OF ASSOCIATION)
1. At least 5% of net income for the year, less any losses brought forward from prior years, shall be transferred to the legal reserve until such time as the legal reserve represents one tenth of the Company’s share capital. Further transfers shall be made on the same basis if the legal reserve falls to below one tenth of the share capital. 2. Income available for distribution corresponds to net
income for the year, less any losses brought forward from prior years and any amounts allocated to reserves in compliance with the law and the Company’s articles of association, plus any retained earnings.
3. Shareholders may decide to allocate all or part of income available for distribution to any discretionary, ordinary or extraordinary reserves or to retained earnings. Any balance is allocated to the shareholders in proportion to the number of shares held.
4. Shareholders may decide to pay dividends to shareholders out of distributable reserves, in which case the related resolution must stipulate the reserve accounts from which the dividend is to be deducted. However, insofar as possible, dividends must be paid from income available for distribution.
5. The terms and conditions for the payment of dividends voted by an Annual General Meeting are set by the said meeting or failing this by the Management Board in accordance with sections L.232-12 to L.232-20 of the French Commercial Code (Code de Commerce).
6. The Annual General Meeting may off er shareholders the option of receiving all or part of the annual dividend or any interim dividend in the form of newly-issued shares of the Company as provided for by law.
INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
8
Capital and shareholding of SAFT Groupe SA8.6 CAPITAL AND SHAREHOLDING OF SAFT GROUPE SA
8.6.1
SHARE CAPITAL OF SAFT GROUPE SA
The share capital of the Company at 31 December 2013 was €25,853,811 divided into 25,853,811 shares with a par value of €1, all fully paid-up and all of the same class.
8.6.2 VOTING RIGHTS
At 31 December 2013 the number of voting rights amounted to 25,774,311 i.e, the total number of 25,853,811 shares comprising the Company’s share capital less the 79,500 treasury shares held at that date that are stripped of their voting rights, No double voting rights exist.
Changes in the share capital of the Company over the last years were as follows:
Date Type of operation Shares issued Total shares Capital in euros
31 December 2010 - - 25,125,840 25,125,840
10 June 2011 Capital increase following the exercise
of stock options
49,005 25,174,845 25,174,845
07 May 2013 Capital increase following the payement
of dividends in shares 583,596 25,758,411 25,758,411
14 June 2013 Capital increase following the exercise
of stock options 6,690 25,765,131 25,765,131
20 December 2013 Capital increase following the exercise
of stock options
88,860 25,853,811 25,853,811
During recent past years, the changes in the Company’s shareholding structure have essentially related to the sale by the Doughty Hanson & Co Funds, in April 2007, of their residual 36.6% shareholding in Saft that Doughty Hanson & Co had held since the Group’s fl otation in June 2005.
8.6.3
SHARE BUYBACK PROGRAMME
A share buyback plan was authorized by shareholders at their Annual General Meeting held on 11 May 2012 for an 18-month period and for a maximum number of 200,000 shares representing 0.80% of the total capital shares.
The purpose of the share buyback plan was to facilitate transactions in the Company’s shares via an independent investment service provider and in the framework of a liquidity contract complying with an ethical charter recognised by the Autorité des marchés financiers (AMF), the French capital market regulator, the investment service provider retained was Exane BNP Paribas (16, avenue Matignon – 75008 Paris). During the 2013 fi nancial year, the following purchases and sales of the Company’s shares took place:
purchases: 262,693 shares at an average purchase price of
€20.47 per share;
sales: 288,134 shares at an average sales price of €20.82
per share.
The total number of shares traded during 2013 in the framework of the liquidity contract thus amounted to 550,827 shares, The Company did not pay any trading fees for these transactions.
At 31 December 2013, the Company held 79,500 treasury shares (representing 0.31% of its share capital). Their overall acquisition cost amounted to € 1,407,150. Their market value at 31 December 2013 is €1,987,500.
8.6.4
SHAREHOLDING OF SAFT GROUPE SA
The breakdown of the capital at 31 December 2013 hereinafter was established on the basis of information made known to the Company in application of article L.233-7 of the French Commercial Code and, if any, on the basis of information voluntarily provided by the Company’s shareholders:
Free Float 97.18%; Management Board members 1.42%; Staff and employees 1.09% (including 0.14%
via the FCPE Saft Energy);
INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
8
Capital and shareholding of SAFT Groupe SA
To the knowledge of the Company and based on the most recent study of the identifi cation of the shareholding conducted on 2 January 2014 possibly adjusted by notifi cations of threshold crossing received thereafter, the Group’s main shareholders at 31 January 2014 are listed below.
02/01/2014 31/01/2013 31/01 /2012
Harris Associates 8.42% Ameriprise Finanical Inc. (1) 6.19% Ameriprise Finanical Inc. (1) 6.35%
Schroeders Investment Mgt 5.98% Allianz SE 5.22% Carmignac Gestion 4.50%
Carmignac Gestion 4.34% Schroeders Investment Mgt 5.02%
Caisse des Dépôts et Consignations 4.10% Governance for Owners 5.02%
Carmignac Gestion 4.46%
(1) Ameriprise Financial Inc is acting through the following entities which it controls: Columbia Wanger Asset Management LLC, Columbia Management Investment Advisers LLC and Threadneedle Asset Management Holdings Ltd,
As of 14 February 2014, we are not aware of any change in the above mentioned shareholdings.
To the Company’s knowledge:
no shareholder other than those listed above owns more
than 5% of the capital or voting rights;
no shareholder was in a position to exercise signifi cant
infl uence over the Group at the date of registration of this document;
no shareholder agreements or actions in concert exist.
8.6.5
SECURITIES OTHER THAN SHARES
At the date of registration of this document, the Company had not issued any other securities than shares.
8.6.6
STOCK OPTION PLANS
Stock options plan set up as of 31 December 2013 and related fi gures are described in note 32 of the consolidated fi nancial
statements and note 17 to the parent company’s fi nancial statements presented in this annual report.
8.6.7 DIVIDENDS
The Company’s policy is to distribute dividends to its shareholders. The amount of the dividend is determined after taking into consideration the Company’s capital needs, return on capital, current and future profi tability and market practices in terms of dividend distribution, especially in the Group’s industry. Saft’s target is to pay dividends in the range of 30% to 40% of net income.
At the Annual General Meeting of 7th May 2013, Saft Groupe SA’s shareholders voted an ordinary dividend of €0.75 per share for the 2012 fi nancial year, an increase of 4.2% over the previous year. They also approved the option for payment of dividends in the form of shares. The issuing price of new shares was set at 16.72 euros per share. Shareholders representing more than 53% of the share capital choose the payment in the forms of share.
At the Annual General Meeting of 12 May 2014, Saft will propose an ordinary dividend of €0.78 per share.
The dividends paid by the Company for the last three years are:
Financial Year Date paid Dividend Number of shares Distribution
2010 May 4, 2011 €0.70 25,123,367 €17,586,357
2011 May 21, 2012 €1.72 25,073,889 €43,127,089
2012 May 7, 2013 €0.75 11,796,394 €8,847,296
INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
8
Capital and shareholding of SAFT Groupe SA8.6.8
AUTHORISATIONS IN FORCE IN RELATION TO CAPITAL INCREASES
Outstanding authorisations granted to the Management Board by the Annual General Meeting and allowing for share capital increases (article L.225-100 al. 7 of the French Commercial Code):
Authorised limits
Authorisation description Authorisation Date Expirationdate
Ordinary shares and securities giving access to share capital (nominal
value of the issuance) Exercisedate Amountused Capital increase by issue of shares
and/or securities giving access, immediately or in the future, to the share capital of the Company, with maintenance of preferential subscription rights Combined Shareholders’ Meeting of 11 May 2012 (12th Resolution)
10th July 2014 Maximum nominal
amount of share capital increases that may be carried out immediately
or in the future: €9 million
Not used None
Capital increase by issue of shares and/or securities giving access, immediately or in the future, to the share capital of the Company, without preferential subscription rights, but with a priority term
Combined Shareholders’ Meeting of 11 May 2012 (13th Resolution)
10th July 2014 Maximum nominal
amount of share capital increases that may be carried out immediately
or in the future: €5 million
Not used None
Maximum nominal amount of share capital increases which may be carried out in accordance with above authorisations is €12.5 million.
Capital increases in relation with stock options plans decided by the Annual General Meeting and implemented by the company are not mentioned in the above table. Stock option plans are described in note 32 “Share-based payments” to the
consolidated fi nancial statements presented in this annual report.
8.6.9
SAFT GROUP CREDIT RATING
The Saft Group is not subject to any external credit rating (or rating) by any fi nancial rating agencies.