5General information about the CompanyInformation about the Company’s capitalChanges in share capital over the last five yearsDate share capitalwas recordedby the Board (or dateof the transaction)Increase(in €)Number of sharescreatedNumber of sharesmaking upthe share capitalPar valueof shares(in €)Totalshare capital(in €)Position at 31 December 2007 19/03/2008 49,545,002 €1.50 €74,317,503Position at 31 December 2008 10/03/2009 49,545,002 €1.50 €74,317,503Position at 31 December 2009 09/02/2010 49,545,002 €1.50 €74,317,503Position at 31 December 2010 09/03/2011 49,545,002 €1.50 €74,317,503Position at 31 December 2011 18/01/2012 49,545,002 €1.50 €74,317,503Share award plan 30/04/2012 €710,613 473,742 50,018,744 €1.50 €75,028,116Capital increase 09/07/2012 €150,056,232 100,037,488 150,056,232 €1.50 €225,084,348Reverse stock split 15/11/2012 25,009,372 €9.00 €225,084,348Position at 31 December 2012 22/01/2013 25,009,372 €9.00 €225,084,348Ownership structureVoting rights – number and particularsThe number of voting rights attached to the Company’s shares isbased on the proportion of capital those shares represent. Onlytreasury shares do not carry any voting rights, in accordance withArticle L. 225-210 of the French Commercial Code.Until 14 November 2012, each share carried one voting right and thenumber of voting rights was therefore equal to the number of shares.As described in “Information about the Company – Votingrights”, from 15 November 2012, the date of the reverse stocksplit, and up to 14 November 2014, each post-reverse split sharewith a par value of €9 carries six voting rights and each prereversesplit share carries one voting right.Accordingly, since 15 November 2012, the 25,009,372 sharescomprising the Company’s share capital together carry150,056,232 voting rights.As from 26 June 2014, the number of votes attached to outstandingshares will no longer necessarily be based on the proportionof capital those shares represent, since double voting rights willbe granted to each registered share registered in the name ofthe same holder for at least two years. The introduction of doublevoting rights was approved by the Annual General Meetingof 26 June 2012, and is designed to improve the stability of theCompany’s ownership structure and provide a more significantrole in the Company for long-term shareholders.As from the end of the period for the reverse stock split,i.e., 15 November 2014, pre-reverse split shares will be strippedof their voting rights in Shareholders’ Meetings pursuant toArticle 6 of Decree No. 048-1683 of 30 October 1948 definingcertain characteristics of marketable securities, and all shares inthe Company will carry one voting right, except for registeredshares carrying double voting rights as discussed above.Ownership structure – changes in 2012and position at 31 December 2012Following subscriptions to the 9 July 2012 capital increase, theCompany’s ownership structure has changed. Since the dateof the capital increase, the state-controlled investment vehicle,Fonds Stratégique d’Investissement (FSI), has held 20.09% ofSequana’s capital, and the shareholdings of Exor SA, DLMDand Allianz have decreased.The table below shows the breakdown of the Company’s ownershipstructure at 31 December 2012 compared to the two previousfinancial years.There was no significant change in ownership structure between31 December 2012 and the date on which this registration documentwas filed.Currently, there are no double voting rights and the number ofvoting rights is proportional to the number of shares. No shareholdershold any special voting rights.188 | Sequana | 2012 Document de référence (English version)
General information about the CompanyInformation about the Company’s capital 5Numberof sharesFSI5,024,916Exor SA (3)4,685,844DLMD (3)3,338,717Allianz group2,554,803Pascal Lebard (3) 64,36131/12/2012 (1) 31/12/2011 31/12/2010% capital20.0918.7413.3510.220.26% votingrights (2)20.0918.7413.3510.220.26Numberof shares–13,993,22910,016,1535,863,29213,093% capital–28.2420.2211.830.03% votingrights (2)–28.2420.2211.830.03Numberof shares–13,993,22910,016,1535,863,29213,093Public 9,231,426 36.91 36.91 19,334,232 39.02 39.02 19,437,309 39.23 39.23Treasury shares 109,305 0.43 – 325,003 0.66 – 221,926 0.45 –% capitalTOTAL 25,009,372 100.00 49,545,002 100.00 49,545,002 100.00(1) Information is provided based on the number of new shares after the reverse stock split on 15 November 2012.(2) Proportion of voting rights theoretically held by each shareholder based on all voting shares and including shares stripped of voting rights, pursuant to Article 223-11of the AMF’s General Regulations.(3) Between 6 July 2007 and 4 June 2012, Exor SA, DLMD and Pascal Lebard were bound by a shareholder agreement to act in concert with regard to the Companyand held 48% of Sequana’s share capital and voting rights (see below).–28.2420.2211.830.03% votingrights (2)–28.2420.2211.830.03To the Company’s knowledge, no other shareholder owns (or hasowned since 2010), directly or indirectly, more than 5% of theCompany’s capital or voting rights.Sequana carried out a survey of shareholders who held Sequanashares in registered or bearer form at 31 July 2012, i.e., after thecapital increase. At end-July 2012, approximately 14,000 shareholderswere identified, accounting for over 96% of the Company’sshare capital. Based on this survey, out of the 37% of theCompany’s shares held by the public (39% at 31 December 2011),6% are held by private fund managers (8% at end-2011), 37% byindividual investors (29% at end-2011) and 42% by institutionalinvestors (57% at end-2011). The geographical origin of institutionalinvestors was as follows: approximately 45% were based inFrance (versus 38% at end-2011), 36% in North America (35% atend-2011) and 19% in continental Europe (20% at end-2011). Thepercentage of shareholders in the rest of the world was not material,as was the proportion of shareholders in Great Britain andIreland, who held less than 1% of the Company at 31 July 2012compared to 7% at 31 December 2011.To the Company’s knowledge, 4,148 shareholders held Sequanashares in registered form at 31 December 2012 (source:BNP Paribas Securities Services).No Sequana shares were held by any of its subsidiaries. A total of80,115 shares were held by employees and former employees of theGroup through units in mutual funds invested in Sequana sharesat 31 December 2012, representing 0.32% of the Company’s capital(see “Employee savings” in Chapter 6 on page 203).Shareholder agreementsShareholder agreement in force until 4 June 2012On 6 July 2007, Pascal Lebard, Exor SA and DLMD, a familyruncompany controlled and managed by Pascal Lebard, signed ashareholder agreement to act in concert vis-à-vis Sequana.Signed for an initial term of three years for the purpose of stabilisingthe Company’s ownership structure, the agreement wasrenewed on 21 July 2010 for a further period of one year, and thenautomatically renewed in 2011.When the agreement was renewed in 2010, the parties undertookto maintain their respective stakes in Sequana. They agreed notto enter into any transactions involving Sequana shares, directlyor indirectly, alone or in concert, that would require them, individuallyor collectively, to make a public offer for the rest of theCompany’s capital. The parties also agreed to inform each otherimmediately of any transfer or acquisition of Sequana shares theymay carry out.Pascal Lebard also agreed not to reduce his stake in DLMD,except in the event of transfer of shares to a family member. Theagreement was to become automatically null and void in the eventthat the total stake held by the parties in Sequana fell below15%, if the stake held by DLMD and Pascal Lebard fell below5%, or if the stake held by Exor SA fell below 10%.When the agreement was automatically renewed in 2011, theloans contracted by DLMD in 2007 from its banks and fromExor SA were restructured. The debt owed by DLMD to Exor SAwas extinguished by DLMD’s sale of 790,190 Sequana shares(1.59% of share capital) to Exor SA on 30 July 2010. As a result ofthis transaction, DLMD’s interest in Sequana fell from 21.81%to 20.22%, while Exor SA’s interest in the Company increasedfrom 26.65% to 28.24%.On 30 July 2010, DLMD granted each of its two banks actingindependently (Royal Bank of Scotland and BNP ParibasArbitrage) a four-year call option on all of the Sequana sharesit owned. The exercise price of these options was fully paidup in advance by setting it off against the entire debt owed byDLMD to BNP Paribas and Royal Bank of Scotland (RBS). Inthe event that all or some of the options are exercised, DLMDcan choose to settle either in shares or in cash, calculated basedon the Sequana share price. The exercise of the options on all ofthe Sequana shares to which they give rights would extinguishDLMD’s outstanding debt in full.The shareholder agreement also stipulated that the Board ofDirectors should have ten members, including three appointedon the recommendation of Exor SA (including the Chairman ofthe Board), two on the recommendation of DLMD (includingthe Chief Executive Officer) and five on the joint recommendationof Exor SA and DLMD.Sequana | 2012 Document de référence (English version) | 189
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