YEAR 2008 - SDF

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38 RAPPORT ANNUEL 2008 THE BOARD OF DIRECTORS CHANGES IN SHARE CAPITAL AND VOTING RIGHTS Share capital At 31 December 2007, the Company's share capital was €13,603,672, made up of 13,603,672 shares with a par value of €1. The Company's Board of Directors enacted the following operations at its meeting on 10 December 2008: • increase in capital of €12,944 following the exercising in 2008 of 12,944 stock options from the third tranche (exercisable as from 15 December 2005) and the posting of an issue premium of €1,067,638.12, at a price of €9.76 per option, i.e. an overall amount of €126,333.44. STEF-TFE's share capital was increased by €12,944 and an issue premium of €113,389.44 was recorded. STEF-TFE's share capital, which was previously €13,603,672, made up of 13,603,672 shares with a par value of €1 each, was increased to €13,616,616, made up of 13,616,616 shares with a par value of €1 each. Breakdown of share capital and voting rights The main known shareholders at 31 December 2008 were as follows: Exceeded thresholds declared since 1st January 2008 are as follows: • 25 February 2008: Minosfin, controlled by Mr. Norbert Dentressangle, declared that on 21 February 2008, it reached the threshold of 5% of voting rights in STEF-TFE, and now held 746,832 STEF-TFE shares representing 1,123,172 voting rights, i.e. 5.49% of the • rreduction in the share capital of €100,967, through the cancellation of 100,967 STEF-TFE shares acquired in 2008 as part of the share buyback programme. The capital was thereby reduced to €13,515,649, made up of 13,515,649 shares with a par value of €1. The difference between the par value and acquisition value of the shares (€3,563,845), representing a sum of €3,462,878, was deducted from the issue premium noted above, bringing this to zero, and for the remainder, i.e. €3,349,488.56, on the issue and contribution premium account on the balance sheet at 31 December 2007, bringing this to €4,283,743.50. This decision to reduce the share capital was taken following a delegation conferred on the Board of Directors by the General Meeting of 14 May 2008, in its sixteenth resolution. As a result, at 31 December 2008, the share capital was €13,515,649, made up of 13,515,649 shares with a par value of €1. ● Shareholders Capital Voting rights as % as % Atlantique Participations 19.72 24.47 Group employees’ investment fund 15.30 16.66 Bestinver 9.31 5.79 Invesfroid 8.32 10.35 Société des Personnels de la Financière de l’Atlantique 5.72 7.10 AGF Vie 5.35 6.65 Minosfin 5.53 6.42 Union Economique et Financière 3.64 4.52 company's share capital and 5.08% of its voting rights. • 4 July 2008, Bestinver Gestion SA, SGIIC (CL Juan de Mena, 8, 28014 Madrid, Spain), acting on behalf of various investment funds which it manages, declared that on 27 June 2008, following the acquisition of STEF- TFE shares on the market, it had reached the threshold of 5% of voting rights in STEF-TFE, and now held,
THE GROUP THE BOARD OF DIRECTORS on behalf of the said investment funds, 746,832 STEF- TFE shares representing 1,089,026 voting rights, i.e. 8.01% of the company's share capital and 5.06% of its voting rights. • On 2 and 4 September 2008, BNP Paribas Asset Management, acting on behalf of the STEF-TFE employment fund which it manages, declared, for reasons of regularisation, that on 8 July 2008, following the acquisition of STEF-TFE shares on the market, it had reached the threshold of 15% of voting rights in STEF-TFE, and now held, on behalf of the said employment fund, 2,052,571 STEF-TFE shares representing 3,609,847 voting rights, i.e. 15.09% of the company's share capital and 16.78% of its voting rights. ACQUISITION BY THE COMPANY OF ITS OWN SHARES 2008 Share buyback programme In 2008 there were two successive share buyback programmes: • the buyback programme voted by the Shareholders' General Meeting of 22 May 2007. Within this programme, 611 661 shares were bought, of which 110,000 were cancelled. At the date of the General Meeting of 14 May 2008, the company held 501,661 STEF-TFE shares, acquired as part of the share buyback programme, for an average weighted cost of €43.35, for a total outlay of €21.7 million. • the buyback programme voted by the Shareholders' General Meeting of 14 May 2008, under the terms of the 14th resolution. A description of this programme was prepared, describing its main features, its objectives and the rules for its application, in accordance with Articles 241-1 to 241-6 of the AMF's General Regulations. The maximum purchase price was fixed at €65, equivalent to an upper limit for the buyback programme of €44,211,934, and the maximum amount of the stock to be bought at 5%, excluding treasury shares held ANNUAL REPORT 2008 • On 4 and 8 September 2008, BNP Paribas Asset Management, acting on behalf of the STEF-TFE France employment fund which it manages, declared that on 4 September 2008 the STEF-TFE France employment fund and STEF-TFE's shareholding officers together held 6,492,088 STEF-TFE shares representing 12,477,684 voting rights, i.e. 47.72% of the company's share capital and 58.02% of its voting rights. At 31 December 2008, the management structures and the STEF-TFE employment fund, acting in concert, together held 6,513,645 STEF-TFE shares representing 12,496,841 voting rights, i.e. 48.19% of the company's share capital and 57.46% of its voting rights. ● on the date of the previous share buyback programme (501,661 shares on the date Board meeting of 26 March 2008). The programme will last for 18 months as from the date of the Shareholders' General Meeting, i.e. until 14 November 2009. The state of the programme in progress at 31 December 2008 is as follows: From 14 May to 10 December 2008, 100,967 STEF-TFE shares were acquired for an average gross sum of €35.30 per share. These shares were cancelled by the Board meeting of 10 December 2008. Between this date and the closing of the accounts, 4,926 shares were acquired for an average gross sum of €30.35 per share. Between the closing of the accounts and the Board meeting of 26 May 2009, 10,942 options were exercised, bringing the number of treasury shares allocated to cover the needs of the share option programme to 91,592 STEF-TFE shares. Lastly, at the date of the Board meeting of 28 March 2009, the company held 19,162 STEF-TFE shares, acquired as part of the share buyback programme, for 39
Page 1 and 2: 2 0 0 8 A N N U A L R E P O R T
Page 3 and 4: CONTENTS ANNUAL REPORT 2008 T H E E
Page 5 and 6: CHAIRMAN'S MESSAGE ANNUAL REPORT 20
Page 7 and 8: GENERAL CONTEXT GROUP ENVIRONMENT E
Page 9 and 10: GROUP ENVIRONMENT MARKET TRENDS IN
Page 11 and 12: THE GROUP AS A WHOLE IS STRUCTURED
Page 13 and 14: GROUP BUSINESS THE TRANSPORTATION U
Page 15 and 16: GROUP BUSINESS THE LOGISTICS UNIT T
Page 17 and 18: GROUP BUSINESS EUROPEAN AFFAIRS Eur
Page 19 and 20: GROUP BUSINESS EUROPEAN AFFAIRS POR
Page 21 and 22: GROUP BUSINESS OTHER ACTIVITIES MAR
Page 23 and 24: GROUP BUSINESS SUSTAINABLE DEVELOPM
Page 35 and 36: GROUP RISKS MARKET RISKS Interest r
Page 37 and 38: THE GROUP CONSOLIDATED FINANCIAL ST
Page 39: THE GROUP PARENT COMPANY'S RESULTS
Page 43 and 44: THE GROUP THE BOARD OF DIRECTORS CO
Page 45 and 46: THE GROUP THE BOARD OF DIRECTORS Ch
Page 47 and 48: THE GROUP THE BOARD OF DIRECTORS CO
Page 49 and 50: THE GROUP OUTLOOK FOR 2009 2009 sta
Page 51 and 52: Consolidated financial statements A
Page 53 and 54: Consolidated financial statements T
Page 55 and 56: Notes to the consolidated financial
Page 81 and 82: CHAIRMAN’S REPORT concerning the
Page 83 and 84: CHAIRMAN’S REPORT RULES AND GUIDE
Page 85 and 86: CHAIRMAN’S REPORT These regional
Page 87 and 88: CHAIRMAN’S REPORT the subsidiarie
Page 90 and 91:
100 ANNUAL REPORT 2008 For further
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