financial report and registration document 2011 - Groupe SEB

7 General
Information on the Company and its share capital
information on share capital
SHAREHOLDER AGREEMENTS – CONCERTED
VOTING BLOCK
The FÉDÉRACTIVE and VENELLE INVESTISSEMENT family holdings,
representing together with their associates 59.57% of voting rights,
confi rmed their intention to implement a sustainable management policy
for Groupe SEB in writing to the AMF (French Markets Authority) in letters
dated 11 and 12 May 2009, with a view to ensuring the longevity of their
control and thus pursuing the concerted voting block in place between the
members of the Founder Group since May 1989.
The non-renewal of the shareholder agreement of 5 November 2005 which
ended on 5 November 2009 does not therefore terminate the concerted
voting block existing between the parties to the agreement under the terms
of Article L. 233-10 of the French Commercial Code (AMF D&I no. 209C0644
dated 12 May 2009).
The representatives of the two family holdings have further declared to the
Board of Directors their wish to exchange views prior to any signifi cant
decision and to maintain their previous agreement on the composition of the
Board as determined in the agreement of 2005. In this respect, FÉDÉRACTIVE
may propose the appointment of fi ve members of the Board and VENELLE
INVESTISSEMENT may propose the appointment of four members.
FÉDÉRACTIVE Agreement
On 9 July 2008, SEB shareholder associates of FÉDÉRACTIVE signed a
shareholder agreement reinforcing their commitment to the Group.
The provisions of this agreement foresee preferential conditions between its
signatories for the sale or acquisition of SEB shares held, as well as a binding
exit clause. The provisions also envisage the participation of other investors
willing to provide lasting commitment to the development of Groupe SEB and
to take part in shareholder policies alongside the FÉDÉRACTIVE Founder
Group members (AMF D&I no. 208C1659 dated 11 September 2008).
VENELLE INVESTISSEMENT Agreement
On 12 May 2009, VENELLE INVESTISSEMENT, its associates and
shareholder members entered into a shareholder agreement to ensure that
VENELLE INVESTISSEMENT, its associates and shareholder members
mutually agree as a matter of priority to propose a prior right to acquisition
applicable to any transfer or sale of share subject to pre-emptive rights (AMF
D&I no. 209C0743 dated 27 May 2009).
COLLECTIVE UNDERTAKINGS TO HOLD SHARES
Two collective undertakings to hold SEB shares were renewed early on
13 December 2011, for a term of two years, by a number of SEB S.A.
shareholders, including: VENELLE INVESTISSEMENT; Thierry de La Tour
d’Artaise in his capacity as Chairman and Chief Executive Offi cer; individual
family group shareholders; Foncière, Financière et de Participations Invest
(FFP Invest); and other shareholders.
These undertakings were as follows:
� a collective undertaking to hold SEB shares, expiring on 28 December
2011, extended to 13 December 2013, signed pursuant to Article 885 I
bis of the French Income Tax Code (a “Dutreil” agreement) and pertaining
to 20.56% of the capital and 27.58% of the voting rights of SEB S.A.;
� a collective undertaking to hold SEB shares, expiring on 10 July 2012,
extended to 13 December 2013, signed pursuant to Article 787 B of the
French Income Tax Code (a “Jacob” agreement) and pertaining to 20.46%
of the capital and 27.70% of the voting rights of SEB S.A.
FFP Invest will have prior rights in the event of a family shareholder signatory
deciding to sell more than 150,000 SEB shares to a third party.
162 GROUPE SEB Financial Report and Registration Document 2011