SAFT GROUPE S.A.

SAFT GROUPE S.A.
A French joint-stock corporation with a Management Board and a Supervisory Board
Share capital: € 25 484 529 Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France
Registered with the Bobigny Companies Registry n° 481 480 465
The English-language version of this document is a free translation from the original, which was prepared in French. All
possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all
matters of interpretation of information expressed therein the original language version of the document in French takes
precedence over this translation.
NOTICE OF MEETING
Shareholders are hereby invited to attend the Ordinary an Extraordinary Shareholders ‘Meeting of Saft Groupe S.A. to be
held on May 13, 2016 at the Novotel-Paris-Est Hotel, 1 avenue de la République, 93 170 Bagnolet, France, at 10:00 a.m. The
agenda of the meeting is as follows:
I. ORDINARY PART
I.A. Approval of financial statements and allocation of income for the year:
1. Approval of the annual financial statements for the year ended 31 December 2015
2. Approval of the consolidated financial statements for the year ended 31 December 2015
3. Allocation of income for the year ended 31 December 2015
I.B. Distributions to shareholders for a total of €0.85 per share:
4. Distribution of a dividend of €0.51 per share
5. Option proposed to shareholders in order to pay the dividend in shares
6. Distribution of part of the additional paid-in capital amounting to €0.34 per share
I.C. Authorisations to buy and sell the Company's shares:
7. Authorisation given to the Management Board to buy and sell the Company's shares under a liquidity agreement
8. Authorisation given to the Management Board to buy and sell the Company's shares outside of a liquidity
agreement
I.D. Renewal of the terms of office of certain members of the Supervisory Board and appointment of new members of
the Supervisory Board:
9. Renewal of the term of office of Mr Yann Duchesne as member of the Supervisory Board
10. Renewal of the term of office of Ms Charlotte Garnier-Peugeot as member of the Supervisory Board
11. Renewal of the term of office of Ms Marie-Claire Daveu as member of the Supervisory Board
12. Appointment of Mr Neil Janin as member of the Supervisory Board
13. Appointment of Ms Nicoletta Giadrossi as member of the Supervisory Board
I.E. Approval of the severance package of the Chairman of the Management Board
14. Approval of the related-party agreement concluded with Mr Ghislain Lescuyer, Chairman of the Management
Board, related to a severance package
I.F. Advisory opinion on the compensation items payable or attributed to members of the Management Board for the
year ended 31 December 2015 ("say on pay"):
15. Advisory opinion on the compensation items payable or attributed for the year ended 31 December 2015 to Mr
Ghislain Lescuyer, Chairman of the Management Board
16. Advisory opinion on the compensation items payable or attributed for the year ended 31 December 2015 to Mr
Bruno Dathis, member of the Management Board
17. Advisory opinion on the compensation items payable or attributed for the year ended 31 December 2015 to Mr
Thomas Alcide, member of the Management Board
18. Advisory opinion on the compensation items payable or attributed for the year ended 31 December 2015 to Mr
Franck Cecchi, member of the Management Board
19. Advisory opinion on the compensation items payable or attributed for the year ended 31 December 2015 to Mr
Xavier Delacroix, member of the Management Board up to 23 October 2015
20. Advisory opinion on the compensation items payable or attributed for the year ended 31 December 2015 to Ms
Elizabeth Ledger, member of the Management Board up to 6 May 2015
II. EXTRAORDINARY PART
II.A. Capital reduction:
21. Authorisation for the Management Board to reduce the share capital by cancelling treasury shares
II.B. Operations benefiting all shareholders:
22. Authorisation for the Management Board to issue shares and/or marketable securities providing entitlement to
new Company shares with pre-emptive subscription right maintained
23. Delegation of power granted to the Management Board to increase the capital by incorporating reserves, profits
or additional paid-in capital
II.C. Issues of shares and/or marketable securities providing entitlement to new shares with pre-emptive subscription
right eliminated:
24. Authorisation for the Management Board to issue shares and/or marketable securities providing entitlement to
new Company shares with pre-emptive subscription right eliminated by means of a public offering, but with the
obligation to grant a right of priority to shareholders
25. Authorisation for the Management Board to increase the capital by issuing shares reserved for employee
members of a company savings plan, with elimination of the pre-emptive subscription right in favour of such
employees, pursuant to article L.225-138-1 of the French Commercial Code
II.D. Aggregate cap for issues of shares and/or marketable securities providing entitlement to new shares:
26. Aggregate cap for authorisations granted by the financial delegations above
III. ORDINARY PART
27. Powers to carry out formalities
Proposed resolutions submitted for approval to the General Meeting
I - FOR THE ORDINARY GENERAL MEETING
I.A. Approval of financial statements and allocation of income for the year:
Resolution 1:
Approval of the annual financial statements for the year ended 31 December 2015
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Management Board and Supervisory Board reports and the Auditors' report on the annual financial
statements for the year ended 31 December 2015, approves the annual financial statements for the year ended 31
December 2015, as they were presented, which show a net loss of €6,342,587.53, as well as the transactions recorded
therein and presented in these reports.
Resolution 2:
Approval of the consolidated financial statements for the year ended 31 December
2015
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Management Board and Supervisory Board reports and the Auditors' report on the consolidated financial
statements for the year ended 31 December 2015, approves the consolidated financial statements for the year ended 31
December 2015, as they were presented, which show a net profit of €13,575,000, as well as the transactions recorded
therein and presented in these reports.
Resolution 3:
Allocation of income for the year ended 31 December 2015
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Management Board, resolves:
To allocate the net loss for FY 2015:
To the existing retained earnings at the end of FY 2015:
For distributable income of
€(6,342,587.53)
€19,410,161.22
€13,067,573.69
I.B. Distributions to shareholders for a total of €0.85 per share:
Resolution 4:
Distribution of a dividend of €0.51 per share
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Management Board, resolves to deduct the ordinary dividend from the distributable income and to pay
an ordinary dividend of €0.51 per share, for a total of €12,997,109.79 based on share capital comprised of 25,484,529
shares at 23 March 2016.
The General Meeting resolves that the dividend will be detached from the share on 20 May 2016 and paid from 10 June
2016, based on the actual number of shares in circulation at the ex-dividend date, and grants full powers to the
Management Board to determine the total amount of the distribution, it being specified that the shares held by the
Company at the dividend payment date will not confer the right, therefore, to determine the amount corresponding to the
unpaid dividends, which will be allocated to the "retained earnings" account.
It should be noted that the dividends distributed during the past three years amount to:
- FY 2012:
€0.75 per share
- FY 2013:
€0.78 per share
- FY 2014:
€0.82 per share
Resolution 5:
Option proposed to shareholders for dividend payout in shares
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Management Board report, resolves, pursuant to the provisions of articles L.232-18 et seq. of the French
Commercial Code and by-law 23 of the By-laws, to offer each shareholder the possibility to opt for payment in new
Company shares of the dividend set out in resolution 4. This option will concern the entire dividend distributed, namely
€0.51 per share.
The new shares concerned by the option will be issued at a price equal to the average price of the share's first quoted prices on
the Euronext Paris regulated market during the twenty trading sessions preceding this General Meeting, less the amount of the
dividend and rounded to the next higher euro cent, and will carry dividend rights at 1 January 2016.
Shareholders can opt to receive payment of the dividend in cash or in new shares between 20 May and 2 June 2016
inclusive, by asking the authorised financial intermediaries to pay said dividend. After 2 June 2016, the dividend will be paid
exclusively in cash.
If the dividend amount for which the option is exercised does not correspond to a whole number of shares, the shareholder
may obtain the next higher number of shares by paying the difference in cash on the day the option is exercised, or receive
the next lower number of shares plus a balancing cash adjustment. The General Meeting grants full powers to the
Management Board, with powers of delegation to the Chairman of the Management Board in accordance with the law and
regulations, to pay the dividend in new shares, to specify the terms of application and execution, to recognise the capital
increase resulting from this resolution and to modify the Company's By-laws accordingly and, in general, to do whatever is
necessary.
Resolution 6:
Distribution of part of the additional paid-in capital amounting to €0.34 per share
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Management Board, resolves to distribute part of the additional paid-in capital and to set this
distribution at €0.34 per share, for a total of €8,664,739.86 based on share capital comprised of 25,484,529 shares at 23
March 2016.
Accordingly, the General Meeting resolves to deduct the sum of €8,664,739.86 from the "additional paid-in capital"
account, which is correspondingly reduced, after charging, from €292,518,143.14 to €283,853,403.28.
The General Meeting resolves that the amount distributed will be detached from the share on 20 May 2016 and paid from
10 June 2016, based on the actual number of shares in circulation at the detachment date, and grants full powers to the
Management Board to determine the total amount of the distribution, it being specified that the shares held by the
Company at the distribution payment date will not confer the right and therefore to determine the amount corresponding
to the unpaid portion of the distribution, which will be allocated to the "retained earnings" account.
I.C. Authorisations to buy and sell the Company's shares:
Resolution 7:
Authorisation given to the Management Board to buy and sell the Company's
shares under a liquidity agreement
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Management Board report, authorises the Management Board, pursuant to the provisions of articles L.225209 et seq. of the French Commercial Code, to buy and sell the Company's shares under the conditions set out hereafter:
1.
this authorisation may be used to organise the secondary market or the liquidity of the Company's share by an
investment services provider, acting independently under a liquidity agreement pursuant to a charter of ethics
recognised by the Autorité des Marchés Financiers (French Financial Markets Regulator);
2.
the maximum purchase price per share is set at 60 euros (excluding fees and commissions). In case of operations on
the Company's capital, and in particular in the event of a capital increase by the incorporation of reserves and the
attribution of free shares, as well as in the event of a share division or reverse share split, the above price will be
adjusted by a multiplier coefficient equal to the ratio between the number of shares comprising the capital before the
operation and the number of shares comprising the capital after the operation;
3.
the maximum number of shares that can be held under this authorisation is set at 0.80% of the share capital (i.e., as an
indication, 203,876 shares based on the number of shares existing at 23 March 2016) and this limit applies to a number
of shares that will, if necessary, be adjusted to take into account any operations affecting the share capital after this
General Meeting;
4.
full powers are granted to the Management Board, with powers of delegation under the conditions provided for by
law, to exercise this authorisation, perform all acts, conclude all agreements, perform all formalities and, in general, do
whatever is necessary;
5.
this authorisation cannot be used during a takeover bid or share exchange offer for the Company's shares;
6.
the Management Board cannot use derivative products when carrying out the aforementioned liquidity agreement;
7.
this authorisation is granted for a period of eighteen (18) months from the date of this General Meeting and cancels
hereafter, where applicable, any unused portion of any previously granted authorisation that would have the same
purpose.
Resolution 8:
Authorisation given to the Management Board to buy and sell the Company's
shares outside of a liquidity agreement
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Management Board report, authorises the Management Board, pursuant to the provisions of articles L.225209 et seq. of the French Commercial Code, with powers of delegation granted to the Chairman of the Management Board
in accordance with the law and regulations, to buy, sell and transfer the Company's shares under the conditions set out
hereafter:
1. this resolution can be used to achieve one or more of the following objectives:
-
allocate shares to employees and/or corporate officers of the Company and, as applicable, of the Company
affiliates, especially in the context of (i) participation in the fruits of the company's growth and any company
savings plan under the conditions provided for by law, especially articles L. 3332-1 et seq. of the French Labour
Code, (ii) Company stock option plans under the provisions of articles L. 225-177 et seq. of the French
Commercial Code, or (iii) free share allocation programmes pursuant to the provisions of articles L. 225-197-1
et seq. of the French Commercial Code;
-
buy shares to hold and subsequently remit in exchange or as payment on the occasion of acquisition operations;
-
remit shares when the rights attached to marketable securities conferring access to the Company's share capital
are exercised by reimbursement, conversion, exchange, presentation of a warrant or in any other manner;
-
cancel all or part of the shares thus purchased within the limits set by law and in the context and subject to a valid
authorisation from a general meeting (resolution 21 of this General Meeting or any other valid resolution with the
same purpose);
-
implement any market practice that would become recognised by law or by the Autorité des Marchés Financiers
(French Financial Markets Regulator), it being noted that the Company would inform shareholders thereof via a
news release;
2. the acquisition, sale or transfer of Company shares can be performed by any means, on the market, over-thecounter or otherwise, including by block acquisitions or sales;
3. the maximum purchase price per share is set at 60 euros (excluding fees and commissions). In case of operations on
the Company's capital, and in particular in case of a capital increase by the incorporation of reserves and the
attribution of free shares, as well as in the case of a share division or reverse share split, the price above will be
adjusted by a multiplier coefficient equal to the ratio between the number of shares comprising the capital before
the operation and the number of shares comprising the capital after the operation;
4. the maximum number of shares that can be repurchased under this authorisation is set at 10% of the share capital, it
being specified that the number of shares acquired to be held and subsequently remitted or exchanged as part of a
merger, spin-off or contribution operation cannot exceed 5% of the Company capital, that the Company cannot hold
directly or indirectly more than 10% of its capital and that these limits apply to a number of shares that will be, where
applicable, adjusted to take into account any operations affecting the share capital after this General Meeting;
5. full powers are granted to the Management Board, with powers of delegation under the conditions provided for by
law, to exercise this authorisation, perform all acts, conclude all agreements, perform all formalities and, in general,
do whatever is necessary;
6. this authorisation cannot be used during a takeover bid or share exchange offer for the Company's shares;
7. the Management Board cannot use derivative products when using this authorisation;
8. this authorisation is granted for a period of eighteen (18) months from the date of this General Meeting and cancels
hereafter, where applicable, any unused portion of any previously granted authorisation that would have the same
purpose.
I.D. Renewal of the term of office of certain members of the Supervisory Board and appointment of new members of the
Supervisory Board:
Resolution 9:
Renewal of the term of office of Mr Yann Duchesne as member of the Supervisory
Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Supervisory Board, noting that that term of office of Mr Yann Duchesne, member of the Supervisory
Board, expires today, resolves to renew his term of office for a new three-year term that will end at the end of the general
meeting called to approve the financial statements for the year ending 31 December 2018.
Resolution 10:
Renewal of the term of office of Ms Charlotte Garnier-Peugeot as member of the
Supervisory Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Supervisory Board, noting that that term of office of Ms Charlotte Garnier-Peugeot, member of the
Supervisory Board, expires today, resolves to renew her term of office for a two-year term that will end at the end of the
general meeting called to approve the financial statements for the year ending 31 December 2017.
Resolution 11:
Renewal of the term of office of Ms Marie-Claire Daveu as member of the
Supervisory Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Supervisory Board, noting that that term of office of Ms Marie-Claire Daveu, member of the Supervisory
Board, expires today, resolves to renew her term of office for a new three-year term that will end at the end of the general
meeting called to approve the financial statements for the year ending 31 December 2018.
Resolution 12: Appointment of Mr Neil Janin as member of the Supervisory Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Supervisory Board, appoints from today Mr Neil Janin, as a member of the Supervisory Board, for a
three-year term, namely until the end of the general meeting called to approve the financial statements for the year ending
31 December 2018.
Resolution 13: Appointment of Mr Nicoletta Giardossi as member of the Supervisory Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, upon a
proposal from the Supervisory Board, appoints from today Mr Nicoletta Giadrossi as a member of the Supervisory Board,
for a three-year term, namely until the end of the general meeting called to approve the financial statements for the year
ending 31 December 2018.
I.E. Approval of the severance package of the Chairman of the Management Board
Resolution 14:
Approval of the related-party agreement concluded with Mr Ghislain Lescuyer,
Chairman of the Management Board, related to a severance package
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Auditors' special report on the agreements and undertakings subject to the provisions of articles L.225-86 et
seq. of the French Commercial Code, approves the agreement concluded with Mr Lescuyer, Chairman of the Management
Board, pursuant to the provisions of article L. 225-90-1 of the French Commercial Code.
I.F. Advisory opinion on the compensation items payable or attributed to members of the Management Board for the
year ended 31 December 2015 ("say on pay"):
Resolution 15:
Advisory opinion on the compensation items payable or attributed for the year
ended 31 December 2015 to Mr Ghislain Lescuyer, Chairman of the Management
Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings,
consulted pursuant to the Afep-Medef Code of Corporate Governance, which constitutes the Company's code of reference
pursuant to article L. 225-37 of the French Commercial Code, issues a favourable opinion on the compensation items owed
or attributed to Mr Ghislain Lescuyer, Chairman of the Management Board, for his duties, as described in the Management
Board's report.
Resolution 16:
Advisory opinion on the compensation items payable or attributed for the year
ended 31 December 2015 to Mr Bruno Dathis, member of the Management Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings,
consulted pursuant to the Afep-Medef Code of Corporate Governance, which constitutes the Company's code of reference
pursuant to article L. 225-37 of the French Commercial Code, issues a favourable opinion on the compensation items owed
or attributed to Mr Bruno Dathis, member of the Management Board, for his duties, as described in the Management
Board's report.
Resolution 17:
Advisory opinion on the compensation items payable or attributed for the year
ended 31 December 2015 to Mr Thomas Alcide, member of the Management Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings,
consulted pursuant to the Afep-Medef Code of Corporate Governance, which constitutes the Company's code of reference
pursuant to article L. 225-37 of the French Commercial Code, issues a favourable opinion on the compensation items owed
or attributed to Mr Thomas Alcide, member of the Management Board, for his duties, as described in the Management
Board's report.
Resolution 18:
Advisory opinion on the compensation items payable or attributed for the year
ended 31 December 2015 to Mr Franck Cecchi, member of the Management Board
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings,
consulted pursuant to the Afep-Medef Code of Corporate Governance, which constitutes the Company's code of reference
pursuant to article L. 225-37 of the French Commercial Code, issues a favourable opinion on the compensation items owed
or attributed to Mr Franck Cecchi, member of the Management Board, for his duties, as described in the Management
Board's report.
Resolution 19:
Advisory opinion on the compensation items payable or attributed for the year
ended 31 December 2015 to Mr Xavier Delacroix, member of the Management
Board up to 23 October 2015
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings,
consulted pursuant to the Afep-Medef Code of Corporate Governance, which constitutes the Company's code of reference
pursuant to article L. 225-37 of the French Commercial Code, issues a favourable opinion on the compensation items owed
or attributed to Mr Xavier Delacroix, member of the Management Board until 23 October 2015, as described in the
Management Board's report.
Resolution 20:
Advisory opinion on the compensation items payable or attributed for the year
ended 31 December 2015 to Ms Elizabeth Ledger, member of the Management
Board up to 6 May 2015
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings,
consulted pursuant to the Afep-Medef Code of Corporate Governance, which constitutes the Company's code of reference
pursuant to article L. 225-37 of the French Commercial Code, issues a favourable opinion on the compensation items owed
or attributed to Ms Elizabeth Ledger, member of the Management Board until 6 May 2015, as described in the
Management Board's report.
II - FOR THE EXTRAORDINARY GENERAL MEETING
II.A. Capital reduction:
Resolution 21:
Authorisation for the Management Board to reduce the share capital by cancelling
treasury shares
The General Meeting, voting under the conditions of quorum and majority required for extraordinary general meetings and
pursuant to the provisions of article L.225-209 of the French Commercial Code, after a reading of the Management Board's
report and the Auditors' special report:
1.
authorises the Management Board, with powers of delegation pursuant to applicable laws and regulations, to reduce
the share capital, at its sole discretion, on one or more occasions, whenever it deems fit, by cancelling the shares
acquired or that would be acquired by the Company, by charging the difference between the purchase value of the
acquired shares and their face value against the additional paid in capital and available reserves;
2.
resolves to limit the total number of shares cancelled and the corresponding capital reduction to a maximum of 10%
of the capital per period of twenty-four (24) months;
3.
grants full powers to the Management Board, with powers of delegation under the conditions provided for by law, to
exercise this authorisation, perform all acts, conclude all agreements, perform all formalities and, in general, do
whatever is necessary;
4.
notes that, pursuant to by-law 16 of the Company By-laws, the Management Board's use of this authorisation must
receive prior authorisation from the Supervisory Board;
5.
resolves that this authorisation is granted for a term of eighteen (18) months from the date of this General Meeting
and cancels hereafter, where applicable, any unused portion of any previously granted authorisation that would
have the same purpose.
II.B. Operations benefiting all shareholders:
Resolution 22:
Authorisation for the Management Board to issue shares and/or marketable
securities providing entitlement to new Company shares with pre-emptive
subscription right maintained
The General Meeting, voting under the conditions of quorum and majority required for extraordinary general meetings,
after a reading of the Management Board's report and the Auditors' report, pursuant to the provisions of articles L.225-129
to L.225-129-6, L.225-132 to L. 225-134, L.228-91 and L.228-92 of the French Commercial Code:
1. delegates to the Management Board, with powers of delegation pursuant to applicable laws and regulations, the
authority to issue, on one or more occasions, in the proportion and whenever it deems fit, in France or abroad, either
in euros or in foreign currency, (i) Company common shares and/or (ii) marketable securities conferring access,
immediately and/or in the future, to new Company shares, it being specified that the subscription of shares and other
marketable securities can be transacted in cash or via the set-off of claims and that the issue of any preference shares
is excluded;
2. resolves that the nominal amount of capital increases that can be carried out immediately and/or in the future,
pursuant to the aforementioned delegation, cannot exceed nine million (9,000,000) euros, plus, where applicable, the
nominal amount of additional common shares to issue in order to protect the rights of holders of marketable
securities conferring access to the capital, in accordance with the legal and regulatory provisions and potentially with
applicable contractual stipulations. The amount of capital increases that can be carried out pursuant to this
delegation shall be charged against the aggregate cap for capital increases set out in resolution 26 of this General
Meeting;
3. further resolves that the maximum nominal amount of marketable securities representing claims conferring access to
new Company shares that could be issued pursuant to this delegation, cannot exceed two hundred fifty million
(250,000,000) euros or the equivalent of this amount in case of foreign currency issues. The amount of marketable
securities representing claims that could be issued pursuant to this delegation shall be charged against the aggregate
cap for issues of marketable securities representing claims set out in resolution 26 of this General Meeting;
4. notes that, pursuant to article L. 225-132 of the French Commercial Code, this delegation automatically entails waiver
by the shareholders of their pre-emptive subscription right to the Company's common shares to which the
marketable securities that would be issued based on this delegation could confer rights, in favour of the holders of
marketable securities conferring access to the Company's capital issued pursuant to this delegation;
5. in the event the Management Board uses this delegation:
a)
b)
c)
resolves that the issue or issues will be reserved by priority for shareholders who can apply as of right for new
shares proportionally to the number of shares they then hold;
notes that pursuant to, and within the limits of, article L.225-133 of the French Commercial Code, the
Management Board may establish a right to apply for excess shares;
notes that if the subscriptions applied as of right for new shares and, if applicable, for excess amounts of the
subscribed shares, have not absorbed all of the capital increase, the Management Board may use, under the
conditions provided for by law and in particular article L. 225-134 of the French Commercial Code, and in the
order it shall decide, the following options:
* limit the capital increase to the amount of subscriptions, provided that this amount reaches at least three
quarters (3/4) of the approved capital increase,
* freely distribute all or part of the shares whose issue was approved but which have not been subscribed,
*
make a public offering for all or part of the unsubscribed shares on the French market or abroad;
6. resolves that the Management Board shall have full powers to exercise this delegation of authority;
7. notes that:
a)
pursuant to by-law 16 of the By-laws, any use of this delegation of authority by the Management Board will be
subject to prior authorisation from the Supervisory Board;
b)
this delegation of authority cannot be used during a takeover bid or share exchange offer for the Company's
shares;
8. sets at twenty-six (26) months from this General Meeting the period of validity of this delegation of authority, which
cancels hereafter, where applicable, any unused portion of any previously granted authorisation that would have the
same purpose.
Resolution 23:
Delegation of power granted to the Management Board to increase the capital by
incorporating reserves, profits or additional paid-in capital
The General Meeting, voting under the conditions of quorum and majority required for ordinary general meetings, after a
reading of the Management Board report and pursuant to the provisions of articles L.225-129 and L.225-130 of the French
Commercial Code:
1. delegates to the Management Board its powers to increase the capital by incorporating reserves, profits or other sums
whose capitalisation will be legally and statutorily possible, in the form of an allocation of free shares and/or an
increase in the face value of existing shares or by the concurrent use of these two procedures;
2. resolves that the nominal amount of capital increases that can be carried out pursuant to the aforementioned
delegation, cannot exceed nine million (9,000,000) euros, plus, where applicable, the nominal amount of additional
common shares to issue in order to protect the rights of holders of marketable securities conferring access to the
capital, in accordance with the legal and regulatory provisions and potentially with applicable contractual stipulations.
The amount of capital increases that can be carried out pursuant to this delegation shall be charged against the
aggregate cap for capital increases set out in resolution 26 of this General Meeting;
3. resolves that the rights to fractional shares shall not be negotiable or assignable and that the shares will be sold, with
the sums from the sale being allocated to the rights holders within a time period set by decree in the Council of State;
4. resolves that the Management Board shall have full powers to exercise this delegation of power;
5. notes that:
a)
pursuant to by-law 16 of the By-laws, any use of this delegation of power by the Management Board will be
subject to prior authorisation from the Supervisory Board;
b)
this delegation of power cannot be used during a takeover bid or share exchange offer for the Company's shares;
6. resolves that this delegation, which cancels hereafter any previous delegation with the same purpose, is granted for a
term of twenty-six (26) months from this General Meeting.
II.C. Issues of shares and/or marketable securities providing entitlement to new shares with pre-emptive subscription
right eliminated:
Resolution 24:
Authorisation for the Management Board to issue shares and/or marketable
securities providing entitlement to new Company shares with pre-emptive
subscription right eliminated by means of a public offering, but with the
obligation to grant a right of priority to shareholders
The General Meeting, voting under the conditions of quorum and majority required for extraordinary general meetings,
after a reading of the Management Board's report and the Auditors' report, pursuant to the provisions of articles L.225-129
to L.225-129-6, L.225-135, L.225-136, L.228-91 and L.228-92 of the French Commercial Code:
1. delegates to the Management Board, with powers of delegation pursuant to applicable laws and regulations, the
authority to issue, on one or more occasions, in the proportions and whenever it deems fit, in France or abroad, either
in euros or in foreign currency, and by public offering, (i) Company common shares and/or (ii) marketable securities
conferring access, immediately and/or in the future, to new Company shares, it being specified that the subscription of
shares and other marketable securities can be transacted in cash or via the set-off of claims and that the issue of any
preference shares is excluded;
2. resolves to eliminate shareholders' pre-emptive subscription right to common shares and/or marketable securities
conferring access to new Company shares that can be issued pursuant to this delegation, it being understood that the
Management Board must grant shareholders a right of priority to the entire issue, during the issue period and under the
conditions that it will set in compliance with the legal and regulatory provisions. This subscription priority will not result
in the creation of negotiable rights, but can, if the Management Board deems appropriate, be exercised either for new
shares or for excess shares;
3. resolves that the nominal amount of capital increases that can be carried out immediately and/or in the future,
pursuant to the aforementioned delegation, cannot exceed five million (5,000,000) euros, plus, where applicable, the
nominal amount of additional common shares to issue in order to protect the rights of holders of marketable securities
conferring access to the capital, in accordance with the legal and regulatory provisions and potentially with applicable
contractual stipulations. The amount of capital increases that can be carried out pursuant to this delegation shall be
charged against the aggregate cap for capital increases set out in resolution 26 of this General Meeting;
4. resolves, in addition, that the maximum nominal amount of marketable securities representing claims conferring access
to new Company shares that could be issued pursuant to this delegation, cannot exceed two hundred fifty million
(250,000,000) euros of face value or the equivalent of this amount in case of foreign currency issues. The amount of
marketable securities representing claims that could be issued pursuant to this delegation shall be charged against the
aggregate cap for issues of marketable securities representing claims set out in resolution 26 of this General Meeting;
5. resolves that:
(i) the issue price for new shares will be at least equal to the minimum amount provided for by the laws and regulations
in effect when this delegation is used (namely, at the date of this General Meeting, 95% of the weighted average of the
share price of the last three (3) stock market trading sessions preceding the setting of the issue price);
(ii) the issue price for marketable securities conferring immediate and/or future access to new Company shares will be
such that the sum collected immediately by the Company, revised upwards, where applicable, by the price the
Company could collect later when its capital increases as a result of the rights attached to these marketable securities
being exercised, will be coherent, based on the type of marketable securities issued and/or their characteristics, with
the minimum issue price defined in (i) above;
6. notes that, pursuant to article L. 225-132 of the French Commercial Code, this delegation automatically entails waiver
by the shareholders of their pre-emptive subscription right to the Company's common shares that the marketable
securities that would be issued based on this delegation could give right to, in favour of the holders of marketable
securities conferring access to the Company's capital issued pursuant to this delegation;
7. resolves that the Management Board shall have full powers to exercise this delegation of authority;
8. notes that:
a)
pursuant to by-law 16 of the By-laws, any use of this delegation of authority by the Management Board will be
subject to prior authorisation from the Supervisory Board;
b)
this delegation of authority cannot be used during a takeover bid or share exchange offer for the Company's
shares;
9. sets at twenty-six (26) months from this General Meeting the period of validity of this delegation of authority, which
cancels hereafter, where applicable, any unused portion of any previously granted authorisation that would have the
same purpose.
Resolution 25:
Authorisation for the Management Board to increase the capital by issuing shares
reserved for employee members of a company savings plan, with elimination of
the pre-emptive subscription right in favour of such employees, pursuant to
article L.225-138-1 of the French Commercial Code
The General Meeting, voting under the conditions of quorum and majority required for extraordinary general meetings,
after a reading of the Management Board's report and the Auditors' report, pursuant to the provisions of articles L.225-129
to L.225-129-6, L.225-138, L.225-138-1 of the French Commercial Code and L.3332-18 et seq. of the French Labour Code:
1.
authorises the Management Board, if it deems fit, at its sole discretion, and with powers of delegation pursuant
to applicable laws and regulations, to increase the share capital on one or more occasions by issuing common
shares reserved for employee members of one or more company savings plans (or other member plan that
articles L.3332-18 et seq. of the French Labour Code would allow reserving a capital increase under equivalent
conditions) implemented in the Company or its group;
2.
resolves to eliminate, in favour of said persons, shareholders' pre-emptive subscription right to the shares that
could be issued pursuant to this authorisation;
3.
limits the maximum nominal amount of the increase or increases that can be carried out under this authorisation
to 3% of the amount of share capital reached when the Management Board resolves to carry out this increase;
4.
resolves that the total nominal amount of capital increases that could be carried out immediately or in the future
pursuant to this delegation of authority will be charged against the aggregate cap set out in resolution 26 below;
5.
resolves that the price of the shares to issue cannot be more than 20% below (or 30% when the lock-up period
provided for by the plan pursuant to articles L.3332-25 and L.3332-26 of the French Labour Code is greater than
or equal to ten years) the average of the first quoted prices for the share during the twenty (20) stock market
trading sessions preceding the Management Board's decision to increase the capital and to issue the
corresponding shares, nor more than this average;
6.
grants full powers to the Management Board, with powers of delegation as mentioned above, to implement this
authorisation, take all measures and perform all necessary formalities;
7.
sets at twenty-six (26) months from this General Meeting the period of validity of this authorisation, which
cancels hereafter, where applicable, any unused portion of any previously granted authorisation that would have
the same purpose.
II.D. Aggregate cap for issues of shares and/or marketable securities providing entitlement to new shares
Resolution 26:
Aggregate cap for authorisations granted by the financial delegations above
The General Meeting, voting under the conditions of quorum and majority required for extraordinary general meetings,
after a reading of the Management Board's report, resolves, pursuant to article L.225-129-2 of the French Commercial
Code, to set at:
1.
eleven million five hundred thousand (11,500,000) euros the maximum nominal amount of share capital increases,
immediate or in the future, that could be carried out pursuant to the delegations of authority granted by resolutions
22, 23, 24 and 25 above, it being specified that this nominal amount may be increased by the nominal amount of
additional shares to issue, pursuant to the legal and regulatory provisions as well as the applicable contractual
stipulations, to protect the rights of holders of marketable securities conferring access to the capital;
2.
three hundred million (300,000,000) euros or its equivalent value in foreign currency, the maximum nominal amount
of marketable securities representing claims and conferring access to new Company shares, which could be issued
pursuant to the delegations of authority granted by resolutions 22 and 24.
III - FOR THE ORDINARY GENERAL MEETING
Resolution 27:
Powers to carry out formalities
The General Meeting grants full powers to the bearer of an original, an extract or a copy of the minutes of this General
Meeting for the purpose of performing the formalities provided for by law and necessary to implement the preceding
resolutions.
A)
Preliminary formalities to the Shareholder’s General Meeting
The General Meeting is composed by all shareholders without consideration for the number of shares they hold.
The shareholders can participate to the Meeting upon choosing one of the following formalities:
a)
attendance at the General Meeting in person by requesting an admission card;
b)
granting a power to the Chairman of the General Meeting or to any person of his choice (a physical person or a
corporation) (article L.225-106 of French Code de commerce);
c)
Voting by correspondence or by electronic means.
In accordance with article R.225-85 of the French Commercial Code, the right to attend the General Meeting is subject to
the registration of the shares in the name of the shareholder or of the intermediary registered on its behalf (in accordance
nd
with article L.228-1 al. 7 of the French Code of commerce) on the 2 business day before the Meeting date, i.e., on 11 May
2016, at midnight (Paris time), either in the registered share account kept by the Company (or its agent) or in the bearer
share accounts held by the authorized intermediary.
In accordance with article R.225-85 of the French Commercial Code, the registration or entry of securities in bearer share
accounts held by an accredited financial institution must be validated by a certificate of participation delivered by the
institution, when applicable by electronic means, according to the conditions set out in article R.225-61 of the French
Commercial Code, attached to:
-
the correspondence voting form
-
The proxy voting form
-
The request for an admittance card in the name of the shareholder or on behalf of the shareholder represented by
the registered intermediary.
A certificate of participation is delivered to the shareholder wishing to attend personally to the General Meeting and which
nd
has not received his admittance card the 2 business day preceding the General Meeting, i.e. on 11 May 2016, at midnight,
(Paris time).
B)
Ways of participation to the Shareholder’s General Meeting
Shareholders who wish to attend this General Meeting personally may request an admission card in advance, as follow:
-
-
For shareholders with registered shares: send the request for an admission card to BNP Paribas Securities CTS
Assemblées Générales – Les Grands Moulins de Pantin 9 - rue du Débarcadère – 93761 Pantin Cedex or apply, on the
Meeting day, to the relevant reception desk with an identification document.
For shareholders with bearer shares: request their authorized intermediary managing their securities account to
deliver them an admission card.
Shareholders who do not attend the General Meeting in person but wish to vote by mail or be represented by granting a
power to the Chairman of the General Meeting or to any proxy may:
- For shareholders with registered shares: send back the correspondence/proxy voting form, which will be attached to
the convening notice, to the following address: BNP Paribas Securities Services - CTS Assemblées Générales - Les Grands
Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex.
- For shareholders with bearer shares: request the correspondence/proxy voting form to the intermediary managing
their securities account, from the date of the convening of the General Meeting. Shareholders shall send back this
voting form duly completed to their account-holding institution. Their account-holding institution will forward this
voting form, together with a certificate of participation, to BNP Paribas Securities Services, Services Assemblées
Générales - CTS Assemblées Générales, Les Grands Moulins de Pantin, 9, rue du Débarcadère – 93761 Pantin Cedex.
In order to be accounted for, the voting forms shall be received by the Company or BNP Paribas Securities Services, at least
three days before the scheduled Meeting, i.e. by 10 May , 2016, at 3:00 p.m. (Paris time).
Shareholders can also obtain the documents provided for in Article R.225-81 and R.225-83 of the French Commercial Code
by sending a written request to BNP Paribas Securities Services – CTS Assemblées Générales – Les Grands Moulins de Pantin
9, rue du Débarcadère – 93761 Pantin Cedex.
In accordance with Article R.225-79 of the French Commercial Code, the notification of appointment or revocation of a
proxy may also be made by electronic means, in accordance with as follows :
For holders of pure registered shares:
Shareholders shall send an e-mail to the following address: [email protected]. This e-mail
must include the following information: name of the concerned Company, date of the General Meeting, last name, first
name, address and bank account details of the person granting the proxy as well as the first name, last name and, where
possible, address of the proxy ;
- Shareholders shall confirm their request through the website PlanetShares/My Shares or PlanetShares/My Plan using
their usual login ID. On the page “My shareholder, and selecting the page « Shareholders corner – Annual General
Meetings » and then clicking on « Appointing or revoking a proxy ».
Holders of bearer shares or administered registered shares:
- Shareholders shall send an e-mail to the following address: [email protected]. This e-mail
must include the following information: name of the concerned Company, date of the General Meeting, last name, first
name, address and bank references of the person granting the proxy as well as the first name, last name and, where
possible, address of the proxy ;
- request their financial intermediary managing their securities account to send a written confirmation to BNP Paribas
Securities Services, Services Assemblées Générales - CTS Assemblées Générales - Les Grands Moulins de Pantin, 9, rue du
Débarcadère - 93761 Pantin Cedex.
Only notifications of appointment or revocation of proxies may be sent to the above mentioned email address and any
request or notification made to this address for another purpose will not be taken into consideration and/or processed.
In order for online proxy appointments or revocations to be taken into account, the confirmations have to be received the
day before the Meeting at 3:00 p.m. (Paris time) at the latest.
The notifications of appointment or revocation of proxies sent by post mail shall be received at least three days before the
scheduled Meeting date.
C)
Request for the inclusion of items or draft resolutions by the shareholders
Shareholders who meet the conditions set out in Article R.225-71 of the French Commercial Code may propose resolutions
at the annual Shareholders‘ Meeting by sending their request by registered mail, with recorded delivery, to Saft Groupe
S.A., 12 rue Sadi Carnot, 93170 Bagnolet, France, or by e-mail to [email protected], such request shall be received
by the Company at the latest 25 calendar days, before the date of the Meeting, at midnight, in accordance with article
R.225-73 of the French Commercial Code. The request for inclusion of a draft resolution shall be accompanied by the text of
the draft resolution and by a brief explanation of the reasons for the request
The examination of the item or the proposed resolution is subject to submission, by the concerned shareholders, of a
further certificate of ownership evidencing that the shares are still recorded in their accounts on the third day before the
Meeting date, i.e. 11 May 2016, at midnight (Paris time).
D)
Written questions to the Management board
Any shareholder is entitled to address to the Management Board written questions.
The questions shall be submitted in writing by registered mail, with recorded delivery, to Saft Groupe S.A., 12 rue Sadi
Carnot, 93170 Bagnolet, France, or by e-mail to [email protected], at the latest 4 business days before the date of
the General Meeting.
E)
Rights to shareholders information
Shareholders may obtain the documents provided for under articles R.225-81 et R.225-83 of the French Commercial Code
within legal time limits, by requesting them from BNP Paribas Securities Services, Service Assemblée Générales – CTS
Assemblée Générales - Les Grands Moulins de Pantin- 9,rue du Débarcadère-93761 Pantin Cedex.
All the documents and information provided for in article R.225-73-1 of the French Commercial Code will be posted on the
Company’s website, www.saftbatteries.com from the twenty-first day preceding the General Meeting, i.e. 22 April 2016.
The Management Board