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
Financial authorisations
At the Annual General Meeting, we will ask shareholders to give the Board the
necessary powers to issue shares and share equivalents, in order to enable
us to raise fi nancing to pursue the Group’s growth as and when required,
based on opportunities arising in the fi nancial markets.
The aggregate par value of shares issued under the authorisation would be
capped at €5 million for issues with pre-emptive subscription rights.
In addition, to allow us to rapidly take up any opportunities that may arise,
we are also seeking an authorisation to issue share equivalents without preemptive
subscription rights. The aggregate par value of shares issued on
conversion, exchange, redemption or exercise of these share equivalents
would also be capped at €5 million. At the Board’s discretion, shareholders
could be given a priority right to subscribe each issue pro rata to their existing
shareholdings, for a period and on terms to be decided by the Board.
The aggregate nominal amount of any debt securities issued pursuant to
the authorisation would be capped at €150 million.
Employee share issue
Under Article L. 225-129-6 of the French Commercial Code, we are required
to submit to shareholders a proposal to authorise the Board to carry out
issues of shares and/or share equivalents, without pre-emptive subscription
rights for existing shareholders, for subscription by members of an employee
stock ownership plan (Plan d’Epargne d’Entreprise). The aggregate par value
of the shares that could be issued under this authorisation would be capped
at 1% of the Company’s capital as at the close of the 2012 Annual General
Meeting. The par value of any such shares issued would not be included
If and when the authorisations are used, the Board of Directors will prepare
an additional report describing the fi nal terms of the issue, including the basis
for setting the issue price, the impact of the issue on the situation of existing
shareholders and the estimated impact on the share price, as required by law.
In a separate resolution, we are also seeking an authorisation to increase
the Company’s capital by a maximum aggregate amount of €10 million to be
paid up by capitalising retained earnings, profi t or additional paid-in capital,
mainly with a view to issuing bonus shares to shareholders.
Lastly, we are recommending that the maximum aggregate par value of
shares to be issued pursuant to the thirteenth and fourteenth resolutions
be set at €10 million.
All of these authorisations are being sought for a period of 14 months.
in the ceilings specifi ed in the other fi nancial authorisations granted by
shareholders. In application of Article L. 332.1 et seq. of the French Labour
Code, the shares issued pursuant to this authorisation would be offered for
subscription at a maximum discount of 20%, unless the shares are offered
to members of an employee stock ownership plan under which the lock-up
period is at least ten years, in which case the maximum discount would
be 30%.
This authorisation is being sought for a period of 14 months.
174 GROUPE SEB Financial Report and Registration Document 2011