Financial Report and Registration Document 2010 - Groupe Seb

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6 GENERAL ADDITIONAL INFORMATION INFORMATION CONCERNING SEB S.A. GENERAL INFORMATION CONCERNING SEB S.A. Corporate name: SEB S.A. Registered head office: Les 4M, Chemin du Petit Bois, 69130, Ecully, France Tel.: +33 (0)4 72 18 18 18 | Fax: +33 (0) 472 18 16 55 Business registration number: 300.349.636 RCS Lyon Industrial classification (NACE) code: 6420 Z Status: limited company Financial year: 1 January to 31 December Governing law: French Duration: 99 years from 1973 CORPORATE OBJECTS (ARTICLE 3, COMPANY BYLAWS) The object of the Company in France and abroad covers: investment in any company involved in any form of business and, in consequence, the acquisition or subscription of all types of shares, warrants, capital holdings and interests, all types of securities, as well as the disposal of the said investments and marketable securities; all operations concerning the financing of its subsidiaries and other companies in which it owns or may acquire a holding; the acquisition and registration of patents or inventions and the granting of all forms of licences for the use of these patents; the acquisition, construction and management of real estate and its disposal; all operations contributing to the development of the Company and to the achievement of the objects specified above. STATUTORY ALLOCATION OF PROFITS (ARTICLE 46, COMPANY BYLAWS) Profits are allocated in accordance with legal requirements and regulations. Payment of dividends is done in priority over distributable profits. The Annual General Meeting may offer shareholders an option to choose payment of dividends in cash or in the form of new shares. A supplementary dividend payment per share of 10% of the unit value of the dividend in question, which may be rounded down to the nearest even number of euro cents, shall be paid in respect of shares registered without interruption by the same shareholder in the nominal register for at least two financial years preceding the dividend payment, and which are still registered on the ex-dividend date. For any one shareholder, this supplement is limited to a number of shares which may not exceed 0.5% of share capital. This supplement can be altered or cancelled by decision of an Extraordinary General Meeting of Shareholders which will then decide on any new terms and conditions. The General Meeting also has the power to decide on the distribution of amounts to be drawn from the reserves at its disposal. In this case, the reserve accounts from which funds are to be drawn are explicitly indicated. GENERAL MEETINGS OF SHAREHOLDERS (ARTICLE 30 AND FOLLOWING, COMPANY BYLAWS) Shareholders are notified of the AGM in accordance with legal requirements. Each shareholder has the right to attend General Meetings or to be represented, regardless of the number of shares held, provided that the said shares are fully paid up and registered in either the shareholder’s name or in the name of the intermediary registered on the shareholder’s behalf, at zero hour, French time, on the third business day preceding the General Meeting, either in the accounts of registered shares held by the Company, or in bearer share accounts held by the qualified intermediary. 148 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
6 ADDITIONAL INFORMATION GENERAL INFORMATION CONCERNING SEB S.A. DOUBLE VOTING RIGHTS (ARTICLE 35, COMPANY BYLAWS) Each member attending the meeting is entitled to exercise one vote for every share they hold or represent. However, double voting rights are conferred on fully-subscribed, registered nominal shares held by the same person for at least five years (decision by the General Meeting of 15 June 1985). Entitlement to double voting rights expires if the shares concerned are converted to bearer status or if their ownership is transferred, except in cases where the transfer involves a change of name in the nominal register subsequent to family inheritance or endowment. In the event of an increase in capital by incorporation of reserves, income or issue premiums, double voting rights are conferred, from the time of issue, on registered shares allocated free of charge to a shareholder on the basis of shares already held which bear this entitlement. LIMITATION OF VOTING RIGHTS There is no statutory limitation on voting rights. STATUTORY THRESHOLD CLAUSE (ARTICLE 8, COMPANY BYLAWS) There exists an obligation to disclose any holding which exceeds a threshold of 2.5% (or any multiple thereof) of the Company’s capital or voting rights. IDENTITY OF BEARER SHAREHOLDERS The Company may at any time, in accordance with legal provisions and regulations in force, ask the Euroclear France securities settlement agency to provide: the personal name or company name, address and nationality of holders of shares in the Company; the quantity of shares held by each of them; where applicable, any restrictions to which these shares may be subject. SEB S.A. made such a request to know the identity of its shareholders on 31 December 2010. SHARE CAPITAL AT 31 DECEMBER 2010 At 31 December 2010, share capital stood at €49,951,826 and was made up of 49,951,826 fully paid-up shares, representing 75,699,538 total “theoretical” voting rights, and 73,718,840 effective voting rights (excluding treasury stock). There are no stricter conditions than the law to modify shareholder rights. 6 GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 149
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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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Page 137 and 138: ANNUAL GENERAL MEETING 5 ANNUAL GEN
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Page 165 and 166: NOTES GROUPE SEB FINANCIAL REPORT A
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Financial Report and Registration Document 2010 - Groupe Seb

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