Seb Sa · EURONEXT:SK
Seb Sa — Groupe SEB — Shareholder Meeting (May 2022)
137 slides from Seb Sa's shareholder meeting presentation, May 19, 2022
Slide 1: 2022 General Meeting
2022 GENERAL MEETING Paris | May 19, 2022 Follow the webcast of the meeting here or at www.groupeseb.com
Slide 2: Note on forward-looking statements
2022 GENERAL MEETING NOTE This presentation may contain certain forward-looking statements regarding Groupe SEB’s activity, results and financial situation. These forecasts are based on assumptions which seem reasonable at this stage, but which depend on external factors including trends in commodit
Slide 3: Introduction
S 105 year of history byyour side
Slide 4: Contents
CONTENTS 1. SEB, the leader of a dynamic market 2. Outstanding 2021 performances 3. A strong first quarter - 2022 outlook 4. Separation of the roles of Chairman and Chief Executive Officer 5. Capital, dividend and share price 6. Governance 7. Information for the vote on the resolutions 8. Statutory
Slide 5: SEB, the leader of a dynamic market
01 SEB, THE LEADER OF A DYNAMIC MARKET
Slide 6: Small Domestic Equipment market is attractive in growth and profitability
The Small Domestic Equipment market is attractive in terms of growth and profitability Luxury Small Domestic Equipment Technology Annual Health return* 10 years Transport & Leisure Construction Automotive (2010-2020) Utilities Banking CAGR Revenue 10 years (2010-2020) *Global return for the sharehol
Slide 7: At the heart of consumption in mature markets
It is at the heart of consumption in mature markets Germany United States* South Korea Australia Netherlands Belgium France United Kingdom Spend on Small Canada* Japan Domestic Equipment Bubbles represent SDA (€/inhab - 2020) market size in countries Italy Poland Spain Romania Asia Brazil China Russ
Slide 8: Based on new consumer trends and new technologies
It is based on new consumer trends and new technologies New consumer trends New technologies Health Environnemental Simplification & Well-being at home commitment Ease of use, Healthy eating Sustainability, repairability Artificial intelligence, new versatility and Home cooking Energy efficiency mat
Slide 9: Generating renewal of product assortments
…generating renewal of product assortments... 10 19/05/2022 2022 Annual General Meeting
Slide 10: And breakthrough innovations
…and breakthrough innovations… 11 19/05/2022 2022 Annual General Meeting
Slide 11: Leading to upscaling
… leading to upscaling … Food processors c Vacuum cleaners c Volume breakdown Volume breakdown > 150€ 25% > 165€ 33% 25% 36% < 150€ 25% < 165€ 25% 23% 23% < 85€ 25% < 95€ 25% 25% 20% < 60€ 25% < 60€ 25% 19% 21% c c Value breakdown Value breakdown > 150€ 54% 65% 71% > 165€ 68% < 150€ < 165€ 24% 17% 1
Slide 12: Opening up new growth horizons
…opening up new growth horizons Cooking equipment Beverage preparation Vacuum cleaners Cooking pots Multicookers Multi-function Capsule Full-Auto Cylinder Versatile Robot cooking food processor Consumers’ desire to complete their equipment Kantar France 2021, household equipment rate 13 19/05/2022
Slide 13: Also developing in emerging markets
It is also developing in emerging markets… Bubbles representing SDA market share in countries Poland Asia Slovakia EMEA Spend on Small Domestic Equipment Americas Greece Hungary Croatia (€/inhab. - 2020) Chile Russia Romania Brazil China Ukraine Turkey Thailand Argentina Malaysia South Africa Mexico
Slide 14: With the rise of the middle classes
… with the rise of the middle classes… Middle Class 2010 2020 2030e (billions of inhabitants) Mature countries 1 1 1 Emerging countries 1 2 4 Total 2bn 3bn 5bn Source: OECD/World Bank 15 19/05/2022 2022 Annual General Meeting
Slide 15: With products adapted to local uses
… with products adapted to local uses… 16 19/05/2022 2022 Annual General Meeting
Slide 16: And local factories, market structures and skills
… and local factories, market structures and skills 17 19/05/2022 2022 Annual General Meeting
Slide 17: Assemblée Générale 2022
18 19/05/2022 Assemblée Générale 2022
Slide 18: Outstanding 2021 performances
02 OUTSTANDING 2021 PERFORMANCES
Slide 19: 2021: record performances
2021: record performances 8 ,059 7 ,354 6 ,812 6 ,940 6 ,485 Sales above €8bn • Organic growth vs 2020 exceeding €1bn Operating Result From Activity (ORFA) above €800m 2017 2018 2019 2020 2021 • Back to an operating margin above 10% Sales in €m 813 Renewed demonstration of the Group’s resilien
Slide 20: 2021 Key figures (1/3)
2021 Key figures (1/3) Sales ORFA €8,059m €813m +16.1% +15.5% LFL +34.3% Adjusted EBITDA Net profit €1,041 m* €454m +22.3% +51.0% 2021 vs. 2020 * Incl. IFRS 16: €94m 21 19/05/2022 2022 Annual General Meeting
Slide 21: 2021 Key figures (2/3)
2021 Key figures (2/3) Net financial debt Net financial debt/ Capital expenditure Adjusted EBITDA €284m €1,524m* 1.5x 3.5% of sales Stable vs. 12/31/2020 1.3x excl. IFRS-16 * Incl. IFRS 16: €335m 22 19/05/2022 2022 Annual General Meeting
Slide 22: 2021 Key figures (3/3)
2021 Key figures (3/3) 92% LTIRi* 100% 40% of repairable of sites with of women products 1.1 ISO 14001 managers over 15 certification years * Lost Time Injury Rate (temporary employees included) : safety performance indicator Number of hours lost for accidents directly related to work compared to th
Slide 23: Sales
1 Sales 2 Results 24 19/05/2022 2022 Annual General Meeting
Slide 24: Sales growth 2020 to 2021
Sales growth 2020 2021 in €m +1,079 -22 +62 8,059 6,940 Organic Currency Scope growth effect +15.5% -0.3% +0.9% +16.1% 2020 2021 25 19/05/2022 2022 Annual General Meeting
Slide 25: 2021 sales
2021 sales Sales €8,059m +16.1% +15.5% LFL Professional Consumer €628m €7,431m +9.2% +10.2 % LFL +16.7% +16.0% LFL 26 19/05/2022 2022 Annual General Meeting
Slide 26: Professional: back to positive momentum
Professional: back to positive momentum Confirmed upturn in PCM revenue as from Q2 • Core business fueled by innovation and constant expansion of the customer portfolio • Deals as additional catalysts Strong Q4 (+14.4% LFL) 27 19/05/2022 2022 Annual General Meeting *Professional = Professional c
Slide 27: Consumer: record and quality sales
Consumer: record and quality sales Strong momentum • All geographies and categories* • E-commerce as a major vector of growth Quality sales/less promotional environment Significantly higher investments in growth drivers Price increases to help offset headwinds *Excluding fans 28 19/05/2022 2
Slide 28: Change in sales by region
Change in sales by region AMERICAS EMEA ASIA €1,082m/+19.1% €3,891m/+18.7% €2,458m/+10.7% +57.2% +15.3% +34.9% +8.6% +6.6 % -0.5% H1 H2 H1 H2 H1 H2 2021 Consumer sales: €7,431m / +16% LFL 29 19/05/2022 2022 Annual General Meeting
Slide 29: Change in sales by product line
Change in sales by product line 40% 35% 30% Home care 25% 20% LKA* 15% Electrical cooking 10% Beverage Personal care Cookware 5% Food 0% Linen care preparation -5% Home 2021 Consumer sales: €7,431m / +16% LFL comfort -10% *LKA = Large Kitchen Appliances 30 19/05/2022 2022 Annual General Meeting
Slide 30: The winning categories in 2021
The winning categories in 2021 Kitchen electrics Cookware Floor care 31 19/05/2022 2022 Annual General Meeting
Slide 31: Results
1 Sales 2 Results 32 19/05/2022 2022 Annual General Meeting
Slide 32: Operating Result From Activity (ORFA)
Operating Result From Activity (ORFA) 2021 vs. In €m 2019 2020 2021 2020 Sales 7,354 6 ,940 8,059 +16.1% ORFA 740 605 813 +34.3% Op. margin 10.1% 8.7% 10.1% +1.4 pt 33 19/05/2022 2022 Annual General Meeting
Slide 33: ORFA bridge, 2020 to 2021
ORFA bridge, 2020 2021 In €m + 387 -189 - 136 Cost of sales -26 834 - 25 813 +193 +4 Growth Sales, 605 Price mix drivers marketing and administrative Currencies Scope effect expenses Volumes 2020 2021 2021 LFL Reminder: ~€300m headwinds in 2021 (raw materials, components, freight, currencies) 34 1
Slide 34: Operating profit
Operating profit 2021 vs. In €m 2019 2020 2021 2020 ORFA 740 605 813 +34% Statutory and discretionary -37 -24 -39 employee profit-sharing Other operating income and -82 -78 -59 expense Operating profit 621 503 715 +42% 35 19/05/2022 2022 Annual General Meeting
Slide 35: Net profit
Net profit 2021 vs. In €m 2019 2020 2021 2020 Operating profit 621 503 715 +42% Financial result -61 -60 -65 Tax -131 -94 -142 Non-controlling interests -49 -48 -54 Net profit 380 301 454 +51% 36 19/05/2022 2022 Annual General Meeting
Slide 36: Simplified balance sheet
Simplified balance sheet In €m 2019 2020 2021 Fixed assets 4,263 4,250 4,444 Operating WCR 1,215 848 1,115 Total assets to be financed 5,478 5,098 5,559 Equity 2,628 2,735 3,291 Provisions 423 454 394 Other current assets and liabilities 430 391 350 Net financial debt 1,997 1,518 1,524 Total financi
Slide 37: Free cash flow generation
Free cash flow generation Amortization/Statutory In €m and discretionary employee profit-sharing +228 -282 Chg. Operating WCR -284 +1,041 Investments -174 +813 +5 Tax and interest Chg. Non- +306 operating WCR and others ORFA Adjusted Free cash EBITDA flow 38 19/05/2022 2022 Annual General Meeting
Slide 38: Change in net financial debt
Change in net financial debt In €m 1,518 Free cash Other non- operating 1,524 flow - 51 expenses +151 +72 Currencies -306 Dividends +140 Acquisitions and share buybacks Net financial debt Net financial debt 12/31/2020 12/31/2021 39 19/05/2022 2022 Annual General Meeting
Slide 39: Financial ratios over 10 years
Financial ratios over 10 years *excl. IFRS 16 2,8 2,4 2.1 1,9 1.8 1,3 1,2 1.9* 1.6* 1.5 1,1 0,9 1,0 1,0 0.8 1.3* 0,6 0,7 0.6 0,5 0,4 0,3 0,3 0.5 0,2 11 12 13 14 15 16 17 18 19 20 21 Net financial debt/Adjusted EBITDA Net financial debt/Equity Ratios at 12/31 40 05/19/2022 2022 Annual General Meeting
Slide 40: A strong first quarter - 2022 outlook
03 A STRONG FIRST QUARTER - 2022 OUTLOOK
Slide 41: A good start to the year, in both businesses
A good start to the year, in both businesses Sales €1,915m +3.4% +0.4% LFL + 11.2 % vs 2019 Professional Consumer €156m €1,760m +20.1% +16.8% LFL +2.2% -0.8% LFL 42 19/05/2022 2022 Annual General Meeting
Slide 42: Professional business continuing to recover
Professional business continuing to recover Sales €156m +20.1% +16.8% LFL Low comps in Q1 2021 Growth driven by the core business, equipment and services, primarily in EMEA Diversified customer portfolio as a strong base for recovery Business with Luckin Coffee resuming in China 43 19/05/202
Slide 43: Steady Consumer business on demanding comps
Steady Consumer business, LFL, on demanding Q1 2021 comps Sales €1,760m +2.2% -0.8% LFL Sales increasing by 14% vs Q1 2019 Overall well-oriented business activity • The vast majority of markets achieving growth • Impact of the situation in Ukraine Continuous price-mix improvement Persisting
Slide 44: A sound profitability
A sound profitability… Operating Result €140m, 7.3% ORFA margin from Activity €172m LFL, 9.2% ORFA margin Reminder: Q1 not representative of FY performance (business seasonality) Record-high ORFA level : €198m and operating margin: 10.7% in Q1 2021 Gross margin holding up firm Q1 2022 ORFA o
Slide 45: A healthy financial structure
…and a healthy financial structure Net financial debt €1,850m* at 31/03/2022 +€385m vs 31/03/2021 Increase in net debt as compared to 31/03/2021 • WCR increase due to Group’s proactive high inventory policy vs supply chain disruptions Healthy and well-balanced financing structure • Medium-long t
Slide 46: We maintain our ambitions for 2022
We maintain our ambitions for 2022 Caution regarding the geopolitical and sanitary situation Ambitions for 2022 maintained: Growth in sales and increase in ORFA Assuming gradually improving environment Leveraging the Group’s innovation dynamic and commercial strength Continued confidence i
Slide 47: Separation of the roles of Chairman and CEO
04 SEPARATION OF THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Slide 48: Separation of the roles of Chairman and Chief Executive Officer
Separation of the roles of Chairman and Chief Executive Officer Thierry de La Stanislas de Tour d'Artaise Gramont Currently Chairman Currently and Chief Executive Chief Operating Officer Officer February 10, 2022 Decision of the Board of Directors to separate the roles of Chairman and Chief Executiv
Slide 49: A long-planned process
A long-planned process • End-2018: Stanislas de Gramont joins the company as Chief Operating Officer, with responsibility for Continents • 2019-2021: His responsibilities are gradually extended • 2021: The Chairman and CEO recommends to the GRC and Board that the roles be separated • July 1, 2022: S
Slide 50: A dynamic duo for a successful separation
A dynamic duo for a successful separation Maintain the DYNAMIC DUO created between the Chairman and CEO and the COO, as their roles evolve: Chief Executive Officer Chairman: • Responsible for running the business • Board leadership • Implementation of the strategy • Shareholder and institutional rel
Slide 51: Work done by the GRC
Work done by the GRC The GRC commissioned Willis Towers Watson – which has assisted the GRC since 2011 – to prepare a report on the governance and remuneration of the executive officers of SBF 120 companies with split governance. The GRC made a unanimous recommendation to the Board. The Board unanim
Slide 52: Methodology applied to 60 SBF 120 companies
Methodology applied to the 60 SBF 120 companies with split management 60 companies Compensation consultants confirm that the size of the company plays a limited role in the setting with split management of the Chairman’s fixed remuneration. The company’s complexity, the scope of the position 33 comp
Slide 53: Chairman's remuneration
Chairman’s remuneration 15 companies (including 9 in the CAC 40) The Chairman will not receive variable Chairman remuneration or performance shares. is the former CEO As the work of supporting the CEO will, by nature, Median €950k - 3rd quartile €1,160k evolve over time, the Chairman’s remuneration
Slide 54: CEO's remuneration
CEO’s remuneration Based on the same sample group that was used for the Chairman, the CEO’s remuneration was set as follows: Fixed remuneration + Target variable remuneration = €1,650k Valuation* of the 12,000 performance shares = €1,350k Stanislas de Gramont’s annual remuneration therefore increase
Slide 55: Capital, dividend and share price
05 CAPITAL, DIVIDEND AND SHARE PRICE
Slide 56: Share capital breakdown at 31/12/2021
Share capital breakdown at 31/12/2021 Treasury shares 0,4% Individual shareholders 6,1% Free float = 46.4 % of shares Family Concerted Voting Blocks** 32,6% (inc. 7.1% held by HRC) Institutional investors 55.3m shares 40,3% (in % of EGM capital) Shareholders from Founding Group Fédéractive and share
Slide 57: Share capital breakdown at 27/04/2022
Share capital breakdown at 27/04/2022 Treasury shares 0,7% Family Concerted Voting Blocks** 32,6% Individual and Shareholders from Free float institutional 55.3m shares Founding Group investors 40,9% (in % of EGM capital) Fédéractive and shareholders* 7,2% Other family Employees… shareholders* 2,1%
Slide 58: Voting rights breakdown at 27/04/2022
Voting rights breakdown at 27/04/2022 Treasury shares 0,5% Individual and institutional investors 30,1% Family Concerted Voting Blocks** Free float 38,8% 82.0m theoretical Shareholders from votes (EGM) Founding Group Employees 2,8% Peugeot Invest Assets 3,5% FSP 5,4% Fédéractive and shareholders* 9,
Slide 59: SEB: 1-year share price evolution
SEB: 1-year share price evolution Share price as of May 17: €105.0 Market capitalisation as of May 17: €5,810m €180 €160 +0.1% €140 €120 -32.4% €100 €80 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 SEB SBF 120 (rebased) 60 19/05/2022 2022 Annual General
Slide 60: SEB: 15-year share price evolution
SEB: 15-year share price evolution Share price as of May 17: €105.0 Market capitalisation as of May 17: €5,810m €160 €140 €120 €100 +140.3% €80 €60 +12.4% €40 €20 €0 SEB SBF 120 (rebased) 61 19/05/2022 2022 Annual General Meeting
Slide 61: Dividend trend over 15 years
Dividend trend over 15 years (in €) At 05/17: Annual TSR 8.2% (dividends reinvested) 2,45* + 14.5 % 2,14 Loyalty bonus: + 10% 1,95 (for registered shares held for two 1,82 consecutive years) 1,56 1,40 1,31 1,26 1,20 1,14 1,30 1,06 0,95 0,85 0,85 * Proposed at the AGM of 19 May 2022 2007 2008 2009 20
Slide 62: Governance
06 GOVERNANCE
Slide 63: Highlights of Governance in 2021
Highlights of Governance in 2021 Revocation of the mandate of director of FÉDÉRACTIVE During the past financial year, the General Meeting of SEB S.A. of 6 August 2021, revoked, with immediate effect, the mandate of director of FÉDÉRACTIVE. This convocation is the result of a unanimous decision of th
Slide 64: Highlights of Governance in 2021
Highlights of Governance in 2021 The family concert, with more than 260 members and SEB's largest shareholder with 32.6% of the capital, had announced at the conclusion of the shareholders' agreement of February 2019 "to strengthen its ties and the stability of the capital" (AMF opinion 219C0415 of
Slide 65: Composition of the Board of Directors
Composition of the Board of Directors (at December 31, 2021) 16 38.4% Employee directors Employee-shareholder director independent 2 1 Members directors Nora Bey Laurent Henry Thierry de La Tour d’Artaise Brigitte Forestier The status of independent is assessed each year by the CGR on the basis of a
Slide 66: The Board of Directors in 2021
The Board of Directors in 2021 56 years old Average age 99% attendance rate 46% women* 9 Meetings, of which 5 held remotely * 6/13: employee directors and the employee-shareholder director are not included in this calculation in accordance with the provisions of the Pacte law 67 19/05/2022 2022 Annu
Slide 67: Audit and Compliance Committee
Audit and Compliance Committee (at December 31, 2021) Main responsibilities 3 members Risk identification and management Jérôme Lescure Internal control policy, annual FSP Yseulys Catherine Pourre Venelle Costes internal audit programs Investissement Relevance and reliability of the accounting metho
Slide 68: Governance and Remuneration Committee
Governance and Remuneration Committee (at December 31, 2021) Main responsibilities 4 members Succession plan for executive officers and senior managers Governance, ethics and diversity Composition, operation and Jean-Noël Venelle Généraction Peugeot evaluation of the Board of Labroue Investissement
Slide 69: Change in Corporate Governance in 2022: Audit Committee
Change in Corporate Governance in 2022 effective at the end of this Annual General Meeting Board of Directors’ Committees Audit and Compliance Committee Subject to approval of Resolution 6 Current configuration 1 new member: BPIFRANCE INVESTISSEMENT 3 members of which 2 are independent 4 members Ind
Slide 70: Change in Corporate Governance in 2022: Governance Committee
Change in Corporate Governance in 2022 effective at the end of this Annual General Meeting Board of Directors’ Committees Governance and Remuneration Committee Jean-Pierre Duprieu to replace Jean-Noël Labroue: Current configuration independent director Brigitte Forestier, new member: 4 members emplo
Slide 71: Creation of Strategic and CSR Committee
Change in Corporate Governance in 2022 Board of Directors’ Committees Creation of a new Committee as of July 1, 2022 Strategic and CSR Committee COMPOSITION MAIN RESPONSIBILITIES Review and make recommendations on: 6 members of which 3 will be independent • The strategic directions developed by mana
Slide 72: Information prior to the vote on the resolutions
07 INFORMATION PRIOR TO THE VOTE ON THE RESOLUTIONS
Slide 73: Ordinary resolutions
INFORMATION PRIOR TO THE VOTE ON THE RESOLUTIONS Ordinary resolutions
Slide 74: Resolutions 1 to 3: Financial statements and result allocation
Resolutions 1 to 3: Approval of the financial statements and allocation of the result Resolution 1 Resolution 2 Resolution 3 Approval of the separate Approval of the consolidated Allocation of the result for the financial statements for the year financial statements for the year year ended December
Slide 75: Resolution 4: Director remuneration
Resolution 4: Director remuneration Proposal to increase the overall amount of remuneration allocated to the members of the Board of Directors Proposal submitted to this Annual Since 2019 General Meeting €600,000 €820,000 76 19/05/2022 2022 Annual General Meeting
Slide 76: Resolutions 5 & 6: Composition of the Board
Resolutions 5 & 6: Composition of the Board of Directors Resolution 5: Proposal to reappoint Delphine Bertrand as a director for a four-year term Delphine Bertrand, age 57, has a degree in Japanese, holds a CPEI qualification from the Institut National des Langues et Civilisations Orientales (INALCO
Slide 77: Resolutions 5 & 6: Composition of the Board
Resolutions 5 & 6: Composition of the Board of Directors Resolution 6: proposal to appoint BPIFRANCE INVESTISSEMENT as director for a four-year term LAC 1 SLP is a fund managed by Bpifrance Investissement that makes Bpifrance’s equity investments. Bpifrance finances businesses – at every stage of th
Slide 78: Resolutions 7 to 14: Say on Pay
Resolutions 7 to 14: Say on Pay Resolution Approval of the fixed and variable components of the total remuneration no. and benefits of all kinds paid or allocated for the 2021 financial year Ex post Say on Pay 7 Ex post general for all executive officers 2021 8 Ex post Chairman and Chief Executive O
Slide 79: Say on Pay: Ex post 2021
Say on Pay: Ex post 2021 Ex post general - Resolution 7: approval of components of the remuneration of all executive officers (directors and executive officers) Ex post Chairman and Chief Executive Officer and Chief Operating Officer - Resolutions 8 and 9: approval of fixed, variable and exceptional
Slide 80: Remuneration 2021: Chairman and CEO (Resolution 8)
Components of remuneration paid or allocated for the 2021 financial year (Resolutions 8 & 9) Resolution 8: Chairman and Chief Executive Officer ANNUAL REMUNERATION MEDIUM/LONG-TERM REMUNERATION €k 2019 2020 2021 Number 2019 2020 2021 Fixed portion allocated 1,000 1,000 1,000 Performance shares 18,00
Slide 81: Remuneration 2021: Chief Operating Officer (Resolution 9)
Components of remuneration paid or allocated for the 2021 financial year (Resolutions 8 & 9) Resolution 9: Chief Operating Officer ANNUAL REMUNERATION MEDIUM/LONG-TERM REMUNERATION €k 2019 2020 2021 Number 2019 2020 2021 Fixed portion 750 750 750 Performance shares 11,000 11,000 9,000 Variable porti
Slide 82: Say on Pay: Ex Ante
Say on Pay: Ex Ante Resolutions 10 to 13: approval of the remuneration policy for executive officers From January 1 1er juillet 2022 From July 1, 2022 to June 30, 2022 July 1, 2022 Resolution 10: Separation Resolution 12: Remuneration policy for the of the roles Remuneration policy Chairman and Chie
Slide 83: Ex Ante: Remuneration policy for executive officers
Ex Ante: Remuneration policy for executive officers PRINCIPLES STRUCTURE The different components of The remuneration policy adheres to the following principles: remuneration combine to form • Completeness and simplicity a balanced structure: • Balance and consistency • Motivation and performance •
Slide 84: Ex Ante: Remuneration policy for executive officers
Ex Ante: Remuneration policy for executive officers Annual variable remuneration Qualitative criteria (40%) Quantitative criteria (60%) Quantified CSR criteria Revenue growth Individual performance Growth in Operating Collective performance Result from Activity 85 19/05/2022 2022 Annual General Meet
Slide 85: Remuneration policy: Chairman and CEO (Resolution 10)
Ex Ante: Remuneration policy for executive officers (Resolutions 10 to 13) Remuneration policy from January 1 to June 30, 2022 Chairman and Chief Executive Officer (Resolution 10) Fixed remuneration €500k* Long-term commitments Target of 100% Variable remuneration Severance payment Capped at 150% of
Slide 86: Remuneration policy: Chief Operating Officer (Resolution 11)
Ex Ante: Remuneration policy for executive officers (Resolutions 10 to 13) Remuneration policy from January 1 to June 30, 2022 Chief Operating Officer (Resolution 11) Fixed remuneration €375k* Long-term commitments Variable remuneration Target of 80% Severance payment (calculated based on annual Cap
Slide 87: Remuneration policy: Chairman (Resolution 12)
Ex Ante: Remuneration policy for executive officers (Resolutions 10 to 13) Remuneration policy from July 1, 2022 Chairman of the Board of Directors (Resolution 12) Fixed remuneration €475k * Annual variable remuneration None Performance shares None Benefits in kind €12k * gross annual fixed remunera
Slide 88: Remuneration policy: Chief Executive Officer (Resolution 13)
Ex Ante: Remuneration policy for executive officers (Resolutions 10 to 13) Remuneration policy until Junepolicy Remuneration 30 from July 1, 2022 Chief Executive Officer (Resolution 13) Fixed remuneration €412.5k Long-term commitments Target of 100% Severance payment Variable remuneration Capped at
Slide 89: Ex Ante: Remuneration policy for directors (Resolution 14)
Ex Ante: Remuneration policy for directors (Resolution 14) PRINCIPLES STRUCTURE The terms of directors’ remuneration are set The increase in the overall amount by the Board of Directors on a proposal from submitted to this Annual General Meeting the Governance and Remuneration breaks down as follows
Slide 90: Authorization to buy back own shares (Resolution 15)
Authorization to be granted to the Board of Directors for the company to buy back its own shares (Resolution 15) Since the existing authorization is due to expire, Resolution 15 invites the shareholders to vote to again authorize the Board of Directors to trade in the company’s shares Durée de Prix
Slide 91: Extraordinary Resolutions
INFORMATION PRIOR TO THE VOTE ON THE RESOLUTIONS Extraordinary Resolutions
Slide 92: Authorization to cancel own shares (Resolution 16)
Authorization to be granted to the Board of Directors enabling the company to cancel its own shares (Resolution 16) Since the existing authorization is due to expire, Resolution 16 invites the shareholders to vote to once again authorize the Board of Directors to cancel some or all of the company’s
Slide 93: Issue of securities and capital increase (Resolutions 17 to 21)
Issue of securities and capital increase (Resolutions 17 to 21) Authorization No. Resolution Ceiling period 17 Issue of securities with pre-emption rights €5,500,000 18 Issue of securities without pre-emption rights (public offerings) €5,500,000 19 Issue of securities without pre-emption rights (pri
Slide 94: Grant of performance shares (Resolution 22)
Grant of performance shares (Resolution 22) Ceiling: Authorization period: Plafond : Durée de l'autorisation : 220,000 220 000 14 14 shares actions months mois or 0.39756% of the share capital soit 0,39756% du capital social Number of shares that can be granted to executive officers: Thierry de La T
Slide 95: Capital increase for savings scheme members (Resolution 23)
Share capital increase restricted to members of a Company or Group Savings Scheme and/or sales of reserved shares with waiving of pre- emption rights (Resolution 23) Augmentation de capital réservée avec Authorization period: Plafond nominal : 26 Restricted capital Ceiling: suppression du Droit incr
Slide 96: Two-for-one stock split (Resolution 24)
Two-for-one stock split (Resolution 24) The purpose of the resolution is to delegate to the Board of Directors the implementation of the two-for-one stock split. Consequences: BEFORE AFTER Par value of the share €1 €0.5 Amount of share capital €55,337,770 €55,337,770 Number of shares 55,337,770 110,
Slide 97: Statutory Auditors' reports
08 STATUTORY AUDITORS’ REPORTS
Slide 98: Contents
Contents • Report on the financial statements • Report on the consolidated financial statements • Special report on regulated agreements • Reports on transactions relating to capital 99 19/05/2022 2022 Annual General Meeting
Slide 99: Auditors' report on the financial statements
Statutory auditors’ report on the financial statements for the year ended December 31, 2021 Universal Registration Document: pages 335 to 339 Resolution 1 • Unqualified certification of the financial statements with no matters to report • “The financial statements give a true and fair view of the as
Slide 100: Auditors' report on the consolidated financial statements
Statutory auditors’ report on the consolidated financial statements for the year ended December 31, 2021 Universal Registration Document: pages 307 to 311 Resolution 2 • Unqualified certification of the financial statements with no matters to report • “The consolidated financial statements give a tr
Slide 101: Auditors' report on regulated agreements
Statutory auditors’ report on regulated agreements for the year ended December 31, 2021 • Universal Registration Document: pages 379 to 382 • Agreements subject to the approval of the Annual General Meeting • No agreements authorized and entered into in the year ended December 31, 2021 • Agreements
Slide 102: Auditors' reports on capital transactions
Statutory auditors’ reports on capital transactions Delegations or authorizations to be granted to the Board of Directors • Resolutions 17 to 20 and 23 • Purpose of the reports • Resolutions 17 to 20: delegation of authority to issue shares and various securities for a period of 26 months and in acc
Slide 103: Auditors' reports on capital transactions
Statutory auditors’ reports on capital transactions Delegations or authorizations to be granted to the Board of Directors • Resolutions 16 and 22 • Purpose of the reports • Resolution 16: delegation of power for a period of 26 months to cancel shares purchased, not to exceed 10% of the capital in an
Slide 104: Questions / Answers
09 QUESTIONS / ANSWERS
Slide 105: Live questions
S 105 year of history byyour side
Slide 106: Vote on resolutions
10 VOTE ON RESOLUTIONS
Slide 107: Ordinary resolutions
ORDINARY RESOLUTIONS 110 19/05/2022 2022 Annual General Meeting
Slide 108: 1st Resolution
1ST RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 WHICH SHOW A NET PROFIT OF €162,611,076 111 19/05/2022 2022 Annual General Meeting
Slide 109: 2nd Resolution
2ND RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 WHICH SHOW A NET PROFIT ATTRIBUTABLE TO OWNERS OF THE PARENT OF €453,825,387 112 19/05/2022 2022 Annual General Meeting
Slide 110: 3rd Resolution
3RD RÉSOLUTION ORDINARY RESOLUTIONS ALLOCATION OF THE RESULT FOR THE YEAR ENDED 31 DECEMBER 2021 AND SETTING OF THE DIVIDEND OF 2.45 EUROS PER SHARE 113 19/05/2022 2022 Annual General Meeting
Slide 111: 4th Resolution
4TH RÉSOLUTION ORDINARY RESOLUTIONS INCREASE IN THE OVERALL AMOUNT OF REMUNERATION ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS TO €820,000 114 19/05/2022 2022 Annual General Meeting
Slide 112: 5th Resolution
5TH RÉSOLUTION ORDINARY RESOLUTIONS REAPPOINTMENT OF DELPHINE BERTRAND AS A DIRECTOR FOR 4 YEARS 115 19/05/2022 2022 Annual General Meeting
Slide 113: 6th Resolution
6TH RÉSOLUTION ORDINARY RESOLUTIONS APPOINTMENT OF BPIFRANCE INVESTISSEMENT AS A DIRECTOR FOR 4 YEARS 116 19/05/2022 2022 Annual General Meeting
Slide 114: 7th Resolution
7TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF INFORMATION ABOUT THE REMUNERATION OF ALL EXECUTIVE OFFICERS REFERRED TO IN ARTICLE L. 22-10-9 I OF THE FRENCH COMMERCIAL CODE 117 19/05/2022 2022 Annual General Meeting
Slide 115: 8th Resolution
8TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL REMUNERATION AND BENEFITS OF ALL KINDS, PAID OR ALLOCATED FOR THE 2021 FINANCIAL YEAR TO THE CHAIRMAN AND CEO 118 19/05/2022 2022 Annual General Meeting
Slide 116: 9th Resolution
9TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL REMUNERATION AND BENEFITS OF ALL KINDS PAID OR ALLOCATED FOR THE 2021 FINANCIAL YEAR TO THE CHIEF OPERATING OFFICER 119 19/05/2022 2022 Annual General Meeting
Slide 117: 10th Resolution
10TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE REMUNERATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR THE PERIOD FROM 1 JANUARY 2022 TO 30 JUNE 2022 120 19/05/2022 2022 Annual General Meeting
Slide 118: 11th Resolution
11TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE REMUNERATION POLICY FOR THE CHIEF OPERATING OFFICER FOR THE PERIOD FROM 1 JANUARY 2022 TO 30 JUNE 2022 121 19/05/2022 2022 Annual General Meeting
Slide 119: 12th Resolution
12TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE REMUNERATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS APPLICABLE AS FROM 1 JULY 2022 122 19/05/2022 2022 Annual General Meeting
Slide 120: 13th Resolution
13TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER APPLICABLE AS FROM 1 JULY 2022 123 19/05/2022 2022 Annual General Meeting
Slide 121: 14th Resolution
14TH RÉSOLUTION ORDINARY RESOLUTIONS APPROVAL OF THE REMUNERATION POLICY FOR DIRECTORS 124 19/05/2022 2022 Annual General Meeting
Slide 122: 15th Resolution
15TH RÉSOLUTION ORDINARY RESOLUTIONS AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO BUY BACK ITS OWN SHARES 125 19/05/2022 2022 Annual General Meeting
Slide 123: Extraordinary resolutions
EXTRAORDINARY RESOLUTIONS 126 19/05/2022 2022 Annual General Meeting
Slide 124: 16th Resolution
16TH RÉSOLUTION EXTRAORDINARY RESOLUTIONS AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS ENABLING THE COMPANY TO CANCEL ITS OWN SHARES 127 19/05/2022 2022 Annual General Meeting
Slide 125: 17th Resolution
17TH RÉSOLUTION EXTRAORDINARY RESOLUTIONS DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SHARE EQUIVALENTS AND/OR DEBT SECURITIES, WITH PRE-EMPTION RIGHTS 128 19/05/2022 2022 Annual General Meeting
Slide 126: 18th Resolution
18TH RÉSOLUTION EXTRAORDINARY RESOLUTIONS DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/ OR SHARE EQUIVALENTS AND/OR DEBT SECURITIES, WITH WAIVING OF PRE-EMPTION RIGHTS IN THE COURSE OF A PUBLIC OFFERING 129 19/05/2022 2022 Annual General Meeting
Slide 127: 19th Resolution
19TH RÉSOLUTION EXTRAORDINARY RESOLUTIONS DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/ OR SHARE EQUIVALENTS AND/OR DEBT SECURITIES, WITH WAIVING OF PRE-EMPTION RIGHTS AS PART OF AN OFFERING GOVERNED BY ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL C
Slide 128: 20th Resolution
20TH RÉSOLUTION EXTRAORDINARY RESOLUTIONS BLANKET CEILING ON FINANCIAL AUTHORIZATIONS 131 19/05/2022 2022 Annual General Meeting
Slide 129: 21st Resolution
21ST RÉSOLUTION EXTRAORDINARY RESOLUTIONS DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY CAPITALIZING RETAINED EARNINGS, PROFIT, PREMIUMS OR OTHER ITEMS THAT MAY BE CAPITALIZED 132 19/05/2022 2022 Annual General Meeting
Slide 130: 22nd Resolution
22ND RÉSOLUTION EXTRAORDINARY RESOLUTIONS AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE GRANTING OF PERFORMANCE SHARES 133 19/05/2022 2022 Annual General Meeting
Slide 131: 23rd Resolution
23RD RÉSOLUTION EXTRAORDINARY RESOLUTIONS SHARE CAPITAL INCREASES RESTRICTED TO MEMBERS OF A COMPANY OR GROUP SAVINGS SCHEME 134 19/05/2022 2022 Annual General Meeting
Slide 132: 24th Resolution
24TH RÉSOLUTION EXTRAORDINARY RESOLUTIONS A TWO-FOR-ONE STOCK SPLIT OF THE COMPANY’S SHARES, DELEGATION OF POWERS TO THE BOARD OF DIRECTORS AND CORRESPONDING AMENDMENT OF THE BYLAWS 135 19/05/2022 2022 Annual General Meeting
Slide 133: 25th Resolution
25TH RESOLUTION EXTRAORDINARY RESOLUTIONS POWERS TO CARRY OUT FORMALITIES 136 19/05/2022 2022 Annual General Meeting
Slide 134: Thank you for your attention
S 165 of history byyour side THANK YOU FOR YOUR ATTENTION
Slide 135: Glossary
Glossary On a like-for-like basis (LFL) – Organic The amounts and growth rates at constant exchange rates and consolidation scope in a given year compared with the previous year are calculated: • using the average exchange rates of the previous year for the period in consideration (year, half-year,
Slide 136: Contacts
Investor/Analyst Relations Media Relations Groupe SEB Groupe SEB Financial Communication Corporate Communication Dept and Investor Relations Dpt Isabelle Posth Cathy Pianon C O N TA C T S iposth@groupeseb.com cpianon@groupeseb.com Tel : +33 (0) 4 72 18 16 04 Tel.: +33 (0) 6 33 13 02 00 comfin@groupe
Slide 137: Agenda: upcoming events 2022
Upcoming events – 2022 AGENDA July 21 | before market opens H1 2022 sales and results October 24 | after market closes 9-month 2022 sales and financial data 140 19/05/2022 2022 Annual General Meeting