Annual report 2010 - Dexia.com

Declaration of corporate governanceAgenda of the Shareholders’MeetingsThe agendas for the Ordinary Shareholders’ Meeting and theExtraordinary Shareholders’ Meeting to be held on Wednesday11 May 2011 in Brussels are available on the Dexia SA Internetsite: www.dexia.com.Warrants granted in 2001Exerciseprice(in EUR)fromExercise periodtoNumber ofsubscriptionrightsgrantedNumber ofsubscriptionrightsexercisedNumber ofsubscriptionrights cancelledas voidNumber of residualsubscription rightsbefore transfer (5)“ESOP 2001” Warrants 17.05 30 june 2004 (1) 31 Dec. 2011 (1) 8,100,000 2,715,038 115,750 5,499,997Warrants granted in 2002“ESOP 2002” Warrants 13.04/11.34 (2) 30 Sept. 2005 (1) 23 July 2012 (1) 10,000,000 5,541,057 234,774 4,374,096Warrants granted in 200313.04 1,121,01311.34 3,253,083“ESOP 2003” Warrants 10.85 30 Sept. 2006 (1) 24 July 2013 (1) 10,000,000 2,247,878 8,069,375Warrants granted in 2004“ESOP 2004” Warrants 12.94 30 Sept. 2007 (1) 24 July 2014 (1) 10,000,000 81,250 10,391,021Warrants granted in 2005“ESOP 2005” Warrants 17.77 30 june 2008 (1) 29 june 2015 (1) 9,994,950 15,000 110,100 10,339,793Warrants granted in 2006Share capitalShare capital as at 31 December 2010Summary table of Dexia Subscription rights (as at 31 December 2010)As at 31 December 2010, the share capital amounted toEUR 8,441,935,648.09, represented by 1,846,406,344 shareswithout indication of nominal value, of which 327,854,624registered shares, 1,508,960,651 dematerialised shares and9,591,069 bearer (physical) shares. The shares are listed onEuronext Brussels, Euronext Paris and the Luxembourg StockExchange.“ESOP 2006” Warrants 17.77 30 june 2009 (1) 29 june 2016 (1) 9,760,225 15,000 125,650 10,077,602“2006 network shareownership plan” Warrants 20.28 29 Oct. 2011 29 Oct. 2011 197,748 0 207,163“ESOP 2006” Warrants(DenizBank) 19.77 15 Dec. 2009 14 Dec. 2016 235,000 0 246,189Warrants granted in 2007“ESOP 2007” Warrants 22.19 30 june 2010 (1) 29 june 2017 (1) 10,322,550 0 10,778,325Warrants granted in 2008“ESOP 2008” Warrants 9.63 30 june 2011 29 june 2018 7,093,355 0 7,378,529“ESOP 2008” Warrants 12.08 30 june 2012 29 june 2018 3,466,450 0 3,598,397“FP State guarantee”Warrants (3) 12 May 2010 12 May 2011 (4) 2 0 0 2(1) Except under specific conditions.(2) 13.04: France/11.34: other countries.(3) Relates to the issue, decided by the Extraordinary Shareholders’ Meeting on 24 June 2010, of a subscription right (warrant) in favour of the State of Belgium and a subscriptionright (warrant) in favour of the State of France, in relation to the mechanism for repayment of the guarantee granted by the Belgian and French States with regard to the obligationsof Dexia related to the Financial Products activities of the FSA Group, within the context of the sale of FSA to Assured Guaranty. For a description of the specific characteristics ofthese subscription rights, please consult the special report of the Board of Directors of 12 May 2009: http://www.dexia.com/docs/2009/2009_legal/20090509_rapportSpecialFSA_FR.pdf.(4) Warrants are issued for a term of five years and their reissue, by cancellation of the existing warrants, will be submitted to the approval of the Shareholders’ Meeting every yearon the date of the Shareholders’ Meeting.(5) In order to protect warrant holders against adverse economic consequences arising from the issue of bonus shares following the resolution passed by the ExtraordinaryShareholders’ Meeting held on 12 May 2010, the exercise price for warrants was reduced and the number of warrants increased in accordance with an adjustment ratio determinedin line with the Corporate Action Policy of Euronext NYSE Liffe. Those adjustments were observed by notarised deed dated 25 November 2010. By virtue of that adjustment, warrantholders are in the same financial situation as before the issue of the bonus shares.Management reportConsolidatedfinancial statementsAdditional information Annual financial statementsAnnual report 2010 Dexia65