SAFT GROUPE S.A.
A French joint-stock corporation with a Management Board and a Supervisory Board
Share capital: € 26 501 372 Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France
Registered with the Bobigny Companies Registry n° 481 480 465
This is a free translation into English of the Convening brochure issued in French language and is provided solely for the
convenience of English speaking readers. In case of discrepancy the French version prevails.
CONVENING NOTICE
Shareholders are hereby invited to attend the Extraordinary Shareholders 'Meeting of Saft Groupe S.A. to be held on March
7, 2016 at its registered office - 12, rue Sadi Carnot, 93 170 Bagnolet, France, at 9:00 a.m. The agenda of the meeting is as
follows:
- Authorisation to be given to the Management Board to make free allotments of preference shares of the
Company to eligible employees and/or officers of the Company and those of the affiliated companies, pursuant to
Articles L. 225-197-1 et seq. of the French Commercial Code;
- Creation of preference shares convertible into ordinary shares subject to the realisation of the performance
conditions and the correlative amendment of the Company's Bylaws.
Draft resolutions submitted to the Extraordinary Shareholders Meeting
First resolution - Authorisation to be given to the Management Board to make free allotments of the Company's preference
shares to eligible employees and/or officers of the Company and those of the affiliated companies, pursuant to Articles
L. 225-197-1 et seq. of the French Commercial Code
The General Meeting, deciding in the quorum and majority conditions required for extraordinary general meetings, after
having taken cognisance of the Management Board's report and of the special report of the Statutory Auditors, in
accordance with Articles L. 225-197-1 et seq. of the Commercial Code and subject to the approval of the second resolution
by this General Meeting:
1. authorises the Management Board to make - in the conditions defined by law, on one or more occasions and in the
conditions it will determine - free allotments of preference shares to eligible employees and/or officers of the Company
and/or those of the companies or groupings that are affiliated to it as defined in Article L. 225-197-2 of the Commercial
Code;
2. decides that the preference shares can be converted into ordinary shares in the conditions and on the dates indicated
by the Company's bylaws and by the rules contained in the plan for the free allotment of preference shares that will be
decided by the Management Board;
3. decides that the total number of the preference shares allotted free of charge pursuant to this resolution cannot exceed
4,700 preference shares and that the total number of ordinary shares that can be created in the event of the conversion of
the preference shares cannot exceed 470,000 ordinary shares (representing, indicatively, approximately 1.77% of the
Company's share capital on the basis of share capital comprised of 26,501,372 ordinary shares on 20 January 2016), without
including the number of shares to be issued, if any, for the adjustments made in order to preserve the rights of the
beneficiaries of the free allotments of preference shares;
4. decides that the total number of the preference shares allotted to the Company's officers cannot represent more than
30% of the amount of the preference shares allotted;
5. takes formal note that the Supervisory Board must determine, for the Company's officers, the number of ordinary
shares resulting from the conversion of the preference shares that it will be required to keep in registered form until the
end of their terms of office;
6. decides that:
- the acquisition period of the preference shares allotted free of charge shall be of a duration of two (2) years and the
holding period of the preference shares definitively allotted shall be one (1) year, i.e. a period of a total duration of three
(3) years at the end of which the conversion ratio of the preference shares into ordinary shares, determined based on four
performance criteria, shall be permanently known by the Company and the beneficiaries;
- the Management Board shall nevertheless have full power to adjust the duration of each of these two periods for those
beneficiaries having their tax domicile outside France in order to comply with local laws and regulations, in particular, local
tax laws and regulations, applicable to the allotment, being stated that in any case all the beneficiaries will be subject to the
same conditions of attendance in the Company and performance which will be considered on a 3-year period;
7. decides that the definitive acquisition of the preference shares upon the expiry of the acquisition period of two (2)
years shall be conditional on the beneficiary being a Saft Groupe employee at the time; by exception, the preference shares
shall be definitively allotted prior to the expiry of the acquisition period and shall be immediately assignable (i) in the event
of the invalidity of the beneficiary corresponding to the classification in the second or third of the classes mentioned in
Article L. 341-4 of the French Social Security Code [Code de la sécurité sociale] and (ii) in the event of the beneficiary's
death, at the request of the latter's heirs within six months of the death;
8. takes formal note, if necessary, that this authorisation automatically entails in favour of the beneficiaries of the
allotments of preference shares a waiver by the shareholders of their preferential right to subscribe to the preference
shares freely allotted on the basis of this authorisation and to the ordinary shares, if any, issued at the time of the
conversion of said preference shares;
9. grants full power to the Management Board, with the right to delegate in the conditions defined by law, to implement
this authorisation, and, in particular to:
- define the conditions for the allotment of the preference shares in rules that will govern the free allotment of preference
shares, including any attendance conditions;
- determine the dates of the allotments of the preference shares; the Management Board undertakes to consult the
Supervisory Board beforehand;
- determine the identity of the beneficiaries and the number of preference shares allotted to each of them;
- provide for the right to temporarily suspend the allotment rights;
- formally note the final allotment dates and the dates as of which the preference shares can be freely assigned;
- determine the impacts on the rights of the beneficiaries of the transactions modifying the share capital or likely to affect
the value of the preference shares allotted, made during the acquisition and holding periods and, accordingly, make the
necessary adjustments of the number of preference shares allotted in order to preserve the rights of the beneficiaries. The
preference shares allotted pursuant to these adjustments shall be deemed to have been allotted on the same day as the
initially allotted preference shares;
- formally note the existence of sufficient reserves, and, at the time of each allotment, transfer to an unavailable reserves
account, amounts necessary to the paying-up of the preference shares to be allotted;
- decide, at the appropriate time, to make one or more increases to the share capital via the incorporation of reserves,
profits, premiums or other amounts that can be capitalised, correlative to the issuance of the new, definitively and freely
allotted preference shares, to correlatively amend the Company's bylaws and perform all necessary actions and formalities;
- determine if all or some of the ordinary shares resulting from the conversion of the preference shares are existing shares
or shares to be issued;
- in the event of the issuance of new ordinary shares, charge - if applicable, to reserves, profits, premiums or other
amounts that can be capitalised - the amounts necessary to the paying-up of said ordinary shares, formally note the making
of the share capital increase(s) carried out pursuant to this authorisation, correlatively amend the Company's bylaws and, in
general, perform all necessary actions and formalities;
- in the event of the handing over of existing ordinary shares, make the acquisitions of ordinary shares as defined in Article
L. 225-208 of the Commercial Code and/or as part of a share buyback program implemented in the conditions defined by
Article L. 225-209 of the Commercial Code;
- if applicable, take all useful measures to ensure that the beneficiaries comply with the required holding obligation;
- and, more generally, do everything that the application of this authorisation will require pursuant to laws in force;
10. takes formal note that the Management Board shall inform the General Meeting each year of the allotments made
pursuant to this resolution in accordance with Article L. 225-197-4 of the Commercial Code;
- decides that this authorisation is granted for a periods of eighteen (18) months of this General Meeting.
Second resolution Creation of preference shares convertible into ordinary shares subject to the realisation of the
performance conditions and the correlative amendment of the Company's bylaws
The General Meeting, deciding in the quorum and majority conditions required for extraordinary general meetings, having
taken cognisance of the Management Board's report, the special report of the Statutory Auditors and the report of the
Special Advantages Auditor, subject to the approval of the first resolution by this General Meeting:
1. decides, subject to the Management Board's implementation of the authorisation that is granted to it by this General
Meeting in accordance with the first resolution, to make a free allotment of preference shares to eligible employees and/or
officers of the Company and/or those of the companies or groupings associated with it as defined in Article L. 225-197-2 of
the Commercial Code and create a new class of shares, namely, preference shares governed by Articles L. 228-11 et seq. of
the Commercial Code, the characteristics and the conditions of which and the conditions for conversion into ordinary
shares are presented below;
2. decides that the preference shares shall have a nominal value equal to that of the Company's ordinary shares, i.e. a unit
nominal value of 1 euro, and that they will not be admitted for trading on the Euronext Paris regulated market;
3. decides that the issuance of preference shares can only be decided as part of a free allotment of shares to eligible
employees and/or officers of the Company and/or those of the companies or groupings that are associated with it as
defined in Article L. 225-197-2 of the Commercial Code;
4. takes formal note, if necessary, that the issuance of the preference shares as part of a free allotment of shares made in
accordance with the provisions of Articles L. 225-197-1 et seq. of the Commercial Code shall automatically entail, in favour
of the beneficiaries of the allotments of preference shares, a waiver by the shareholders of their preferential right to
subscribe to the freely allotted preference shares and to the ordinary shares, if any, issued at the time of the conversion of
said preference shares;
5. decides to amend Articles 7, 10, 13, 14 and 21 of the Company's bylaws as follows and, if applicable, to correlatively
modify all of the references to the articles amended in the bylaws:
- decides to amend Article 7, "Share capital" as follows:
Former wording New wording
The share capital is set at 26,501,372 euros.
It is comprised of 26,501,372 shares of 1 euro nominal
value and of the same class.
The share capital is set at [amount in numbers] euros.
It is comprised of [number in figures], including:
- [number] ordinary shares of a nominal value of 1 euro,
and
- [number in figures] preference shares of a nominal
value of 1 euro.
- decides to amend Article 10 "Form of shares" as follows:
Former wording New wording
1 - The fully paid-up shares are registered or bearer,
whichever the shareholder chooses.
2 - Except in the case of an account entry in the name of an
intermediary in the conditions defined by laws and
regulations, ownership of the shares results from their
entry in the name of their holder(s), either on the records
kept by the Company, or by a representative of the latter,
in the case of registered shares, or on the records kept by
an authorised financial intermediary in the case of bearer
shares.
3 - In order to identify the holders of bearer shares, the
Company can ask the central depository responsible for the
custody of its securities for the information referred to in
Article L. 228-2 of the Commercial Code. Accordingly, the
Company is entitled to ask at any time, in exchange for the
remuneration to be paid by it, for the name and year of
birth or, in the case of a legal entity, the company name
and the year of incorporation, and the nationality and
address of the shareholders granting, whether immediately
or in future, the right to vote at its general meetings, as
well as the number of shares held by each of them and, if
applicable, the restrictions, if any, concerning the shares.
4 - The Company, given the list sent by the central
depository, is entitled to ask, in the same conditions, either
through this central depository, or directly to the persons
included on this list and with respect to which the Company
1 - The ordinary shares are registered or bearer, whichever
the shareholder chooses. The preference shares are
registered.
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believes that they could be registered on behalf of third
parties, the same information concerning the owners of
the shares. These persons are required, if they are an
intermediary, to disclose the identity of the owners of these
shares. The information is supplied directly to the
authorised custodian financial intermediary, and the latter
must communicate it, as the case may be, to the company
or to the central depository.
5 - As regards registered shares giving access, whether
immediately or in future, to the share capital, the
intermediary registered on behalf of an owner not having
its domicile on French territory is required to disclose the
identity of the owners of these shares as well as the
number of shares held by each of them, if requested by the
Company or its representative, who can be presented at
any time.
6 - As long as the company believes that certain
shareholders whose identity has been communicated to it
are shareholders on behalf of third-party owners of the
shares it is entitled to ask these shareholders to disclose
the identity of the owners of these shares. Following this
request, the Company can ask any legal entity owning its
shares and possessing interests in excess of 2.5% of the
share capital or voting rights to inform it of the identity of
the persons holding, whether directly or indirectly, more
than one-third of the share capital or voting rights of the
legal entity that owns the Company's shares.
7 - In the event of a violation of the above-mentioned
obligations, the shares or securities giving access, whether
immediately or in future, to the share capital and for which
these obligations have not been complied with shall be
devoid of voting rights for any general meeting, which is
held up to the date on which the identification information
is provided, and the payment of the corresponding
dividend shall be deferred until this date.
8 - In addition, in the event that the registered person
knowingly breaches these obligations, the court in the legal
district in which the Company has its registered office can,
if requested by the company or one or more shareholders
holding at least 5% of the share capital, strip, for a total
period not exceeding five years, all or some of the voting
rights attached to the shares having been the subject of a
request for information from the Company and, if
applicable, for the same period, the right to the payment of
the corresponding dividend.
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- decides to amend Article 13 "Indivisibility of shares - Beneficial ownership" as follows:
Former wording New wording
1 - The shares are indivisible vis-à-vis the Company.
2 - The co-owners of jointly-owned shares are represented
at the general meetings by one of them or by a common
1 - The shares are indivisible vis-à-vis the Company. The
preference shares cannot be stripped in accordance with
an agreement.
representative of their choice. Should they fail to agree on
the choice of a representative, the latter shall be appointed
by order of the president of the commercial court deciding
on an urgent application at the request of either co-owner.
3 - The right to vote attached to the share belongs to the
usufructuary at the ordinary general meetings and to the
remainderman at extraordinary general meetings.
However, the holders of shares the ownership of which is
stripped can agree between them on any other breakdown
for the exercise of the right to vote at the general
meetings. In this case, they must communicate their
agreement to the Company by registered mail sent to the
registered office. The Company is required to comply with
this agreement as regards all general meetings held after
the expiry of a period of one month following the sending
of the letter by registered mail. The French post office seal
shall be authoritative for the purposes of establishing the
sending date.
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- decides to amend Article 14 "Rights and duties attached to shares" as follows:
Former wording New wording
1 - Each share gives the right, in the Company's profits and
in the ownership of its shares, to a proportional
percentage of the share capital it represents. Each share
give the right to one (1) vote. This ratio of one (1) vote per
share shall prevail notwithstanding any non-mandatory
conflicting law or regulation.
2 - The shareholders are only liable for losses for up to the
amount of their contributions. The rights and obligations
attached to the shares are transferred to each successive
owner. Ownership of a share automatically entails
adherence to the articles of association and to the
decisions of the general meetings.
3 - The heirs, creditors, beneficiaries or other
representatives of a shareholder cannot request the
affixing of seals on the Company's assets and securities,
nor can they request the division or auction thereof. Under
no circumstances can they interfere in the acts of its
administration. To exercise their rights they must refer to
the company's list of assets and liabilities and to the
decisions of the general meetings.
4 - Whenever it will be necessary to possess several shares
in order to exercise a given right, or in the event of an
exchange, combining or allotment of shares, or as a result
of an increase or decrease of the share capital, a merger or
any other transaction, the holders of isolated shares or the
holders of shares of a number below the required number
can only exercise this right insofar as they combine and, if
applicable, purchase or sell, the necessary shares.
5 - Unless prohibited by law, during the existence of the
Company or at the time of its liquidation, the tax
exemptions and deductions, as well as any taxes likely to
be borne by the Company, shall be combined between all
of the shares, before proceeding with any distribution or
reimbursement, such that, given their respective nominal
value and dividend entitlement, the shares of the same
class receive the same net amount.
14.1 - Rights attached to the ordinary shares
1 - Each ordinary share gives the right, in the Company's
profits and in the ownership of its assets, to a proportional
percentage of the share capital it represents. Each ordinary
share gives the right to one (1) vote. This ratio of one (1)
vote per share shall prevail notwithstanding any nonmandatory
conflicting law or regulation.
2 - The shareholders are only liable for losses for up to the
amount of their contributions. The rights and obligations
attached to the shares are transferred to each successive
owner. Ownership of a share automatically entails
adherence to the Company'sbylaws and to the decisions of
the general meetings.
3 - The heirs, creditors or beneficiaries or other
representatives of a shareholder cannot request the
affixing of seals on the Company's assets and securities,
nor can they request the division or auction thereof. Under
no circumstances can they interfere in the acts of its
administration. To exercise their rights they must refer to
the company's list of assets and liabilities and to the
decisions of the general meetings.
4 - Whenever it will be necessary to possess several shares
in order to exercise a given right, or in the event of an
exchange, combining or allotment of shares, or as a result
of an increase or decrease of the share capital, a merger or
of any other transaction, the holders of isolated shares or
the holders of shares of a number below the required
number can only exercise this right insofar as they
combine, and if applicable, purchase or sell, the necessary
shares.
5 - Unless prohibited by law, during the existence of the
Company or at the time of its liquidation, the tax
exemptions and deductions, as well as any taxes likely to
be borne by the Company, shall be combined between all
of the shares, before proceeding with any distribution or
reimbursement, such that, given their respective nominal
value and dividend entitlement, the shares of the same
class receive the same net amount.
14.2 - Rights attached to the preference shares
1 - The preference shares and the rights of their holders are
governed by the applicable provisions of the Commercial
Code, and, notably, by its Articles L. 228-11 et seq.
2 - Each preference share grants its holder a right to the
liquidation surplus in proportion to the percentage of the
share capital it represents. However, said preference share
shall not give the right to distributions of dividends or to
the reserves of the Company.
3 - The preference shares are devoid of the right to vote at
ordinary and extraordinary general meetings. However,
the holders of preference shares are entitled to vote at a
special general meeting of the holders of preference
shares.
4 - The liability of the holders of preference shares cannot
exceed the amount of their contributions. Ownership of a
preference share automatically entails adherence to the
Company's bylaws and to the decisions of the general
meetings.
5 - The heirs, creditors, beneficiaries or other
representatives of a holder of preference shares cannot
request the affixing of seals on the Company's assets and
securities, nor can they request the division or auction
thereof. Under no circumstances can they interfere in the
acts of its administration. In order to exercise their rights,
they must refer to the lists of the company's assets and
liabilities and to the decisions of the general meetings.
6 - The preference shares are devoid of preferential
subscription rights for any share capital increase or any
transaction with the preferential right to subscribe to the
ordinary shares and are not eligible for share capital
increases by a free allotment of new shares or by an
increase of the nominal amount of the existing ordinary
shares carried out via the inclusion of reserves, profits,
premiums or other amounts, the capitalisation of which is
allowed, nor from free allotments of negotiable securities
giving access to shares, made to the holders of ordinary
shares.
7 - The preference shares are fully paid-up at the time of
their issuance via the inclusion of reserves, profits,
premiums or other amounts the capitalisation of which is
allowed by the Company in the appropriate amount.
8 - In the event of a modification or amortisation of the
share capital or in the case of a taking of control or a
change of control of the Company as defined by Article
L. 233-3 of the Commercial Code, the rights of the holders
of preference shares shall be adjusted or modified by the
Management Board, in accordance with the conditions
contained in the rules contained in the plan for the free
allotment of preference shares, so as to preserve their
rights.
14.3 - Conversion of the preference shares
1 - Subject to the realisation of the conditions below, the
preference shares can be converted into ordinary shares, at
the request of their holder, during a period of thirteen (13)
months commencing on the expiry date of the Holding
Period (the: "Holding Period"), subject to compliance with
the laws and regulations governing insider dealings and
restricted periods for trading in the Company's shares and,
in the absence of a request of conversion during this
period, they shall be automatically converted into ordinary
shares the day after the end of the Holding Period, it being
specified that:
- the preference shares cannot be converted prior to the
end of a holding period of one (1) year (the "Holding
Period") following an acquisition period of two (2)
years (the "Acquisition Period"), i.e. at the end of a
period of at least three (3) years from the free
allotment of the preference shares;
- subject, for those beneficiaries having their tax
domicile outside France, to the adjustments, if any, of
each of these periods, decided by the Management
Board in order to comply with local (notably, local tax)
laws and regulations, applicable to the allotment.
2 - Each preference share shall give the right to up to one
hundred (100) ordinary shares. Each of the four
performance criteria described below (the "Performance
Criteria") shall make it possible to obtain a maximum
number of twenty-five (25) ordinary shares. The number of
ordinary shares that can result from the conversion of the
preference shares shall be calculated by the Management
Board on the date of the opening of the Conversion Period,
based on the degree of attainment of each of the
Performance Criteria (the "Conversion Ratio").
3 - The performance criteria are as follows:
Criterion 1: 2018 turnover
In this Article "2018 Turnover" means the Saft Groupe's
turnover for the year ended 31 December 2018.
· If the 2018 Turnover is below or equal to 834 million
euros, the preference share shall not give rise to any
right to any ordinary share on the basis of this
criterion.
· If the 2018 Turnover exceeds or is equal to 900 million
euros, the preference share shall give rise to the right
to the maximum number of ordinary shares based on
this criterion, i.e. 25 ordinary shares.
· If the 2018 Turnover is between 834 and 900 million
euros, the preference share shall give rise to the right:
_ for the fraction between 834 and 854 million
euros: to a maximum number of 20 ordinary
shares, in proportion to the figure attained by the
2018 Turnover;
_ for the fraction between 854 and 900 million
euros: to a maximum number of 5 additional
ordinary shares, in proportion to the figure
attained by the 2018 Turnover.
Criterion 2: 2018 EBITDA
In this article, "2018 EBITDA" means the Saft Groupe's
EBITDA for the year ended 31 December 2018, as adjusted
prior to the inclusion of "IFRS 2" expenses.
· If 2018 EBITDA is below or equal to 129 million euros,
the preference share shall not give rise to the right to
any ordinary share based on this criterion.
· If 2018 EBITDA exceeds or is equal to 144 million
euros, the preference share shall give rise to the right
to the maximum number of ordinary shares based on
this criterion, i.e. 25 ordinary shares.
· If 2018 EBITDA is between 129 and 144 million euros,
the preference share shall give rise to the right:
_ for the fraction between 129 and 133 million
euros: to a maximum number of 20 ordinary
shares, in proportion to the figure attained by the
2018 EBITDA;
_ for the fraction between 133 and 144 million
euros: to a maximum number of 5 additional
ordinary shares, in proportion to the figure
attained by the 2018 EBITDA.
Criterion 3: 2018 ROCE
In this article, "2018 ROCE" ("return on capital employed")
means the Saft Groupe's rate of return on capital
employed for the year ended 31 2018.
· If the 2018 ROCE is below or equal to 12.3%, the
preference share shall not give rise to the right to any
ordinary share based on this criterion.
· If the 2018 ROCE is higher than or equal to 14.0%, the
preference share shall give rise to the right to the
maximum number of ordinary shares based on this
criterion, i.e. 25 ordinary shares.
· If the 2018 ROCE is between 12.3% and 14.0%, the
preference share shall give rise to the right:
_ for the fraction between 12.3% and 13.0%: to a
maximum number of 20 ordinary shares, in
proportion to the percentage attained by the 2018
ROCE;
_ for the fraction between 13.0% and 14.0%: to a
maximum number of 5 additional ordinary shares,
in proportion to the percentage attained by the
2018 ROCE.
Criterion 4: The Company's share price
In this Article, "Average Share Price" means the average
weighted share price of SAFT GROUPE SA during the sixty
(60) trading days preceding the date of the opening of the
Conversion Period.
· If the Average Share Price is lower than or equal to
the average weighted share price of the SAFT GROUPE
SA during the sixty (60) trading days preceding the
Management Board's decision to launch the plan
(the "Lower Limit"), the preference share shall not
give rise to the right to any ordinary shares based on
this criterion.
· If the Average Share Price exceeds or is equal to 150%
of the Lower Limit (the "Upper Limit"), the preference
share shall give rise to the right to the maximum
number of ordinary shares based on this criterion, i.e.
25 ordinary shares.
· If the Average Share Price is between the Lower Limit
and the Upper Limit, the preference share shall give
rise to the right to a number of ordinary shares
calculated in proportion to the price attained by the
Average Share Price.
4 - The number of ordinary shares resulting from the
conversion must be determined, for each holder of
preference shares, by applying the Conversion Ratio to the
number of preference shares held by the holder on the
conversion date. The Conversion Ratio is weighted as
follows subject to the holder still being a Saft Groupe
employee at the end of the Holding Period:
- 100% of the Conversion Ratio if the holder is still an
employee on the expiry date of the Holding Period;
- 0% of the Conversion Ratio if the holder is no longer an
employee on the expiry date of the Holding Period;
- as an exception, between 0% and 100% of the
Conversion Ratio, based on a decision by the
Management Board upon the Supervisory Board's
authorization, if the holder is no longer an employee
on the expiry date of the Holding Period, and based on
the circumstances and/or the date of its departure.
If the total number of ordinary shares that must be
received is not a whole number, said holder shall receive
the number of ordinary shares just below it.
5 - The Company shall inform the holders of preference
shares of the application of the automatic conversion by
any means prior to the end of the Conversion Period. The
ordinary shares resulting from the conversion of the
preference shares shall be permanently treated as the
equivalent of the Company's ordinary shares existing on
their conversion date, and with current dividend rights.
The Management Board must take formal note, if
necessary and as often as decided by it, of the number of
new ordinary shares resulting from the conversion of
preference shares during the Conversion Period, and make
the necessary modifications to these bylaws.
14.4 - Buy-back of the preference shares
1 - In the event that, on the day of the opening of the
Conversion Period, the number of ordinary shares to which
the preference shares held by all or some of the holders
give rise is equal to zero pursuant to the conversion
conditions (including the Conversion Ratio and its
weighting, if applicable, based on the holder's attendance
in the Saft Groupe during the Holding Period), the
Company shall, on its exclusive initiative, buy back said
preference shares with a view to cancelling them.
All of the preference shares thus bought back shall be
permanently cancelled on their buy back date and the
Company's share capital shall be correlatively reduced; the
creditors shall have a right of opposition.
2 - The preference shares shall be bought back at their unit
nominal value.
3 - The Company shall inform the holders of preference
shares of the execution of the buyback by any means prior
to the effective date of the buyback.
4 - The Management Board must take formal note, if
necessary, of the number of preference shares bought back
and cancelled by the Company and shall make the
necessary modifications to these bylaws.
- decides to amend Article 21, "General Meetings" as follows:
Former wording New wording
1 - The collective decisions of the shareholders are taken at
ordinary, extraordinary or special general meetings
depending on the nature of the decisions they are
convened to take.
2 - The deliberations of the general meetings are binding
on all shareholders, including absent, dissident and
incapable shareholders.
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Meeting notice and general meeting venue
3 - The general meetings are convened in the conditions
stimulated by law, by the Management Board or by the
Supervisory Board, or else, by the Statutory Auditors, or by
any other person authorised by law.
4 - The general meetings are held at the registered office or
at any other place specified in the meeting notice.
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Agenda
5 - The agenda of the general meeting is determined by the
author of the meeting notice.
6 - However, one or more shareholders or the works
council are entitled to request the inclusion of draft
resolutions on the agenda, in the conditions defined by
laws and regulations in force.
7 - The general meeting cannot deliberate on a point that
is not on the agenda. However, it can, in any
circumstances, revoke and replace one or more members
of the Supervisory Board and/or of the Management
Board.
8 - The agenda of a general meeting cannot be modified
when the general meeting is convened for the second time.
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Attendance at general meetings
9 - Any shareholder can attend the general meetings and
participate in the deliberations, whether in person or via a
representative, regardless of the number of shares (s)he
holds, insofar as (s)he provides proof of his/her identity.
10 - In order to be entitled to attend the general meetings,
vote by mail or be represented in person, the shareholders
must have an entry, either in the registered share accounts
kept by the Company, or in the bearer share accounts kept
by the authorised intermediary, in their name or in the
name of the intermediary registered on its behalf, on the
third working day proceeding the general meeting, at
midnight, Paris time.
The shareholders holding bearer shares must have the
entry or the registration of their shares in the bearer shares
accounts kept by the authorised intermediary, using a
participation affidavit issued by the latter, if applicable,
electronically, in annex to the remote voting form or proxy,
or at the request of the admission card prepared in the
name of the shareholder or on behalf of the shareholder
represented by the registered intermediary.
An affidavit is also issued to a shareholder wishing to
attend the general meeting in person, and who has not
received his admission card by the third working day
preceding the general meeting, at midnight, Paris time.
11 - Any shareholder can be represented by any natural
person or legal entity of its choice. In this case, the
representative must provide proof of his/her mandate.
12 - Any shareholder can also send a proxy form to the
Company without indicating the name of the
representative. In this case, the chairman of the general
meeting shall vote in favour of the approval of the draft
resolutions presented or approved by the Management
Board and vote against the approval of any other draft
resolutions; in order to cast any other vote, the shareholder
must choose a representative who agrees to vote in the
manner indicated by the former.
13 - Each shareholder can vote by mail using a form
prepared and sent to the Company in the conditions
defined by laws and regulations. This form must be
received by the Company at least three days prior to the
date of the general meeting, failing which the form shall
not be counted in the vote.
14 - If decided by the Management Board or the
Supervisory Board, as the case may be, the shareholders
can attend the general meeting by videoconference and/or
vote by any telecommunications and remote transmission
methods, including the Internet, enabling them to be
identified in the conditions stipulated by the applicable
regulation at the time of its use. This decision is
communicated in the meeting notice published in France's
Bulletin des Annonces Légales Obligatoires (B.A.L.O.).
Those of the shareholders who use for this purpose, within
Attendance at general meetings
9 - With the exception of the holders of preference shares
who do not hold the right to vote at an ordinary general
meeting and in an extraordinary general meeting, any
shareholder can attend the general meetings and
participate in the deliberations, whether in person or via a
representative, regardless of the number of shares (s)he
holds, insofar as (s)he provides proof of his/her identity.
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the required time limits, the electronic voting form
provided on the Internet site set up by the general
meeting's centralising agent, are deemed to be present for
the purposes of the calculation of the quorum and majority
of the general meeting. The electronic form can be directly
filled out and signed on the site via any process satisfying
the conditions defined in the first sentence of the second
paragraph of Article 1316-4 of the French Civil Code
(namely, the use of a reliable process of identification
guaranteeing the link of the signature with the form) can,
notably, consist of an identifier and a password.
The proxy or the vote thus cast prior to the general
meeting using this electronic method, and the resulting
acknowledgment of receipt, shall be considered as nonrevocable
written documents binding on everyone. In the
event of a sale of shares occurring prior to the third
working day preceding the general meeting at midnight,
Paris time, the Company shall invalidate or modify
accordingly, as the case may be, the proxy or the vote cast
prior to this date and this time.
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Right to vote
15 - Each shareholder has one right to vote for each share
(s)he possesses or represents.
Right to vote
15 - With the exception of the holders of preference shares
who do not hold the right to vote in an ordinary and
extraordinary general meeting, any shareholder shall have
one right to vote for each share he possesses or represents.
Attendance sheet - Officers of the meeting - Meeting
minutes
16 - An attendance sheet is kept in the conditions defined
by laws and relations in force.
17 - The general meetings are chaired by the Chairman of
the Management Board or of the Supervisory Board or, in
their absence, by the member of the Management Board
or the Supervisory Board whose first appointment took
place the farthest in advance of this general meeting. If the
general meeting is convened by the Statutory Auditors or
by any other person authorised by law, it shall be chaired
by the author of the meeting notice. Otherwise, the
general meeting shall elect its chairman itself.
18 - Tellers' duties are performed by those shareholders,
present and accepting these duties, who hold the largest
number of votes, both by themselves and as
representatives.
19 - Said officers of the meeting shall appoint a secretary,
who need not be a shareholder.
20 - The officers of the meeting are responsible for
checking, certifying and signing the attendance sheet,
ensuring the smooth flow of discussions, resolving
incidents occurring during the meeting, checking and
ensuring the regularity of the votes cast and ensuring that
the meeting meetings are prepared.
21 - The deliberations are formally noted by meeting
minutes signed by the officers of the meeting and placed in
a special record kept at the registered office. The copies or
extracts of meeting minutes are signed by the Chairman or
Vice Chairman of the Supervisory Board or by a member of
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the Management Board.
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Ordinary general meetings
22 - The ordinary general meeting takes all decisions that
do not modify the Company's bylaws. It is convened at
least once a year, within the time limits stipulated by laws
and regulations, in order to approve the financial
statements of the year ended.
23 - The ordinary general meeting's deliberations shall
only be valid on the first convening of the meeting if the
shareholders present, represented or having voted by mail
possess at least one-fifth of the shares having the right to
vote. No quorum is required in the case of the second
convening of the meeting.
24 - The ordinary general meeting shall take its decisions
based on a majority of the votes held by the shareholders
present, represented or having voted by mail.
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Extraordinary general meetings
25 - The extraordinary general meeting is alone authorised
to amend any and all of the provisions of the Company's
bylaws; however, it cannot increase the commitments of
the shareholders, with the exception of transactions
resulting from a duly carried out combining of shares.
26 - The extraordinary general meeting's deliberations
shall only be valid if the shareholders present, represented
or having voted by mail possess at least one-quarter of the
shares having the right to vote on the first convening, and
at least one-fifth of the shares having the right to vote on
the second convening.
27 - The extraordinary general meeting shall take its
decisions based on a two-thirds majority of the votes held
by the shareholders present, represented or having voted
by mail.
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Special general meetings
28 - The special general meetings are attended by the
holders of shares of a specified class in order to vote on any
modification of the rights of the shares of this class.
29 - The special general meeting's deliberations shall only
be valid if the shareholders present, represented or having
voted by mail possess at least one-half of the shares having
the right to vote on the first convening and at least onequarter
of the shares having the right to vote on the
second convening.
30 - The special general meeting takes its decisions based
on a two-thirds majority of the votes held by the
shareholders present, represented or having voted by mail.
Special general meetings
28 - The special general meetings are attended by the
holders of shares of a specified class in order to vote on any
modification of the rights of the shares of this class.
29 - The special general meeting's deliberations shall only
be valid if the shareholders present, represented or having
voted by mail possess at least one-half of the shares having
the right to vote on the first convening and at least onequarter
of the shares having the right to vote on the
second convening.
30 - The special general meeting takes its decisions based
on a two-thirds majority of the votes held by the
shareholders present, represented or having voted by mail.
31 - The holders of preference shares are convened as a
special general meeting in order to vote on any planned
modification of the rights attached to the preference
shares. Those collective decisions for which the Company's
ordinary general meeting or extraordinary general meeting
are competent are not subject to approval by the special
general meeting.
For all purposes, the following is an incomplete list of the
items that shall not be subject to the approval of the
special general meetings of the holders of existing
preference shares:
- the conversion of the preference shares pursuant to
Article 14 of these bylaws;
- transactions involving the amortisation or modification
of the share capital, in particular, capital increases via
the issuance of ordinary shares, preference shares or
any negotiable securities giving access to the share
capital, regardless of whether or not these entail a
preferential subscription right;
- buybacks and/or cancellation of shares occurring in the
context (i) a buyback of the preference shares by the
Company pursuant to Article 14 of these bylaws, (ii)
the implementation of programs to buyback ordinary
shares in the conditions defined by Articles L. 225-209
et seq. of the Commercial Code and (iii) a public offer
to acquire the ordinary shares or any class of
preference shares.
However, in accordance with the provisions of Article
L. 228-17 of the Commercial Code, the following shall be
subject to the approval of any special general meeting
concerned: any planned merger or demerger of the
Company in which the preference shares could not be
exchanged for the shares containing equivalent specific
rights.
6. decides that the amendment to the Company's bylaws shall only take effect following the acquisition period applicable
to the first allotment of preference shares made pursuant to the authorisation granted in the terms of the first resolution
above, which shall correspond to the issue date of the preference shares and, as of this date, the Company's share capital
shall be divided into two classes of shares; ordinary shares and preference shares;
7. gives full powers to the Management Board, with the right to delegate in the conditions defined by law, in order to:
- insert amendments to the Company's bylaws as made in this resolution;
- define the conditions in which, if applicable, the rights of the holders of negotiable securities or the holders of other
rights giving access to the share capital shall be preserved, in accordance with applicable laws and regulations, and, if
applicable, in accordance with applicable contractual provisions;
- take, in general, all useful measures, enter into any agreements, apply for any authorisations, carry out any formalities
and do whatever is necessary to apply this resolution.
A) Preliminary formalities to the Shareholder's General Meeting
The General Meeting is composed by all shareholders without consideration for the number of shares they hold.
The shareholders can participate to the Meeting upon choosing one of the following formalities:
a) attendance at the General Meeting in person by requesting an admission card;
b) granting a power to the Chairman of the General Meeting or to any person of his choice (a physical person or a
corporation) (article L.225-106 of French Code de commerce);
c) Voting by correspondence or by electronic means.
In accordance with article R.225-85 of the French Commercial Code, the right to attend the General Meeting is subject to
the registration of the shares in the name of the shareholder or of the intermediary registered on its behalf (in accordance

with article L.228-1 al. 7 of the French Code of commerce) on the 2

ndbusiness day before the Meeting date, i.e., on 8 May
2015, at midnight (Paris time), either in the registered share account kept by the Company (or its agent) or in the bearer
share accounts held by the authorized intermediary.
In accordance with article R.225-85 of the French Commercial Code, the registration or entry of securities in bearer share
accounts held by an accredited financial institution must be validated by a certificate of participation delivered by the
institution, when applicable by electronic means, according to the conditions set out in article R.225-61 of the French
Commercial Code, attached to:
- the correspondence voting form
- The proxy voting form
- The request for an admittance card in the name of the shareholder or on behalf of the shareholder represented by the
registered intermediary.
A certificate of participation is delivered to the shareholder wishing to attend personally to the General Meeting and which

has not received his admittance card the 2

ndbusiness day preceding the General Meeting, i.e. on 8 May 2015, at midnight,
(Paris time).
B) Ways of participation to the Shareholder's General Meeting
Shareholders who wish to attend this General Meeting personally may request an admission card in advance, as follow:
For shareholders with registered shares: send the request for an admission card to BNP Paribas Securities CTS Assemblées
Générales - Les Grands Moulins de Pantin 9 - rue du Débarcadère - 93761 Pantin Cedex or apply, on the Meeting day, to
the relevant reception desk with an identification document.
For shareholders with bearer shares: request their authorized intermediary managing their securities account to deliver
them an admission card.
For shareholders with registered shares: send back the correspondence/proxy voting form, which will be attached to the
convening notice, to the following address: BNP Paribas Securities Services - CTS Assemblées Générales - Les Grands
Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex.
For shareholders with bearer shares: request the correspondence/proxy voting form to the intermediary managing their
securities account, from the date of the convening of the General Meeting. Shareholders shall send back this voting form
duly completed to their account-holding institution. Their account-holding institution will forward this voting form, together
with a certificate of participation, to BNP Paribas Securities Services, Services Assemblées Générales - CTS Assemblées
Générales, Les Grands Moulins de Pantin, 9, rue du Débarcadère - 93761 Pantin Cedex.
In order to be accounted for, the voting forms shall be received by the Company or BNP Paribas Securities Services, at least
three days before the scheduled Meeting, i.e. by May 7, 2015, at 3:00 p.m. (Paris time).
Shareholders can also obtain the documents provided for in Article R.225-81 and R.225-83 of the French Commercial Code
by sending a written request to BNP Paribas Securities Services - CTS Assemblées Générales - Les Grands Moulins de Pantin
9, rue du Débarcadère - 93761 Pantin Cedex.
In accordance with Article R.225-79 of the French Commercial Code, the notification of appointment or revocation of a
proxy may also be made by electronic means, in accordance with as follows :
For holders of pure registered shares:
Shareholders shall send an e-mail to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com. This e-mail
must include the following information: name of the concerned Company, date of the General Meeting, last name, first
name, address and bank account details of the person granting the proxy as well as the first name, last name and, where
possible, address of the proxy ;
- Shareholders shall confirm their request through the website PlanetShares/My Shares or PlanetShares/My Plan using
their usual login ID. On the page "My shareholder, and selecting the page « Shareholders corner - Annual General
Meetings » and then clicking on « Appointing or revoking a proxy ».
Holders of bearer shares or administered registered shares:
- Shareholders shall send an e-mail to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com. This e-mail
must include the following information: name of the concerned Company, date of the General Meeting, last name, first
name, address and bank references of the person granting the proxy as well as the first name, last name and, where
possible, address of the proxy ;
- request their financial intermediary managing their securities account to send a written confirmation to BNP Paribas
Securities Services, Services Assemblées Générales - CTS Assemblées Générales - Les Grands Moulins de Pantin, 9, rue du
Débarcadère - 93761 Pantin Cedex.
Only notifications of appointment or revocation of proxies may be sent to the above mentioned email address and any
request or notification made to this address for another purpose will not be taken into consideration and/or processed.
In order for online proxy appointments or revocations to be taken into account, the confirmations have to be received the
day before the Meeting at 3:00 p.m. (Paris time) at the latest.
The notifications of appointment or revocation of proxies sent by post mail shall be received at least three days before the
scheduled Meeting date.
C) Request for the inclusion of items or draft resolutions by the shareholders
Shareholders who meet the conditions set out in Article R.225-71 of the French Commercial Code may propose resolutions
at the annual Shareholders' Meeting by sending their request by registered mail, with recorded delivery, to Saft Groupe
S.A., 12 rue Sadi Carnot, 93170 Bagnolet, France, or by e-mail to investor@saftbatteries.com, such request shall be received
by the Company at the latest 25 calendar days, before the date of the Meeting, at midnight, in accordance with article
R.225-73 of the French Commercial Code. The request for inclusion of a draft resolution shall be accompanied by the text of
the draft resolution and by a brief explanation of the reasons for the request.
The examination of the item or the proposed resolution is subject to submission, by the concerned shareholders, of a
further certificate of ownership evidencing that the shares are still recorded in their accounts on the third day before the
Meeting date, i.e. 8 May 2015, at midnight (Paris time).
D) Rights to shareholders information
Shareholders may obtain the documents provided for under articles R.225-81 et R.225-83 of the French Commercial Code
within legal time limits, by requesting them from BNP Paribas Securities Services, Service Assemblée Générales - CTS
Assemblée Générales - Les Grands Moulins de Pantin- 9,rue du Débarcadère-93761 Pantin Cedex.
All the documents and information provided for in article R.225-73-1 of the French Commercial Code will be posted on the
Company's website, www.saftbatteries.com from the twenty-first day preceding the General Meeting, i.e. 21 April 2015.
The Management Board

Saft Groupe SA issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 January 2016 20:43:05 UTC