sain t-gobain annu al report 2008 annual report

Trading volume since September 2007
(source: Luxembourg Stock Exchange)
Luxembourg
Stock Exchange
ISIN LU0002804531
Number
of securities
Amount
(in €)
High
(in €)
Low
(in €)
2007
November 10,000 11,785 1,178.50 1,178.50
2008
May 2,000 2,342 1,173.50 1,168.50
June 10,000 11,568 1,163.50 1,150.00
Total 12,000 13,910
Ownership structure
Capital stock
At December 31, 2008, Compagnie de Saint-Gobain’s capital
stock amounted to €1,530,287,940, represented
by 382,571,985 common shares with a par value
of €4 compared with 374,216,152 shares at the previous
year-end. During the year, a total of 8,355,833 shares were
issued, including 8,272,947 shares offered to members
of the Group Savings Plan and 82,886 shares issued
upon exercise of the same number of stock options.
No other securities issued by Compagnie de Saint-Gobain
were traded on a stock market in 2008.
Ownership structure
in %
December 31, 2008 December 31, 2007 December 31, 2006 (1)
Capital stock Voting rights Capital stock Voting rights Capital stock Voting rights
Wendel 21.3 20.5 17.9 17.2 0.2 0.2
Employees, through corporate mutual funds 7.8 11.9 6.3 10.3 5.9 10.1
Caisse des Dépôts et Consignations 3.3 3.2 3.3 3.2 3.4 3.3
PREDICA 1.6 1.6 1.7 1.6 1.8 1.7
COGEMA 1.6 1.5 1.6 1.6 1.7 1.7
Axa Group 0.5 0.5 0.9 1.0 1.4 1.4
Treasury stock 1.2 0 1.2 0 1.8 0
Others 62.7 60.8 67.1 65.1 83.8 81.6
TOTAL 100 100 100 100 100 100
84
To the best of the company’s knowledge, there are no
shareholders’ pacts and none of the main shareholders
mentioned above are acting in concert.
No member of the Board of Directors or senior executive
of the Group personally holds shares representing more
than 0.5% of the capital stock.
Saint-Gobain does not hold any of its own shares,
except for the treasury stock mentioned above.
Based on the most recent survey of identifiable holders
of bearer shares, carried out at December 31, 2008,
the company has approximately 220,000 shareholders.
Since 1987, the company’s bylaws have included a clause
giving double voting rights to fully paid-up shares that have
been registered in the name of the same holder for at least
two years. Double voting rights are also attached to registered
shares allotted without consideration in respect of shares
carrying double rights in the case of a capital increase paid up
by capitalizing reserves, income or additional paid-in capital.
Double voting rights are forfeited if the shares are converted
to bearer form, sold or otherwise transferred. However,
transfers resulting from an inheritance, or the liquidation
of the marital estate or an inter vivos gift to the surviving
spouse or a relative in the line of succession do not result
in the double voting rights being lost and are not taken
into account in determining the two-year holding period.
At December 31, 2008, a total of 402,071,000 voting rights
were attached to the 382,571,985 shares outstanding
(including non-exercisable rights attached to treasury stock).
The potential number of shares at that date, assuming
exercise of the 21,213,094 outstanding stock options,
was 403,785,079.
In 2008, the company received the following notifications
under disclosure threshold rules:
Notification of an increase in Wendel’s interest to above
the 20% threshold on March 20, 2008, leading to the issue
of the following statement of intent:
“Wendel declares that:
• It does not intend to acquire control of the company.
• It is not acting in concert with other shareholders.
• It will not increase its interest to more than 21.5%, as stated
in the letter sent to the company on March 18, 2008.
Saint-Gobain - 2008 Annual Report
(1)
After conversion of Oceane bonds.