financial report and registration document 2011 - Groupe SEB

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7 General Information on the Company and its share capital information concerning SEB S.A Elements which could aff ect a hypothetical takeover bid In compliance with Article L. 225-100-3 of the French Commercial Code, elements which could affect a hypothetical takeover bid are stated below: CAPITAL STRUCTURE OF THE COMPANY See following page: “Breakdown of share capital and voting rights on 31/12/2011.” SHAREHOLDER AGREEMENTS OF WHICH THE COMPANY IS AWARE See page 162: “Shareholder agreements – concerted voting block”. POWERS OF THE BOARD OF DIRECTORS IN THE EVENT OF A TAKEOVER BID The General Meeting of 17 May 2011 authorised the Board of Directors to implement a share buyback programme in the event of a takeover bid, subject to legal and regulatory provisions. 160 GROUPE SEB Financial Report and Registration Document 2011
Financial Report and Registration Document 2011 7 Information on the Company and its share capital General information on share capital 7.2. GENERAL INFORMATION ON SHARE CAPITAL Breakdown of share capital and voting rights on 31 December 2011 Share capital Votes OGM EGM OGM EGM FÉDÉRACTIVE 10,152,018 20.33% 0 19,587,877 27.50% 0 FÉDÉRACTIVE Associates 1,629,203 3.26% 11,781,221 23.58% 3,126,090 4.39% 22,713,967 31.89% SUB-TOTAL 11,781,221 23.59% 11,781,221 23.58% 22,713,967 31.89% 22,713,967 31.89% VENELLE INVESTISSEMENT 7,461,243 14.94% 17,902 0.04% 14,889,963 20.91% 17,905 0.03% VENELLE INVESTISSEMENT Associates 2,070,646 4.14% 9,990,849 20.00% 3,869,591 5.43% 19,695,373 27.65% SUB-TOTAL (a) 9,531,889 19.08% 10,008,751 20.04% 18,759,554 26.34% 19,713,278 27.68% FOUNDER GROUP 21,313,110 42.67% 21,789,972 43.62% 41,473,521 58.23% 42,427,245 59.57% FFP Invest 2,521,522 5.05% 2,521,522 5.05% 2,521,522 3.54% 2,521,522 3.54% Employees 1,543,562 3.09% 1,543,562 3.09% 2,819,720 3.96% 2,819,720 3.96% French investors (a) 9,512,003 19.04% 9,035,141 18.09% 10,788,224 15.15% 9,834,500 13.81% Foreign shareholders 9,011,560 18.04% 9,011,725 18.04% 9,093,052 12.77% 9,093,382 12.77% Individual shareholders 3,718,272 7.44% 3,718,107 7.44% 4,533,432 6.35% 4,533,102 6.35% Treasury shares 2,331,797 4.67% 2,331,797 4.67% TOTAL 49,951,826 SHARES 71,229,471 VOTING RIGHTS (a) The usufruct of 476,862 SEB shares representing 953,724 voting rights, of which bare ownership belongs to the associates of VENELLE INVESTISSEMENT, is held by the Fondation de France (462,000 shares, 924,000 voting rights) and by the Association Canoniale (14,862 shares, 29,724 voting rights). It is also stated that before each SEB General Meeting until 12 May 2013, the Fondation de France has undertaken to assign power of proxy of its voting rights to the associates of VENELLE INVESTISSEMENT for a total of 577,500 shares (including the 462,000 previously stated) and 1,155,000 voting rights. The term “Founder Group” used in the table above refers to a group of natural persons who are either direct descendants of the Lescure family or related to the family through marriage. The natural person members of the Founder Group hold SEB shares either: � in full ownership; � or in bare ownership where the corresponding usufruct has essentially been temporarily assigned to their respective holding company i.e.: � FÉDÉRACTIVE: a controlling holding company, which principally represents the equity interests of the founding family, for natural person shareholders who are associates of FÉDÉRACTIVE, � VENELLE INVESTISSEMENT: a family controlling holding company for natural person shareholders who are associates of VENELLE INVESTISSEMENT. As a reminder, voting rights attached to stripped shares belong to the bare holder for decisions concerning the Extraordinary General Meeting (EGM) and to the usufruct holder for those concerning the Ordinary General Meeting (OGM). The voting rights indicated in the table above, a total of 71,229,471, are “effective” voting rights. This number excludes shares without voting rights, such as treasury stock held by SEB S.A. The total number of “theoretical” voting rights is 73,561,268. This number includes, under the terms of Article 223–11 of the AMF general regulations, all shares with voting rights attached, as well as non-voting shares (for instance, shares held by SEB S.A. or treasury stock). On the basis of this total number of “theoretical” voting rights and for illustrative purposes: � the FÉDÉRACTIVE sub-total amounts to 30.88% of the OGM and EGM voting rights; � the VENELLE INVESTISSEMENT sub-total amounts to 25.50% of the OGM voting rights and 26.80% of the EGM voting rights; � as a whole, the Founder Group sub-total amounts to 56.38% of the OGM voting rights and 57.68% of the EGM voting rights. Registered nominal shares held by the same person for at least fi ve years give entitlement to double voting rights. GROUPE SEB 7 161
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FINANCIAL REPORT and REGISTRATION D
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This Registration Document was fi l
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1Presentation of the Group 1.1. KEY
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Financial Report and Registration D
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1.3. BUSINESS SECTORS As a global l
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1.4. GROUP STRATEGY A long-term str
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In 2011, with only a few rare excep
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for an amount of €465 million, mo
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policy (monitored by a Steering Com
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INTEREST-RATE RISK AND CURRENCY RIS
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2Corporate governance 2.1. BOARD OF
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DAMARYS BRAIDA Member of the Founde
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JEAN-NOËL LABROUE Independent dire
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Attendance fees The maximum amount
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2.3. GROUP MANAGEMENT BODIES Group
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BENEFITS IN KIND Thierry de La Tour
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TABLE 4 Stock option allocation for
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TABLE 10 General information about
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� respect for rules governing div
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THE INFORMATION SYSTEMS DEPARTMENT
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3Corporate, social and environmenta
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Breakdown of changes in staffi ng (
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Persons with disabilities (Worldwid
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Overtime (Worldwide) 2011: In Franc
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Bonuses and profi t sharing (France
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3 Corporate, social and environment
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4Commentary on the fi nancial year
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Raw materials The Group’s busines
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Groupe SEB receives recognition As
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Quarterly curve of 2010 organic gro
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In North America, 2011 was marked b
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in 2010 to €261 million in 2011)
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Cash fl ow and investment In €M 3
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4.5. FINANCIAL REVIEW OF SEB S.A. S
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5Consolidated fi nancial statements
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5.2. CONSOLIDATED RATIOS (in %) 201
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Consolidated balance sheet At 31 De
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Consolidated statement of changes i
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5.4. NOTES TO THE CONSOLIDATED FINA
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The assumptions used - which mainly
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Derivative instruments designated a
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C) RESTRUCTURING PROVISIONS The Gro
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The provisional value assigned to t
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(in € millions) France Financial
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Note 3.2. REVENUE BY GEOGRAPHICAL L
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� €1 million in compensation co
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NOTE 8 INCOME TAXES Note 8.1. INCOM
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NOTE 9 EARNINGS PER SHARE Financial
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The discount rates used were determ
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2009 (in € millions) Land Buildin
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Page 111 and 112: NOTE 19 EQUITY Note 19.1. SHARE CAP
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Page 115 and 116: Note 21.1. PRODUCT WARRANTIES Provi
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Page 121 and 122: NOTE 23 TRADE PAYABLES AND OTHER LI
Page 123 and 124: Note 24.2. NET DEBT Financial Repor
Page 125 and 126: Non-current financial assets consis
Page 127 and 128: currencies are partly hedged by mea
Page 129 and 130: The following table analyses fi nan
Page 131 and 132: (in € millions) Expenses Financia
Page 133 and 134: IFRIC interpretation no. 6 adopted
Page 135 and 136: NOTE 32 LIST OF CONSOLIDATED COMPAN
Page 139 and 140: Specifi c verifi cation Financial R
Page 141 and 142: 6Company fi nancial statements 6.1.
Page 147 and 148: Note 2.3. NON-CURRENT FINANCIAL ASS
Page 149 and 150: NOTE 4 OTHER RECEIVABLES Financial
Page 151 and 152: NOTE 9 ACCRUALS ACCOUNTS Note 9.1.
Page 153 and 154: NOTE 13 OFF-BALANCE SHEET COMMITMEN
Page 157 and 158: 6.4. STATUTORY AUDITORS’ REPORT O
Page 159 and 160: 7Information on the Company and its
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Page 167 and 168: 7.3. FINANCIAL AUTHORISATIONS Finan
Page 169 and 170: HOLDING CONDITIONS APPLICABLE TO TH
Page 171 and 172: 7.5. STOCK MARKET AND DIVIDEND INFO
Page 173 and 174: 8Annual General Meeting 8.1. REPORT
Page 175 and 176: Board of Directors Financial Report
Page 179 and 180: 8.3. PROPOSED RESOLUTIONS Proposed
Page 181 and 182: AUTHORISATION TO TRADE IN THE COMPA
Page 183 and 184: AUTHORISATION TO MAKE PERFORMANCE S
Page 185 and 186: � that the Board of Directors sha
Page 187 and 188: SEVENTEENTH RESOLUTION: EMPLOYEE SH
Page 189 and 190: 9Additional information 9.1. CONSUL
Page 193 and 194: Fees paid to Statutory auditors The
Page 197 and 198: 9.6. REGISTRATION DOCUMENT CROSS- R
Page 199 and 200: 21 - ADDITIONAL INFORMATION Financi
Page 201 and 202: NOTES Financial Report and Registra
Page 203 and 204: FINANCIAL AGENDA 2012 26 APRIL AFTE
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