(hereinafter referred to as “Report on Relations”)
Modrá pyramida stavební spořitelna, a.s., with registered office at Bělehradská 128, no. 222, 120 21 Prague 2, Corporate ID 60192852, entered in the Commercial Register maintained by the Prague Municipal Court, section B, enclosure 2281, (hereinafter referred to as “Company”), is a part of the business concern of the company Société Générale S.A., with registered office at 29, BLD Hausmann, 75009 Paris, France, registration number in the French Commercial Register: R.C.S. Paris B552120222 (1955 B 12022) (hereinafter referred to as “SG” or “SG Paris”), in which the following relations exist between the Company and the entity it controls along with relations between the Company and other entities controlled by the same controlling entity (hereinafter referred to as “Related Entities”), which are stated in this report. The sole shareholder of the Company is Komerční banka, a.s., with registered office at Na Příkopě 33, no. 969, 114 07 Prague 1, Corporate ID 45317054, entered in the Commercial Register maintained by the Prague Municipal Court, section B, enclosure 1360. SG is a 60.35% shareholder of Komerční banka, a.s.
This report on relations between the entities described below was drafted in accordance with provision § 66a paragraph 9 of law no. 513/1991 Coll., as amended (Commercial Code), for the period of 2009, i.e., from January 1, 2009 to December 31, 2009 (hereinafter referred to as “Accounting Period”).
I. Introduction
During the 2009 accounting period the Company had relations with the following related entities:
| Company | Registered office | Share of SG on the Company voting rights |
|---|---|---|
| Société Génerale S.A. | 29, BLD Hausmann, 75009 Paris, France | - |
| Komerční banka, a.s. | Na Příkopě 33, no. 969, 114 07 Prague 1 | 60.35% |
| Komerční pojišťovna, a.s. | Karolinská 1, no. 650, 186 00 Prague 8 | 100% |
| Penzijní fond Komerční banky, a.s. | Lucemburská 1170/7, 130 11 Prague 3, Vinohrady | 100% |
| Factoring KB a.s. | Lucemburská 1170/7, 130 11 Prague 3, Vinohrady | 100% |
| ALD Automotive s.r.o. | U Stavoservisu 527/1, 100 40 Prague 10 | 100% |
| Investiční kapitálová společnost KB, a.s. | Dlouhá 34, no. 713, 110 15 Prague 1 | 100% |
| ESSOX s.r.o. | Senovážné náměstí 231/7, 370 01 České Budějovice | 100% |
| SG Equipment Finance Czech Republic s.r.o. | Antala Staška 2027/79, 140 00 Prague 4, Krč | 100% |
| Commercial Bank DeltaCredit, Joint Stock Company, Russian Federation | 4/7 building 2, Vozdvizhenka street, 125009, Moscow, Russian Federation | 100% |
| National Societe Generale Bank S.A.E | 5 Chapollion Street Down Town, 11111 Cairo, Arab Republic of Egypt | 77.17% |
II. Relations with related entities
A. Contracts and agreements with the controlling entity and other related entities
I. Contracts and agreements concluded during the accounting period
| Contract type (or subject of contract – if not given by the title) | Contracting party | Services by the company | Counterservices | Loss incurred by the Company |
|---|---|---|---|---|
| 1 Contract on the issuing and usage of a payment card for the GOLD CARD current account | Komerční banka, a.s. | interest and fees pursuant to the contract | provision of service | none incurred |
| 1 Contract on the issuing and usage of a payment card for the VISA current account. | Komerční banka, a.s. | interest and fees pursuant to the contract | provision of service | none incurred |
| Contract on the provision of direct banking (Internet banking with the current account) | Komerční banka, a.s. | interest and fees pursuant to the contract | provision of service | none incurred |
| Confidentiality agreement related to the “Agreement on the use of HP OV SD licenses” | Komerční banka, a.s. | maintenance of information confidentiality | maintenance of information confidentiality | none incurred |
| Agreement on the payment of costs for the usage of licenses (replaced the Verbal agreement on the payment of costs for the usage of licenses from 2007) | Komerční banka, a.s. | payment of the service price and provision of cooperation | provision of service | none incurred |
| General contract on the processing of personal information (KB administrator, MPSS processor) from May 30, 2009 – replaced the contract from August 8, 2007 | Komerční banka, a.s. | processing of personal information | provision of cooperation | none incurred |
| General contract on the processing of personal information (MPSS administrator, KB processor) from May 30, 2009 – replaced the contract from August 8, 2007 | Komerční banka, a.s. | provision of cooperation | processing of personal information | none incurred |
| Agreement on the method of paying insurance premiums (discount on insurance premiums within FS KB) | Komerční banka, a.s. | provision of cooperation | provision of service | none incurred |
| 1 contract on the leasing of non-residential premises and payment of services related to their usage (terminated as of December 31, 2009) | Komerční banka, a.s. | payment of lease fees and services | provision of service | none incurred |
| Contract on the implementation of Call Flow interconnection according to order | Komerční banka, a.s. | payment of service price and provision of cooperation | provision of service | none incurred |
| Accommodation of MPSS employees in the KB Palmovka building | Komerční banka, a.s. | payment for services | provision of service | none incurred |
| Agreement on the arrangement of the initial training of employees at KB | Komerční banka, a.s. | payment of service price and provision of cooperation | provision of service | none incurred |
| Re-invoicing of costs from KB to MPSS (business trips abroad by MPSS employees) | Komerční banka, a.s. | payment of re-invoiced costs | re-invoicing of travel costs | none incurred |
|
Re-invoicing of costs from MPSS to KB (costs of printing RZP forms) |
Komerční pojišťovna, a.s. | re-invoicing of costs | payment of re-invoiced costs | none incurred |
| 2 purchase contracts on the sale of used passenger cars | ALD Automotive s.r.o. | car sale | payment of purchase price | none incurred |
| Re-invoicing of costs from MPSS to NSGB S.A.E. Egypt | NSGB S.A.E. Egypt | re-invoicing of costs | payment of re-invoiced costs | none incurred |
II. Services accepted and provided during the accounting period from contracts concluded during previous accounting periods
| Contract type (or subject of contract – if not given by the title) | Contracting party | Services by the company | Counterservices | Loss incurred by the Company |
|---|---|---|---|---|
| Contract on subordinated debt and addendum no. CZK 1,245,000,000 | Komerční banka, a.s. | payment of interest and fees pursuant to the contract | provision of loan | none incurred |
|
Contract on the assignment of subordinate debt /Assignment Agreement/ CZK 160,000,000 |
Komerční banka, a.s. | payment of interest and fees pursuant to the contract | provision of loan | none incurred |
|
Contract on the assignment of subordinate debt /Assignment Agreement/ CZK 145,000,000 |
Komerční banka, a.s. | payment of interest and fees pursuant to the contract | provision of loan | none incurred |
| Contract on the establishment and maintenance of a current account including addendums | Komerční banka, a.s. | payment of interest and fees pursuant to the contract | Maintenance of current account and payment of interest | none incurred |
| 2 contracts on the issuing and usage of a payment card with a current account – 2 VISA Gold cards | Komerční banka, a.s. | payment of interest and fees pursuant to the contract | provision of service | none incurred |
| contracts on the issuing and usage of a payment card with a current account, 5X Gold Card (one terminated during 2009) | Komerční banka, a.s. | payment of interest and fees pursuant to the contract | provision of service | none incurred |
| 2 contracts on the issuing and usage of a payment card with a current account, 2x1 VISA Business Silver Card | Komerční banka, a.s. | payment of interest and fees pursuant to the contract | provision of service | none incurred |
| General contract on trading on the financial market from 2005 – 11 transactions | Komerční banka, a.s. | commission | trading on the financial market | none incurred |
| General contract on trading on the financial market from 2006 – 41 transactions | Komerční banka, a.s. | commission | trading on the financial market | none incurred |
| Contract on the provision of the purchase or sale of securities from 1996 – 11 transactions | Komerční banka, a.s. | commission | trading on the financial market | none incurred |
| Deposits – 175 transactions | Komerční banka, a.s. | provision of money | Interest pursuant to the contract | none incurred |
| Contract on the provision of services on the Short-term debt market, including Addendum no. 1 | Komerční banka, a.s. | payment of fees for services | provision of service | none incurred |
| Contract on usage of a safe box of Komerční banka, a.s., no. 863 Box no. 723 | Komerční banka, a.s. | payment of fees for service | provision of service | none incurred |
| Contract on usage of a safe box of Komerční banka, a.s., no. 867 Box no. 921 | Komerční banka, a.s. | payment of fees for service | provision of service | none incurred |
| Contract on usage of a safe box of Komerční banka, a.s., no. 494 Box no. 833 | Komerční banka, a.s. | payment of fees for service | provision of service | none incurred |
| Contract on usage of a night safe with a current account | Komerční banka, a.s. | fees for provision of service | provision of service | none incurred |
|
Contract on usage of the KB sales network KB (incl. Addendum no. 1) |
Komerční banka, a.s. | payment of commission for the intermediation of transactions | Intermediation of transactions | none incurred |
| General contract on the provision of preferential conditions for employees of KB and subsidiary companies – participants of building savings | Komerční banka, a.s. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the modification, use and operation of “web914” software | Komerční banka, a.s. | payment for the provision of service | provision of service | none incurred |
| Contract on the maintenance of information confidentiality /Confidentiality Agreement/ – four party contract | Komerční banka, a.s. | maintenance of information confidentiality | maintenance of information confidentiality | none incurred |
| Contract on the provision of services in a transition period /Transitional IT Services Agreement/ – four party contract | Komerční banka, a.s. | commitment to provide cooperation | provision of cooperation | none incurred |
| Contract on the leasing of non-residential premises (lease with KB terminated as of December 18, 2009, continues with another entity) | Komerční banka, a.s. | payment for the provision of service | provision of service | none incurred |
| General contract on the temporary assignment of employees, including addendum no. 1 | Komerční banka, a.s. | payment of costs for the temporary assignment of employees | provision of service | none incurred |
| Agreement on the storage of back-up media | Komerční banka, a.s. | payment for the provision of service | provision of service | none incurred |
| Contract on cooperation between KB and VSS in the provision of consumer loans, including Addendum no. 1 | Komerční banka, a.s. | provision of services pursuant to contract | provision of services pursuant to contract | none incurred |
| Lease contract– garage parking spot | Komerční banka, a.s. | provision of service | lease fees | none incurred |
| Contract on mutual cooperation from August 31, 2007 | Komerční banka, a.s. | advantages for MPSS employees at KB | provision of advantages for MPSS employees at KB | none incurred |
| General distribution agreement | Komerční banka, a.s. | cooperation in the selling of products | cooperation in the selling of products | none incurred |
| Cooperation agreement – re-invoicing of costs from KB to MPSS, from MPSS to KB | Komerční banka, a.s. | cooperation, provision of service, payment for service | cooperation, provision of service, payment for service | none incurred |
| Independent distribution contract (Blue loan) | Komerční banka, a.s. | intermediation of loan | commission | none incurred |
| Independent distribution contract (Blue loan, Blue loan PLUS, G2) | Komerční banka, a.s. | intermediation of loan | commission | none incurred |
| Independent distribution contract (Blue credit card) | Komerční banka, a.s. | intermediation of loan | commission | none incurred |
|
Independent distribution contract (Mortgage loan, Pre-mortgage loan, Bridging loan) |
Komerční banka, a.s. | intermediation of loan | commission | none incurred |
| Contract on cooperation – Scoring of clients | Komerční banka, a.s. | provision of cooperation | provision of service | none incurred |
| Independent distribution contract from December 14, 2007 (Investment instruments) including Addendums no. 1 and 2 | Komerční banka, a.s. | intermediation of investment | commission | none incurred |
| Contract on investment intermediation from December 14, 2007 | Komerční banka, a.s. | intermediation of investment | commission | none incurred |
| Outsourcing agreement – treasury | Komerční banka, a.s. | fees pursuant to the contract | provision of service | none incurred |
| Agreement on the securing (intermediation) of “Evaluation of risks connected with real estate security” in the form of DTS according to KB specification and methodology | Komerční banka, a.s. | payment of service price and provision of cooperation | provision of service | none incurred |
| Agreement on KB call centre services, including Addendum no. 1 and 2 | Komerční banka, a.s. | payment of service price and provision of cooperation | provision of service | none incurred |
| Contract on cooperation with the group pursuant to § 5a of law no. 235/2004 Coll., as amended, on Value Added Tax, including Addendum no. 1 | Komerční banka, a.s. | provision of cooperation and payment for representation | provision of service | none incurred |
| 1 contract on the leasing of non-residential premises and on the payment of services connected with their use (Uherský Brod) | Komerční banka, a.s. | payment for the provision of service | provision of service | none incurred |
| 1 contract on the assignment of rights and transfer of obligations from the sub-lease contract to MPSS (three party) | Komerční banka, a.s. | payment for the provision of service | provision of service | none incurred |
| Contract on sales representation | Komerční pojišťovna, a.s. | intermediation of transactions | payment of commission | none incurred |
| General contract on cooperation no. 3010000246 (PROGRAM SPEKTRUM) | Komerční pojišťovna, a.s. | provision of cooperation | provision of service to employees of MPSS | none incurred |
| Mandate contract and addendums nos. 1, 2, 3, 4 and 5, cooperation in the area of supplementary pension insurance | Penzijní fond Komerční banky, a.s. | intermediation of transactions | payment of commission | none incurred |
| Contract on the processing of personal information from November 28, 2003, PFKB administrator, MPSS processor | Penzijní fond Komerční banky, a.s. | processing of personal information | provision of cooperation | none incurred |
| Contract on the processing of personal information from November 9, 2004, MPSS administrator, PFKB processor | Penzijní fond Komerční banky, a.s. | provision of cooperation | processing of personal information | none incurred |
| Contract on cooperation in the area of supplementary pension insurance with state contribution | Penzijní fond Komerční banky, a.s. | intermediation of transactions | payment of commission | none incurred |
| Mandate contract on the intermediation of the requests of MPSS employees for participation in supplementary pension insurance | Penzijní fond Komerční banky, a.s. | intermediation of transactions | payment of commission | none incurred |
| Contract on the provision of preferential conditions for employees of PF KB a.s. – participants of building savings at MPSS | Penzijní fond Komerční banky, a.s. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the provision of preferential conditions for employees of Factoring KB a.s. – participants of building savings at MPSS | Factoring KB a.s. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the provision of preferential conditions for employees of Komerční pojišťovna, a.s. – participants of building savings at MPSS | Komerční pojišťovna, a.s. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the provision of preferential conditions for employees of ESSOX s.r.o. – participants of building savings at MPSS | ESSOX s.r.o. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the provision of preferential conditions for employees of ALD Automotive s.r.o. – participants of building savings at MPSS | ALD Automotive s.r.o. | provision of preferential conditions | provision of preferential conditions | none incurred |
|
Contract on the provision of preferential conditions for employees of Investiční kapitálová společnost KB, a.s. – participants of building savings at MPSS |
Investiční kapitálová společnost KB, a.s. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the provision of preferential conditions for employees of SG Equipment Finance Czech Republic, s.r.o. – participants of building savings at MPSS | SG Equipment Finance Czech Republic, s.r.o. | provision of preferential conditions | provision of preferential conditions | none incurred |
| Contract on the collective co-insurance of VSSKB clients for the event of death for the securing of a loan no. 37-9861 | Česká pojišťovna, a.s., Komerční pojišťovna, a.s. | intermediation of client insurance coverage | commission | none incurred |
|
Operating contract on securing the collective co-insurance of the clients of VSSKB Česká pojišťovna, a.s., Komerční pojišťovna, a.s. |
Česká pojišťovna, a.s., Komerční pojišťovna, a.s. | intermediation of client insurance coverage | commission | none incurred |
| Contract on cooperation (including Process rules of cooperation and Financial rules of cooperation) from May 16, 2007 | ESSOX s.r.o. | intermediation of loan | commission | none incurred |
| Contract on the processing of personal information (MPSS administrator, ESSOX processor) from May 16, 2007 | ESSOX s.r.o. | provision of cooperation | processing of personal information | none incurred |
| General contract from October 18, 2007 – conclusion of contracts on financial leasing | ALD Automotive s.r.o. | provision of cooperation | provision of service | none incurred |
| 10 contracts on financial leasing with the subsequent purchase of the leased items no. 310035971, no. 310035148, no. 310035147, no. 310035146, no. 310035090, no. 310035149, no. 310038081, no. 310038082, no. 310038083 and no. 310040492 | ALD Automotive s.r.o. | payment of lease instalments | provision of service | none incurred |
| Assignment of the contract Evolution no. 20070040.1 from ECS International Czech Republic, s.r.o., Assignment deed from August 30, 2007 | SG Equipment Finance Czech Republic, s.r.o. | payment of lease instalments | provision of service | none incurred |
| Consulting Services Agreement from October 26, 2007, including Addendum 4.1 | Commercial Bank DeltaCredit, Join Stock Company, Russian Federation | provision of service | cooperation and payment for service | none incurred |
B. Other legal acts performed by the company in the interest of the controlling entity and related entities
| Type of legal act | Consideration recipient | Company consideration | Counter-consideration (if applicable) | Loss incurred by the Company |
|---|---|---|---|---|
| Promise of compensation | Komerční banka, a.s. | Conditional monetary consideration on KB behalf due to indemnity of client claimed upon KB | without counter-consideration | none incurred (term for claim expired on 05/2009) |
C. Measures adopted or taken by the company in the interest of the controlling entity and other related entities or at their impetus
During 2009 the Company did not adopt or take any measures in the interest of the controlling entity and other related entities or at their impetus.
III. Conclusion
The Company Board of Directors has reviewed all relations between the Company and related entities for the 2009 accounting period and states that the Company has incurred no losses from any concluded contract, agreement, or other legal act, or from other measures taken or adopted by the Company during the accounting period.
Prague, 10 February 2010
Prepared by: Josef Květoň, Legal Department Manager
Approved by:
Jan Pokorný
Chairman of the Board of Directors
and Company General Manager
Libor Löfler
Vice-chairman of the Board of Directors
and First Deputy to the Company General Manager