sain t-gobain annu al report 2008 annual report

Changes in capital over the last five years
Capital
stock
Number
of shares
01-04 €1,364,100,540 341,025,135 Cancellation of 6,799,832 shares
06-04 €1,380,497,308 345,124,327 Employee rights issue: 4,099,192 shares issued to the Group Savings Plan (€31.41 per share)
11-04 €1,362,569,200 340,642,300 Cancellation of 4,482,027 shares
12-04 €1,363,952,000 340,988,000 Issuance of 345,700 shares upon exercise of the same number of options
06-05 €1,381,021,880 345,255,470 Employee rights issue: 4,267,470 shares issued to the Group Savings Plan (€36.48 per share)
12-05 €1,381,025,080 345,256,270 Issuance of 800 shares upon exercise of the same number of options
06-06 €1,402,622,244 350,655,561 Employee rights issue: 5,399,291 shares issued to the Group Savings Plan (€40.84 per share)
12-06 €1,403,992,444 350,998,111 Issuance of 342,550 shares upon exercise of the same number of options
12-06 €1,473,678,892 368,419,723 Issuance of 17,421,612 shares on conversion of 4,355,403 Oceane bonds
01-07 €1,474,063,692 368,515,923 Issuance of 96,200 shares on conversion of 21,100 Oceane bonds and 11,800 shares
upon exercise of the same number of options
05-07 €1,479,834,028 369,958,507 Employee rights issue: 1,442,584 shares issued to the Group Savings Plan (€61.68 per share)
06-07 €1,481,310,428 370,327,607 Issuance of 369,100 shares upon exercise of the same number of options
06-07 €1,495,466,528 373,866,632 Employee rights issue: 3,539,025 shares issued to the Group Savings Plan (€58.05 per share)
07-07 €1,495,596,528 373,899,132 Issuance of 32,500 shares upon exercise of the same number of options
08-07 €1,495,726,928 373,931,732 Issuance of 32,600 shares upon exercise of the same number of options
09-07 €1,495,773,328 373,943,332 Issuance of 11,600 shares upon exercise of the same number of options
10-07 €1,495,789,428 373,947,357 Issuance of 4,025 shares upon exercise of the same number of options
11-07 €1,495,959,828 373,989,957 Issuance of 42,600 shares upon exercise of the same number of options
12-07 €1,496,864,608 374,216,152 Issuance of 226,195 shares upon exercise of the same number of options
05-08 €1,529,956,396 382,489,099 Employee rights issue: 8,272,947 shares issued to the Group Savings Plan (€51.751 per share)
12-08 €1,530,287,940 382,571,985 Issuance of 82,886 shares upon exercise of the same number of options
03-09 €1,962,356,788 490,589,197 Free allocation of 382,571,985 stock warrants exercisable on the basis of seven warrants
for two new shares at a price of €14 per share
86
Financial authorizations
At the Annual General Meeting of June 5, 2008, the Board
of Directors was given the following financial authorizations:
• Authorization to buy back (and resell) Saint-Gobain shares
representing up to 10% of total shares outstanding
at the date of the Meeting, at a maximum price of €90
per share. This authorization is valid until December 2009.
• Authorization to issue warrants while a takeover bid
for the company is in progress. The aggregate par value
of shares issued on conversion of the warrants may
not exceed €375 million. This authorization is valid
until December 2009.
The following financial authorizations given to the Board
at the Annual General Meeting of June 7, 2007 are still in force:
• Authorizations valid until August 2009:
- Authorization to cancel all or some of the shares acquired
under shareholder-approved buyback programs,
up to a maximum of 10% of outstanding shares in any
24-month period, and to reduce the capital accordingly.
- Authorization to issue shares, warrants and/or securities
convertible, redeemable or otherwise exercisable for shares,
with pre-emptive subscription rights for existing shareholders.
The aggregate par value of shares issued under
the authorization is capped at €590 million and the aggregate
nominal value of debt securities at €3,000 million.
- Authorization to issue shares, warrants and/or securities
convertible, redeemable or otherwise exercisable for shares,
without pre-emptive subscription rights but with a priority
subscription period for existing shareholders. The aggregate
par value of shares issued under the authorization is capped
at €295 million and the aggregate nominal value of debt
securities at €1,500 million. The authorization may also
be used to issue shares on conversion, redemption or exercise
of securities issued by subsidiaries.
- Authorization to issue shares in payment for shares or share
equivalents of another company. The number of shares issued
under this authorization may not exceed the equivalent of 10%
of the issued capital.
- Authorization to increase the capital by up to €74 million
by capitalizing additional paid-in capital, reserves, income
or other eligible items.
Saint-Gobain - 2008 Annual Report