Wendel Se · EURONEXT:MF
Wendel — Shareholder Meeting (June 2016)
98 slides from Wendel's shareholder meeting presentation, Jun 1, 2016
Slide 1: Shareholders' Meeting
Shareholders’ Meeting June 1, 2016 Shareholders’ Meeting | June 1, 2016 1
Slide 2: Free translation notice
This is a free translation into English of the June 1, 2016 AGM presentation issued in French and it is provided solely for the convenience of English-speaking users. Shareholders’ Meeting | June 1, 2016 2
Slide 3: Principal legal documents provided to you
Principal legal documents provided to you • BALO (Bulletin of Mandatory Legal Announcements) for the publication of the notice of meeting • Petites Affiches of May 11, 2016 for the publication of the invitation to the meeting • Invitation booklet addressed to shareholders • List of registered shareh
Slide 4: Agenda: Ordinary Meeting resolutions
Agenda Resolutions pertaining to the Ordinary Meeting 1. Approval of the 2015 parent company financial statements 2. Approval of the 2015 consolidated fi nancial statements 3. Net income allocation, dividend approval and payment 4. Approval of related-party agreements 5. Approval of a related party
Slide 5: Agenda: Extraordinary Meeting resolutions
Agenda Resolutions pertaining to the Extraordinary Meeting 10. Delegation of power to the Executive Board to increase share capital through the issue of shares or securities giving access to the capital with preferential subscription rights maintained 11. Delegation of power to the Executive Board t
Slide 6: Agenda for the Shareholders' Meeting of June 1, 2016
Agenda for the Shareholders’ Meeting of June 1, 2016 2015: strategic objectives & key events by Frédéric Lemoine, Chairman of the Executive Board 2015 consolidated results by Jérôme Michiels, Chief Financial Officer 2016: performance and recent transactions by Bernard Gautier, Member of the Executiv
Slide 7: All strategic objectives achieved 18 months ahead of schedule
2015 All strategic objectives achieved 18 months ahead of schedule Shareholders’ Meeting | June 1, 2016 7
Slide 8: 2015: All 2013-17 objectives achieved
2015: All 2013-17 objectives achieved Unlisted assets expanded Group investments diversified A solid portfolio made stronger Shareholders’ Meeting | June 1, 2016 8
Slide 9: A powerful network of professionals, experts and partners
Our new London office extends our global coverage A powerful network of professionals, experts and partners including ~40% outside of France New York since 2013 London since 2015 Amsterdam since 1908 Luxembourg since 1931 Paris Casablanca since 2014 Tokyo since 2008 Singapore since 2014 Shareholders
Slide 10: Strong performance from principal Group companies in 2015
Strong performance from principal Group companies in 2015 Sales growth EBITDA growth Bureau Veritas +11.1% +11.7% Saint-Gobain +3.3% +4.5% Cromology +0.6% +0.9% Stahl +22.5% +40.8% IHS +131.4% +268.8% (1) Constantia Flexibles (2) +9.4% +3.0% AlliedBarton (2) +5.0% +3.2% (1) EBIT growth (2) 12-month
Slide 11: Developments at Group companies in 2015
Developments at Group companies in 2015 Bureau Veritas carried out 9 acquisitions, including 4 in China Saint-Gobain entered a key phase in the reorganization of its buisness portfolio, finalizing the sale of Verallia and pursuing its plan to acquire control of Sika IHS finalized its acquisitions in
Slide 12: Robust investment activity in 2015
Robust investment activity in 2015 €1.5bn invested Additional CSP Technologies Constantia Flexibles investment of $109M AlliedBarton Security acquisition finalized acquisition finalized in IHS Services $227M(1) equity investment €571M equity investment acquisition finalized $688M(2) equity investmen
Slide 13: Why did we invest in Constantia Flexibles?
Why did we invest in Constantia Flexibles? Developing a new world leader in flexible packaging • 54 manufacturing sites in 23 countries serving 3,000 customers in more than 115 countries €571M equity investment • Resilient organic growth underpinned by ... 61.1% of capital held • ... long-term trend
Slide 14: Constantia Flexibles: first year in the Group
Constantia Flexibles Numerous accomplishments during Constantia’s first year in the Group Long-term investors 3 acquisitions in high-growth MCP - RAG regions Foundation 11% • Afripack in Africa • Pemara in Southeast Asia H. Turnauer Foundation • Oai Hung in Vietnam (1) 27% Wendel 61% Wendel contribu
Slide 15: Constantia ID Video
Constantia ID Video Shareholders’ Meeting | June 1, 2016 15
Slide 16: Why did we invest in AlliedBarton?
Why did we invest in AlliedBarton? Capitalizing on a long-term US trend: organic growth and consolidation of the security services market $2.3bn of sales Recognized US security services company with a nationwide network Exceptional platform for consolidation in a very $688M equity investment (1) fra
Slide 17: AlliedBarton Security Services: sound industry fundamentals
AlliedBarton Security Services Sound industry fundamentals Why is the demand for outsourced security officers so high? • Growing concerns about security and criminality • Need for specialized security officers driven by vertical markets • Non-strategic functions increasingly outsourced • Companies w
Slide 18: All strategic objectives achieved 18 months ahead of schedule
2015 All strategic objectives achieved 18 months ahead of schedule Shareholders’ Meeting | June 1, 2016 18
Slide 19: 2015 Key figures
2015 Key figures Record consolidated net sales of nearly €8bn Net income from business sectors up 24.1% €727M capital gain realized on the sale of Bureau Veritas shares (1) 5.5% organic growth at companies acquired in 2015 (1) Capital gain realized on the sale of Bureau Veritas shares in 2015 recogn
Slide 20: 2015 Net income from business sectors – contribution from Group companies
2015 Net income from business sectors – contribution from Group companies In millions of euros 2014 2015 Δ Bureau Veritas 404.2 432.7 +7.1% Stahl 52.0 84.4 +62.4% Positive impact of integrating Clariant Leather Services Cromology (1) 21.5 17.0 -21.2% Constantia Flexibles 55.3 n.a. (Consolidated sinc
Slide 21: 2015 Non-recurring items
2015 Non-recurring items In millions of euros 2014 2015 Capital gain on sale of Kerneos, Parex and Chryso 329.6 - Capital loss on sale of block of Saint-Gobain shares -106.7 - Dilution gain (loss) 8.1 12.0 Changes in fair value of Saint-Gobain puts -22.5 28.4 Asset impairment -127.3 -128.1 Translati
Slide 22: 2015 consolidated results
2015 consolidated results In millions of euros 2014 2015 Total contribution from Group companies 599.0 679.5 Financing, operating expenses and taxes -226.5 -217.3 Net income from business sectors (1) 372.5 462.2 Net income from business sectors (1), Group share 154.9 158.3 Non-recurring income -56.0
Slide 23: Increasing dividend year after year
Increasing dividend year after year Number of shares reduced by 4.7% since 2009 €2.15(2) €2.00 €1.85 €1.75 €1.25 €1.30(1) €1.00 2009 2010 2011 2012 2013 2014 2015 (1) Excluding the special distribution of one Legrand share for every 50 Wendel shares held. (2) Subject to shareholder approval at today
Slide 24: Very high total return to shareholders
Very high total return to shareholders as of December 31, 2015 Total annualized yield Total annualized yield since January 1, 2003 since January 1, 2009 20.3% 15.9% 5.5% 6.1% Euro Stoxx 50 Wendel Euro Stoxx 50 Wendel total net return total net return Source: Factset, TSR Shareholders’ Meeting | June
Slide 25: 2016: Reorientation toward unlisted companies stepped up
2016 Reorientation toward unlisted companies stepped up Shareholders’ Meeting | June 1, 2016 25
Slide 26: Net sales of Group companies in Q1 2016
Net sales of Group companies in Q1 2016 Net sales Δ Organic Δ Q1 2016 Bureau Veritas €1,059.4M -4.2% -0.6% Saint-Gobain (1) €9,136M -1.9% +1.8% IHS $231.4M +53.0% n.a. Constantia Flexibles (2) €498.7M +9.1% +4.2% AlliedBarton (2) $584.6M +6.5% +6.5% Stahl €158.5M +4.4% +5.9% Cromology €168.6M -1.1%
Slide 27: AlliedBarton & Universal merge to form the US leader in security services
AlliedBarton & Universal merge to form the US leader in security services The new company will operate under the name of 140,000 skilled security AlliedUniversal and will be officers the US leader in security services Net sales of $4.5 billion Wendel will hold 33% of and adjusted pro forma the share
Slide 28: AlliedBarton video
AlliedBarton video Shareholders’ Meeting | June 1, 2016 28
Slide 29: Continued reorientation toward unlisted assets; Saint-Gobain share sale
Continued reorientation toward unlisted assets and fully reaffirmed support for Saint-Gobain’s strategy €1,155M €500M for 30 million shares sold, of in bonds exchangeable which 10 million repurchased for Saint-Gobain shares by Saint-Gobain at €51.98 Wendel maintains 6.4% of Reduction in average the
Slide 30: Divestment of Parcours
Oranje-Nassau Développement Divestment of Parcours Wendel has sold Parcours to ALD Automotive (Société Générale group), a leader in long-term leasing ~ €240M ~ 2,2 x Net sale proceeds Multiple over initial for Wendel investment IRR of ~40% of value creation from increase in multiples ~18% p.a. (~7x
Slide 31: Wendel's support has helped Parcours experience strong growth
Wendel’s support has helped Parcours experience strong growth Robust growth in managed fleet Network growth since 2010 in France and abroad # locations Spain # vehicles 65,365 Belgium Luxembourg +57% 10 9.5% CAGR for Spain Portugal Parcours Belgium UK Luxembourg 4 +45% 4,500 2% CAGR for 22 other 18
Slide 32: NAV: €139.6 as of May 23, 2016
NAV: €139.6 as of May 23, 2016 (in millions of euros) 5/23/2016 Listed equity investments Number of shares Share price (1) 4,884 • Bureau Veritas 177.2 million €19.7 3,488 • Saint-Gobain 35.8 million €39.0 1,397 Unlisted investments & Oranje-Nassau Développement(2)(3) 3,643 Other assets and liabilit
Slide 33: Debt ratio reduced to 22.8% as of May 23, 2016
Debt ratio reduced to 22.8% as of May 23, 2016 Increased flexibility for carrying out new acquisitions Debt level reduced, giving Wendel a ratio sustainably below 30% 40.9% 38.5% 36.7% 36.6% 35% 32.6% 32.4% 34.4% 34.5% * 34.6% 31.9% 30.8% 30.4% 28.3% 30% 30.5% 26.6% 28.0% 28.5% 24.7% 21.4% 22.8% 12.
Slide 34: Unlisted assets up 3.2x in 3 years
Reorientation toward unlisted companies stepped up Breakdown of gross asset value Unlisted assets up 3.2x in 3 years Listed assets Cash and other diversified assets Unlisted assets 24% 35% 11% March 18, March 16, May 23, 2013 2015 2016 * * Pro forma for €644M bond repayment on May 26, 2016 Sharehold
Slide 35: Our geographic exposure rebalanced since 2012
Our geographic exposure rebalanced since 2012 Enterprise value exposure(1) of the Group’s companies, according to the geographic breakdown of 2012/15 revenues. NORTH AMERICA AFRICA AND OTHER 19% 12% 10% 6% 12/31/12 5/23/2016 12/31/12 5/23/2016 FRANCE EUROPE LATIN AMERICA AND ASIA-PACIFIC 28% 27% 23%
Slide 36: Sectoral exposure rebalanced since 2012
Sectoral exposure rebalanced since 2012 Enterprise value exposure(1) of the Group’s companies, according to the sectoral breakdown of 2012/15 revenues. RENOVATION AND NEW CONSTRUCTION AUTOMOTIVE AND TRANSPORTATION 39% 17% 10% 8% 12/31/12 5/23/2016 12/31/12 5/23/2016 ENERGY, INFRASTRUCTURE AND HEALTH
Slide 37: Portfolio of leading companies, diversification, financial resources
Portfolio of leading companies Additional diversification Significant financial resources Shareholders’ Meeting | June 1, 2016 37
Slide 38: Corporate social responsibility
DRAFT- 5/23/2016 Corporate social responsibility Shareholders’ Meeting | June 1, 2016 38
Slide 39: CSR in Wendel's activities
CSR – in Wendel’s activities Wendel’s activities have little impact on the environment Wendel is committed to the community • Supporting Insead since 1996 • Centre Pompidou-Metz since 2010 The Code of Ethics supplies the frame of reference for Wendel’s role as a long-term investor Shareholders’ Meet
Slide 40: CSR in Wendel subsidiaries
CSR – in Wendel Subsidiaries As a shareholder, Wendel assesses CSR risks and opportunities at every phase of its investing life cycle: • at the time of acquisition through social and environmental due diligence, • while supporting companies over the long term. PRINCIPLES • The management team of eac
Slide 41: CSR scope 2015
CSR – Subsidiaries 2015 Scope • In 2015, Constantia Flexibles and CSP Technologies entered the scope of Wendel’s CSR review Shareholders’ Meeting | June 1, 2016 41
Slide 42: Constantia Flexibles' commitment
Constantia Flexibles’ commitment Constantia Flexibles considers environmental responsibility to be an integral part of its business. Constantia Flexibles created a sustainable development department in 2010, reflecting its commitment to this topic. Shareholders’ Meeting | June 1, 2016 42
Slide 43: Environmental and social responsibility at Constantia Flexibles
Environmental and social responsibility are central to Constantia Flexibles’ CSR policies Environmental responsibility • Knowledge of potential environmental risks (employee awareness) and use of certain technologies to minimize them • Use of more environment-friendly materials • Management of waste
Slide 44: Ambitious objectives for climate change
Ambitious objectives for climate change Since 2005, Constantia Flexibles has measured direct and indirect greenhouse gas emissions, in accordance with the Greenhouse Gas Protocol Constantia Flexibles has committed to reducing its CO2 emissions by 40% between 2005 and 2023 Shareholders’ Meeting | Jun
Slide 45: Company-wide carbon footprint objective
Ambitious objectives for climate change Company-wide carbon footprint objective Reduction in CO2 emissions by sq. m. produced In 2015, Constantia Flexibles had Reduction of approx. 18%. already achieved 45% of its CO2 emissions reduction objectives 100% 82% 2005 2015 * Calculation based on scopes 1
Slide 46: Recognition for Constantia Flexibles' achievements
Recognition for Constantia Flexibles’ achievements “B” performance rating for the Constantia Flexibles is “Silver” company’s efforts at reducing certified by Ecovadis, as a and adapting to climate result of its very favorable CSR change and at greater evaluation ranking (among the top transparency 3
Slide 47: CSR is central to Constantia's sales & marketing policies
CSR is central to Constantia’s sales & marketing policies Sustainable development policies are integrated into the business Shareholders’ Meeting | June 1, 2016 47
Slide 48: Corporate governance
Corporate governance, by Dominique Hériard Dubreuil, Chairwoman of the Governance Committee Shareholders’ Meeting | June 1, 2016 48
Slide 49: The Supervisory Board as of May 31, 2016
The Supervisory Board as of May 31, 2016 François de Wendel Dominique Laurent Burelle* Bénédicte Coste Édouard de l’Espée Priscilla de Moustier Chairman of Hériard Dubreuil* the Supervisory Board Vice-Chairwoman Christian d’Oosthove Gervais Pellissier* Fabienne Porquier Guylaine Saucier* Jacqueline
Slide 50: Governance Committee and Audit Committee
As of May 31, 2016 Governance committee Audit Committee Dominique Hériard Dubreuil, Guylaine Saucier, Chairwoman Chairwoman Priscilla de Moustier Bénédicte Coste Christian d’Oosthove Dominique Hériard Dubreuil Guylaine Saucier Édouard de l’Espée Jacqueline Tammenoms Bakker Gervais Pellissier Humbert
Slide 51: Supervisory Board compensation in 2015
Supervisory Board compensation in 2015 ■ Director's fees paid Annual envelope approved by shareholders on June 4, 2010 €750,000 Gross amounts paid in 2015 €625,000 ■ Breakdown of directors' fees Basic director's fee €35,000 Double director's fee for the Chairman of each Committee €70,000 Additional
Slide 52: Renewal of the appointment of Mr. François de Wendel
Renewal of the appointment of Mr. François de Wendel Renewal of the appointment of Mr. François de Wendel as a member of the Supervisory Board for four years Shareholders’ Meeting | June 1, 2016 52
Slide 53: Executive Board compensation
Executive Board compensation pages 104-117 and 381-382 of the Registration Document, and pages 48-60 of the Meeting invitation Shareholders’ Meeting | June 1, 2016 53
Slide 54: 2015 Variable compensation
2015 Variable compensation ■ Variable compensation is contingent upon achieving quantitative and qualitative objectives and can amount to 100% of fixed compensation ■ 70% on quantitative objectives, based on very specific scenarios and mathematical formulas, enabling precise calculation ► Operating
Slide 55: Executive Board compensation in 2015
Executive Board compensation in 2015 Payable to 2015 Comments Frédéric Fixed compensation 1,200,000 Unchanged since 2009 Lemoine Variable compensation 1,050,120 87.51% of the maximum Bernard Fixed compensation 800,000 Unchanged since 2013 Gautier Variable compensation 700,080 87.51% of the maximum ■
Slide 56: 2015 stock options and performance shares
2015 stock options and performance shares Frédéric Lemoine Bernard Gautier Number of stock options 51,747 34,500 granted* Exercise price (without discount) €112.39 Number of performance shares 17,249 11,500 granted* *The amount allocated to the Executive Board represented 0.36% of the capital, as ap
Slide 57: Executive Board termination benefits
Executive Board termination benefits ■ In the event of a forced departure, each Executive Board member has the right to certain severance payments: − up to two years of their last total fixed and target variable compensation. − subject to performance conditions, the details of which are described on
Slide 58: Resolutions
Resolutions Shareholders’ Meeting | June 1, 2016 58
Slide 59: Overview of resolutions
Overview of resolutions Ordinary/special resolution 2015 Financial statements 1-5 Related-party agreements Governance 6 Appointment to the Supervisory Board Executive Board compensation 7 -8 Financial authorizations Buyback program 9 Other financial authorizations 10-17 Employee shareholders 18 - 20
Slide 60: 2015 – Approval of financial statements and dividend
2015 – Approval of financial statements and dividend 1st resolution Approval of the parent company financial statements Net income: €1,339 M 2nd resolution Approval of the consolidated financial statements Net loss, Group share: €146.2 M 3rd resolution Proposed dividend of €2.15 per share > Ex-divid
Slide 61: 2015 – Related-party agreements
2015 – Related-party agreements 4th resolution Approval of related-party agreements co-investment made by members of the Executive Board in AlliedBarton Security Services additional co-investment of Executive Board members in IHS and CSP Technologies 5th resolution Agreements relating to use of
Slide 62: Governance – Appointment to the Supervisory Board
Governance – Appointment to the Supervisory Board François de Wendel Renewal of term for four years 6th resolution Shareholders’ Meeting | June 1, 2016 62
Slide 63: Governance – Executive Board compensation
Governance – Executive Board compensation 7th resolution Non-binding vote on compensation owed or granted to Executive Board Chairman Frédéric Lemoine for 2015 8th resolution Non-binding vote on compensation owed or granted to Executive Board member Bernard Gautier for 2015 Shareholders’ Meeting | J
Slide 64: Financial authorizations – Buyback program
Financial authorizations – Buyback program 9th resolution Authorization granted to the Executive Board to trade in the Company’s shares at a maximum purchase price of €200 and not exceeding 10% of share capital, for 14 months Shareholders’ Meeting | June 1, 2016 64
Slide 65: Financial authorizations: Capital increases
Financial authorizations: Capital increases 10th resolution 11th, 12th, 13th and 15th resolutions Without cancellation of subscription With cancellation of preferential rights: €95M subscription rights, including as consideration for contributions of shares: 14th resolution €19M In the event of exce
Slide 66: Employee shareholders
Employee shareholders 18th resolution Capital increase reserved for members of the Group savings plan Maximum amount: €200,000 Duration: 14 months 19th and 20th Grant of stock subscription and/or purchase options and performance shares to resolutions corporate officers and employees Ceiling: 1% of c
Slide 67: Powers for legal formalities
Powers for legal formalities 21st resolution Powers for legal formalities Shareholders’ Meeting | June 1, 2016 67
Slide 68: Supervisory Board's comments
Supervisory Board’s comments: Shareholders’ Meeting | June 1, 2016 68
Slide 69: The Statutory Auditors' reports
The Statutory Auditors' reports Shareholders’ Meeting | June 1, 2016 69
Slide 70: Statutory Auditors' reports: Ordinary Meeting
The Statutory Auditors' reports To shareholders at their Ordinary Meeting on the parent company financial statements on the consolidated financial statements on related-party agreements and commitments on the report of the Chairman of the Supervisory Board Shareholders’ Meeting | June 1, 201
Slide 71: Statutory Auditors' reports: Special Meeting
The Statutory Auditors' reports To shareholders at their Special Meeting on the issue of shares and various securities with or without cancellation of preferential subscription rights on the authorization to grant subscription- or purchase-type options on the authorization to grant free shares
Slide 72: Questions/Answers
Questions/Answers Shareholders’ Meeting | June 1, 2016 72
Slide 73: Vote on resolutions
Vote on resolutions Shareholders’ Meeting | June 1, 2016 73
Slide 74: Approval of the 2015 parent company financial statements
Resolution 1 Approval of the 2015 parent company financial statements Net income: €1,338,591,468.59 Shareholders’ Meeting | June 1, 2016 74
Slide 75: Parent company income statement (2015)
Parent company income statement (2015) (page 320 of the 2015 Registration Document) Shareholders’ Meeting | June 1, 2016 75
Slide 76: Approval of the 2015 consolidated financial statements
Resolution 2 Approval of the 2015 consolidated financial statements Net loss, Group share: €146,230 thousand Shareholders’ Meeting | June 1, 2016 76
Slide 77: Consolidated income statement (2015)
Consolidated income statement (2015) (page 224 of the 2015 Registration Document) Shareholders’ Meeting | June 1, 2016 77
Slide 78: Net income allocation, dividend approval and payment
Resolution 3 Net income allocation, dividend approval and payment Dividend of €2.15 per share Ex-dividend date: June 6, 2016 Dividend payment date: June 8, 2016 Shareholders’ Meeting | June 1, 2016 78
Slide 79: Approval of related-party agreements
Resolution 4 Approval of related-party agreements • co-investment made by members of the Executive Board in AlliedBarton Security Services • additional co-investment of Executive Board members in IHS and CSP Technologies Shareholders’ Meeting | June 1, 2016 79
Slide 80: Related-party agreement concerning the Wendel brand
Resolution 5 Approval of a related-party agreement concerning the Wendel brand • Use of the Wendel brand in the United Kingdom Shareholders’ Meeting | June 1, 2016 80
Slide 81: Renewal of François de Wendel as Supervisory Board member
Resolution 6 Renewal of the appointment of François de Wendel as a member of the Supervisory Board François de Wendel Term of office: 4 years Shareholders’ Meeting | June 1, 2016 81
Slide 82: Vote on compensation of Frédéric Lemoine
Resolution 7 Non-binding vote on compensation owed or granted to Frédéric Lemoine, Chairman of the Executive Board Shareholders’ Meeting | June 1, 2016 82
Slide 83: Vote on compensation of Bernard Gautier
Resolution 8 Non-binding vote on compensation owed or granted to Bernard Gautier, member of the Executive Board Shareholders’ Meeting | June 1, 2016 83
Slide 84: Authorization to purchase the Company's shares
Resolution 9 Authorization granted to the Executive Board to purchase the Company’s shares: maximum purchase price of €200 Shareholders’ Meeting | June 1, 2016 84
Slide 85: Capital increase with preferential subscription rights maintained
Resolution 10 Delegation of power to the Executive Board to increase share capital, with preferential subscription rights maintained, up to a maximum par value of €95 million Duration: 14 months Shareholders’ Meeting | June 1, 2016 85
Slide 86: Capital increase with preferential rights canceled
Resolution 11 Delegation of power to the Executive Board to increase share capital, with preferential subscription rights canceled but with the possibility of granting a priority period for shareholders, for a maximum par value of €19 million Duration: 14 months Shareholders’ Meeting | June 1, 2016
Slide 87: Capital increase by private placement
Resolution 12 Delegation of power to the Executive Board to increase share capital through the issue of shares or securities giving access to the Company’s capital with preferential subscription rights canceled, under a private placement as set forth in Article L.411-2 II of the French Monetary and
Slide 88: Authorization to set the issue price
Resolution 13 Authorization for the Executive Board to set the issue price, using the methods approved by shareholders, for shares or securities, with preferential subscription rights canceled, through a private placement or public offering, up to a yearly limit of 10% of the Company’s share capital
Slide 89: Increase in shares issued in event of excess demand
Resolution 14 Delegation of power to the Executive Board to increase the number of shares to be issued in the event of excess demand, by up to 15% of the initial issue, with preferential subscription rights maintained or canceled Duration: 14 months Shareholders’ Meeting | June 1, 2016 89
Slide 90: Capital increase for contributions of shares
Resolution 15 Delegation of power to the Executive Board to increase share capital, in consideration for contributions of shares, either independently or through a public exchange offer, of up to €19 million, with preferential subscription rights canceled Duration: 14 months Shareholders’ Meeting |
Slide 91: Capital increase through capitalization of reserves
Resolution 16 Delegation of power to the Executive Board to increase share capital through the capitalization of reserves, net income or premiums, by up to €80 million Duration: 14 months Shareholders’ Meeting | June 1, 2016 91
Slide 92: Maximum aggregate amount of capital increases
Resolution 17 Maximum aggregate amount of capital increases Ceiling: €210 million par value Duration: 14 months Shareholders’ Meeting | June 1, 2016 92
Slide 93: Capital increase reserved for Group savings plan
Resolution 18 Delegation of power to the Executive Board to increase share capital, with preferential subscription rights canceled, through the issue of shares or securities giving access to the capital, reserved for members of the Group savings plan, up to a maximum par value of €200,000 Duration:
Slide 94: Authorization to grant stock options
Resolution 19 Authorization granted to the Executive Board to grant stock subscription options to corporate officers and employees, with preferential subscription rights canceled, and/or stock purchase options, up to a maximum of 1% of the share capital, with up to 0.36% of this maximum amount avail
Slide 95: Authorization to grant performance shares
Resolution 20 Authorization to the Executive Board to grant performance shares to corporate officers and employees, with preferential subscription rights canceled, up to a limit of 0.3333% of share capital, with this amount being included in the common ceiling of 1% set in the 19th resolution, and w
Slide 96: Powers for legal formalities
Resolution 21 Powers for legal formalities Shareholders’ Meeting | June 1, 2016 96
Slide 97: Disclaimer
Disclaimer • This document has been prepared by Wendel S.A. (“Wendel”) solely for use during the Shareholders’ Meeting, to be held on June 1, 2016. This document must be treated confidentially by attendees at such presentation and may not be reproduced or redistributed to any other person. • No repr
Slide 98: Shareholders' Meeting | June 1, 2016
Shareholders’ Meeting | June 1, 2016 98