Annual report 2009 - Dexia.com

Corporate governanceShareholder relationRelations with shareholdersManagement reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationShareholder baseThe following table shows the principal shareholders ofDexia SA (as at 31 December 2009):Name of shareholderPercentage of Dexia SA’sexisting sharesheld as at31 December 2009Caisse des dépôts etconsignations 17.61%Holding Communal 14.51%Arco Group 14.25%Belgian federal governmentthrough Société fédérale departicipations et d’investissement5.73%French governmentthrough Société de prisede participation de l’État 5.73%Ethias Group 5.04%CNP Assurances 2.96%Flemish Region throughVlaams Toekomstfonds 2.87%Walloon Region 2.01%Brussels-Capital Region 0.86%As at 31 December 2009, Dexia SA directly or indirectly held0.02% of its own shares. Members of staff of the DexiaGroup held 1.56% of the company’s capital.At that same date, and to the knowledge of the company,no individual shareholder, with the exception of Arco Group,Holding Communal, Caisse des dépôts et consignations,Ethias Group, Société de prise de participation de l’État,Société fédérale de participations et d’investissement, CNPAssurances, the Flemish Region (through Vlaams Toekomstfonds)and the Walloon Region, held 1% or more of the capitalof Dexia SA.In addition, the directors of Dexia SA held 10,420 shares inthe company as at 31 December 2009.Relations among shareholdersOn 30 August 2007, Dexia SA was informed of the conclusionby some of its shareholders (Arcofin, Holding Communal,Caisse des dépôts et consignations, Ethias and CNPAssurances) of an agreement to consult each other oncertain occasions whilst each retained the right to decidefreely on the resolutions to be passed with regard to thecompany.Dexia SA was informed of this agreement in accordance withArticle 74, § 7 of the law of 1 April 2007 on public tenderoffers (see section 6.4. of the General Information chapter inthis annual report on page 93).This agreement does not undermine the principles of governancein force within Dexia SA, including the role and functioningof the Shareholders’ Meeting and of the Board ofDirectors, the latter retaining its autonomy in establishing thestrategy and general policy of the Dexia Group.Dexia is attentive to the quality of its relations with bothindividual and institutional shareholders. These relations area priority for the Group, which wants to strengthen dialogueand transparency in relations with shareholders.Relations with individual shareholdersDexia maintains regular relations with its individual shareholders,with a Shareholders’ Meeting held on the second Wednesdayof May each year in Brussels. In addition to the meeting,over the years Dexia has developed a strict, regular and interactivemechanism for the provision of information to its shareholders,revolving around the European Club for IndividualShareholders and the European Advisory Board of IndividualShareholders. Individual shareholders also have the benefit of acall centre and dedicated sections on the internet site.Dexia SA Shareholders’ MeetingA key moment in the life of the company, the annual Shareholders’Meeting benefits from a special information system:in official notices published in the Belgian Gazette and in thelegal announcement bulletin, the BALO, in France; in noticespublished in the national financial press media in Belgium,France and Luxembourg; with information provided by thetoll-free number; in an invitation to attend the meeting availablein English, French and Dutch that can also be downloadedfrom the internet.Shareholders’ Meetings are broadcast live on the internet,allowing shareholders who cannot attend to follow thedebates and resolutions at the meetings.As requested by the Belgian Company Code, the level ofshareholding for the submission of proposals during a Shareholders’Meeting by a shareholder is 20%.The Ordinary Shareholders’ Meeting was held on 13 May2009 in Brussels, directly followed by an Extraordinary Shareholders’Meeting.A second Extraordinary Shareholders’ Meeting was held on24 June 2009 to rule in particular on the issue of subscriptionrights in favour of the Belgian and French States withinthe context of the guarantee granted by them for certainof Dexia’s liabilities associated with the Financial Productsactivity, retained by Dexia after the sale of FSA Insurance toAssured Guaranty on 1 July 2009.Meetings with individual shareholdersIn 2009, the Dexia management met Parisian shareholdersat the Espace Grande Arche in La Défense. That meetingwas chaired by Pierre Mariani, CEO, and Jean-Luc Dehaene,Chairman of the Board of Directors.The European Club for Individual ShareholdersThe European Club for Individual Shareholders today hasnearly 14,000 members, primarily Belgian and French shareholders.The club is a center for the distribution of the financialinformation to shareholders who want to follow theevolutions in the Group through publications and documentsdesigned specifically for them. Registration for the EuropeanClub of Dexia Shareholders can be made by telephone, e-mailor through the website www.dexia.com.16Dexia Annual report 2009