Annual report 2006 - Dexia.com

GENERAL INFORMATION
MANAGEMENT REPORT
COMPTES CONSOLIDÉS
COMPTES SOCIAUX
GENERAL
INFORMATION
1. AUTHORIZED CAPITAL
(ARTICLE 608 OF THE COMPANY CODE)
The authorized capital was renewed by resolution of the
Extraordinary Shareholders’ Meeting held on May 10, 2006
for a further period of five years and up to a maximum
EUR 4,887,500,000 (excluding issue premium), a resolution
which entered into force on June 2, 2006. Until that date, it
was the authorization relating to authorized capital adopted
by resolution of the Extraordinary Shareholders’ Meeting held
on June 6, 2001 which was in force. During the 2006 financial
year, the Board of Directors made use of the authorized
capital on three occasions, the first two under the authorization
of June 6, 2001 and the third under the authorization of
May 10, 2006:
• at its meeting on May 23, 2006, the Board of Directors
decided to issue a maximum 10,500,000 warrants within the
context of the 2006 Dexia stock option plan (“ESOP 2006”),
with a withdrawal of the shareholders’ preferential subscription
right in favor of Group members of staff who are beneficiaries
of that plan. Of the maximum 10,500,000 warrants,
9,995,225 warrants were effectively issued;
• at its meeting on May 23, 2006, the Board of Directors
decided to issue a maximum 16,000,000 new shares, with
a withdrawal of the shareholders’ preferential subscription
right in favor of Group members of staff. Of the maximum
16,000,000 shares, 8,265,504 shares were finally issued;
• at its meeting on July 6, 2006, the Board of Directors
decided to increase the capital of the Company by issuing a
maximum of 80,000,000 new shares, on the condition and
to the extent of the effective subscription of the new shares
issued and withdrawal of the shareholders’ preferential subscription
right, within the context of an accelerated book build
transaction. The capital increase was observed on September
11, 2006. Out of the maximum 80,000,000 shares, a total of
62,176,166 new shares were created. Taking account of an
accounting par of EUR 4.50 per share, the available balance
of authorized capital was taken to EUR 4,607,707,253.00 at
the close of this transaction. This was the only transaction
carried out in 2006 under the new authorization relating to
authorized capital adopted by the aforementioned Extraordinary
Shareholders’ Meeting held on May 10, 2006.
Details of the conditions and consequences of these issues
is included in the special reports of the Board of Directors of
Dexia, copies of which are available on the Dexia Internet site
under the heading “Legal Information”.
2. ACQUISITION OF TREASURY SHARES
(ARTICLE 624 OF THE COMPANY CODE)
REASON FOR ACQUISITIONS
Acquisitions of treasury shares by the company during the
2006 financial year arise essentially from an asset and financial
management policy, including the optimization of equity
funding.
SUMMARY OF TRANSACTIONS OF TREASURY SHARES
Number of
Treasury shares (Dexia SA and direct subsidiaries)
shares in Number Accounting Average % in capital
Period from circulation of shares par (EUR) exchange as of as of
December 31, 2005 (subscribed as of value per Dec. 31, Dec. 31,
to December 31, 2006 capital) Dec. 31, 2006 share (EUR) 2005 2006
Situation at start
of period 1,107,469,030 20,546,944 4.50 18.198 1.86%
Acquisitions
of the period +2,369,120 4.50 21.106 +0.21%
Cancellations
for the period -22,096,720 -22,096,720 4.50 18.756 -2.00%
Transfers
over the period -340,004 4.50 12.680 -0.03%
Issues over the period +77,812,015
Situation
at end of period 1,163,184,325 479,340 4.50 10.759 0.04% 0.04%
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Dexia / Annual Report 2006