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financial report and registration document 2011 - Groupe SEB

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7 General<br />

Information on the Company <strong>and</strong> its share capital<br />

information on share capital<br />

SHAREHOLDER AGREEMENTS – CONCERTED<br />

VOTING BLOCK<br />

The FÉDÉRACTIVE <strong>and</strong> VENELLE INVESTISSEMENT family holdings,<br />

representing together with their associates 59.57% of voting rights,<br />

confi rmed their intention to implement a sustainable management policy<br />

for <strong>Groupe</strong> <strong>SEB</strong> in writing to the AMF (French Markets Authority) in letters<br />

dated 11 <strong>and</strong> 12 May 2009, with a view to ensuring the longevity of their<br />

control <strong>and</strong> thus pursuing the concerted voting block in place between the<br />

members of the Founder Group since May 1989.<br />

The non-renewal of the shareholder agreement of 5 November 2005 which<br />

ended on 5 November 2009 does not therefore terminate the concerted<br />

voting block existing between the parties to the agreement under the terms<br />

of Article L. 233-10 of the French Commercial Code (AMF D&I no. 209C0644<br />

dated 12 May 2009).<br />

The representatives of the two family holdings have further declared to the<br />

Board of Directors their wish to exchange views prior to any signifi cant<br />

decision <strong>and</strong> to maintain their previous agreement on the composition of the<br />

Board as determined in the agreement of 2005. In this respect, FÉDÉRACTIVE<br />

may propose the appointment of fi ve members of the Board <strong>and</strong> VENELLE<br />

INVESTISSEMENT may propose the appointment of four members.<br />

FÉDÉRACTIVE Agreement<br />

On 9 July 2008, <strong>SEB</strong> shareholder associates of FÉDÉRACTIVE signed a<br />

shareholder agreement reinforcing their commitment to the Group.<br />

The provisions of this agreement foresee preferential conditions between its<br />

signatories for the sale or acquisition of <strong>SEB</strong> shares held, as well as a binding<br />

exit clause. The provisions also envisage the participation of other investors<br />

willing to provide lasting commitment to the development of <strong>Groupe</strong> <strong>SEB</strong> <strong>and</strong><br />

to take part in shareholder policies alongside the FÉDÉRACTIVE Founder<br />

Group members (AMF D&I no. 208C1659 dated 11 September 2008).<br />

VENELLE INVESTISSEMENT Agreement<br />

On 12 May 2009, VENELLE INVESTISSEMENT, its associates <strong>and</strong><br />

shareholder members entered into a shareholder agreement to ensure that<br />

VENELLE INVESTISSEMENT, its associates <strong>and</strong> shareholder members<br />

mutually agree as a matter of priority to propose a prior right to acquisition<br />

applicable to any transfer or sale of share subject to pre-emptive rights (AMF<br />

D&I no. 209C0743 dated 27 May 2009).<br />

COLLECTIVE UNDERTAKINGS TO HOLD SHARES<br />

Two collective undertakings to hold <strong>SEB</strong> shares were renewed early on<br />

13 December <strong>2011</strong>, for a term of two years, by a number of <strong>SEB</strong> S.A.<br />

shareholders, including: VENELLE INVESTISSEMENT; Thierry de La Tour<br />

d’Artaise in his capacity as Chairman <strong>and</strong> Chief Executive Offi cer; individual<br />

family group shareholders; Foncière, Financière et de Participations Invest<br />

(FFP Invest); <strong>and</strong> other shareholders.<br />

These undertakings were as follows:<br />

� a collective undertaking to hold <strong>SEB</strong> shares, expiring on 28 December<br />

<strong>2011</strong>, extended to 13 December 2013, signed pursuant to Article 885 I<br />

bis of the French Income Tax Code (a “Dutreil” agreement) <strong>and</strong> pertaining<br />

to 20.56% of the capital <strong>and</strong> 27.58% of the voting rights of <strong>SEB</strong> S.A.;<br />

� a collective undertaking to hold <strong>SEB</strong> shares, expiring on 10 July 2012,<br />

extended to 13 December 2013, signed pursuant to Article 787 B of the<br />

French Income Tax Code (a “Jacob” agreement) <strong>and</strong> pertaining to 20.46%<br />

of the capital <strong>and</strong> 27.70% of the voting rights of <strong>SEB</strong> S.A.<br />

FFP Invest will have prior rights in the event of a family shareholder signatory<br />

deciding to sell more than 150,000 <strong>SEB</strong> shares to a third party.<br />

162 GROUPE <strong>SEB</strong> Financial Report <strong>and</strong> Registration Document <strong>2011</strong>

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