Annual report 2006 - Dexia.com

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GENERAL INFORMATION MANAGEMENT REPORT COMPTES CONSOLIDÉS COMPTES SOCIAUX aries including 1,053,095 at a price of EUR 11.88 (all beneficiaries except French beneficiaries) and 545,624 at a price of EUR 13.66 (French beneficiaries); f) 677,000 subscription rights of category “ESOP 2003” warrants were exercised by their beneficiaries at a price of EUR 11.37. These options were issued by the Board of Directors of Dexia SA on May 21, 2003 particularly in favor of certain members of staff and executives of the Company, its subsidiaries, sub-subsidiaries and branches. As a consequence of the subscription to the increase of capital within the context of the 2006 stock option plan, a total of 8,265,504 new shares with VVPR strips were issued, and as a consequence of the exercise of subscription rights 3,914,221 new shares with VVPR strips were issued, on December 20, 2006, taking the capital of the company from EUR 5,173,330,096.42 to EUR 5,228,138,858.92 (the balance being allocated to an issue premium account) represented by 1,161,050,929 shares. 6.1.7. December 28, 2006: capital increase – exercise of subscription rights (“F1998”, “A1999”, “A2000”, “ESOP 2000”, “ESOP 2001”, “ESOP 2002” warrants) The last capital increase of the year 2006 observed by notarized deed dated December 28, 2006, results from the exercise, by their beneficiaries, of 2,133,396 subscription rights mentioned hereafter, through the creation of 2,133,396 new shares with VVPR strips: a) 3,490 subscription rights of the category “F1998” warrants were exercised within the context of the stock option plan described in point 6.1.2.a above by their beneficiaries at a price of EUR 11.27; b) 12,377 subscription rights were exercised by their beneficiaries within the context of the stock option plan described in point 6.1.2.b above, of which 4,760 at a price of EUR 13.81 (“A1999” warrants) and 7,577 at a price of EUR 15.71 (“A2000” warrants); c) 49,400 subscription rights of the category “ESOP 2000” warrants were exercised within the context of the stock option plan described in point 6.1.2.c above by their beneficiaries at a price of EUR 14.58; d) 73,969 subscription rights of the category “ESOP 2001” warrants were exercised within the context of the stock option plan described in point 6.1.2.d above by their beneficiaries at a price of EUR 17.86 (“ESOP 2001” warrants); e) 1,994,200 subscription rights of the category “ESOP 2002” warrants were exercised within the context of the stock option plan described in point 6.1.2.e above by their beneficiaries including 1,976,750 at a price of EUR 11.88 (all beneficiaries except French beneficiaries) and 17,450 at a price of EUR 13.66 (French beneficiaries). As a consequence of this capital increase, the company’s share capital was increased to 5,237,739,140.92 (the balance being allocated to an issue premium account), represented by 1,163,184,325 shares. It is finally to be noted that, by a resolution of the Board of Directors of the company passed on May 23, 2006, it was decided to issue under the suspensive condition of their effective attribution a maximum of 10,500,000 subscription rights (“ESOP 2006” warrants) within the context of the 2006 Dexia stock option plan reserved for members of staff (including members of the management bodies of the Group) of the company and its subsidiaries in Belgium and other countries. The subscription price of these options was fixed at EUR 18.62 per subscription right and EUR 20.71 per subscription right for options attributed to members of staff and executives who carry on their professional activity in the Group’s subsidiaries in Turkey. 106 | Dexia / Annual Report 2006
GENERAL INFORMATION 6.2. SUMMARY TABLE OF DEXIA SUBSCRIPTION RIGHTS (“WARRANTS”) (AS OF DECEMBER 31, 2006) Exercise Exercise Number of Number of Number of Number of price period subscription subscription canceled residual (in EUR) rights rights subscription subscription allocated exercised rights rights from to because void Subscription rights allocated in 2000 “F1996” warrants 5.95 Sept. 3, 2001 Sept. 3, 2006 763,500 748,500 15,000 0 “F1997” warrants 8.10 May 27, 2002 May 27, 2007 994,250 848,071 146,179 “F1998” warrants 11.27 May 29, 2003 May 29, 2008 1,001,900 708,090 293,810 “ESOP 2000” warrants 14.58 Nov. 30, 2000 (1) Dec. 31, 2010 (1) 5,915,000 2,567,953 3,347,047 “Share Plan Net 2000” warrants 15.88 June 30, 2005 June 30, 2005 1,377,180 1,345,810 31,370 0 Subscription rights allocated in 2001 “ESOP 2001” warrants 17.86 June 30, 2004 (1) Dec. 31, 2011 (1) 8,100,000 1,606,969 6,493,031 “Share Plan Net 2001 + Germany” warrants 17.23 Oct. 26, 2006 Oct. 26, 2006 469,524 456,738 12,786 0 Subscription rights allocated in 2002 “ESOP 2002” warrants (2) 13.66/11.88 Sept. 30, 2005 (1) July 23, 2012 (1) 10,000,000 4,267,075 5,732,925 13.66 1,640,726 11.88 4,092,199 “Share plan Net 2002” warrants 10.97 Oct. 31, 2007 Oct. 31, 2007 495,096 0 495,096 “A1999 warrants 13.81 May 1, 2003 (1) July 31, 2007 (1) 1,994,406 1,109,020 885,386 “A2000 warrants 15.17 May 1, 2004 (1) July 31, 2008 (1) 1,597,184 477,431 1,119,753 Subscription rights allocated in 2003 “ESOP 2003” warrants 11.37 Sept. 30, 2006 (1) July 24, 2013 (1) 10,000,000 677,000 9,323,000 “Share Plan Net 2003” warrants 13.37 Oct. 31, 2008 Oct. 31, 2008 299,676 0 299,676 Subscription rights allocated in 2004 “ESOP 2004” warrants 13.56 Sept. 30, 2007 (1) July 24, 2014 (1) 10,000,000 0 10,000,000 “Share Plan Net 2004” warrants 15.77 Oct. 30, 2009 Oct. 30, 2009 184,074 0 184,074 MANAGEMENT REPORT COMPTES CONSOLIDÉS COMPTES SOCIAUX Subscription rights allocated in 2005 “ESOP 2005” warrants 18.03 June 30, 2008 (1) June 29, 2015 (1) 9,994,950 0 9,994,950 “Share Plan Net 2005” warrants 18.20 Oct. 29, 2010 Oct. 29, 2010 189,972 0 189,972 Subscription rights allocated in 2006 “ESOP 2006” warrants 18.62 June 30, 2009 (1) June 29, 2016 (1) 9,760,225 0 9,760,225 “ESOP 2006” warrants DenizBank 20.71 Dec. 15, 2009 Dec. 14, 2016 235,000 0 235,000 “Share Plan Net 2006” warrants 21.25 Oct. 29, 2011 Oct. 29, 2011 197,748 0 197,748 (1) Excluding specific conditions. (2) EUR 13.66: France/EUR 11.88: other countries. Dexia / Annual Report 2006 | 107
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no achievement without commitment
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FINANCIAL HIGHLIGHTS 4 MESSAGE FROM
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FINANCIAL HIGHLIGHTS FINANCIAL HIGH
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MESSAGE FROM THE CHAIRMEN MESSAGE F
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MESSAGE FROM THE CHAIRMEN MESSAGE F
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GROUP PRESENTATION GROUP PRESENTATI
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GROUP PRESENTATION HISTORY OF THE G
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GROUP PRESENTATION MANAGEMENT REPOR
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GROUP PRESENTATION MANAGEMENT REPOR
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GROUP PRESENTATION GROUP ORGANIZATI
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GROUP PRESENTATION Group Executive
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GROUP PRESENTATION MAIN ACTIVITIES
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GROUP PRESENTATION December Opening
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CORPORATE GOVERNANCE Dexia’s comp
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CORPORATE GOVERNANCE MANAGEMENT REP
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CORPORATE GOVERNANCE NAME SPECIALIZ
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CORPORATE GOVERNANCE NAME SPECIALIZ
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CORPORATE GOVERNANCE DIRECTORS’ A
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CORPORATE GOVERNANCE THE MANAGEMEN
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CORPORATE GOVERNANCE The maximum am
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THE DEXIA SHARE MANAGEMENT REPORT C
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THE DEXIA SHARE MAIN SHAREHOLDERS O
Page 58 and 59: HUMAN RESOURCES HUMAN RESOURCES Dex
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Page 62 and 63: HUMAN RESOURCES INITIATING AND CAS
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Page 96 and 97: INVESTOR SERVICES MANAGEMENT REPORT
Page 98 and 99: TREASURY AND FINANCIAL MARKETS MANA
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Page 112 and 113: CONSOLIDATED BALANCE SHEET 112 CONS
Page 114 and 115: CONSOLIDATED BALANCE SHEET ASSETS (
Page 116 and 117: CONSOLIDATED STATEMENT OF INCOME (i
Page 118 and 119: MINORITY INTERESTS Core Gains and l
Page 120 and 121: CONSOLIDATED CASH FLOW STATEMENT (i
Page 122 and 123: RAPPORT DE GESTION CONSOLIDATED FIN
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7.11. INTANGIBLE ASSETS AND GOODWIL
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A. Other assets Analysis by nature
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Present value of finance lease liab
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8. NOTES ON THE LIABILITIES OF THE
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B. Analysis by maturity and interes
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Convertible non-subordinated debt D
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D. Provisions for pensions and othe
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H. Range of assumptions to determin
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9. OTHER NOTES ON THE CONSOLIDATED
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Deferred tax coming from assets of
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2. Change in profit sharing reserve
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B. Nonlife contracts B.1. Income an
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9.4. RELATED PARTIES TRANSACTIONS A
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RAPPORT DE GESTION CONSOLIDATED FIN
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The assets and liabilities disposed
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9.8. SHARE-BASED PAYMENTS STOCK OPT
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9.9. MINORITY INTERESTS - CORE EQUI
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Dec. 31, 2005 Dec. 31, 2006 Banking
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10. NOTES ON THE CONSOLIDATED OFF-B
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11.3. NET INCOME FROM ASSOCIATES De
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11.6. COMMISSION INCOME AND EXPENSE
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(AVERAGE FTE) France Belgium Luxemb
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11.14. IMPAIRMENT ON GOODWILL Nil.
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12. NOTES ON RISK EXPOSURE (IN MILL
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12.2. CREDIT RISKS EXPOSURE A. Anal
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12.3. INTEREST RATE REPRICING RISK:
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RAPPORT DE GESTION CONSOLIDATED FIN
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12.6. LIQUIDITY RISK: BREAKDOWN BY
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12.7. CURRENCY RISK As of Dec. 31,
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BALANCE SHEET 216 OFF-BALANCE SHEET
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BALANCE SHEET (before income approp
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STATEMENT OF INCOME (in thousands o
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3.2.5. Amounts receivable after mor
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4.2.6. Amounts receivable within on
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RAPPORT DE GESTION COMPTES CONSOLID
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4.6. STATEMENT OF FORMATION EXPENSE
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4.10. SHARE IN THE CAPITAL AND OTHE
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D. Commitments to issue shares Amou
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4.19. OTHER TAXES AND TAXES BORNE B
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6. SOCIAL REPORT 6.1. STATEMENT OF
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6.3. STATEMENT CONCERNING THE IMPLE
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• there have been no transactions
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DEXIA IN THE WORLD RAPPORT DE GESTI
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RAPPORT DE GESTION Kommunalkredit D
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Dexia’s Annual Report 2006 has be
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SDXI 0109-5 03-07
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