Financial Report and Registration Document 2010 - Groupe Seb

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6 GENERAL ADDITIONAL INFORMATION INFORMATION CONCERNING SEB S.A. ELEMENTS WHICH COULD AFFECT A HYPOTHETICAL TAKEOVER BID In compliance with Article L. 225-100-3 of the French Commercial Code, elements which could affect a hypothetical takeover bid are stated below: CAPITAL STRUCTURE OF THE COMPANY See following page: “Breakdown of share capital and voting rights on 31 December 2010.” POWERS OF THE BOARD OF DIRECTORS IN THE EVENT OF A TAKEOVER BID The General Meeting of 12 May 2010 authorized the Board of Directors to implement a share buyback programme in the event of a takeover bid, subject to legal and regulatory provisions. SHAREHOLDER AGREEMENTS OF WHICH THE COMPANY IS AWARE See below: “Shareholder Agreements – Concerted Voting Block”. 150 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
6 ADDITIONAL INFORMATION SHARE CAPITAL BREAKDOWN AND CHANGES SHARE CAPITAL BREAKDOWN AND CHANGES SHARE CAPITAL BREAKDOWN AND VOTING RIGHTS AT 31 DECEMBER 2010 Capital OGM EGM OGM EGM FÉDÉRACTIVE 10,225,930 20.47% 3 19,600,282 26.59% 3 FÉDÉRACTIVE Associates 1,600,496 3.21% 11,826,423 23,68% 3,061,685 4.15% 22,661,964 30.74% SUB-TOTAL 11,826,426 23.68% 11,826,426 23.68% 22,661,967 30.74% 22,661,967 30.74% VENELLE INVESTISSEMENT 7,461,243 14.94% 17,902 0.03% 14,889,897 20.20% 17,905 0.03% VENELLE INVESTISSEMENT Associates 2,054,675 4.11% 9,974,878 19.97% 3,859,931 5.24% 19,685,647 26.70% SUB-TOTAL (a) 9,515,918 19.05% 9,992,780 20.00% 18,749,828 25.44% 19,703,552 26.73% FOUNDER GROUP 21,342,344 42.73% 21,819,206 43.68% 41,411,795 56.18% 42,365,519 57.47% FFP 2,521,522 5.05% 2,521,522 5.05% 4,713,533 6.39% 4,713,533 6.39% Employees 1,485,852 2.97% 1,486,440 2.98% 2,798,705 3.80% 2,799,881 3.80% French Investors 9,129,196 18.28% 8,652,334 17.32% 10,358,848 14.05% 9,405,124 12.76% Foreign shareholders 10,632,028 21.28% 10,632,028 21.28% 10,716,474 14.54% 10,716,474 14.54% Individual French shareholders 2,860,186 5.72% 2,859,598 5.72% 3,719,485 5.04% 3,718,309 5.04% Treasury shares 1,980,698 3.97% 1,980,698 3.97% TOTAL 49,951,826 SHARES 73,718,840 VOTING RIGHTS (a) The usufruct of 476,862 SEB shares representing 953,724 voting rights, of which the bare ownership belongs to the associates of VENELLE INVESTISSEMENT, is held by the Fondation de France (462,000 shares and 924,000 voting rights) and by the Association Canoniale (14,862 shares, 29,724 voting rights). It is also stated that before each SEB General Meeting until 12 May 2013, the Fondation de France has undertaken to assign power of proxy of its voting rights to the associates of VENELLE INVESTISSEMENT for a total of 577,500 shares (including the 462,000 previously stated) and 1,155,000 voting rights. Vote The term “Founder Group” used in the table above refers to a group of natural persons who are either direct descendants of the LESCURE family or related to the family through marriage. The natural person members of the Founder Group hold SEB shares either: in full ownership; or in bare ownership where the corresponding usufruct has essentially been temporarily assigned to their respective holding company i.e.: FÉDÉRACTIVE: a controlling holding company, which principally represents the equity interests of the founding family, for natural person shareholders who are associates of FÉDÉRACTIVE, VENELLE INVESTISSEMENT: a family controlling holding company for natural person shareholders who are associates of VENELLE INVESTISSEMENT. As a reminder, voting rights attached to stripped shares belong to the bare holder for decisions concerning the Extraordinary General Meeting (EGM) and to the usufruct holder for those concerning the Ordinary General Meeting (OGM). The voting rights indicated in the table above, a total of 73,718,840, are “effective” voting rights. This number excludes shares without voting rights, such as treasury stock held by SEB S.A. The total number of “theoretical” voting rights is 75,699,538. This number includes, under the terms of Article 223–11 of the AMF general regulations, all shares with voting rights attached, as well as non-voting shares (for instance, shares held by SEB S.A. or treasury stock). On the basis of this total number of “theoretical” voting rights and for illustrative purposes: the FÉDÉRACTIVE sub-total amounts to 29.94% of the OGM and EGM voting rights; the VENELLE INVESTISSEMENT sub-total amounts to 24.77% of the OGM voting rights and 26.03% of the EGM voting rights; as a whole, the Founder Group sub-total amounts to 54.71% of the OGM voting rights and 55.97% of the EGM voting rights. Registered nominal shares held by the same person for at least five years give entitlement to double voting rights. 6 GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 151
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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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Page 101 and 102: 3 CONSOLIDATED FINANCIAL STATEMENTS
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Financial Report and Registration Document 2010 - Groupe Seb

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