Report of the Management Board on the resolutions submitted

Transcription

Report of the Management Board on the
resolutions submitted to the Combined
General Meeting of 12 May 2015
Dear Sir or Madam:
We have convened this Combined General Meeting in accordance with the law and the
articles of association of Saft Groupe S.A. We hereby submit the following draft resolutions
for your approval:
SUBMITTED TO THE ORDINARY GENERAL MEETING
APPROVAL OF THE 2014 FINANCIAL STATEMENTS (Resolutions 1 and 2)
The first and second resolution submit for your approval the Company’s annual financial
statements for the year ended 31 December 2014, which show net profits of €2,125,765, as
well as the consolidated accounts of the Group, which show consolidated net profits of
€48,067,000 over the same period.
The annual and consolidated financial statements have been audited and certified by the
Statutory Auditors. Their reports are included in the 2014 Annual Report (pages 152 and
168) available on the Company website: http://www.saftbatteries.com/.
ALLOCATION OF EARNINGS, SETTING OF THE DIVIDEND AND OPTION FOR
DIVIDEND PAYMENT IN SHARES (Resolutions 3 and 4)
The third resolution proposes to appropriate the Company’s results for the year ended 31
December 2014 and approve a dividend payment of €0.82 per share.
The proposed dividend represents a 5.1% increase over the dividend distributed for financial
year 2013 (€0.78) and corresponds to a distribution rate of 45% of distributable consolidated
net income from activities continued in 2014. For the fifth straight year, the amount of the
dividend has increased over the previous year.
Based on the 26,605,032 shares in issue at 31 December 2014, the dividend of €0.82
represents a total distribution of €21,816,126.
If the General Meeting approves these resolutions, shares will become ex-dividend on
19 May 2015 and the dividend payable on 11 June 2015.
Pursuant to Article 158-3-2° of the French General Tax Code, the entire proposed dividend is
eligible for the 40% tax allowance available to natural persons having their tax residence in
France.
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Social contributions due by French tax residents are collected at dividend payment.
In the fourth resolution, the General Meeting is asked to offer shareholders the option of
receiving the dividend set out in the third resolution in the form of new Company shares.
If exercising the option for dividend payment in new shares, the latter will be issued at a price
equal to 90% of the average opening price quoted for the share on the Euronext Paris
regulated market for the 20 trading days preceding the date of this General Meeting, less the
amount of the dividend in the third resolution.
Shareholders may opt for payment of the dividend in shares from 18 May to 1 June 2015
included. Requests must be sent to the financial intermediaries authorized to pay the
dividend or, for shareholders registered in the nominative share accounts held by the
Company, to its agent: BNP Paribas Securities Services, Grands Moulins de Pantin, Issuer
Services, 9 rue du Débarcadère, 93761 Pantin Cedex. After 1 June 2015, dividends will be
paid in cash only.
Shareholders opting for dividend payment in shares will receive these shares as from
11 June 2015.
AUTHORISATION FOR THE MANAGEMENT BOARD TO TRADE IN COMPANY SHARES
(Resolutions 5 and 6)
It is proposed that you renew the authorisations granted to the Management Board by the
General Meeting of 12 May 2014 (5th and 6th resolutions), to purchase shares of the
Company, pursuant to articles L.225-209 et seq. of the French Commercial Code, for
another 18 months. The purpose of these authorisations is twofold:
The fifth resolution aims to favour liquidity of Saft shares. It will allow the Management
Board to appoint a service provider to acquire and dispose of Company shares at a
maximum price of €60 per share to stimulate the secondary market or ensure additional
liquidity. The maximum number of shares that may be held for the purpose of this
authorisation is limited to 0.80% of the share capital, for example, 212,840 shares based
on the share capital in issue at 31 December 2014.
The investment service provider shall act independently under the terms of a liquidity
agreement complying with a code of ethics recognised by the French Financial Markets
Authority (Autorité des Marchés Financiers).
In 2014, this service was provided by Exane BNP Paribas; a total of 357,835 shares were
purchased at an average price of €25.74 per share and a total of 392,735 shares were sold
at an average price of €25.81 per share.
Under the liquidity agreement, at 31 December 2014 the Company held 44,600 of its own
shares, 0.17% of the share capital.
The sixth resolution will allow the Management Board to purchase or order purchase of
Company shares at a maximum price of €60 per share, within the limit of 10% of the
share capital at the date of the General Meeting, in order to (i) use them as payment for
external growth operations or upon exercise of rights attached to transferrable securities
granting access to the share capital, or otherwise cancel them, or to (ii) implement loyalty or
incentive schemes for Saft Groupe personnel and corporate officers through bonus share
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grants for their help expanding the business. This authorisation was in force in 2014 but was
not used during this time.
Note that the Company may not legally hold more than 10% of the shares making up its
share capital at any time. The Management Board may not use the above purchasing
authorisation during a public tender or exchange offer for shares of the Company (unless
required to meet a share delivery commitment or to pay for an asset acquisition by exchange
or delivery of shares in connection with an external growth transaction), or make use of
derivatives.
RATIFICATION OF THE NOMINATION OF MS MARIE-CLAIRE DAVEU TO THE
SUPERVISORY BOARD (Resolution 7)
Your Company’s Supervisory Board has nominated Ms Marie-Claire Daveu to replace Mr
Ghislain Lescuyer, who resigned from his duties as a member of the Supervisory Board to
become Chairman of the Company’s Management Board.
Subject to the approval of the seventh resolution, the appointment of Ms Daveu, which took
effect on 4 May 2015, will be ratified and will remain in force for the remainder of the term of
Mr Ghislain Lescuyer, i.e. until after the General Meeting to be held in 2016 to approve the
financial statements for the year ending 31 December 2015.
The Remuneration and Nominations Committee has reviewed the skills and career of Ms
Daveu and supports approval of her nomination by the General Meeting. The Compensation
and Appointments Committee believes that Ms Marie-Claire Daveu will offer skills and
expertise that are complementary to those of the Board’s current members in the areas of
institutional relations, energy and sustainable development.
Ms Daveu satisfies the Afep-Medef Code’s independence criteria. A short biography follows.
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Born 5 April 1971
French
Independent Member
Professional address: Kering, 10 Avenue Hoche, 75008 Paris
Number of Company shares held at 12 May 2015: 0
Directorships held at 12 May 2015
Director of Crédit Agricole CIB since 2014 – a listed company
Other positions held currently
Director of Sustainable Development and International Institutional Affairs at Kering Group
Member of the Kering Group Executive Committee
Directorships held in the last five years: none
Expertise and work experience
Ms Daveu held various positions in the public service sector and was Chief of Staff at the
Ministry of Ecology, Sustainable Development, Transport and Housing.
She brings expertise and a set of skills that are complementary to those of the Board’s current
members in the areas of institutional relations, energy and sustainable development.
She has gained extensive experience in these fields through the various positions she has
held in ministerial offices but also as the Director of Sustainable Development of SanofiAventis group.
SETTING OF THE ANNUAL BUDGET ALLOCATED TO SUPERVISORY BOARD
ATTENDANCE FEES (Resolution 8)
The eighth resolution proposes to set the annual attendance fees limit at €280,000 to be
split between the members of the Supervisory Board, for the current financial year and all
subsequent years until a new decision is made by the General Meeting.
The amount of this allocation represents an increase of approximately 16% from the amount
previously set by the General Meeting of 12 May 2014, which has stood at €240,000 since
2012.
The increase should allow for growth in the number of Supervisory Board members.
For your information, attendance fees effectively paid to the five members of the Supervisory
Board in 2014 came to €194,194, as opposed to €189,925 in 2013.
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In 2014, the Supervisory Board’s internal rules were modified. Attendance fees now include a
predominant variable component, which is allocated to the members according to various
criteria such as their attendance at meetings of the Supervisory Board and its committees.
OPINION ON THE COMPENSATION PAYABLE OR AWARDED TO MEMBERS OF THE
MANAGEMENT BOARD FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
(Resolutions 9, 10, 11, 12 and 13)
In accordance with the recommendations of the Afep-Medef Code as amended in June 2013,
the Company’s reference code of governance, you are asked to issue a favourable opinion
on the items of compensation payable or awarded to each member of the Management
Board. These items are set forth in Chapter 4.2.3 et seq. of the Annual Report and repeated
in the tables below:
Compensation payable or awarded to Mr Bruno Dathis, Group Finance Director and
member of the Management Board, for financial year 2014
Item of
compensation
Amount
Comments
Amount due and paid (gross amount before employee social security
contributions, not including social security adjustment).
Fixed
compensation
€292,128
Including €32,273 of additional compensation for the time in which Mr
Dathis was Chairman of the Management Board from 9/25 to
12/31/2014.
Performance bonus due for 2014 and paid in 2015.
The bonus is calculated as a percentage of fixed compensation and may
not exceed 75% (or 100% for the period in which Mr Dathis was
Chairman of the Management Board).
Variable
compensation
€160,383
The criteria used to calculate the performance bonus are equally
weighted:
Growth in annual revenue
EBITDA margin for the financial year
Free cash flow generated during the financial year
In financial year 2014, the overall performance achievement rate was
66% and the variable compensation awarded to Mr Bruno Dathis
represented 55% of his fixed compensation.
No stock options were allocated to members of the Management Board
in financial year 2014.
Stock options
No stock options
allocated in 2014
Exercise by Management Board members of the stock options granted
under the 4 July 2012 plan is subject to the performance criteria
enumerated in Chapter 4.2.2 of the 2014 Annual Report.
Pursuant to these criteria, 6,000 of the 18,000 stock options allocated to
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Mr Bruno Dathis under plan no. 6 authorised by the General Meeting of
th
11 May 2012 (11 resolution) were cancelled on 1 January 2015.
Benefits inkind
Supplemental
pension
scheme
€1,102
Company car.
€18,942
Defined contribution supplemental pension scheme (Article 83) financed
by the Company. The amount contributed in 2014 for Mr Bruno Dathis
came to €18,942.
Compensation payable or awarded to Mr Thomas Alcide, Managing Director of the SBG
division and member of the Management Board1, for financial year 2014
Item of
compensation
Fixed
compensation
Amount
€250,839
Comments
Amount due and paid (gross before tax, not including social security
adjustment).
not exceed 75%.
weighted:
Variable
compensation
€123,601
-
66%.
In 2014, variable compensation awarded to Mr Thomas Alcide
Stock options
No stock options
allocated in 2014
under the 4 July 2012 plan is subject to the performance criteria
1
Mr Thomas Alcide’s compensation expressed here in euros is calculated and paid in dollars.
6
Mr Thomas Alcide under plan no. 6 authorised by the General Meeting
th
of 11 May 2012 (11 resolution) were cancelled on 1 January 2015.
Benefits in-kind
Supplemental
pension scheme
€2,134
€11,801
Company car.
Defined contribution supplemental pension scheme based on the
principle of voluntary participation (401-K plan). This scheme is financed
by the Company to match the employee’s annual contribution, up to 7%
of the employee’s annual salary. The amount paid by Saft America Inc. in
2014 for Mr Thomas Alcide came to €11,801.
Compensation payable or awarded to Mr Franck Cecchi, Director of Li-Ion Operations and
member of the Management Board, for financial year 2014
Item of
compensation
Fixed
compensation
Amount
€190,893
Comments
adjustment).
not exceed 75%.
weighted:
Variable
compensation
€94,062
-
66%.
In 2014, variable compensation awarded to Mr Franck Cecchi
Stock options
No stock options
allocated in 2014
under the 4 July 2012 plan is subject to performance criteria
Mr Franck Cecchi under plan no. 6 authorised by the General Meeting of
th
11 May 2012 (11 resolution) were cancelled on 1 January 2015.
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Benefits in-kind
€5,453
Company car.
Supplemental
pension scheme
€9,095
by the Company. The amount contributed in 2014 for Mr Franck Cecchi
came to €9,095.
Compensation payable or awarded to Mr Xavier Delacroix, Managing Director of the IBG
division and member of the Management Board, for financial year 2014
Item of
compensation
Fixed
compensation
Amount
€249,692
Comments
Amount due and paid (gross amount before employee social security
contributions, not including social security adjustment).
not exceed 75%.
weighted:
Variable
compensation
€123,027
-
66%.
In 2014, variable compensation awarded to Mr Xavier Delacroix
Stock options
No stock options
allocated in 2014
Mr Xavier Delacroix under plan no. 6 authorised by the General Meeting
th
Benefits in-kind
€3,811
Company car.
Supplemental
pension scheme
€15,552
Defined contribution supplemental pension scheme (Article 83)
financed by the Company. The amount contributed in 2014 for Mr
Xavier Delacroix came to €15,552.
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Compensation payable or awarded to Ms Elizabeth Ledger, Group Communications
Director and member of the Management Board, for financial year 2014
Item of
compensation
Fixed
compensation
Amount
€147,385
Comments
adjustment).
not exceed 50%.
weighted:
Variable
compensation
€48,416
-
66%
In 2014, variable compensation awarded to Ms Elizabeth Ledger
represented 32.87% of her fixed compensation.
Stock options
No stock options
allocated in 2014
Ms Elizabeth Ledger under plan no. 6 authorised by the General Meeting
th
Benefits in-kind
Supplemental
pension scheme
€4,302
Company car.
€4,949
by the Company. The amount contributed in 2014 for Ms Elizabeth
Ledger came to €4,949.
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SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING
AUTHORISATION FOR THE MANAGEMENT BOARD TO REDUCE SHARE CAPITAL
THROUGH CANCELLATION OF TREASURY SHARES (Resolution 14)
In this fourteenth resolution, we propose that you renew the authorisation granted to the
Management Board to cancel via capital reduction all or some of the shares acquired
under the Company’s share buy-back programme, within the limit of 10% of the total
number of shares forming the share capital on the date of the General Meeting, by 24
month period.
This authorisation would be valid for 18 months and would replace the authorisation of the
same kind granted by the General Meeting of 12 May 2014 (16th resolution), which was not
used during the 2014 financial year.
In accordance with the Company’s Articles of Association (article 16), use of this
authorisation would require prior approval from the Supervisory Board.
AUTHORISATION FOR THE MANAGEMENT BOARD TO ISSUE SHARES AND/OR
TRANSFERRABLE SECURITIES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
VIA PRIVATE PLACEMENT (Resolution 15)
To offer the Management Board the speed and flexibility it may need to raise funds
necessary to the Company’s development, we propose that you delegate the power to
increase share capital by issuing shares or convertible securities without preferential
subscription rights under a private placement offer within the following limits:
-
The maximum nominal amount of issues of convertible debt securities made under
this delegation does not exceed €250 million,
-
The nominal amount of capital increases carried out under this delegation does not
exceed 10% of the share capital per year. For example, based on the share capital
in issue at 31 December 2014, the amount would be capped at €2,660,503,
-
This delegation would be granted for a period of 26 months from the General
Meeting of 12 May 2015, and is independent of the issues that may be made under
the delegations of authority granted by the 17th and 18th resolutions of the General
Meeting of 12 May 2014 and, as a result, of the limit set in the 19th resolution of
same Meeting.
For share issues, the issue price may not be less than the weighted average of the price
during last three trading days, less where appropriate a maximum discount of 5%.
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For issues of other transferrable securities, the issue price for each share will be such that
the sum received immediately by the Company plus the sum received later is at least equal
to the price set for the issue of shares.
Private placement offers would allow your Management Board to make issues reserved for
institutional investors or a limited group of investors acting on their own behalf and not on
the behalf of third parties. The capital could thus be open to venture capital firms, for
example, or to investors wishing to participate in the technological development of the
Company.
Note that this authority may not be used during a public tender offer to purchase or
exchange the shares of the Company.
AUTHORISATION FOR THE MANAGEMENT BOARD TO CONDUCT A SHARE
CAPITAL INCREASE RESERVED FOR EMPLOYEES, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS (Resolution 16)
The law requires that General Meetings delegating the authority to increase the share
capital of the Company – as is the case in the 15th resolution – vote on a draft resolution
allowing for a capital increase reserved for employees belonging to a company savings
plan (article L.225-129-6 of the French Commercial Code).
Pursuant to the Labour Code, the issue price may not exceed the average share price over
the twenty trading days prior to the date of the decision setting the opening date of the
subscription. It may not be more than 20% less than this admission price or this average,
or 30% less if the vesting period provided by the plan is greater than or equal to 10 years.
The General Meeting is therefore asked to delegate to the Management Board the
authority to increase the share capital, on one or more occasions, for a period of 26
months and within the limit of 3% of the share capital. For example, based on the share
capital at 31 December 2014, 798,151 new shares could be issued, this amount being
independent of all other capital increase limits.
This delegation, however, is presented only because it is required by law. Your
Management Board does not consider this appropriate for the Company and prefers to
establish other types of incentives. It is therefore against adoption of this resolution.
BONUS SHARES FOR EMPLOYEES AND CORPORATE OFFICERS WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS (Resolution 17)
The General Meeting is asked to authorise the Management Board to freely grant shares
of the Company, either existing or to be issued under a capital increase, to Group officers
and certain employees.
The shares to be granted may be either existing shares acquired for this purpose by the
Company under the authorisation proposed in the sixth resolution, or shares to be issued
under a capital increase without preferential subscription rights.
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Under this authorisation, the number of bonus shares attributed may not represent more
than 3% of the share capital on the day the grant is decided. For example, based on the
share capital at 31 December 2014, 798,151 bonus shares could be created.
The free grant of shares becomes final subject to the fulfilment of conditions set at the
award, including a presence condition, for all or part of the shares granted:
-
-
Either after a minimum vesting period of two years, it being understood that the
beneficiaries must keep these shares for at least two years after their final
attribution;
Or after a shorter vesting period, where the combined vesting and retention periods
total no less than four years.
The Management Board has the right to set longer vesting or retention periods, or to
reduce these periods if new statutory provisions come into force.
If the General Meeting approves this resolution, the decision on bonus share awards will
be made by the Management Board. Decision on bonus share awards for members of the
Management Board are made by the Supervisory Board in accordance with the law and
articles of association of the Company.
If bonus shares are offered to executive managers of the Company, the definitive
attribution of the shares would be subject to predefined performance criteria, and the
Supervisory Board would determine the percentage of shares that these managers must
retain for the duration of their duties.
This authorisation would be granted for period of 38 months from the decision of the
General Meeting.
POWERS TO CARRY OUT FORMALITIES (Resolution 18)
This resolution grants the powers necessary to perform the formalities required
subsequent to the General Meeting.
The Management Board
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Report of the Management Board on the resolutions submitted

Transcription

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