AGM Information • Apr 13, 2011
AGM Information
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A French société anonyme with a share capital of €2,250,295,757 Registered office: 1, place Samuel de Champlain – 92400 Courbevoie Registered with the Nanterre Trade and Companies Registry under number 542 107 651
The shareholders are hereby convened to the Ordinary and Extraordinary Shareholders' Meeting on Monday, May 2, 2011, at 2:30 p.m., at the Palais des Congrès, 2 place de la Porte Maillot – 75017 Paris, in order to deliberate on the following agenda and draft resolutions:
After reviewing the financial statements for the year ended December 31, 2010, the Board of Directors' management report and the Statutory Auditors' report on the parent company financial statements, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, approves the parent company financial statements for the fiscal year ended December 31, 2010, as presented thereto, as well as the transactions entered in these parent company financial statements or summarized in these reports, showing net income for the year of €857,580,006.
In accordance with Article 223 (quater) of the French Tax Code, the Shareholders' General Meeting approves the non-deductible expenses and charges governed by Article 39-4 of the French Tax Code totaling €565,383 for 2010 and the corresponding tax liability of €194,680.
After reviewing the consolidated financial statements for the year ended December 31, 2010, the Board of Directors' management report and the Statutory Auditors' report on the consolidated financial statements, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, approves the consolidated financial statements for the fiscal year ended December 31, 2010, as presented thereto, as well as the transactions entered in these financial statements or summarized in these reports, showing consolidated net income Group share for the year of €4,616,011,000.
The Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to the Ordinary Shareholders' General Meeting, notes that the balance sheet at December 31, 2010 shows net income of €857,580,006 and retained earnings of €15,684,887,218.
Pursuant to the Board of Directors' recommendations, the Shareholders' General Meeting resolves to appropriate the net income and distribute the dividend as follows:
| in euros | |
|---|---|
| Net income for the fiscal year ended December 31, 2010 | 857,580,006 |
| Retained earnings at December 31, 2010 | 15,684,887,218 |
| Total amount available for distribution: | 16,542,467,224 |
| Net dividend payout for the fiscal year 2010 | 3,353,576,920 |
| Interim dividend of €0.83 net per share paid on November 15, 2010 to be deducted from the dividend for fiscal year 2010 |
1,845,878,763 |
| Remaining net dividend payout for fiscal year 2010: | 1,507,698,157 |
| The total amount of net dividend payout for fiscal year 2010 of will be paid out of: |
3,353,576,920 |
| - net income for the period: | 857,580,006 |
| - retained earnings: | 2,495,996,914 |
Accordingly, the Shareholders' General Meeting declares a net dividend for 2010 of €1.50 per share – i.e., a total net dividend payout of €3,353,576,920. After deduction of the net interim dividend of €0.83 per share, paid on November 15, 2010, from the total dividend for fiscal year 2010, the final dividend for fiscal year 2010 comes to €0.67 per share, for a total net dividend payout of €1,507,698,157. The total dividend payout is based on the number of outstanding GDF SUEZ shares as of December 31, 2010 – i.e., 2,250,295,757 shares. On the date of the dividend payment, the dividend corresponding to the Company's treasury stock will be allocated to "Other Reserves".
Under Article 158, paragraph 3–2° of the French General Tax Code, the entire dividend is eligible for the 40% deduction available to individuals who are tax residents of France. The final dividend will be declared on May 4, 2011 and will be paid in cash on May 9, 2011.
Pursuant to applicable law, the Shareholders' General Meeting hereby notes that dividend payouts for the previous three fiscal years were as follows:
| Fiscal years | Number of shares carrying dividend rights | Dividend | Net dividend |
|---|---|---|---|
| (millions) | (total amount) | (per share) | |
| (in euros) | (in euros) | ||
| 2007 (1) | 964 | 1,215 million | 1.26 |
| 2008 (1) | 2,146 (2) | 4,729 million | 2.20 |
| (1.40 + 0.80) (3) | |||
| 2009 (1) | 2,216 (4) | 3,257 million | 1.47 |
(1) Pursuant to the disclosure requirement set forth in Article 243 bis of the French general tax Code, it is noted that the dividends for the fiscal years ended December 31, 2007, December 31, 2008 and December 31, 2009 were eligible for the 40% deduction available to individuals who are tax residents of France, as provided in Article 158, paragraph 3–2° of the French General Tax Code.
(2) This number corresponds to shares carrying dividend rights at the time of payment of the final dividend for 2008 in May 2009. It is lower than the number at the time of payment of the interim dividend for 2008 due to the purchase of treasury stock not entitled to dividends between these two dates.
(3) €1.40 of the dividend distributed under the continuing policy of annual dividend payouts and €0.80 as a one-time increase.
(4) This number corresponds to shares carrying dividend rights at the time of payment of the fi nal dividend for 2009 in May 2010. It is comparable to the number at the time of payment of the interim dividend in 2009.
After reviewing the Statutory Auditors' special report on regulated agreements governed by Article L. 225-38 of the French commercial Code, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, approves the transactions referred to therein which were entered into in fiscal year 2010.
After reviewing the terms of the stock repurchase program, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, authorizes the Board of Directors, or a duly-authorized representative, to purchase the Company's shares in accordance with the terms and conditions set forth in Articles L. 225-209 et seq. of the French commercial Code and EC Regulation no. 2273/2003 of December 22, 2003, in order to:
in accordance with the following terms and conditions:
The purchase, sale or transfer of shares may be performed at any time, and by any means, except during the period of public offer for the Company, on the open market or over the counter, including through block trades, public tender offers, or the use of options or forward financial instruments traded on a regulated market or over the counter or through the issue of securities convertible, exchangeable, redeemable or otherwise exercisable for shares of the Company, in accordance with the conditions provided by the market authorities and applicable legislation.
This authorization is given for a period of 18 months from the date of this Shareholders' Meeting. It deprives of effect the authorization of the same kind granted to the Board of Directors under the 5th resolution of the Ordinary and Extraordinary Shareholders' General Meeting of May 3, 2010.
The Shareholders' General Meeting gives full powers to the Board of Directors, with power to delegate as provided by law, to:
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, decides to appoint Albert Frère as Director for a four-year term.
Albert Frère's term will expire at the end of the Ordinary Shareholders' General Meeting convened in 2015 to approve the financial statements for the year ended December 31, 2014.
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, decides to appoint Edmond Alphandéry as Director for a four-year term.
Edmond Alphandéry's term will expire at the end of the Ordinary Shareholders' Meeting convened in 2015 to approve the financial statements for the year ended December 31, 2014.
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, decides to appoint Aldo Cardoso as Director for a four-year term.
Aldo Cardoso's term will expire at the end of the Ordinary Shareholders' Meeting convened in 2015 to approve the financial statements for the year ended December 31, 2014.
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, decides to appoint René Carron as Director for a four-year term.
René Carron's term will expire at the end of the Ordinary Shareholders' General Meeting convened in 2015 to approve the financial statements for the year ended December 31, 2014.
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, decides to appoint Thierry de Rudder as Director for a four-year term.
Thierry de Rudder's term will expire at the end of the Ordinary Shareholders' Meeting convened in 2015 to approve the financial statements for the year ended December 31, 2014.
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, decides to appoint Ms. Françoise Malrieu as Director for a four-year term.
Ms. Françoise Malrieu's term will expire at the end of the Ordinary Shareholders' Meeting convened in 2015 to approve the financial statements for the year ended December 31, 2014.
After reviewing the Board of Directors' report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to Ordinary Shareholders' General Meetings, ratifies the transfer of the head office located at 1 Place Samuel de Champlain, 92400 Courbevoie, and the corresponding statutory amendment decided by the Board on October 18, 2010, in accordance with Article 4 of the bylaws.
Delegation of authority to be given to the Board of Directors to increase the share capital by issuing shares with cancellation of preferential subscription rights in favor of the Group employee savings plans members
After reviewing the Board of Directors' report and the Statutory Auditors' report, and in accordance with Articles L. 225-129, L. 225-129-2 à L. 225-129-6, L. 225-138 and L. 225-138-1, L. 228-91 et L. 228-92 of the French commercial Code, as well as Articles L. 3332-1 et seq. of the French labor Code, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to the Extraordinary Shareholders' General Meeting:
a) determine, in accordance with legal requirements, the list of companies whose members of one or more Company employee savings plans may subscribe to the shares or share equivalents thus issued and to receive, where applicable, bonus shares or share equivalents,
b) decide whether subscriptions may be made directly or through employer-sponsored mutual funds or other vehicles or entities allowed by applicable legislation or regulations,
c) determine the conditions, including seniority, that the beneficiaries of capital increases must meet,
d) set the opening and closing dates for subscriptions,
e) determine the amounts of the issues that will be carried out under this authorization and set, inter alia, the issue price, dates, periods, terms and conditions of subscription, payment, delivery and dividend entitlement for the securities (even retroactive) as well as any other terms and conditions of issue in accordance with current statutory and regulatory requirements,
f) in the event of an award of bonus shares or share equivalents, set the number of shares or share equivalents to be issued, the number allocated to each beneficiary, and set the dates, periods, terms and conditions for awarding such shares or share equivalents in accordance with current statutory and regulatory requirements, and in particular decide whether to fully or partially substitute the allocation of such shares or share equivalents for the discounts relative to the Reference Price provided above, or to deduct the equivalent value of such shares from the total amount of the matching contribution, or to combine these two options,
g) to record the completion of the capital increases in the amount of subscribed shares (after any reductions in the event of oversubscription),
h) where applicable, charge the costs of the capital increases against the amount of the relevant premiums and deduct from this amount the sums necessary to raise the legal reserve to one-tenth of the capital resulting from such capital increases,
i) enter into all agreements, carry out directly or indirectly by proxy all actions, including to proceed with all formalities required following capital increases, amend the bylaws accordingly and, generally, conclude all agreements, in particular to ensure completion of the proposed issues, take all measures and decisions, and accomplish all formalities required for the issue, listing and financial administration of the securities issued under this authorization and for the exercise of the rights attached thereto or required after each completed capital increase.
After reviewing the Board of Directors' report, the Statutory Auditors' report, and in accordance with Articles L. 225-129, L. 225-129-2 to L. 225-129-6 and L. 225-138 of the French Commercial Code, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to the Extraordinary Shareholder's General Meeting:
proviso that such price shall not be less than 80% of the average opening price of the GDF SUEZ share on the NYSE Euronext Paris stock exchange during the 20 trading sessions preceding the date of the decision setting the opening date of the subscription period for the share issue reserved for members of a GDF SUEZ Group employee savings plan;
a) determine the amounts of the issues that will be carried out under this authorization and set, inter alia, the issue price, dates, periods, terms and conditions of subscription, payment, delivery and dividend entitlement for the securities (even retroactive) as well as any other terms and conditions of issue in accordance with current statutory and regulatory requirements,
b) where applicable, at its own initiative, charge the costs of such a capital increase against the amount of the relevant premiums and, as it sees fit, deduct from this amount the sums necessary to raise the legal reserve to one-tenth of the capital resulting from such a capital increase,
c) and, generally, enter into all agreements, in particular to ensure completion of the proposed issues, record the completion of the capital increase and amend the bylaws accordingly, take all measures and decisions and accomplish all formalities required for the issue, listing and financial administration of the securities issued under this authorization and for the exercise of the rights attached thereto or required after each completed capital increase.
After reviewing the report of the Board of Directors and the Statutory Auditors' special report, the Shareholders' General Meeting, pursuant to the quorum and majority requirements applicable to the Extraordinary Shareholders' General Meeting:
a) determine the identity of the recipients of awards and number of shares allocated to each beneficiary,
b) set the conditions and, where appropriate, the criteria for awarding the shares, including the minimum vesting period and the minimum holding period,
c) provide, where appropriate, for the possibility to extend the vesting period for the same period and in such case, to defer the end-date of the holding period accordingly, so that the minimum holding period remains unchanged,
d) adjust the number of shares awarded in the event that the value of the Company's shares should change as a result of transactions involving the Company's share capital or shareholders' equity, in order to preserve the rights of beneficiaries of bonus share allocations, e) set the dates and the terms and conditions of the free share awards and, in general, take all the necessary steps and enter into all agreements to properly complete the transaction.
The Shareholders' General Meeting grant full powers to the bearer of the original or a copy or extract of the minutes of this Shareholders' General Meeting to carry out all filings and other formalities as required.
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All shareholders, regardless of the number of shares they hold, are entitled to participate in the Shareholders' Meeting in person, to be represented by a proxy of their choosing, either an individual or an entity, to vote by distance, or to grant proxy to the Chairman of the Meeting, on condition that they can provide proof of ownership of their shares, at least three working days before the Shareholders' Meeting, in accordance with article R.225-85 of the French Commercial Code:
The Ordinary and Extraordinary Shareholders' Meeting of GDF SUEZ is scheduled for Monday, May 2, 2011, making the deadline of the third working day before the said Shareholders' Meeting midnight (Paris time) on Tuesday, April 26, 2011, and that of the third calendar day before the said Shareholders' Meeting midnight (Paris time) on Friday, April 29, 2011.
Shareholders wishing to personally attend the Shareholders' Meeting may request their entry card:
Shareholders who wish to be represented at the Shareholders' Meeting by a proxy of their choosing, to vote by distance or give proxy to the Chairman of the Shareholders' Meeting, under the conditions set out in Article L.225-106 I of the French Commercial Code, may send the single voting form by postal mail or by proxy. Only forms received by Société Générale no later than three calendar days before the date of the Shareholders' Meeting will be taken into account. These forms are available to any shareholders who request them in writing from Société Générale, Service des assemblées générales, or from the authorized intermediary who manages their bearer shares account.
Shareholders who choose to be represented by a proxy of their choosing may provide notification of this appointment or revoke it:
If a shareholder sells their shares after sending their instructions and before the third working day before the Shareholders' Meeting, the authorized banking or financial intermediary that manages their bearer share account must provide notice of such sale to Société Générale, Service des assemblées générales, which will invalidate or amend the distance vote, proxy, or entry card as appropriate.
GDF SUEZ provides its shareholders with a dedicated website for online voting in advance of the Shareholders' Meeting. This dedicated website (www.ag.gdfsuez.com) allows shareholders to state how they wish to participate by telecommunication means prior to the Shareholders' Meeting under the following conditions:
for holders of registered shares: a letter will have been addressed to them by Société Générale containing their access code to log on to the website; their username will appear on the distance voting form or proxy voting form that will be sent to them at a later date; they will then be able to vote online by following the procedure shown on the screen;
for holders of bearer shares: the online voting request must be addressed to Société Générale, Service des assemblées générales, stating "Vote via internet" and attaching the attendance certificate issued by the financial intermediary that manages their share account. On receipt of this request, together with the attendance certificate, Société Générale will inform shareholders, by letter sent to the address shown on the certificate, of their username and access code needed to log on to the website. Shareholders will then be able to vote.
This secure dedicated web page for voting prior to the Ordinary and Extraordinary Shareholders' Meeting will be accessible from Wednesday, April 13, 2011 until Friday, April 29, 2011 (Paris time), the last working day before the Shareholders' Meeting.
In order to avoid any overloading of online communications, which could result in their electronic voting form not being recorded, shareholders are asked not to wait until the final days before voting.
Pursuant to article L.225-108, paragraph 3, of the French Commercial Code, shareholders are entitled to address written questions to the Chairman of the Board of Directors until the fourth working day prior to the date of the Shareholders' Meeting, i.e. midnight (Paris time) on Tuesday, April 26, 2011, by registered letter with return receipt requested sent to: GDF SUEZ, Secrétariat Général, at the address stated above.
In accordance with the above article, a common answer may be given to these questions, if they present the same content, and the answers to the written questions will be published directly on the Company's website (www.gdfsuez.com), Finance / Shareholders section).
Shareholders may obtain the documents provided for in articles R.225-81 (Convocation Brochure) and R.225-83 (Reference Document) of the French Commercial Code, within the legal time limit, by request addressed to Société Générale, Service des Assemblées Générales, at the address stated above.
The holders of registered shares who opted for the possibility of receiving their convening notice and/or preparatory documents of the General Meeting by electronic mail, will be emailed, on April 13, 2011, to the address provided by them, their convening notice and/or the documents provided in the above paragraph.
All the documents and information for shareholders required by article R.225-73-1 of the French Commercial Code will be available on the GDF SUEZ website (www.gdfsuez.com) as of the twenty-eighth day prior to the Shareholders' Meeting, i.e. Monday, April 11, 2011. They are also available from the registered office of the Company or can be requested from Société Générale, Service des assemblées générales.
THE BOARD OF DIRECTORS
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