Financial Report and Registration Document 2010 - Groupe Seb

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5 PROPOSED ANNUAL GENERAL MEETING RESOLUTIONS The meeting gives full powers to the Board of Directors, including the right to delegate such powers to the Chairman subject to compliance with the law, to determine the timing and terms of the capital increases, as well as the amounts thereof, to take the necessary action to protect the rights of existing shareholders of share equivalents, to deduct from the issue proceeds the amounts necessary to increase the legal reserve to 10% of the new capital, to take all appropriate measures to permit the execution of the operation, to carry out all actions and formalities required to effect the capital increase(s) and to amend the bylaws to reflect the new capital. This authorisation is given for a period of fourteen (14) months. SIXTEENTH RESOLUTION Blanket ceiling on financial authorisations The Extraordinary General Meeting, having considered the report of the Board of Directors, resolves, pursuant to the adoption of the above resolutions, to set at €10,000,000 the maximum aggregate par value of shares to be issued directly or on conversion, exchange, redemption or exercise of share equivalents pursuant to the thirteenth and fourteenth authorisations above, provided that said ceiling shall not include the par value of any additional shares to be issued to protect the rights of existing holders of share equivalents as required by law. SEVENTEENTH RESOLUTION Employee share issue The Extraordinary General Meeting, having considered the report of the Board of Directors and the Auditors’ special report, resolves, in accordance with Articles L. 225-129 to L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L. 443-1 et seq. of the French Labour Code: to authorise the Board of Directors to issue shares and share equivalents, on one or several occasions at its discretion, including in separate tranches, for subscription by members of an employee stock ownership plan set up for this purpose. The aggregate par value of shares issued directly or indirectly, on conversion, exchange, redemption or exercise of share equivalents, pursuant to this authorisation, shall not exceed €499,518. These powers may be delegated to any legally authorised person; that, having noted that this authorisation will automatically entail the waiver of shareholders’ pre-emptive right to subscribe shares and share equivalents issued under the authorisation in favour of members of the employee stock ownership plan, decides that said pre-emptive right will be cancelled; that – in accordance with Article L. 443-5 of the Labour Code – the shares may be offered for subscription at a 20% discount to the average of the prices quoted for the Company’s shares on Eurolist by Euronext Paris S.A. over the twenty trading days preceding the Board’s decision setting the opening date of the subscription period, or a 30% discount if the shares are offered to members of an employee stock ownership plan governed by Article L. 443-6 of the Labour Code provided that the lock-up period under the plan is at least ten years. The Board of Directors may replace all or part of the discount with a grant of shares or share equivalents, or reduce the discount or offer the shares at their market price, subject to compliance with the applicable legal and regulatory limits; that the Board of Directors may make matching payments to the employee stock ownership plan, in the form of shares or share equivalents, within the limits prescribed by Article L. 443-5 of the Labour Code; to give this authorisation for a period of fourteen (14) months; to grant full powers to the Board of Directors, including the power of delegation, to set all the terms and conditions of the issues. In particular, the Board shall be authorised to: decide to offer shares and share equivalents to employees of selected entities among the companies whose employees are eligible to invest in the employee stock ownership plan, set the terms and conditions of the issues to be carried out pursuant to this authorisation, decide the amount of each issue, the issue price and date, the subscription period and other terms and conditions, the terms and conditions of settlement and delivery, and the cum-rights dates of the shares or share equivalents, at its discretion, after each share issue, charge the issuance costs against the related premium and deduct from the premium the amount necessary to increase the legal reserve to one-tenth of the new capital, carry out any and all formalities in order to place on record the capital increase(s) effected pursuant to this authorisation, amend the bylaws to reflect the new capital and generally take all necessary or useful measures. EIGHTEENTH RESOLUTION Powers to carry out formalities The General Meeting gives full powers to the bearer of an original, extract or copy of the minutes of this meeting to carry out any and all formalities required by law. 146 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
ADDITIONAL INFORMATION 6 ADDITIONAL INFORMATION GENERAL INFORMATION CONCERNING SEB S.A. 148 Corporate objects (Article 3, company bylaws) 148 Statutory allocation of profits (Article 46, Company bylaws) 148 General Meetings of Shareholders (Article 30 and following, Company bylaws) 148 Double voting rights (Article 35, Company bylaws) 149 Limitation of voting rights 149 Statutory threshold clause (Article 8, Company bylaws) 149 Identity of bearer shareholders 149 Share capital at 31 December 2010 149 Elements which could affect a hypothetical takeover bid 150 STOCK MARKET AND DIVIDEND INFORMATION 160 Stock market 160 Stock market transactions over the last 18 months 160 Dividends – dividend supplement 161 CONSULTATION OF LEGAL DOCUMENTS 162 NOTES 163 SHARE CAPITAL BREAKDOWN AND CHANGES 151 Share capital breakdown and voting rights at 31 December 2010 151 Changes in share capital breakdown and voting rights over the last three years 153 Changes in share capital over the last five years 154 Potential share capital at 31 December 2010 154 Changes in share capital breakdown over the last three years 154 FINANCIAL AUTHORIZATIONS 155 Authorization to issue shares and other securities 155 Authorization for the Company to trade in its own shares 155 EMPLOYEE SHAREHOLDING 156 Staff mutual investment fund and direct employee shareholding 156 Bonus and profit-sharing schemes 156 Stock option and performance share allocation policy 157 History of stock option allocation for share subscription or purchase 158 Performance shares allocated to staff 159 6 GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 147
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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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1 GROUPE SEB IN 2010 MILESTONES IN
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1 GROUPE SEB IN 2010 BUSINESS SECTO
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Financial Report and Registration Document 2010 - Groupe Seb

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