financial report and registration document 2011 - Groupe SEB

8 Report
Annual General Meeting
of the Board of Directors on the resolutions proposed to the Annual General Meeting of 10 May 2012
8.1. REPORT OF THE BOARD OF DIRECTORS
ON THE RESOLUTIONS PROPOSED TO THE
ANNUAL GENERAL MEETING OF 10 MAY 2012
Trading in the Company’s shares
At 31 December 2011, the Company held 2,331,797 of its own shares with
a par value of €1, acquired at a total cost of €93,249,330.38. These shares
represented 4.67% of the Company’s issued capital at that date.
In 2011 the Company purchased 671,591 shares under its share buyback
programme at an average price of €65.49 per share and sold a total of
275,642 shares at an average price of €35.84 following the exercise of stock
options. In addition, 49,571 shares were allocated in exchange for vested
rights under a performance share plan.
On 20 September 2005, the Company signed a liquidity contract with the
Gilbert Dupont stockbroking fi rm. The contract complies with the Code of
ethics issued by the French association of investment fi rms (AFEI), which was
approved by the French securities regulator (Autorité des Marchés Financiers)
on 22 March 2005.
During 2011, 319,929 SEB S.A. shares were purchased and 315,208 shares
were sold under this contract. The transaction costs amounted to €30,764.
Shareholders will be asked to authorise the Company to trade in its own
shares in compliance with European regulations. Under the terms of this
Dividends
We recommend raising the dividend to €1.25 per share, representing a 6.84%
increase compared with the dividend paid in 2011.
For the sixteenth year running, shareholders will be entitled to a
supplementary dividend, amounting to 10% of the ordinary dividend, on all
shares registered in their name prior to 31 December 2009 and still held in
Agreement governed by Article L. 225-40
of the French Commercial Code
The Statutory auditors’ special report on related party agreements and
commitments refers to the renewal of the authorisation given to the Board
of Directors regarding an agreement entered into between the Company
and Thierry de La Tour d’Artaise setting the performance conditions that
would need to be achieved in order for him to be eligible for the payment of
a termination benefi t, as required in accordance with the French “TEPA” Act
of 21 August 2007. Shareholders will be invited to approve the renewal of
this agreement, which was initially authorised at the Annual General Meeting
of 13 May 2009. Under the “TEPA” Act shareholders are required to renew
their approval of such authorisations when the term of offi ce of the person
resolution, the Company would be authorised to buy back the maximum
number of shares allowed by law in order to:
� maintain a liquid market for the Company’s shares through an investment
service provider acting on a fully independent basis;
� purchase shares for allocation to eligible employees and offi cers of the
Company;
� purchase shares for cancellation, in order to increase return on equity and
earnings per share or to offset the dilutive impact of any capital increases
on existing shareholders’ interests;
� purchase shares for delivery or exchange in connection with any future
external growth transactions;
� purchase shares for allocation on exercise of rights attached to securities
that are convertible, exercisable, redeemable or otherwise exchangeable
for Company shares.
The purchase price per share would be capped at €130, and the amount that
could be invested in the buyback programme would therefore not exceed
€649,373,660.
their portfolio on the ex-dividend date (15 May 2012). These shares represent
55.35% of the outstanding total.
No single shareholder will be entitled to the supplementary dividend on any
shares in excess of 0.5% of the Company’s issued capital.
The dividend will be paid as from 18 May 2012.
concerned is renewed. However, shareholders will be invited to approve
this related party agreement now rather than waiting until 2013 given that
Thierry de La Tour d’Artaise’s term of offi ce as a director is up for renewal
at the 10 May 2012 Annual General Meeting and, provided he is re-elected
as a director, the Board of Directors intends to re-appoint him as Chairman
and Chief Executive Offi cer at its meeting immediately following the Annual
General Meeting. The adoption of this resolution would be subject to Mr. de
La Tour d’Artaise’s re-election as a director by the Company’s shareholders
and the renewal by the Board of Directors of his term of offi ce as Chairman
and Chief Executive Offi cer.
172 GROUPE SEB Financial Report and Registration Document 2011