YEAR 2008 - SDF

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44 ANNUAL REPORT 2008 THE BOARD OF DIRECTORS COMPENSATION OF CORPORATE OFFICERS The members of the Board of Directors receive Directors' fees set at €60,000 overall by the Ordinary and Exceptional General Meeting of Shareholders held on 14 May 2008. We recommend the Meeting to maintain the overall total of Directors' fees at this amount. The compensation of the Chairman and Managing Director and of the Deputy Managing Directors is set by a special committee made up of Messrs Bouthillier, In accordance with the provisions of Article L225-102-1, paragraph 3 of the French Commercial Code, it is specified that the employment contracts of Messrs Jolivet and Fromage contain specific clauses that fall within the scope of regulated and previously concluded agreements. Both Mr Jolivet and Mr Fromage, in the event of dismissal, will benefit from an indemnity equal to 18 months of salary, which includes the indemnity stipulated by the collective bargaining agreement. They also have non-competition clauses, for which the compensation is equal to 50% of their gross remuneration over three years. In addition, they have been granted a change of control clause, whereby, in the event of a change in shareholding, they would benefit from a dismissal and therefore from the implementation of the measures described above. Mr. Jolivet would receive 12 months’ notice Bouvatier and Riches, Directors, and is determined each year on the basis of the Group’s overall performance and objective elements of comparison. Mr Nadiras, the Group’s Director of Purchasing and Technical Resources, is compensated under his employment agreement. The compensation, net of social security contributions, paid to the Corporate Officers in the last two years was as follows: Directors' fees Fixed compensation Variable compensation Benefits in kind in euros Directors and Corporate Officers 2007 2008 2007 2008 2007 2008 2007 2008 Francis Lemor - Chairman & Managing Director 3,860 6,548 220,320 221,340 132,600 143,580 3,860 3,860 Bernard Jolivet - Vice Chairman, Chief Executive Officer 3,860 5,048 193,735 195,800 109,340 119,221 3,750 3,750 Jean-Charles Fromage - Chief Executive Officer Directors 3,860 21,368 160,983 167,550 86,140 100,000 5,693 3,985 Gilles Bouthillier 3,860 4,214 Henri Bouvatier 2,292 4,048 Alain Breau 1,350 714 Xavier du Terrail 3,860 5,048 Eric Giuily 1,292 833 Christian Guilbert 2,860 5,048 Robert de Lambilly 2,350 6,928 77,616 79,294 98,840 115,194 - - Dominique Nouvellet 2,860 3,214 André Nadiras 3,860 5,048 91,752 105,043 35,247 35,247 2 212 2,112 Emmanuel Hau - 4,214 AGF Vie represented by Pier Riches 600 3,381 Atlantique Participations represented by François de Cosnac 3,860 5,048 in the event of dismissal, whereas Mr. Lemor's contract does not have any clause relative to the provisions of this Article. The provisions of these clauses were approved by the Shareholders' General Meeting of 14 May 2008, and were made public under the requirements relative to regulated information. As required by law, the engagements towards Messrs Jolivet and Fromage were assessed against performance criteria, namely an improvement of at least 3% in consolidated revenue and operating result. We recommend that the General Meeting reiterates, on these same principles and for the forthcoming years, its approval of the engagements regarding compensation, indemnities and benefits to be paid by the Company to Messrs Jolivet and Fromage.
THE GROUP THE BOARD OF DIRECTORS CORPORATE OFFICERS' INTERESTS IN THE COMPANY'S CAPITAL: - OPTIONS PLAN Firstly, we should remind you that the General Meeting decided, on 21 December 2005, to divide by four the par value of STEF-TFE shares and, in parallel, to multiply the number of shares by four. The General Meeting held on 28 May 1998 authorised the creation of a stock option plan (Plan 1) restricted to 3.75% of the share capital, i.e. 124,300 shares (or 497,000 shares after multiplication of the number of shares by four). • On 15 December 1998, 50,000 stock options were granted to 30 beneficiaries, all senior executives of the Group. The exercise price was set at €39.33 (€9.83 after division of the par value). • On 15 December 1999, the Board of Directors granted 49,997 stock options to 33 senior executives of the Group. The exercise price was set at €44.97 (€11.24 after division of the par value). On 13 December 2000, the Board of Directors granted 28,587 stock options (24,303 non-allocated plus 4,284 made available by the departure of two beneficiaries) to 35 senior executives of the Group. The exercise price was set at €39.03 (€9.76 after division of the par value). No options remain to be allocated under Plan 1. The General Meeting held on 13 June 2001 authorised the setting up of a stock option plan (Plan 2) for up to 1.5% of the company's current share capital, i.e. a maximum of ANNUAL REPORT 2008 49,723 shares (or 197,092 shares after multiplication of the number of shares by four). On 12 December 2001, the Board of Directors granted 36,086 stock options to 36 senior executives of the Group at an acquisition price of €54.90 (€13.73 after division of the par value. On 10 December 2003, the Board of Directors granted 13,637 stock options to 21 senior executives of the Group at an acquisition price of €65.11 (€16.28 after division of the par value). Given that 382 stock options were granted in 2001 to a beneficiary who has since lost the right to exercise them, the number of stock options exercisable under this scheme, at 31 December 2003, was 49,341. No options remain to be allocated under Plan 2. Given the options exercised during 2008, the situation at 1st January 2009 regarding options which can still be exercised is as follows: • Plan 1: all stock subscription options have been exercised. • Plan2: > Tranche 1: 43,018 stock purchase options at an acquisition price of €13.73. > Tranche 2: 52,488 stock purchase options at an acquisition price of €16.28. The shares corresponding to the exercise of Plan 2 stock purchase options will be taken from treasury shares held by the Company. The table below shows the situation after the division of the par value and the adaptation of the exercise prices: Plan 1 / Tranche 1 Plan 1 / Tranche 2 Plan 1 / Tranche 3 Plan 2 / Tranche 1 Plan 2 / Tranche 2 Date of General Meeting 28/05/1998 28/05/1998 28/05/1998 13/06/2001 13/06/2001 Date of Board Meeting 15/12/1998 15/12/1999 13/12/2000 12/12/2001 10/12/2003 Number of options granted 200,000 199,988 114,348 144,344 54,548 Number of beneficiaries 30 33 35 36 21 - of which Executive Committee 99,708 92,052 51,576 60,316 3,088 - of which Corporate Officers 36,668 36,364 19,092 22,900 0 • Francis Lemor 12,600 12,500 6,356 7,636 0 • Bernard Jolivet 12,608 12,500 6,368 7,632 0 • Jean-Charles Fromage 11,460 11,364 6,368 7,632 0 André Nadiras 9,168 7,956 4,460 4,584 0 Robert de Lambilly 5,732 0 0 0 0 Initial exercise date 15/12/2003 15/12/2004 13/12/2005 12/12/2006 10/12/2008 Final exercise date 15/12/2006 15/12/2007 13/12/2008 12/12/2009 10/12/2011 Subscription price 9.83€ 11.24€ 9.76€ 13.73€ 16.28€ Options exercised at 31.12.08 189,684 193,168 111,796 96,362 - Options cancelled 10,316 6,820 2,552 4,964 2,060 Options 0 0 0 43,018 52,488 Charges relating to the stock options thereby allocated came to 45,000 euros in the consolidated financial statements. 45
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 and 40: THE GROUP PARENT COMPANY'S RESULTS
Page 41 and 42: THE GROUP THE BOARD OF DIRECTORS on
Page 43 and 44: THE GROUP THE BOARD OF DIRECTORS CO
Page 45: THE GROUP THE BOARD OF DIRECTORS Ch
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

YEAR 2008 - SDF

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