Financial Report and Registration Document 2010 - Groupe Seb

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5 REPORT ANNUAL GENERAL MEETING OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PROPOSED TO THE ANNUAL GENERAL MEETING OF 17 MAY 2011 FINANCIAL AUTHORISATIONS At the Annual General Meeting, we will ask shareholders to give the Board the necessary powers to issue shares and share equivalents, in order to enable us to raise financing to support our Group’s on-going development as and when required, based on opportunities arising in the financial markets. The aggregate par value of shares issued under the authorisation would be capped at €5 million for issues with pre-emptive subscription rights. In addition, to allow us to effi ciently take up any opportunities that may arise, we are also seeking an authorisation to issue hybrid securities without pre-emptive subscription rights. The aggregate par value of shares issued on conversion, exchange, redemption or exercise of these hybrid securities would also be capped at €5 million. At the Board’s discretion, shareholders could be given a priority right to subscribe each issue pro rata to their existing shareholdings, for a period and on terms to be decided by the Board. The aggregate nominal amount of any debt securities with stock rights issued under the authorisation would be capped at €150 million. If and when the authorisations are used, we will prepare an additional report describing the final terms of the issue, including the basis for setting the issue price, the impact of the issue on the situation of existing shareholders and the estimated impact on the share price, as required by law. In a separate resolution, we are also seeking an authorisation to issue up to €10 million worth of bonus shares, to be paid up by capitalizing reserves, profits or additional paid-in capital. Lastly, we are recommending that the maximum aggregate amount of share issues that may be carried out under these authorisations with or without subscription rights be set at €10 million. All of these authorisations are being sought for a period of 14 months. EMPLOYEE SHARE ISSUE Under Article L. 225-129-6 of the French Commercial Code, we are required to submit to shareholders a proposal to authorise the Board to carry out issues of shares and/or share equivalents without pre-emptive subscription rights for existing shareholders, reserved for members of a corporate savings plan (Plan d’Épargne d’Entreprise). The total number of shares that would be issued under this authorisation would be capped at 1% of the Company’s share capital as at the close of this meeting. Any shares and/or share equivalents issued under this proposed resolution would not be deducted from the ceilings specified in the other financial authorisations granted by shareholders. In application of Articles 443-5 and 443-6 of the French Labour Code, shares issued directly or indirectly under this authorisation would be offered at a discount of up to 20%, or 30% if they were subject to a lock-up of ten years or more. This authorisation is being sought for a period of 14 months. 138 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
5 ANNUAL GENERAL MEETING AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS WITH THIRD PARTIES AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS WITH THIRD PARTIES SHAREHOLDERS’ MEETING HELD TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 To the Shareholders, In accordance with our appointment as Statutory auditors by your Company, we hereby report on regulated agreements and commitments with third parties. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. Our role is also to provide you with the information provided for in Article R. 225-31 of the French Commercial Code in respect of the performance of the agreements and commitments, already approved by the Shareholders’ Meeting and having continuing effect during the year, if any. We conducted our procedures 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 guidelines require that we agree the information provided to us with the relevant source documents. AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING Pursuant to Article L. 225-38 of the French Commercial Code, we have not been advised of any agreement or commitment authorized during the year that was subject to the approval of the Shareholders’ Meeting. AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETING Pursuant to Article R. 225-30 of the French Commercial Code, we have been advised that the following agreements and commitments already approved in previous years by the Shareholders’ Meeting have had continuing effect during the year. With Mr. Thierry de La Tour d’Artaise 1. Nature and purpose: The employment contract of Mr. Thierry de La Tour d’Artaise, Chairman of SEB S.A., it being understood that such contract has been suspended for the duration of his term of office as corporate officer. Terms and conditions: In the event such employment contract is terminated at the employer’s initiative, except on grounds of serious misconduct or gross negligence, or at Mr. Thierry de La Tour d’Artaise’s initiative as a result of a change in the control of the SEB Group, his overall termination benefi ts shall be equivalent to two years’ compensation, payable subject to the performance criteria described in the agreement below. In the event Mr. Thierry de La Tour d’Artaise’s employment contract is terminated except for serious misconduct or gross negligence, he will be entitled to all the share purchase or subscription options granted to him under the same exercise terms and conditions had he remained in office. This provision shall also apply in the event Mr. Thierry de La Tour d’Artaise’s employment contract is terminated pursuant to his resignation from the Group, were such resignation to arise from a change in the control of the Group. However, he shall forfeit the options that will have been granted to him over the 18 months prior to the termination of his term of office as corporate officer. 2. Nature and purpose: Determination of the performance criteria governing the Chairman’s termination benefits. Terms and conditions: The Chairman’s termination benefi ts, equivalent to two years’ earned compensation plus bonuses, are adjusted for the percentage of objectives achieved over the 4 previous year-ends: if the average percentage achieved is below 50%, no termination benefits shall be paid; 5 GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 139
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FINANCIAL REPORT AND REGISTRATION D
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GROUP PROFILE AND KEY FIGURES 2010
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GROUPE SEB IN 2010 1 GROUPE SEB IN
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Financial Report and Registration Document 2010 - Groupe Seb

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