2014 COMBINED GENERAL MEETING OF SEB S.A.

 

ORDINARY RESOLUTIONS

Approval of the 2013 company financial statements

• In the first resolution, shareholders are invited to approve the 2011 company financial statements, which show net profit of €153,091,519.76.

Appropriation of profit

• The second resolution concerns the appropriation of profit for the year and the distribution of a dividend in respect of 2013.

Approval of the consolidated financial statements

• In the third resolution, shareholders are invited to approve the 2013 Consolidated Financial Statements, which show net profi t of €199,769,000.

Re-election, appointment and cooption of five members of the Boardof Directors

• The fourth, fifth, sixth, seventh, eighth and ninth resolutions relate to the re-appointment, for four years, of Tristan Boiteux, Jean-Noël Labroue and FÉDÉRACTIVE, the appointment for four years of Bruno Bich to replace Norbert Dentressangle and the ratifi cation of the co-opted appointment of the companies FSP and FFP Invest.

Vote on remuneration items due or allocated to Thierry de La Tour d’Artaise in respect of 2013

• The tenth resolution proposes a consultative vote to shareholders on all items making up the remuneration of the Chief Executive Officer, in accordance with the recommendations of the AFEP-MEDEF Code.

Authorisation for the company to trade in its own shares

• The eleventh resolution would authorise the company to buy back shares representing up to 10% of the capital. In 2013, under its share buyback programme, the company bought 54,075 of its own shares at an average price of €55.65 and sold 702,573 shares on exercise of stock options at an average price of €35,49. In addition, a total of 813,739 shares were purchased at an average price of €60 and 802,996 shares sold at an average price of €59.87 under the liquidity contract. At 31 December 2013, the company had 1,412,347 treasury shares, i.e. 2.82% of its share capital, of which 1,381,886 under the buyback agreement and 30,461 under the liquidity agreement. In accordance with the law, these shares have been stripped of their voting rights.

EXTRAORDINARY RESOLUTIONS

Authorisation to cancel shares

• The twelfth resolution would authorise the Board of Directors to cancel shares held in treasury in an amount not exceeding 10% of the capital within any 24-month period.

Authorisation to make performance share grants

• The thirteenth resolution would authorise the Board to award performance shares to employees and corporate offi cers, subject to the following conditions:
  • the total number of shares granted may not exceed 171,325 or 0.3415% of the company’s share capital;
  • the number of the shares granted to the Executive Director may not exceed 18,000 or 0.0359% of the capital;
  • the number of the shares granted to the Executive Director may not exceed 18,000 or 0.359% of the capital; provided that these targets have been met, the shares will vest to the grantee after a minimum vesting period of three years, which will be followed by a lock-up period of at least two years;
  • for grantees not resident in France, the Board would be authorised to set a minimum vesting period of between two and fi ve years and to waive the lock-up period if the vesting period is set at four years.

Authorisation to issue shares or share equivalents with or without pre-emptive subscription rights

• Shareholders are invited to authorise the Board of Directors to increase the share capital , in order to give Groupe SEB the fi nancial resources to pursue its growth.
• Under the fourteenth resolution, shares and share equivalents may be issued with pre-emptive subscription rights by up to €5,000,000 (excluding premiums).
• Under the fifteenth resolution, shares and share equivalents may be issued without pre-emptive subscription rights to rapidly meet any financing needs that may arise, particularly in international markets by up to €5,000,000 (excluding premiums).

Authorisation to increase capital by capitalising retained earnings, profit, or additional paid-in capital

• The sixteenth resolution would authorise the Board of Directors to issue shares 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.

Blanket ceiling on financial authorisations

• The seventeenth resolution sets at €10,000,000 the maximum aggregate par value of shares to be issued pursuant solely to the fourteenth and fi f teenth resolutions above.

Powers to carry out formalities

• The eighteenth resolution is a standard resolution conveying full powers to carry out any and all formalities required by law subsequent to the decisions voted by the Annual General Meeting.

Documents can be viewed and downloaded from: www.groupeseb.com, espace Actionnaires.

The Annual General Meeting will be broadcasted live on 15 May 2014 and accessible on our website at http://www.groupeseb.com/fr/content/assemblee-generale