ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

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8 Main INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL statutory provisions obligations towards the French Ministry of Defence relating in particular to the future supply by its French subsidiaries, at fair and reasonable conditions for all the parties, of products for use in the framework of French space and national defence applications. The Company also undertook, subject to certain conditions relating in particular to the competitive environment, to maintain and develop in France certain assets and technologies judged critical for the purposes of France’s national defence. Those assets and technologies represent an insignifi cant portion of the Group’s assets as a whole. They are defi ned as the Group’s existing or future assets (during the period of application of the agreement) relevant to French defence contracts and relating to the design, manufacture, integration and operating maintenance of the batteries incorporated in particular in the arms of nuclear dissuasion, airplanes and missiles equipping the French armed forces. Finally, the French government will appoint an offi cial envoy to Saft Groupe SA as was already the case for Saft SA and ASB 8.5 MAIN STATUTORY PROVISIONS SOCIAL PURPOSE (ARTICLE 2 OF THE ARTICLES OF ASSOCIATION) Directly or indirectly, the purpose of the Company both in France and in foreign countries, is as follows: 1. the study, creation, operation, supervision and management of all commercial, industrial, real property or fi nancial matters, businesses and entities; 2. the acquisition, leasing, rental with or without the agreement to sell, construction and operation of all factories, workshops, offi ces, and premises; 3. the acquisition, management and operation, rental (with or without option to purchase) and, as the case may be, sale of all capital goods, fi xed or moveable equipment or rolling stock, machinery and tools, as well as any land, sea or air vehicles; 4. the direct or indirect participation in all transactions or undertakings through the creation of companies, establishments, or groups of a real property, commercial, industrial, or fi nancial nature, the participation in the formation of the foregoing or in capital increases of existing companies; 200 / SAFT - ANNUAL REPORT 2011 in 2004. The envoy will be provided with certain fi nancial information, with information relating to major changes in the Group’s shareholders and with all the information also provided to the members of the Company’s Supervisory Board. The provision of such information shall not be deemed to affect any confi dentiality provisions to which the Company or its subsidiaries may be subject. Any change of control of the Company would not have any impact on the Company’s undertakings towards the French State. In the event of any breach of the abovementioned undertakings, the French government would have recourse against the Company in accordance with the applicable law. Saft Finance Sarl and Saft Acquisition SAS, two of the Company’s subsidiaries, have been absolved from any responsibility under the authorisation in respect of foreign investment issued on 9 January 2004. 5. the management of an equities and securities portfolio and associated transactions; 6. the ownership and management of real estate; 7. the study, manufacture, sale and rental of all accumulators, batteries and electrical storage batteries and their components, of all other derived applications, generally of all mechanical, electrical or electronic devices as may contribute to the proper functioning of the foregoing, and any derivative products that can be manufactured therefrom; and the manufacture and sale of any electrical or electronic equipment; 8. the acquisition, use and sale of all patents, licences, manufacturing and trade secrets, know-how, models or trademarks with regard to the devices and equipment referred to in the preceding paragraph; and more generally, 9. the performance of any industrial, commercial, fi nancial, personal property and real property transactions directly or indirectly relating to any of the purposes set forth above, in whole or in part and to any similar or related purpose.
8 INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL Main statutory provisions ANNUAL GENERAL MEETINGS (ARTICLE 22 OF THE ARTICLES OF ASSOCIATION) 1. Decisions are taken by shareholders during their General Meetings, whether of an ordinary, extraordinary or special nature according to the nature of the business to be transacted. 2. Shareholders’ decisions are binding on all shareholders even when absent, in disagreement or legally a minor. Convocation of Annual General Meetings 3. Annual General Meetings are convened as provided by law by the Supervisory Board or, failing that, by the Statutory Auditors or any other legally authorised person. 4. Annual General Meetings are held at the Company’s registered offi ce or any other location indicated in the notice. Agenda 5. The agenda for Annual General Meetings is determined by the author of their convocation. 6. However one or several shareholders, or the works committee, may also, subject to the conditions posed by the applicable legal and regulatory provisions, request that draft resolutions be added to the agenda. 7. Shareholders may not discuss matters not included in the agenda but they do have the faculty of revoking one or more members of the Supervisory Board and proceeding to their replacement. 8. The agenda for a General Meeting may not be modifi ed in the event of the meeting requiring a second convocation. Participation in General Meetings 9. All shareholders have the right to attend Annual General Meetings and to participate in the deliberations, personally or via a representative, irrespective of the number of shares owned and subject to simple justifi cation of his or her identity. 10. To dispose of the right to participate in Annual General Meetings, to vote by correspondence or to be personally represented, shareholders must have been registered as such either on a nominative basis, or via a bearer share account administered by an authorised intermediary, by zero hours Paris time on the third working day prior to the meeting. The holders of bearer shares must prove their quality by virtue of an attestation delivered by the authorised intermediary administering their investment, eventually by electronic means, and appended to the postal vote bulletin, the proxy form or the request for an attendance card prepared in the name or on behalf of the shareholder. A similar attestation must be delivered to any shareholder wishing to attend a General Meeting in person but not having received his or her attendance card by zero hours Paris time on the third working day prior to the meeting. 11. Any shareholder may be represented by his or her spouse or by another shareholder subject to production of a duly completed form of proxy. 12. Any shareholder may equally send the Company a blank proxy, in which case the chairman of the Annual General Meeting will vote in favour of draft resolutions presented or approved by the Management Board and against any other draft resolutions; to vote differently, a shareholder must choose another proxy agreeing to vote as directed. 13. Each shareholder may vote by correspondence using a bulleting prepared and sent to the Company in accordance with the applicable law and regulations. The bulletin must be received by the Company three days prior to the date of the General Meeting otherwise it will not be taken into account. 14. Shareholders may, if so decided by the Supervisory Board, participate in General Meetings using video conferencing or other facilities enabling them to be identifi ed in accordance with the applicable regulations. Voting rights 15. Every shareholder has as many voting rights as the number of shares he or she holds or represents. Register of attendance – officials – minutes 16. A register of attendance must be prepared in accordance with the applicable law and regulations. 17. Annual General Meetings are chaired by the President of the Management Board or the Chairman of the Supervisory Board or, in their absence, by the oldest member of the Management or Supervisory Boards present at the meeting. In the event of convocation by the Statutory Auditors or any other person so authorised by law, the meeting is chaired by the author of the convocation. Otherwise, the meeting elects its own chairman. 18. The role of returning offi cer is performed by the present and willing shareholders disposing, in their own name or by proxy, of the largest number of votes. 19. The abovementioned offi cials in turn designate a secretary who need not be a shareholder. 20. The abovementioned offi cials are responsible for verifying, certifying and signing the register of attendance, ensuring proper debate, dealing with any incidents, registering and validating votes expressed and preparing minutes for the meeting. 21. The minutes must be signed by the abovementioned offi cials and incorporated in a special register kept at the SAFT - ANNUAL REPORT 2011 / 201
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THE FUTURE COMES FROM EXPERIENCE AN
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5 COMMENTS ON THE 2011 FINANCIAL YE
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19 SITES WORLDWIDE 16 MANUFACTURING
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FRANçOIS LINCk MARkETING MANAGER N
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What vision for lithium-ion? ANNE D
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What vision for renewable energy st
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What vision for the environment? CL
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OVERVIEW 2011 MESSAGE FROM THE CHAI
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“I am convinced the company’s p
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Limassol Moscow Port Washington Val
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JUNE ENERGY STORAGE FOR SEPTA The S
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EBITDA (in e million) 110.0 406.6 1
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35 30 25 20 STOCk MARkET INFORMATIO
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MANAGEMENT COMMITTEE Saft’s Manag
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ACTIVITIES INDUSTRIAL BATTERY GROUP
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ACTIVITIES INDUSTRIAL BATTERY GROUP
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“The role of batteries for teleco
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Saft launched the SRM+ compact solu
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ACTIVITIES SPECIALTY BATTERY GROUP
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“The company is strongly penetrat
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THE EXPERT EXPLAINS Each battery sy
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COMMITMENTS RESEARCH & DEVELOPMENT
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INNOVATION & COMMITMENTS RESEARCH &
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This is a very important next step
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INNOVATION & COMMITMENTS SUSTAINABL
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kEY EVENT Saft policy is to fully c
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FINANCIAL REPORT RISK FACTORS 53 SU
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RISK FACTORS 2.1 Risks related to t
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technologies, while maintaining a f
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of expertise and affect the Group
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2.5 MARKET RISKS 2.5.1 RAW MATERIAL
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RISK FACTORS 2 Risks related to the
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2.8 INSURANCE The Group has a polic
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SUSTAINABLE DEVELOPMENT 3 3.1 Envir
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3.1 ENVIRONMENTAL RESPONSIBILITY Fo
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Type and amount of waste generated
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3.1.10 RESOURCE CONSERVATION Sustai
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3.2.3 HUMAN RESOURCE MANAGEMENT The
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3.3 CORPORATE SOCIAL RESPONSIBILITY
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III. CONCLUSION Moderate assurance
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CORPORATE GOVERNANCE 4 4.1 Manageme
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A short presentation of each Manage
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You will fi nd hereafter a short re
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The members of the Committees are:
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CORPORATE GOVERNANCE 4 Remuneration
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No stock options were awarded to em
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During the 2011 fi nancial year, th
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In the course of its meetings, the
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The Chairman of the Management Boar
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The control environment is subject
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eceives the consistent accounting a
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Other information 4 CORPORATE GOVER
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4.5.2 DUTIES AND RESPONSIBILITIES O
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COMMENTS ON THE 2011 FINANCIAL YEAR
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5.2.4 OTHER ACTIVITIES 5 COMMENTS O
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2011 CONSOLIDATED FINANCIAL STATEME
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LIABILITIES 6 2011 CONSOLIDATED FIN
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6 2011 CONSOLIDATED FINANCIAL STATE
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Risk management 6 2011 CONSOLIDATED
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Page 151 and 152: 6 2011 CONSOLIDATED FINANCIAL STATE
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Page 197 and 198: INFORMATION ABOUT THE COMPANY AND I
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Page 209 and 210: ANNUAL GENERAL MEETING 9.1 Overview
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ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

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