Annual report 2010 - Dexia.com

Declaration of corporate governanceNumber of sharesheld with votingrights2009 2010Percentage ofshares held withvoting rightsNumber of sharesheld with votingrightsPercentage ofshares held withvoting rightsArcofin SCRL 246,450,499 (1) 13.98% 248,813,296 (4) 13.48%Arcopar SCRL 1,867,684 (1) 0.11% 2,571,219 (4) 0.14%Arcoplus SCRL 388,739 (1) 0.02% 530,092 (4) 0.03%Arcosyn SA 464,139 (1) 0.03% 605,492 (4) 0.03%Auxipar SA 790,502 (1) 0.04% 931,855 (4) 0.05%Holding Communal 256,981,170 (2) 14.58% 267,444,856 (5) 14.48%CNP Assurances SA 52,292,439 (3) 2.97% 54,677,878 (6) 2.96%Caisse des dépôts et consignations 310,436,225 (3) 17.61% 325,218,902 (6) 17.61%Ethias Droit Commun 0 (2) 0.00% 0 (4) 0.00%Belré SA 11,695,763 (2) 0.66% 0 (4) 0.00%Nateus Life SA 144,000 (2) 0.01% 0 (4) 0.00%Nateus SA 48,710 (2) 0.03% 0 (4) 0.00%Ethias SA (formerly Nateus SA) 72,758,790 (2) 4.13% 93,065,092 (4) 5.04%Ethias Investment RDT-DBI SA 3,350,500 (2) 0.19% 0 (4) 0.00%Ethias Finance SA 0 (2) 0.00% 0 (4) 0.00%(1) As at 30 August 2009.(2) As at 31 August 2009.(3) As at 1 September 2009.(4) As at 31 August 2010.(5) As at 27 August 2010.(6) As at 26 August 2010.Powers of the administrative body, in particularconcerning the power to issue or repurchasesharesIn accordance with Articles 607 and 620 of the CompanyCode, the Shareholders’ Meeting may grant to the Boardof Directors certain powers to increase the capital and topurchase own shares. Within this context, the ExtraordinaryShareholders’ Meeting on 12 May 2010 decided to renew thefollowing authorisations granted to the Board of Directors.Authorisation to increase the capital within thelimits of the authorised capital during a tenderofferThe Extraordinary Shareholders’ Meeting held on 12 May 2010expressly authorised the Board of Directors, in accordancewith legal provisions, for a period of three years, in the caseof a tender offer on the companies shares, to increase thecapital by way of contributions in kind or in case with thepossibility of limiting or removing the preferential subscriptionright of existing shareholders, without the total amount ofthose increases of capital (excluding issue premium) exceedingthe balance of the authorised capital.Authorisation to acquire or to dispose of ownshares in order to avoid the company sufferingserious, imminent prejudiceThe Extraordinary Shareholders’ Meeting on 12 May 2010renewed for a period of three years the authorisationsgranted to the Board of Directors referred to in Article 7 §§2 and 3 of the company’s articles of association, to acquireand to dispose of own shares in order to avoid serious,imminent prejudice (these authorisations are also valid fordirect subsidiaries within the meaning of Article 627 § 1 ofthe Company Code).Agreements between the company Dexia SAand members of the management body and itsstaff, which provide indemnities if members ofthe management body resign or must leave theirposts without valid reason or if the employmentof members of staff ends by virtue of a tenderofferThe contract of employment concluded between Dexia SAand Mr André Vanden Camp as a member of the Company’sExecutive Committee provides that, if the contract isterminated following a change of control, he will be paid asingle and fixed indemnity equal to 18 months of fixed andvariable salary. That indemnity is subject to a condition ofperformance in the sense that the indemnity will be reducedif an assessment of Mr André Vanden Camp’s performancefinds that it has deteriorated.The management agreement concluded between Dexia SAand Mr Philippe Rucheton as a member of the Company’sManagement Board provides an indemnity equal to 18 monthsof fixed and variable salary if the agreement is terminated byDexia SA before Mr Philippe Rucheton has reached the age of65 years, within a deadline of 12 months following a changeof control. The fixed indemnity corresponding to a period of18 months may not however exceed the number of monthsbetween the date of termination and the date on which MrPhilippe Rucheton reaches the age of 65 years.Management reportConsolidatedfinancial statementsAdditional information Annual financial statementsAnnual report 2010 Dexia67