financial report and registration document 2011 - Groupe SEB
financial report and registration document 2011 - Groupe SEB
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>