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FINANCIAL AND ACCOUNTING INFORMATION
3. Compagnie de Saint-Gobain annual financial statements (parent company)
275
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Potential number of shares
10.8
At
the Annual General Meeting of June 4, 2015,
shareholders
authorized the Board of Directors of Compagnie de
Saint-Gobain to:
compulsory priority period for subscription for such
shareholders
(12th
to
16th resolutions/26-month
authorization commencing June 4, 2015);
rights for existing shareholders of Compagnie de
Saint-Gobain and debt securities without preferential
subscription rights for existing shareholders but with a
issue, on one or several occasions, up to 112,500,000 new
shares or stock warrants, with preferential subscription
authorization commencing June 4, 2015). In 2016, the Board
of Directors made partial use of this authorization by issuing
4,653,810 shares under the 2016 Group Savings Plan.
issue, on one or several occasions, up to 11,250,000 new
shares to members of the Group Savings Plan
(17th resolution, to be deducted from the ceiling of
112,500,000 shares
referred
to
above/26-month
authorized the Board of Directors of Compagnie de
Saint-Gobain to:
At
the Annual General Meeting of June 2, 2016
, shareholders
grant stock options exercisable for new or existing shares,
subject to performance conditions, representing up to 1.5%
of the share capital on the day the AGM was held, with a
sub-limit of 10% of this limit for corporate Directors of
2016, by granting 280,000 options (including 58,000 for
corporate Directors) (see section 10.4);
Compagnie de Saint-Gobain, i.e., 8,322,705 options,
including a maximum of 832,270 options for corporate
Directors
(13th resolution/38-month
authorization
commencing June 2, 2016). In 2016, the Board of Directors
made partial use of this authorization on November 24,
specified under the 13th resolution of the Annual General
Meeting referred to above regarding stock options. In 2016,
the Board of Directors made partial use of this
authorization on November 24, 2016, by granting
of 10% of this limit for corporate Directors of Compagnie
de Saint-Gobain, i.e. 6,658,164 performance shares,
including a maximum of 665,816 performance shares for
corporate
Directors
(14th resolution/38-month
authorization commencing June 2, 2016). The limit of 1.2%
and sub-limit of 10% are being set off against the limits
grant free performance existing shares, subject to
performance conditions, representing up to 1,2% of the
share capital on the day the AGM was held, with a sub-limit
1,231,320 performance shares (including 67,000 for
corporate Directors) (see section 10.5).
Directors, this would potentially have the effect of increasing
the number of shares outstanding to 676,860,260 shares.
If all outstanding stock options were to be exercised with the
issue of new shares, this would potentially have the effect of
increasing the number of shares outstanding to
562,202,685 shares. In addition, if the authorizations
described above were to be used in full by the Board of
OTHER EQUITY
NOTE 11
Non-voting participating securities
of FRF 1,000. Their face value is now €152.45, following their
conversion to euros in 1999.
In June 1983, Compagnie de Saint-Gobain issued
1,288,299 non-voting participating securities with a face value
A certain number of these securities have been bought back
over the years. At December 31, 2016, 606,883 were
outstanding with an aggregate face value of €92.5 million.
per security.
Interest on the securities ranges from 75% to 125% of the
average corporate bond rate (TMO), based on the Group’s
consolidated income. Interest paid in 2016 amounted to €2.05
In April 1984, 194,633 non-voting participating securities were
issued with a face value of ECU 1,000 now €1,000.
over the years. At December 31, 2016, 77,516 were
outstanding with an aggregate face value of €77.5 million.
A certain number of those securities have been repurchased
Interest on these securities comprises (i) a fixed portion of
7.5% per year applicable to 60% of the nominal amount of the
security, and (ii) a variable portion applicable to the
remaining 40% of the nominal amount of the security, which
is linked to consolidated net income of the previous year and
to the Libor EUR 6 month reference rate +7/8%. The amount
paid per security in 2016 totaled €63.38, paid in two
instalment (€30.83 + €32.55).
None of these securities are redeemable and the
remuneration paid to investors is qualified as interest
expense.