sain t-gobain annu al report 2008 annual report
sain t-gobain annu al report 2008 annual report
sain t-gobain annu al report 2008 annual report
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Trading volume since September 2007<br />
(source: Luxembourg Stock Exchange)<br />
Luxembourg<br />
Stock Exchange<br />
ISIN LU0002804531<br />
Number<br />
of securities<br />
Amount<br />
(in €)<br />
High<br />
(in €)<br />
Low<br />
(in €)<br />
2007<br />
November 10,000 11,785 1,178.50 1,178.50<br />
<strong>2008</strong><br />
May 2,000 2,342 1,173.50 1,168.50<br />
June 10,000 11,568 1,163.50 1,150.00<br />
Tot<strong>al</strong> 12,000 13,910<br />
Ownership structure<br />
Capit<strong>al</strong> stock<br />
At December 31, <strong>2008</strong>, Compagnie de Saint-Gobain’s capit<strong>al</strong><br />
stock amounted to €1,530,287,940, represented<br />
by 382,571,985 common shares with a par v<strong>al</strong>ue<br />
of €4 compared with 374,216,152 shares at the previous<br />
year-end. During the year, a tot<strong>al</strong> of 8,355,833 shares were<br />
issued, including 8,272,947 shares offered to members<br />
of the Group Savings Plan and 82,886 shares issued<br />
upon exercise of the same number of stock options.<br />
No other securities issued by Compagnie de Saint-Gobain<br />
were traded on a stock market in <strong>2008</strong>.<br />
Ownership structure<br />
in %<br />
December 31, <strong>2008</strong> December 31, 2007 December 31, 2006 (1)<br />
Capit<strong>al</strong> stock Voting rights Capit<strong>al</strong> stock Voting rights Capit<strong>al</strong> stock Voting rights<br />
Wendel 21.3 20.5 17.9 17.2 0.2 0.2<br />
Employees, through corporate mutu<strong>al</strong> funds 7.8 11.9 6.3 10.3 5.9 10.1<br />
Caisse des Dépôts et Consignations 3.3 3.2 3.3 3.2 3.4 3.3<br />
PREDICA 1.6 1.6 1.7 1.6 1.8 1.7<br />
COGEMA 1.6 1.5 1.6 1.6 1.7 1.7<br />
Axa Group 0.5 0.5 0.9 1.0 1.4 1.4<br />
Treasury stock 1.2 0 1.2 0 1.8 0<br />
Others 62.7 60.8 67.1 65.1 83.8 81.6<br />
TOTAL 100 100 100 100 100 100<br />
84<br />
To the best of the company’s knowledge, there are no<br />
shareholders’ pacts and none of the main shareholders<br />
mentioned above are acting in concert.<br />
No member of the Board of Directors or senior executive<br />
of the Group person<strong>al</strong>ly holds shares representing more<br />
than 0.5% of the capit<strong>al</strong> stock.<br />
Saint-Gobain does not hold any of its own shares,<br />
except for the treasury stock mentioned above.<br />
Based on the most recent survey of identifiable holders<br />
of bearer shares, carried out at December 31, <strong>2008</strong>,<br />
the company has approximately 220,000 shareholders.<br />
Since 1987, the company’s bylaws have included a clause<br />
giving double voting rights to fully paid-up shares that have<br />
been registered in the name of the same holder for at least<br />
two years. Double voting rights are <strong>al</strong>so attached to registered<br />
shares <strong>al</strong>lotted without consideration in respect of shares<br />
carrying double rights in the case of a capit<strong>al</strong> increase paid up<br />
by capit<strong>al</strong>izing reserves, income or addition<strong>al</strong> paid-in capit<strong>al</strong>.<br />
Double voting rights are forfeited if the shares are converted<br />
to bearer form, sold or otherwise transferred. However,<br />
transfers resulting from an inheritance, or the liquidation<br />
of the marit<strong>al</strong> estate or an inter vivos gift to the surviving<br />
spouse or a relative in the line of succession do not result<br />
in the double voting rights being lost and are not taken<br />
into account in determining the two-year holding period.<br />
At December 31, <strong>2008</strong>, a tot<strong>al</strong> of 402,071,000 voting rights<br />
were attached to the 382,571,985 shares outstanding<br />
(including non-exercisable rights attached to treasury stock).<br />
The potenti<strong>al</strong> number of shares at that date, assuming<br />
exercise of the 21,213,094 outstanding stock options,<br />
was 403,785,079.<br />
In <strong>2008</strong>, the company received the following notifications<br />
under disclosure threshold rules:<br />
Notification of an increase in Wendel’s interest to above<br />
the 20% threshold on March 20, <strong>2008</strong>, leading to the issue<br />
of the following statement of intent:<br />
“Wendel declares that:<br />
• It does not intend to acquire control of the company.<br />
• It is not acting in concert with other shareholders.<br />
• It will not increase its interest to more than 21.5%, as stated<br />
in the letter sent to the company on March 18, <strong>2008</strong>.<br />
Saint-Gobain - <strong>2008</strong> Annu<strong>al</strong> Report<br />
(1)<br />
After conversion of Oceane bonds.