financial report and registration document 2011 - Groupe SEB

8 Proposed
Annual General Meeting
resolutions
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
PURPOSE
In the third resolution, shareholders are invited to approve the 2011 consolidated fi nancial statements, which show net profi t of €234,572,000.
THIRD RESOLUTION: APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The Annual General Meeting, having considered the reports of the Board of Directors and the Auditors, approves the consolidated fi nancial statements for
the year ended 31 December 2011, which show net profi t of €234,572,000.
RE-ELECTION OF FOUR DIRECTORS
PURPOSE
The fourth, fi fth, sixth and seventh resolutions concern the re-election of Thierry de La Tour d’Artaise, Philippe Lenain, Jérôme Wittlin and VENELLE
INVESTISSEMENT as Directors for four years.
FOURTH RESOLUTION: RE-ELECTION OF THIERRY DE LA TOUR
D’ARTAISE AS DIRECTOR FOR FOUR YEARS
The Annual General Meeting re-elects Thierry de La Tour d’Artaise as Director
for a period of four years expiring at the close of the Annual General Meeting
to be called to approve the 2015 fi nancial statements.
FIFTH RESOLUTION: RE-ELECTION OF PHILIPPE LENAIN AS
DIRECTOR FOR FOUR YEARS
The Annual General Meeting re-elects Philippe Lenain as Director for a period
of four years expiring at the close of the Annual General Meeting to be called
to approve the 2015 fi nancial statements.
RELATED PARTY AGREEMENTS
PURPOSE
SIXTH RESOLUTION: RE-ELECTION OF JÉRÔME WITTLIN AS
DIRECTOR FOR FOUR YEARS
The Annual General Meeting re-elects Jérôme Wittlin as Director for a period
of four years expiring at the close of the Annual General Meeting to be called
to approve the 2015 fi nancial statements.
SEVENTH RESOLUTION: RE-ELECTION OF VENELLE
INVESTISSEMENT AS DIRECTOR FOR FOUR YEARS
The Annual General Meeting re-elects VENELLE INVESTISSEMENT,
represented by Olivier Roclore, as Director for a period of four years expiring
at the close of the Annual General Meeting to be called to approve the 2015
fi nancial statements.
The French “TEPA” (Labour, Employment and Purchasing Power) Act requires the Board of Directors to submit to shareholder approval the agreement
setting the performance conditions based on which termination benefi ts would be payable to Thierry de La Tour d’Artaise as Chairman and Chief Executive
Offi cer, following the renewal of his appointment. Therefore, in the eighth resolution, shareholders are simply invited to renew the arrangement in favour
of Thierry de La Tour d’Artaise approved by the Annual General Meeting of 13 May 2009.
EIGHTH RESOLUTION: RELATED PARTY AGREEMENTS
The Annual General Meeting, having considered the report of the Board
of Directors and the Auditors’ special report on related party agreements,
approves the renewal of the agreement between the Company and Thierry
de La Tour d’Artaise concerning the performance conditions based on which
termination benefi ts would be payable to him under his employment contract.
This resolution is adopted subject to shareholder approval of the fourth
resolution and to the renewal of Thierry de La Tour d’Artaise’s appointment
as Chairman and Chief Executive Offi cer by the Board of Directors at its
meeting immediately following this Annual General Meeting.
178 GROUPE SEB Financial Report and Registration Document 2011