreement: Total Maroc concluded a loan agreement with SEJ on January 4, 2010 whereby Total lent to SEJ the amount of MAD 3, for a no fixed term period. Main terms: Under this agreement, SEJ paid an annual interest rate of 5,27% excluding VAT. The interest are paid on a quarterly basis. Recorded amounts during the year: During 2017, Total Maroc recorded a revenue amounting to MAD tax excluded. No revenue has been collected during this financial year Support agreement with Ismailia Gaz (written agreement) Persons concerned: Total Maroc S.A., Shareholder directly holding more than 5% of the share capital and of the rights of vote of Ismailia Gaz. Nature and purpose of the agreement: support agreement concluded with Ismailia Gaz whereby Total Maroc provides technical and administrative support for its activities Main terms: The effective date for this assignment agreement is January 1 st, 2007 and is renewable tacitly for one-year term. This agreement provides an annual amount remuneration amounting to MAD with the payment by 30 days end of the month, from the issuance of the invoice. Recorded amounts during the year: During 2017, Total Maroc recorded a total revenue of MAD tax excluded and collected MAD tax excluded during this financial year. Casablanca, March 21, 2018 Statutory auditors ERNST & YOUNG FINACS Hicham DIOURI Associé Anas ABOU EL MIKIAS Associé 9