Financial Report and Registration Document 2010 - Groupe Seb

5 REPORT
ANNUAL GENERAL MEETING
OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PROPOSED TO THE ANNUAL GENERAL MEETING OF 17 MAY 2011
REPORT OF THE BOARD OF DIRECTORS
ON THE RESOLUTIONS PROPOSED
TO THE ANNUAL GENERAL MEETING
OF 17 MAY 2011
TRADING IN THE COMPANY’S SHARES
At 31 December 2010, the Company held 1,980,698 of its own shares with a
par value of €1.00, for an aggregate par value of €61,673,599. These shares
represented 3.97% of the Company’s issued capital at that date.
In 2010, no shares were bought back by your Company under its existing
share buyback programme. A total of 1,153,549 shares were sold during the
year on the exercise of stock options, at an average price of €28.33 per share.
On 20 September 2005, the Company signed a liquidity contract with the
Gilbert Dupont stockbroking fi rm. The contract complies with the Ethical
Charter issued by the French association of investment firms (AFEI), which
was approved by the French securities regulator (Autorité des Marchés
Financiers) on 22 March 2005.
During 2010, 264,329 SEB S.A. shares were purchased and 279,525 shares
were sold under this contract. The transaction costs amounted to €30,764.
Shareholders are asked to authorise the Company to trade in its own shares
in compliance with the new European regulations. Under the terms of the
resolution, the Company would be authorised to buy back the maximum
shares allowed by law in order to:
maintain a liquid market for the Company’s shares through an investment
service provider acting on a fully independent basis;
purchase shares for allocation to eligible employees and officers of the
Company;
purchase shares for cancellation, in order to increase return on equity and
earnings per share or to offset the dilutive impact of any capital increases
on existing shareholders’ interests;
purchase shares for delivery or exchange in connection with any future
external growth transactions;
purchase shares for allocation on exercise of rights attached to securities
that are convertible, exercisable, redeemable or otherwise exchangeable
for Company shares.
The purchase price per share would be capped at €130, and the amount
invested in the buyback program would therefore not exceed €649,373,660.
DIVIDENDS
We recommend raising the dividend to €1.17 per share, representing a 12.5%
increase.
For the sixteenth year running, shareholders will be entitled to a
supplementary dividend, amounting to 10% of the ordinary dividend, on all
shares registered in their name prior to 31 December 2008 and still held in
their portfolio on the ex-dividend date (19 May 2011). These shares represent
more than 53% of the outstanding total.
No single shareholder will be entitled to the supplementary dividend on any
shares in excess of 0.5% of the Company’s issued capital.
The dividend will be paid as from 24 May 2011.
Under the new tax rules applicable since 1 January 2005, the dividend will
not give rise to any avoir fiscal tax credit.
136 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB