Edenred Sa · EURONEXT:EDEN
Edenred Sa — Shareholder Meeting (May 2012)
107 slides from Edenred Sa's shareholder meeting presentation, May 15, 2012
Slide 1: Shareholders' Meeting May 15, 2012
Shareholders’ Meeting May 15, 2012
Slide 2: Introduction
Introduction Chapter 1 Titre du document - date - Arial regular 8pts 2
Slide 3: Edenred: 50-year History
Edenred: 50-year History Offer diversification Geographic expansion 2000 - 2010 June 2010 Company Creation of the creation meal voucher concept 1976 - 2000 1962 - 1976 4 types of solutions 38 countries 6,000 employees 580,000 clients 1.3 million affiliates 36.2 millions beneficiaries Edenred, a comp
Slide 4: 4 Types of Solutions
4 Types of Solutions Employee Benefits Expense management Prepaid services that make Business expenses management employees’ lives easier with full transparency at a lower cost Incentive & rewards Public social programs Customized solutions to increase Solutions that enable public institutions to em
Slide 5: Geographic footprint in 4 continents
Geographic footprint in 4 continents Western Europe Central Europe Austria Luxembourg Bulgaria Belgium Netherlands Czech Republic Finland Portugal Hungary France Spain Poland Germany Sweden Romania Greece Switzerland Slovakia Italy UK Latin America Argentina Peru Rest of the world Brazil Uruguay Chi
Slide 6: A unique business model
A unique business model …and effective A unique…. business model Strong growth Merchant fees: 3.5% Client fees: 1.1% +10.5% issue volume growth(1) since 2003 Lost/Expired: 0.6% High cash flow Affiliates Clients generation 1.3 million 580,000 Financial revenue: +23.9% FFO(2) growth(1) 0.6% since 2003
Slide 7: Our ambition: be the most trusted organization by all stakeholders
Our ambition: be the most trusted organization by all stakeholders Today Our ambition World leader Generate in prepaid Be the referent strong and corporate of our sustainable services Customers(1) growth (1) Customers: clients, affiliates and beneficiaries 7
Slide 8: A step-by-step strategy
A step-by-step strategy Invent 2016 : develop new growth Invent 3 territories thanks to digital and innovation 2016 Conquer 2012, based on two pillars: Conquer Organic growth 2 2012 Shift to digital Win 2010, by becoming an independent company: Win New Board of directors and management team 20
Slide 9: The work of the Board of Directors in 2011
The work of the Board of Directors in 2011 Chapter 2 Titre du document - date - Arial regular 8pts 9
Slide 10: Board of Directors
Board of Directors Jean Paul Bailly* (1) Sébastien Bazin (3) Anne Bouverot* (2) Director General of the Philippe Citerne* (2) Chairman of the French Principal, Managing GSMA association Former Chief Operating Post Office (Groupe La Director Europe of of mobile telephone Officer of Société Générale P
Slide 11: Role of the Vice-Chairman, Senior Independent Director
Role of the Vice-Chairman, Senior Independent Director Vice-Chairman Philippe Citerne* Preferred contact for the other independent directors Organizes a meeting of independent directors at least once a year (February 22, 2012) Ensures that requests from shareholders not represented on the Boar
Slide 12: 3 Committees of the Board
3 Committees of the Board Audit and Risks Committee Chairman Philippe Citerne* 5 members, including 3 independent directors Compensation and Appointments Committee Chairman Gabriele Galateri di Genola * 5 members, including 3 independent directors Commitments Committee Chairman Sébastien Bazin 5 mem
Slide 13: Members and Role of the Audit and Risks Committee
Members and Role of the Audit and Risks Committee Committee members Philippe Citerne * Former Chief Operating Officer of Société Générale Jean-Paul Bailly * Anne Bouverot * Virginie Morgon Nadra Moussalem Chairman of the French Director General of the Member of the Eurazeo Principal of Colony Post O
Slide 14: Work of the Audit and Risks Committee in 2011
Work of the Audit and Risks Committee in 2011 Committee Meetings At least three meetings per year Three meetings in 2011 100% attendance rate Work of the Committee in 2011 Review of the annual consolidated and parent company financial statements Review of risk management policy and systems
Slide 15: Members and Role of the Compensation and Appointments Committee
Members and Role of the Compensation and Appointments Committee Committee members Gabriele Galateri di Genola * Chairman of Assicurazioni Generali S.p.A. Sébastien Bazin Philippe Citerne * Françoise Gri * Patrick Sayer Principal, Managing Former Chief Operating Chairman of Manpower Chairman of the E
Slide 16: Work of the Compensation and Appointments Committee in 2011
Work of the Compensation and Appointments Committee in 2011 Committee Meetings At least two meetings per year Four meetings in 2011 95% attendance rate Work of the Committee in 2011 Proposals and decisions concerning the Chairman and Chief Executive Officer’s compensation Opinion on the ma
Slide 17: Chairman and Chief Executive Officer's compensation
Chairman and Chief Executive Officer’s compensation Compensation paid to Jacques Stern for 2010 and 2011 Stock options and performance shares granted to Jacques Stern in 2010 and 2011 En €K 1600 350 Thousand Milliers 1400 300 1200 1000 250 Part Bonus Stock variable 200 Stockoptions options 800 600 S
Slide 18: 2011 Results
2011 Results Chapter 3 Titre du document - date - Arial regular 8pts 18
Slide 19: 2011 Achievements, in line with Strategic Objectives
2011 Achievements, Invent 2016 Conquer 2012 in line with Strategic Objectives 2011 Win 2010 Invent Stronger foundations 2016 to boost growth Conquer First effects of organic growth strategy 2012 Digital shift 2011 well on track Win Robust financial 2010 performance In 2011, reinforcement of Group fo
Slide 20: Stronger foundations to boost growth
Invent 2016 Conquer 2012 2011 Stronger foundations to boost growth Win 2010 Launches over Organization, Processes & the last 18 months Digital 18 new digital projects Tools 120+ Innovation innovations in the pipeline New countries 15 countries screened Our Management B C Approach A Build differentia
Slide 21: First effects of organic growth strategy
Invent 2016 Conquer 2012 2011 First effects of organic growth strategy, within a long-term plan Win 2010 Strong sales Penetration rate increase of +5.3% L/L in 2011 performance 1.7 million new beneficiaries in 2011 2011 2012 2013 Acceleration of Contribution to IV (1) 26 new solutions Contribution
Slide 22: Digital shift well on track
Invent 2016 Conquer Digital shift well on track 2012 2011 Win 2010 Digital transition stage Digital deployment across countries Digital issue volume Transition stage (in nb of countries(1)) Done (>50% 6 11 digital IV) >70% 2012 In process ) 2011 (5% to 50% 4 10 digital IV) 50% Launch 2009 (0% to 5%
Slide 23: Robust financial performance
Invent 2016 Conquer Robust financial performance 2012 2011 Win 2010 2011 L/L issue volume +9.7%, in line with the 6% to 14% normalized(1) medium-term target growth 2011 EBIT €355m, at the high end of the target range of €340m to €360m 2011 L/L +20.8%, exceeding the normalized(1) medium-term targe
Slide 24: 2011 Dividend and Financial Policy
Invent 2016 2011 Dividend and Financial Policy Conquer 2012 2011 Win 2010 Financial Policy Balanced use of free cash flows between return to shareholders, gross debt repayment and targeted acquisitions, while maintaining a sound financial position (strong investment grade rating(1)) Long-term sh
Slide 25: 2011 Key Figures
2011 Key Figures Issue Volume of €15,188m up +9.7% L/L In € millions 2011 L/L Growth Operating Revenue 940 +9.2% (Corresponding to client and merchant fees, and lost and expired) Financial Revenue 92 +15.2% (Corresponding to interests generated by the float* investment) Total Revenue 1,032 +9.7% EBI
Slide 26: 2011 Issue Volume by Type of Solutions
2011 Issue Volume by Type of Solutions BtoB Services BtoG Services Strong momentum in Food and Quality of Life Benefits Fast growth in Expense Management solutions (1) Excluding French BtoC gift activity 26
Slide 27: 2011 Issue Volume by region
2011 Issue Volume by region 38 countries Emerging countries 58% of issue volume +17.8% L/L Growth Developed countries 42% of issue volume +2.7%(1) L/L Growth Strong footprint in emerging countries, where issue volume was up 18% in 2011 (1) Excluding CONSIP contract loss in Italy (€132m), and French
Slide 28: Contribution of Growth Drivers to 2011 Issue Volume
Contribution of Growth Drivers to 2011 Issue Volume 2011 organic issue New solutions volume growth 9.7% +0.8% L/L in 2011 = Acceleration of new solutions roll-out Good performance of meal voucher in Mexico: 46,000 new Create new beneficiaries at end-2011 solutions 3 0.8% Face value +3.6% L/L in
Slide 29: 2011 Revenue: €1.0Bn
2011 Revenue: €1,0Bn Revenue generation Client fees 1.1% + Merchant Client Merchant fee fees: 3.5% fees: 1.1% 3.5% + Lost/Expired 0.6% Breakage: 0.6% = Merchants Clients Operating 1.3 million 580,000 revenue/IV (1) Financial revenue: 5.2% 0.6% + Financial revenue Beneficiaries 0.6% 36.2 million = To
Slide 30: 2011 EBIT: €355m
2011 EBIT: €355m Change Change In € millions reported L/L (1) 2010 2011 Operating revenue generated by issue volume 729 782 +7.3% +9.0% Other operating revenue 156 158 +1.2% +9.6% Total operating revenue 885 940 +6.2% +9.2% Financial revenue 80 92 +14.7% +15.2% Total revenue 965 1,032 +6.9% +9.7% Op
Slide 31: 2011 Net Profit
2011 Net Profit In € millions 2010 2011 EBIT 328 355 Net financial expense (62) (40) Operating profit before tax and non-recurring items 266 315 Non-recurring income and expenses, net (100) (7) Income tax expense (89) (103) Minority interests (9) (11) Net profit, Group share 68 194 Recurring net pro
Slide 32: 2011 Dividend
2011 Dividend Change 2010 2011 reported Recurring net profit after tax (in € millions) 165 203 +23.1% Average number of shares (millions) 226 226 Recurring net profit after tax, per share (in €) 0.73 0.90 Dividend per share (in €) 0.50 0.70 +40.0% Dividend (in € millions) 113 158 Payout ratio 68% 78
Slide 33: Cash Flows
Cash Flows In € millions 2010 2011 EBITDA 357 384 Net financial expense (62) (40) Income tax paid (91) (97) Other 9 10 Funds From Operations 213 257 (Increase)/decrease in working capital 142 140 (Increase)/decrease in restricted cash (42) (56) Recurring capex (32) (35) Free Cash Flow 281 306 Develo
Slide 34: A Balanced Financial Policy
A Balanced Financial Policy 2011 Free Cash Flow: €306m Dividends €124m Share buybacks €6m Gross debt repayment (1) €100m Increase in available cash €66m Other €10m Strong free cash flow generation in 2011 enabled the Group to offer a high return to shareholders and to pay down debt (1) Rep
Slide 35: Share Performance
Share Performance Chapter 4 Titre du document - date - Arial regular 8pts 35
Slide 36: The Edenred share versus SBF120 index
The Edenred share versus SBF120 index (from July 2nd 2010 to May 11 2012) 200 Edenred +80.6% 180 160 140 120 100 SBF120 80 -2.5% H2 2010 2011 2012 Edenred +36% +7% +23% SBF 120 +15% -16% +1% Edenred share on July 2nd 2010: opening price of €13 36
Slide 37: The Edenred share versus peers
The Edenred share versus peers (from July 2nd 2010 to May 11 2012) 195 Edenred +80.6% 175 Expense management 155 +70.6% Sodexo 135 +34.1% HR services 115 providers +24.9% 95 75 BtoC Prepaid -36.4% 55 Edenred Sodexo BtoC Prepaid Prépayé BtoC Expense Gestion des management Frais Professionnels HR serv
Slide 38: Edenred Ownership Structure
Edenred Ownership Structure Edenred ownership structure Geographic breakdown at January 11, 2012 of institutional shareholder base 4.8% 5% 21.5% 9% Concert Shareholders represented Etats-Unis United States on the Board* Royaume-Uni United Kingdom Investisseurs Institutional shareholders 21% 41% Fran
Slide 39: Our strategy to conquer 2012
Our strategy to conquer 2012 Chapter 5 Titre du document - date - Arial regular 8pts 39
Slide 40: Conquer 2012: A Strategy Based on Two Pillars
Conquer 2012: A Strategy Based on Two Pillars 1 ORGANIC 2 DIGITAL STRATEGY MORE STRATEGY INNOVATION Target: Target: FASTER 6% to 14% 50% digital issue volume DEPLOYMENT issue volume growth by 2012 per year 40
Slide 41: Our Strategy to Create and Roll Out New Solutions
Our Strategy to Create and Roll Out New Solutions TYPES OF CLIENTS Market sizes BtoB BtoG BtoC Employee benefits Dedicated Public Social €318M Programs Funds Expense Incentive & TYPES OF FUNDS Management Rewards Non €123M dedicated Expense funds Management Develop fast growing segments, Keep a close
Slide 42: Innovation at the heart of new solutions development
Innovation at the heart of new solutions development Employee Expense Incentive Public Social Benefits management & Rewards Programs 69 solutions at end-2010 16 solutions at end-2010 33 solutions at end-2010 Solutions already 11 new solutions in 9 new solutions in 6 new solutions in developed in 14
Slide 43: Examples of Solution Launched in 2011: Ticket Restaurante
Examples of Solution Launched in 2011 Ticket Restaurante ® Country: Mexico Solution: meal voucher benefit, with a maximum face value(1) of €3.7 per working day, in addition to the existing food benefit Launch date: H2 2011 Merchant network: 18,500 restaurants Number of beneficiaries: 46,00
Slide 44: Examples of Solution Launched in 2011: Ticket Transporte
Examples of Solution Launched in 2011 Ticket Transporte ® Country: Spain Solution: new benefit for public transportation, with a maximum face value (1) of €1,500 per year Launch date: H2 2011 Merchant network: all public transportation operators in Spain Number of beneficiaries: 5,000 In
Slide 45: Examples of Solution Launched in 2012: Ticket Frete
Examples of Solution Launched in 2012 Ticket Frete ® Country: Brazil Solution: • Heavy fleet expense management solution, in response to a new Brazilian regulation • Customized solution with a web portal dedicated to our clients • Strong partnerships (Itau bank, MasterCard, interoperability with
Slide 46: Examples of Solution Launched in 2012: Ticket Plus Card
Examples of Solution Launched in 2012 Ticket Plus Card ® Country: Germany Solution: benefit for basic products like food or fuel, with a maximum face value(1) of €44 per month per employee Launch date: March 2012 Merchant network: 7,000 merchants (affiliation in progress) Initial customer
Slide 47: Conquer 2012: A Strategy Based on Two Pillars
Conquer 2012: A Strategy Based on Two Pillars 1 ORGANIC 2 DIGITAL STRATEGY MORE STRATEGY INNOVATION Target: Target: FASTER 6% to 14% 50% digital issue volume DEPLOYMENT issue volume growth by 2012 per year 47
Slide 48: Shift to digital: a win-win solution for all our Customers
Shift to digital: a win-win solution for all our Customers Affiliates Beneficiaries Simplified administrative Convenience process Fashionable solutions Value-added services New services (savings, Cost savings discounts…) Clients Public Institutions Optimized, simplified Better control over fund proc
Slide 49: Shift to digital: positive long-term effects for Edenred
Shift to digital: positive long-term effects for Edenred Positive effects for Edenred Acceleration of the shift to digital 2016 Volume 2012 >70% growth 2011 50% 2009 New revenue sources 41% 30% Reduced operating costs Acceleration of the shift to digital since the demerger: Edenred is well on track
Slide 50: Status at end-2011
Status at end-2011 Digital issue volume as a % of total issue volume by geography Europe Rest of the Latin America world (end-2009) 59% 6% 59% (end-2011) 70% 11% 61% 41% digital issue volume at 2011-end 50
Slide 51: Digital Strategy: Opening New Growth Opportunities
Digital Strategy: Opening New Growth Opportunities 2012 New opportunities for innovation and differentiation From Paper… Digital transition …to Digital 30% 34% 41% 50% Digital shift offers long-term benefits for all stakeholders and new growth territories 51
Slide 52: New services for our Customers
New services for our Customers 52
Slide 53: Key Success Factors
Key Success Factors Chapter 6 Titre du document - date - Arial regular 8pts 53
Slide 54: A consistent approach to reach our ambition
A consistent approach to reach our ambition Strategy 2016 2012 2010 Management Ambition Socially Approach Responsible Approach B C Be the Generate A Offer referent of strong and Customer C our sustainable Ideal Inside Customers growth Meal P E S Demand Organization Approach 6,000 employees Governanc
Slide 55: An organization dedicated to the strategy implementation
An organization dedicated to the strategy implementation Strategy implementation 6,000 employees Governance Tools Process 38 countries Organization Entrepreneurial Performance Innovation Sharing Simplicity spirit 55
Slide 56: A management team consistent with the strategic challenges
A management team consistent with the strategic challenges 56
Slide 57: Human resources policies that support Group strategy
Human resources policies that support Group strategy 6,000 employees at the heart of Edenred’s success Invent Develop Harness 2016 enthusiasm energies Support employee Increase employee Speed up the development and motivation and pride in implementation of skills enhancement: working for Edenr
Slide 58: Management approach: Customer Inside
Management approach: « Customer Inside » Edenred, at the heart of a “Customer Inside” relationship with its Approach: B C “Customers”: A Objective • A: Affiliates Address Customers' • B: Beneficiaries interests and concerns and • C: Clients Co meet their needs • C: Community Action drivers • E: Empl
Slide 59: A societal approach consistent with our activities
A societal approach which makes sense, consistent with our activities Nutrition Promoting balanced nutrition Community outreach among employees and Environment affiliates Contributing to local community Supporting eco-design of development products and limiting impacts of day-to-day operations • 8 c
Slide 60: Conclusion
Conclusion Chapter 7 Titre du document - date - Arial regular 8pts 60
Slide 61: Conclusion
Conclusion Strategy 2016 2012 2010 Management Ambition Socially Approach Responsible Approach B C Be the Generate A Offer referent of strong and Customer C our sustainable Ideal Inside Customers growth Meal P E S Demand Organization Approach 6,000 employees Governance Tools Processes Organization A
Slide 62: Presentation of the resolutions
Presentation of the resolutions Chapter 8 Titre du document - date - Arial regular 8pts 62
Slide 63: 1st resolution
1st resolution Approval of the consolidated statements for the year ended December 31, 2011 Consolidated net profit: €194.2 million 63
Slide 64: 2nd resolution
2nd resolution Approval of the parent company financial statements for the year ended December 31, 2011 Net profit: €377,716,305 64
Slide 65: 3rd resolution
3rd resolution Appropriation of profit for the year ended December 31, 2011 and dividend payment Dividend per share: €0.70 Ex-Date and coupon: 31 May 2012 Eligible for the whole amount at the 40% tax relief, unless election to be taxed (prélèvements sociaux surtaxes) 65
Slide 66: 4th to 7th resolutions
4th to 7th resolutions Re-election of Directors for a four-year term Mr Jean-Paul Bailly Mr Bertrand Meheut Ms Virginie Morgon Mr Nadra Moussalem 66
Slide 67: 8th and 9th resolutions
8th and 9th resolutions Re-appointment of one of the Statutory Auditors and one of the Alternate Auditors for a six-year term Cabinet Deloitte & Associés, Statutory Auditor Cabinet BEAS, Alternate Auditor 67
Slide 68: 10th resolution
10th resolution Approval of a related-party agreement Agreement between the Edenred and Accor groups Reassessment of Italian registration duty in connection with demerger of the Accor group Total amount: €27.4 million Equally share of any risks and costs between the two groups 68
Slide 69: 11th resolution
11th resolution Authorization for the Board of Directors to trade in the Company’s shares Minimum sale price: €15 Maximum purchase price: €30 No more than 22,589,739 shares, i.e. 10% of total shares outstanding Sought for a period of 18 months 2011: 231,907 shares purchased at an average p
Slide 70: 12th resolution
12th resolution Authorization for the Board of Directors to reduce the capital by cancelling up to 10% of the total shares outstanding No more than 10% of the total shares outstanding per 24-month period Sought for a period of 24 months 70
Slide 71: 13th resolution
13th resolution Authorization for the Board of Directors to increase the share capital with pre-emptive subscription rights Aggregate par value of shares that may be issued: €225 million Aggregate nominal value of bonds or other debt securities that may be issued: €2,250,000,000 Sought for a p
Slide 72: 14th resolution
14th resolution Authorization for the Board of Directors to increase the share capital through a public offer without pre-emptive subscription rights Aggregate par value of shares that may be issued: €67,500,000 Aggregate nominal value of bonds or other debt securities that may be issued: €675,0
Slide 73: 15th resolution
15th resolution Authorization for the Board of Directors to increase the share capital through a private placement without pre-emptive subscription rights Aggregate par value of shares that may be issued: €67,500,000 Aggregate nominal value of bonds or other debt securities that may be issued: €
Slide 74: 16th resolution
16th resolution Authorization for the Board of Directors to set issue price in the case of a capital increase with pre-emptive subscription rights under certain derogatory conditions No more than 10% of the total shares outstanding per year 74
Slide 75: 17th resolution
17th resolution Authorization to the Board of Director to increase by up to the 15% the amount of any issues carried out with or without pre-emptive subscription rights that are oversubscribed Sought for a period of 26 months 75
Slide 76: 18th resolution
18th resolution Authorization to the Board of Directors to increase the share capital in payment for assets contributed to the Company No more than 10% of the total shares outstanding at the time of issuance Sought for a period of 26 months 76
Slide 77: 19th resolution
19th resolution Authorization for the Board of Directors to increase the share capital by capitalizing retained earnings, profit, additional paid-in capital or any other eligible amount Aggregate par value of shares that may be issued: €225 million Sought for a period of 26 months 77
Slide 78: 20th resolution
20th resolution Authorization to the Board of Directors to issue shares and/or securities carrying rights to shares to employees who are members of an employee stock ownership plan Aggregate par value of shares that may be issued: limited to 2 % of the Company’s capital Sought for a period of 26
Slide 79: 21st resolution
21st resolution Powers to carry out formalities 79
Slide 80: Report of the Audit and Risks Committee
Report of the Audit and Risks Committee Chapter 9 Titre du document - date - Arial regular 8pts 80
Slide 81: Reports of the Statutory Auditors
Reports of the Statutory Auditors Chapter 10 Titre du document - date - Arial regular 8pts 81
Slide 82: Opinion of the Works Council presented to the Annual Meeting
Opinion of the Works Council presented to the Annual Meeting Chapter 11 Titre du document - date - Arial regular 8pts 82
Slide 83: Opinion of the Works Council
Opinion of the Works Council The Council is satisfied with the Group’s results in 2011, its first full year in business It notes that the conditions have been been put in place to drive long-term growth, led by the Group’s 6,000 employees and based mainly on the digital transition, product innovatio
Slide 84: Q&A
Q&A Chapter 12 Titre du document - date - Arial regular 8pts 84
Slide 85: Vote on the resolutions
Vote on the resolutions Chapter 13 Titre du document - date - Arial regular 8pts 85
Slide 86: 1st resolution
1st resolution Approval of the consolidated statements for the year ended December 31, 2011 Consolidated net profit: €194.2 million 86
Slide 87: 2nd resolution
2nd resolution Approval of the parent company financial statements for the year ended December 31, 2011 Net profit: €377,716,305 87
Slide 88: 3rd resolution
3rd resolution Appropriation of profit for the year ended December 31, 2011 and dividend payment Dividend per share: €0.70 88
Slide 89: 4th resolution
4th resolution Re-election as a Director of Mr Jean-Paul Bailly for a four-year term 89
Slide 90: 5th resolution
5th resolution Re-election as a Director of Mr Bertrand Meheut for a four-year term 90
Slide 91: 6th resolution
6th resolution Re-election as a Director of Ms Virginie Morgon for a four-year term 91
Slide 92: 7th resolution
7th resolution Re-election as a Director of Mr Nadra Moussalem for a four-year term 92
Slide 93: 8th resolution
8th resolution Re-appointment of the Statutory Auditors Cabinet Deloitte & Associés, Statutory Auditor 93
Slide 94: 9th resolution
9th resolution Re-appointment of the the Alternate Auditors Cabinet BEAS 94
Slide 95: 10th resolution
10th resolution Approval of a related-party agreement Agreement between the Edenred and Accor groups Reassessment of Italian registration duty in connection with demerger of the Accor group Total amount: €27.4 million Equally share of any risks and costs between the two groups 95
Slide 96: 11th resolution
11th resolution Authorization for the Board of Directors to trade in the Company’s shares Minimum sale price: €15 Maximum purchase price: €30 No more than 22,589,739 shares, i.e. 10% of total shares outstanding Sought for a period of 18 months 2011: 231,907 shares purchased at an average p
Slide 97: 12th resolution
12th resolution Authorization for the Board of Directors to reduce the capital by cancelling up to 10% of the total shares outstanding No more than 10% of the total shares outstanding per 24-month period Sought for a period of 24 months 97
Slide 98: 13th resolution
13th resolution Authorization for the Board of Directors to increase the share capital with pre-emptive subscription rights Aggregate par value of shares that may be issued: €225 million Aggregate nominal value of bonds or other debt securities that may be issued: €2,250,000,000 Sought for a p
Slide 99: 14th resolution
14th resolution Authorization for the Board of Directors to increase the share capital through a public offer without pre-emptive subscription rights Aggregate par value of shares that may be issued: €67,500,000 Aggregate nominal value of bonds or other debt securities that may be issued: €675,0
Slide 100: 15th resolution
15th resolution Authorization for the Board of Directors to increase the share capital through a private placement without pre-emptive subscription rights Aggregate par value of shares that may be issued: €67,500,000 Aggregate nominal value of bonds or other debt securities that may be issued: €
Slide 101: 16th resolution
16th resolution Authorization for the Board of Directors to set issue price in the case of a capital increase with pre-emptive subscription rights under certain derogatory conditions No more than 10% of the total shares outstanding per year 101
Slide 102: 17th resolution
17th resolution Authorization to the Board of Director to increase by up to the 15% the amount of any issues carried out with or without pre-emptive subscription rights that are oversubscribed Sought for a period of 26 months 102
Slide 103: 18th resolution
18th resolution Authorization to the Board of Directors to increase the share capital in payment for assets contributed to the Company No more than 10% of the total shares outstanding at the time of issuance Sought for a period of 26 months 103
Slide 104: 19th resolution
19th resolution Authorization for the Board of Directors to increase the share capital by capitalizing retained earnings, profit, additional paid-in capital or any other eligible amount Aggregate par value of shares that may be issued: €225 million Sought for a period of 26 months 104
Slide 105: 20th resolution
20th resolution Authorization to the Board of Directors to issue shares and/or securities carrying rights to shares to employees who are members of an employee stock ownership plan Aggregate par value of shares that may be issued: limited to 2 % of the Company’s capital Sought for a period of 26
Slide 106: 21st resolution
21st resolution Powers to carry out formalities 106
Slide 107: Shareholders' Meeting May 15, 2012
Shareholders’ Meeting May 15, 2012