Welcome to the Annual General Meeting
Thursday, 23 May 2024 at 2:30 pm
The Group invites its shareholders to consult regularly the Company's website
www.groupeseb.com to keep up to date with the news and final details of the 2024
Annual General Meeting of SEB S.A.
CONTENTS
Chairman's foreword | 3 | For any information you may require |
How do I take part in the Annual General | in relation to the Annual General Meeting, | |
Meeting? | 4 | the securities department is at your |
Presentation of the Board of Directors | 10 | disposal: |
Key figures 2023 | 12 | By post: |
Business review | 16 | UPTEVIA |
Agenda | 25 | Service Assemblées |
90-110 Esplanade du Général de Gaulle, | ||
Proposed resolutions and Report | ||
92931 Paris La Défense cedex - France | ||
of the Board of Directors | 26 | Online: |
Request for documents and information | 47 | |
Contact form available on | ||
https://planetshares.uptevia.pro.fr
- GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024
Chairman's
foreword
Dear Shareholders,
I am pleased to invite you to the Combined General Shareholders' Meeting of SEB S.A., which is to take place on Thursday 23 May 2024 at 2.30 p.m. at the Palais Brongniart.
The Annual General Meeting is the ideal opportunity for discussion and exchange of information. That is why I hope that many of you will attend and express their views, either by taking part in the meeting personally, by voting by post or by giving your proxy either to the Chairman of the meeting or to a person of their choice.
This meeting will be the opportunity to review the events and solid performances of the year 2023, during which, after three hectic years, the Group regained momentum more in line with historical standards.
The pages which follow contain a summary of the Group's 2023 activities, and set out the presentation of the Board of Directors, the agenda and the draft resolutions, as well as practical details about taking part in this Annual General Meeting.
As usual, a live webcast of the meeting will be available on our website: www.groupeseb.com.
I look forward to your attendance and participation and thank you for your trust and loyalty.
Thierry de La Tour d'Artaise
Chairman of the Board of Directors
GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024 | 3 |
How do I take part in the Annual General Meeting?
PREAMBLE
The shareholders of SEB S.A. are invited to attend the Combined General Meeting (Ordinary and Extraordinary) to be held on Thursday 23 May 2024, at 2.30 p.m. at the Palais Brongniart, 16 place de la Bourse 75002 PARIS, in order to deliberate on the agenda below.
The 2024 General Meeting of SEB S.A. will be broadcast live and recorded on the company's website, www.groupeseb.com, unless technical reasons make this broadcast impossible or seriously disrupt it.
The company invites its shareholders to regularly consult the company's website www.groupeseb.comto keep abreast of the latest news and fi nal procedures relating to the 2024 Combined General Meeting of
SEB SA.
Shareholders are also encouraged to give preference to the transmission of all requests for documents and/or questions by electronic means.
We inform our shareholders that only a welcome coffee will be offered from 1:30 p.m. before the start of the General Meeting which will close at the end of the votes.
WHAT ARE THE CONDITIONS FOR PARTICIPATING IN THE GENERAL MEETING?
A) PRELIMINARY PROCEDURES FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The Annual General Meeting comprises all shareholders, regardless of the number of shares they own. In accordance with Article R. 22-10-28 of the French Commercial Code (Code de commerce), shareholders shall be entitled to attend the Annual General Meeting if their shares are recorded in their name or in the name of the financial intermediary registered on their behalf (pursuant to the paragraph 7 of Article L. 228-1 of the French Commercial Code), by midnight (Paris time) on the second business day preceding the Annual General Meeting, i.e. Tuesday 21 May 2024 at midnight, either in the registered share accounts held by the company (or its agent), or in the bearer share accounts held by the authorized intermediary.
The registration or recording of shares in the bearer share accounts kept by financial intermediaries is acknowledged by a share certificate issued by such intermediaries (by electronic means where applicable) under the terms and conditions set out in Article R. 22-10-28 of the French Commercial Code. This share certificate must be provided as an annex to:
- the remote voting form;
- the voting proxy form;
- the admission card request.
All shareholders may be represented at the Annual General Meeting by any other legal or natural person of their choosing (Article L. 22-10-39 of the French Commercial Code).
Shareholders are advised not to wait until the last minute to communicate how they intend to participate in the Annual General Meeting.
- GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024
How do I take part in the Annual General Meeting?
B) HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
1) How to vote by correspondence or by proxy by postmail:
- If you hold registered shares, you will receive a voting form or a proxy form by postmail.
- In all cases (whether you hold registered shares or bearer shares), check the box that corresponds to your voting choice (vote by postmail, proxy to the Chairman of the Annual General Meeting or proxy to a third party).
- When a proxy is given to the Chairman of the General Meeting, it is recalled that the vote is restricted, that is to say it is a vote "for" the resolutions proposed by the Board of Directors and "against" the draft resolutions presented by the shareholders which have not been approved by the Board of Directors.
- If you vote by postmail, tick your voting selection for each resolution, following the instructions given on the form.
- If you grant a proxy to a third party, the full name and address of the proxy must be clearly indicated.
- After completing the form, sign and date it in the "Date & signature" box, check or indicate your full name and address in the lower right portion of the form, and return it to the Annual General Meeting department at UPTEVIA in the included "T" envelope or mail it to UPTEVIA, Service Assemblées - 90-110 Esplanade du Général de Gaulle, 92931 Paris La Défense cedex.
- If you hold bearer shares, you can download a blank form from our website athttps://www.groupeseb.com/en/finance/annual-general-meetingor request the form from your account-holding institution. In all cases, you should fill in all the requested information legibly, then send your form to your financial intermediary, who will forward it to UPTEVIA along with a share certificate. In order for your duly completed and signed voting form and, where applicable, your appointment or revocation of proxy to be considered valid, it must be sent to your account-holding institution with enough lead time for it to be received by UPTEVIA within the legal deadlines mentioned in this paragraph.
- In all cases, in order to be taken into account, remote voting forms or proxy forms must be received by UPTEVIA no later than three days before the Annual General Meeting, i.e. Friday 17 May 2024. Under no circumstances should the paper forms be sent directly to SEB S.A.
2) How to vote electronically by correspondence or by proxy:
Shareholders are encouraged to use VOTACCESS, an online voting platform. The platform gives shareholders a quick and easy way to electronically submit their voting instructions or to appoint or revoke a proxy prior to the Annual General Meeting.
Details for accessing the site and registering voting or proxy instructions are given below:
If you hold registered shares, please directly access VOTACCESS via the Planetshares website at the following address:https://planetshares. uptevia.pro.fr:
- if you hold direct registered shares: the ID number and password you already use to view your registered share account on this site also gives you access to voting;
- if you hold administered registered shares: please use the ID located in the top right of the paper voting form that will be sent to you. You may use this ID to obtain a password by email.
After you log in to the Planetshares site, simply follow the instructions on the screen to access the dedicated secure site for the Annual General Meeting (VOTACCESS).
If you hold bearer shares, please contact your account-holding institution to inquire whether it is a member of VOTACCESS and, where applicable, whether access is subject to any special terms of use.
- If your account-holding institution is a VOTACCESS member: log in to your institution's internet portal using your regular access credentials. Next, click on the icon that appears on the line next to your SEB S.A. shares and follow the instructions on the screen to access VOTACCESS and vote.
- If your account-holding institution is not a VOTACCESS member: you may exercise your vote under the procedures described in paragraphs 1) and 3).
However, in accordance with the provisions of Article R. 225-79 of the French Commercial Code, you may give notice of the appointment or revocation of a proxy by electronic means, as described below:
- the shareholder must send an email to the following email address: paris.cts.france.mandats@uptevia.com;
- the email must contain the following information: the fi rst and last names, address and banking details of the principal, as well as the first and last names and address of the appointed or revoked agent. Next, the shareholder must ask the financial intermediary that manages his or her share account to send a confirmation to the Annual General Meetings department at UPTEVIA.
Only notices of proxy appointment or revocation may be sent to the email address given above. No other requests or notices on any other topic shall be considered and/or processed.
GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024 | 5 |
How do I take part in the Annual General Meeting?
In all cases, in order to be taken into account, proxies must be received, under the terms described above, by UPTEVIA no later than the day before the Annual General Meeting, at 3:00 pm (Paris time). Notices of proxy appointment or revocation submitted in hard copy must be received no later than three calendar days before the date of the Annual General Meeting, i.e. Friday 17 May 2024.
The secure website for voting prior to the Annual General Meeting (VOTACCESS) shall open on Monday 22 April 2024 at 10:00 a.m.
The ability to vote by internet prior to the Annual General Meeting shall end the day before the meeting, i.e. Wednesday 22 May 2024 at
3:00 p.m., Paris time.
However, shareholders are advised not to wait until the date of the deadline to log in to the site, so as to allow for any delays in receiving their passwords.
3) How to vote in person on the day of the Annual General Meeting
Shareholders who wish to attend the Annual General Meeting in person may request an admission card as described below:
-
for registered shareholders: Request an admission card by shading in box "A" on the voting form, then date and sign the form and return it in the envelope provided to UPTEVIA, Service Assemblées
- 90-110 Esplanade du Général de Gaulle, 92931 Paris La Défense cedex. The admission card request must be received no later than Friday 17 May 2024. Alternatively, you may go directly to the special admission desk on the day of the Annual General Meeting, with proof of identity;
- for bearer shareholders: Ask the authorized intermediary that manages your share account to request an admission card. Alternatively, you may go directly to the special admission desk on the day of the Annual General Meeting, with proof of identity and a share certificate provided by your financial intermediary;
- or online, via the VOTACCESS website.
Those who wish to attend the Annual General Meeting in person must follow all existing health and safety guidelines and present a proof of identity.
4) How to exercise your vote as a proxy
In-person voting: Refer to paragraph B). 3).
- GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024
C) WRITTEN QUESTIONS
WRITTEN QUESTIONS
Each shareholder is entitled to submit written questions to the Board of Directors. Such written questions must be sent by registered mail with acknowledgment of receipt to the following address: SEB S.A., Service Actionnaires, 112 Chemin du Moulin Carron, 69130 Écully. Alternatively, they may be sent by email to: assemblee.generale@groupeseb.com.
In order to be considered, questions must be received by the company no later than the fourth business day prior to the date of the Annual General Meeting, i.e. Thursday 16 May 2024 at the latest.
How do I take part in the Annual General Meeting?
For holders of bearer shares, these questions must be accompanied by a certificate of shareholder registration dated no earlier than the day on which the written question is sent.
Responses to written questions may be published directly on the company's website, at the following address: www.groupeseb.com.
D) SHAREHOLDERS' RIGHT TO INFORMATION
All the documents and information required under Article R. 22-10-23 of the French Commercial Code may be examined at the company's registered office at 112 Chemin du Moulin Carron, 69130 Écully, and
on the company's website, www.groupeseb.com,from the twenty-first day prior to the Annual General Meeting, in accordance with applicable laws and regulations.
E) VOTING RESULTS
The voting results for each resolution shall be published on the company's website, www.groupeseb.com, within 15 days following the date of the Annual General Meeting.
GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024 | 7 |
How do I fill in the voting form?
You can choose from the following options:
1. You wish to attend the Annual General Meeting:
Fill in this box.
2. You wish to vote by post:
Fill in this box and follow the instructions.
You can find all documents related to the Annual General Meeting on the Group's website
www.groupeseb.com,
Finances, Shareholders' area.
Important : Avant d'exercer votre choix, veuillez prendre connaissance des instruction Quelle que soit l'option choisie, noircir comme ceci la ou les cases correspondantes, da
JE DÉSIRE ASSISTER À CETTE ASSEMBLÉE et demande une carte d'admission : dater et sign
SEB S.A. | ASSEMB |
Société anonyme | COMBIN |
au capital de 55 337 770 euros | du jeu |
Siège social : | |
Thursday, M | |
Campus SEB - 112, chemin du Moulin Carron | |
69130 ECULLY - France | 16 |
300 349 636 RCS LYON |
JE VOTE PAR CORRESPONDANCE / I VOTE BY POST | Sur les projets | |||||||||||
Cf. au verso (2) - See reverse (2) | résolutions no | |||||||||||
vote en noircis | ||||||||||||
correspondant | ||||||||||||
Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d'Administration | ||||||||||||
On the draft re | ||||||||||||
ou le Directoire ou la Gérance, à l'EXCEPTION de ceux que je signale en noircissant comme ceci | ||||||||||||
approved, I ca | ||||||||||||
l'une des cases "Non" ou "Abstention". / I vote YES all the draft resolutions approved by the Board | shading the bo | |||||||||||
of Directors, EXCEPT those indicated by a shaded box, like this | , for which I vote No or I abstain. | choice. | ||||||||||
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | A | ||
Non / No | Oui / Yes | |||||||||||
Abs. | Non / No | |||||||||||
11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | Abs. | ||
C | ||||||||||||
Non / No | Oui / Yes | |||||||||||
Abs. | Non / No | |||||||||||
Abs. | ||||||||||||
21 | 22 | 23 | 24 | 25 | 26 | 27 | 28 | 29 | 30 | E | ||
Non / No | Oui / Yes | |||||||||||
Abs. | Non / No | |||||||||||
31 | 32 | 33 | 34 | 35 | 36 | 37 | 38 | 39 | 40 | Abs. | ||
G | ||||||||||||
Non / No | Oui / Yes | |||||||||||
Abs. | Non / No | |||||||||||
41 | 42 | 43 | 44 | 45 | 46 | 47 | 48 | 49 | 50 | Abs. | ||
J | ||||||||||||
Non / No | Oui / Yes | |||||||||||
Abs. | Non / No | |||||||||||
Abs. | ||||||||||||
Si des amendements ou des résolutions nouvelles étaient présentés en assemblée , je vote NON sauf si je signale un autre choix en noircissant la case c In case amendments or new resolutions are proposed during the meeting, I vote NO unless I indicate another choice by shading the corresponding box: - Je donne pouvoir au Président de l'assemblée Générale. / I appoint the Chairman of the general meeting ………………………………………….…
- Je m'abstiens. / I abstain from voting ........................................................................................................................................................................
- Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom ..................................................................... ....
I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf................................................................................. ..............................
Pour être pris en considération, tout formulaire doit parvenir au plus tard :
To be considered, this completed form must be returned no later than:
sur 1ère convocation/ on 1st notification | sur 2ème convocation / on 2nd notification | |
à/ to : UPTEVIA | 17 mai 2024 / May 17th, 2024 |
Service Assemblées
90-110 Esplanade du Général de Gaulle
92931 Paris La Défense Cedex
« Si le formulaire est renvoyé daté et signé mais qu'aucun choix n'est coché (carte d'a 'If the form is returned dated and signed but no choice is checked (admission card / post
- GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024
4. You wish to give your proxy to a person of your choice:
How do I take part in the Annual General Meeting?
Fill in the box and give all the detailed information concerning this person
3. You wish to give your proxy to | You hold bearer shares: |
the Chairman of the Annual | You must request the relevant certifi cate |
General Meeting: | |
from your bank. | |
Fill in this box. | |
s situées au verso - Important : Before selecting please refer to instructions on reverse side
ater et signer au bas du formulaire - Whichever option is used, shade box(es) like this , date and sign at the bottom of the form
ner au bas du formulaire / I WISH TO ATTEND THE SHAREHOLDER'S MEETING and request an admission card: date and sign at the bottom of the form
BLÉE GÉNÉRALE MIXTE | |||||||||||||
CADRE RÉSERVÉ À LA SOCIÉTÉ - FOR COMPANY'S USE | ONLY | ||||||||||||
NED GENERAL MEETING | Identifiant - Account | Vote simple | |||||||||||
di 23 mai 2024 à 14h30 | |||||||||||||
May 23th, 2024 at 14h30 p.m. | Nominatif | [ Vote double | |||||||||||
Registered | |||||||||||||
Palais Brongniart, | Nombre d'actions | ||||||||||||
6 Place de la Bourse | Number of shares [ Porteur | Double vote | |||||||||||
75002 PARIS | Bearer | ||||||||||||
Nombre de voix - Number of voting rights | |||||||||||||
s de | JE DONNE POUVOIR AU PRÉSIDENT | JE DONNE POUVOIR À : Cf. au verso (4) | |||||||||||
n agréés, je | DE L'ASSEMBLÉE GÉNÉRALE | pour me représenter à l'Assemblée | |||||||||||
ssant la case | Cf. au verso (3) | I HEREBY APPOINT: See reverse (4) | |||||||||||
t à mon choix. | |||||||||||||
esolutions not | I HEREBY GIVE MY PROXY TO THE | to represent me at the above mentioned Meeting | |||||||||||
M. Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name | |||||||||||||
st my vote by | |||||||||||||
ox of my | CHAIRMAN OF THE GENERAL | ||||||||||||
MEETING | Adresse / Address | ||||||||||||
See reverse (3) |
B
ATTENTION: Pour les titres au porteur, les présentes instructions doivent être transmises à votre banque.
- CAUTION: As for bearer shares, the present instructions will be valid only if they are directly returned to your bank.
Nom, prénom, adresse de l'actionnaire (les modifications de ces informations doivent être adressées à l'établissement concerné | |||
et ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1) | |||
Surname, first name, address of the shareholder (Changes regarding this information have to be notified to relevant institution, | |||
F | no changes can be made using this proxy form). See reverse (1) | ||
H | |||
Write your name and surname | |||
K | and address, or verify them and | ||
correct them as needed if they | |||
are already shown. |
correspondante :
………......
..............
..............
..............
Date & Signature
Record the date and sign here.
dmission / vote par correspondance / pouvoir au président / pouvoir à mandataire), cela vaut automatiquement pouvoir au Président de l'assemblée Générale » tal vote / power of attorney to the President / power of attorney to a representative), this automatically applies as a proxy to the Chairman of the General Meeting'
GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024 | 9 |
Board of Directors
at 01/03/2024
EMPLOYEE | CHAIRMAN OF THE | INDEPENDENT |
DIRECTORS | BOARD OF DIRECTORS | DIRECTORS |
NORA BEY | LAURENT HENRY | THIERRY | JEAN-PIERRE | YSEULYS |
DE LA TOUR D'ARTAISE | DUPRIEU P | COSTES ● | ||
P |
BRIGITTE | 3 | 4 | BPIFRANCE | FONDS STRATÉGIQUE |
FORESTIER ● | INVESTISSEMENT | DE PARTICIPATIONS (FSP) | ||
Director representing | GUILLAUME | CATHERINE | ||
employee shareholders | MORTELIER | POURRE | ||
● ● | P ● ● |
14 MEMBERS
Permanent representative | Permanent representative |
of BPIFRANCE | of FSP on the Board of Directors |
INVESTISSEMENT | |
on the Board of Directors |
6
FAMILY
DIRECTORS
WILLIAM | JÉRÔME | THIERRY | AUDE DE VASSART | GÉNÉRACTION | VENELLE INVESTISSEMENT |
GAIRARD ● | LESCURE ● | LESCURE ● | Member of the | Member of the Founder Group | Member of the Founder Group |
Member of the | Member of the | Member of the | Founder Group, | CAROLINE | DAMARYS |
member of VENELLE | |||||
Founder Group, | Founder Group, | Founder Group, | CHEVALLEY ● | BRAIDA ● | |
member of VENELLE | member of VENELLE | member of | INVESTISSEMENT | ||
INVESTISSEMENT | INVESTISSEMENT | GÉNÉRACTION | Permanent representative | Permanent representative | |
of GÉNÉRACTION on | of VENELLE INVESTISSEMENT | ||||
the Board of Directors | on the Board of Directors |
- Member of the Audit and Compliance Committee ● Member of the Governance and Remuneration Committee ● Member of the Strategic and CSR Committee
P Committee Chairman
7 | ||||||||||
45% | 96,5 % | |||||||||
14 | 1/3 | |||||||||
members | Independent | women | meetings | attendance | ||||||
directors | in 2023 | rate |
10 GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 23 MAY 2024
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SEB SA published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 07:59:04 UTC.