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* including:
FÉDÉRACTIVE (an investment holding company) for 19.18%, and VENELLE
INVESTISSEMENT (a family holding company) and for 13.09%, joint
reference shareholders. With their partners, these two holding companies respectively own 22.90% and 19.57% of the capital. |
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** including:
FÉDÉRACTIVE (investment holding company) for 26.78%, and VENELLE
INVESTISSEMENT (a family holding company) for 18.54%, joint reference
shareholders. With their partners, these two holding companies respectively own 31.81% et 27.43% of the voting rights. |
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Renewal of the shareholder agreement
On 5 November 2005, the family shareholders comprising SEB SA’s “Founder group” signed a new shareholders agreement, replacing the one signed on 7 November 1992 and renewed in November 1997. Concurrently, they pledged to continue acting in concert with regard to SEB SA.
The objective of the new agreement is to ensure the continuity of family control over SEB SA, while taking into account the natural evolution of the Founder group, which now spans 4 generations and includes 232 members, with very diverse personal situations. The agreement involves two holding companies that enjoy beneficial ownership of SEB SA shares, FÉDÉRACTIVE (1) and VENELLLE INVESTISSEMENT(2).
They are joint reference shareholders, and together they represent virtually all of the Founder group.
The agreement will be valid for 4 years, is renewable thereafter for 4-year periods and contains the following features :
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A mutual right of first refusal and tag-along provisions for which more than three-quarters of the shares in the pact are involved ;
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A right of second refusal for SEB SA to acquire shares not purchased by the family shareholders ;
- Concerning the composition of the Board of Directors and its committees, rules governing the distribution of the nine seats attributed to FÉDÉRACTIVE and VENELLE INVESTISSEMENT (5 and 4, respectively) out of the total of 15 on the Board ;
- Collective management of the agreement ;
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A provision whereby the holding companies may allow third parties to become minority shareholders under certain conditions. FÉDÉRACTIVE has already indicated plans to use this provision in an effort to ensure long-term stability among shareholders of SEB SA, the primary objective of this new agreement ;
This shareholder agreement confirms the Founder group’s commitment to supporting the company’s long-term development.
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(1) investment holding company
(2) family holding company |
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