Financial Report and Registration Document 2010 - Groupe Seb

6 SHARE
ADDITIONAL INFORMATION
CAPITAL BREAKDOWN AND CHANGES
SHAREHOLDER AGREEMENTS – CONCERTED
VOTING BLOCK
The FÉDÉRACTIVE and VENELLE INVESTISSEMENT family holdings,
representing together with their associates 57.47% of voting rights,
confi rmed their intention to implement a sustainable management policy
for Groupe SEB in writing to the AMF (French Markets Authority) in letters
dated 11 and 12 May 2009, with a view to ensuring the longevity of their
control and thus pursuing the concerted voting block in place between the
members of the Founder Group since May 1989.
The non-renewal of the shareholder agreement of 5 November 2005 which
ended on 5 November 2009 does not therefore terminate the concerted
voting block existing between the parties to the agreement under the terms
of L. 233-10 of the French Commercial Code (AMF D&I no. 209C0644 dated
12 May 2009).
The representatives of the two family holdings have further declared to the
Board of Directors their wish to exchange prior to any significant decision
and to maintain their previous agreement on the composition of the Board
as determined in the agreement of 2005. In this respect, FÉDÉRACTIVE
may propose the appointment of five members of the Board and VENELLE
INVESTISSEMENT may propose the appointment of four members.
FÉDÉRACTIVE Agreement
On 9 July 2008, SEB shareholder associates of FÉDÉRACTIVE signed a
shareholder agreement reinforcing their commitment to the Group.
The provisions of this agreement foresee preferential conditions between its
signatories for the sale or acquisition of SEB shares held, as well as a binding
exit clause. The provisions also envisage the participation of other investors
willing to provide lasting commitment to the development of Groupe SEB and
to take part in shareholder policies alongside the FÉDÉRACTIVE Founder
Group members (AMF D&I no. 208C1659 dated 11 September 2008).
VENELLE INVESTISSEMENT Agreement
On 12 May 2009, VENELLE INVESTISSEMENT, its associates and
shareholder members entered into a shareholder agreement to ensure that
VENELLE INVESTISSEMENT, its associates and shareholder members
mutually agree as a matter of priority to propose a prior right to acquisition
applicable to any transfer or sale of share subject to pre-emptive rights (AMF
D&I no. 209C0743 dated 27 May 2009).
COLLECTIVE UNDERTAKING TO HOLD SHARES
A collective undertaking to hold SEB shares covering 22.66% of the capital
and 26.60% of the voting rights of SEB S.A., was signed on 28 December
2005 by a number of SEB S.A. shareholders: VENELLE INVESTISSEMENT,
Thierry de La Tour d’Artaise in his capacity as Chairman and Chief Executive
Offi cer, individual family group shareholders, Foncière, Financière et de
Participation (FFP), and other shareholders (AMF D&I no. 206C0032 dated
5 January 2006).
This agreement, lasting for six years, was concluded under the terms of
Article 885 I b of the French Income Tax Code (a “Dutreil” agreement).
FFP shall have prior rights in the event of a family shareholder signatory
deciding to sell more than 50,000 SEB shares to a third party.
152 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB