Agreement on the conditions for Wendel seats at the Board of Directors
Pierre-André de Chalendar, Chief Executive Officer of Compagnie de Saint-Gobain, presented to the Board of Directors of Saint-Gobain at its meeting of 20th March 2008 the conclusions of the mission entrusted to him last November 22nd concerning the bases on which Wendel, the leading shareholder of Compagnie de Saint-Gobain, might enter the Board.
The Board studied the proposals put forward and the commitments undertaken by Wendel, as set out in the letter reproduced in the appendix hereto, having regard to three essential principles:
1) Support for the Strategy approved by the Board of Directors and implemented by the Executive Management
Wendel has confirmed its support for the strategy of the Group and, being represented on the Board, it is planned that Wendel be part of a Strategy Committee which will be established following the Shareholders Meeting of 5th June 2008. This Committee, which will have three members, will be chaired by an independent member of the Board and will include the Chief Executive Officer and a director representing Wendel. The Appointments Committee will be expanded to include a director representing Wendel.
2) Respecting the Independence of the Group and Equal Treatment for All Shareholders
Wendel has committed to limit its holding to 21.5% of the share capital and to limit the exercise at a shareholders meeting of the double voting rights which it will have in 2010 and 2011, so as not to surpass, solely because of such double voting rights, 34% of the votes of shareholders participating at that shareholders meeting. Wendel has also committed not to join in or favour a tender offer for Saint-Gobain which had not been recommended by the Board of Directors.
3) Stability of the Shareholder Base and a Medium Term Commitment
These provisions remain in force through to the conclusion of the Shareholders Meeting of 2009 and are automatically renewed (unless otherwise notified in advance). A conciliation procedure is provided for in case of a major disagreement. The provisions concerning limits placed on the use of double voting rights will remain in force through to the conclusion of the Shareholders Meeting of 2011. Finally, should Wendel wish to dispose of all or part of its holding, Saint-Gobain will under certain conditions have a right of “first offer”.
The Board of Directors of Saint-Gobain considered unanimously that based on the commitments taken by Wendel regarding the respect of those 3 principles, it is natural that Wendel, the leading shareholder of Compagnie de Saint-Gobain, should be able to participate at the Board level. It has therefore accepted the request to that effect from Wendel and will propose to the Shareholders Meeting of 2008 the appointment to the Board of two directors representing Wendel, and a third such director to the Shareholders Meeting of 2009; the total number of directors being increased from 15 to 16 as from the Shareholders Meeting of 5th June 2008.
The Board of Directors welcomes the upcoming entry of new members representing Wendel. With a holding of near to 20% of its share capital, Wendel will bring stability to the shareholder base of Saint-Gobain, at the same time as preserving the independence of the Group so that it may continue its development.
The Board studied the proposals put forward and the commitments undertaken by Wendel, as set out in the letter reproduced in the appendix hereto, having regard to three essential principles:
1) Support for the Strategy approved by the Board of Directors and implemented by the Executive Management
Wendel has confirmed its support for the strategy of the Group and, being represented on the Board, it is planned that Wendel be part of a Strategy Committee which will be established following the Shareholders Meeting of 5th June 2008. This Committee, which will have three members, will be chaired by an independent member of the Board and will include the Chief Executive Officer and a director representing Wendel. The Appointments Committee will be expanded to include a director representing Wendel.
2) Respecting the Independence of the Group and Equal Treatment for All Shareholders
Wendel has committed to limit its holding to 21.5% of the share capital and to limit the exercise at a shareholders meeting of the double voting rights which it will have in 2010 and 2011, so as not to surpass, solely because of such double voting rights, 34% of the votes of shareholders participating at that shareholders meeting. Wendel has also committed not to join in or favour a tender offer for Saint-Gobain which had not been recommended by the Board of Directors.
3) Stability of the Shareholder Base and a Medium Term Commitment
These provisions remain in force through to the conclusion of the Shareholders Meeting of 2009 and are automatically renewed (unless otherwise notified in advance). A conciliation procedure is provided for in case of a major disagreement. The provisions concerning limits placed on the use of double voting rights will remain in force through to the conclusion of the Shareholders Meeting of 2011. Finally, should Wendel wish to dispose of all or part of its holding, Saint-Gobain will under certain conditions have a right of “first offer”.
The Board of Directors of Saint-Gobain considered unanimously that based on the commitments taken by Wendel regarding the respect of those 3 principles, it is natural that Wendel, the leading shareholder of Compagnie de Saint-Gobain, should be able to participate at the Board level. It has therefore accepted the request to that effect from Wendel and will propose to the Shareholders Meeting of 2008 the appointment to the Board of two directors representing Wendel, and a third such director to the Shareholders Meeting of 2009; the total number of directors being increased from 15 to 16 as from the Shareholders Meeting of 5th June 2008.
The Board of Directors welcomes the upcoming entry of new members representing Wendel. With a holding of near to 20% of its share capital, Wendel will bring stability to the shareholder base of Saint-Gobain, at the same time as preserving the independence of the Group so that it may continue its development.