financial report and registration document 2011 - Groupe SEB

Financial Report and Registration Document 2011
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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
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