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					         Annual Meeting of Shareholders 2009
                    Wednesday, June 03, 2009



                    PRELIMINARY DOCUMENTS


Notice of meeting

Proposed resolutions

Presentation of the resolutions

Overview of the company’s operations during 2008

Five-year financial summary

Report of the Management Board on the resolutions

Report of the Chairman of the Supervisory Board
                              SAFT GROUPE S.A.
                      A French joint-stock corporation (société anonyme) with
                          a Management Board and a Supervisory Board
                                     Share capital: €18,514,086
                  Registered office: 12 rue Sadi Carnot – 93170 Bagnolet, France
            Registered with the Bobigny Companies Registry under number 481 480 465
                             (hereinafter referred to as the “Company”)



                                  NOTICE OF MEETING

Shareholders are hereby invited to attend the Ordinary and Extraordinary Shareholders’ Meeting
of Saft Groupe S.A. to be held on June 3, 2009 at the Novotel Hotel (Porte de Bagnolet), 1
avenue de la République, 93170 Bagnolet, France, at 10:00 a.m. The agenda of the meeting is as
follows:

                                           Agenda

Ordinary Shareholders’ Meeting

   •   Report on the Company’s operations and financial results for 2008, and future outlook.

   •   Approval of the financial statements of the parent company and the Group for the year
       ended December 31, 2008.

   •   Appropriation of profit and approval of recommended dividend.

   •   Approval of regulated agreements.

   •   Authorization for the Management Board to trade in the Company’s shares under a
       liquidity agreement.

   •   Authorization for the Management Board to trade in the Company's shares other than
       under a liquidity agreement.

   •   Attendance fees to be allocated to the members of the Supervisory Board.

   Extraordinary Shareholders’ Meeting

   •   Authorization for the Management Board to grant stock options to employees and
       officers.

   •   Authorization for the Management Board to issue shares and/or securities carrying rights
       to shares of the Company, with pre-emptive subscription rights for existing shareholders.

   •   Authorization for the Management Board to issue shares and/or securities carrying rights
       to shares of the Company, without pre-emptive subscription rights for existing
       shareholders, with the possibility for the Board to grant a priority subscription right.

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                                  SAFT GROUPE S.A.
    •   Blanket ceiling on authorizations to issue shares and/or securities carrying rights to
        shares.

    •   Authorization for the Management Board to carry out employee rights issues for
        members of an employee stock ownership plan, without pre-emptive subscription rights
        for existing shareholders.

    •   Authorization for the Management Board to reduce the Company’s capital.

    •   Powers to carry out formalities.

Shareholders give full powers to the bearer of an original, extract or copy of the minutes of this Meeting
to carry out any and all formalities required by law and necessary for implementing the above resolutions.

In accordance with Article R 225-85 of the French Commercial Code, in order for a shareholder to
participate in a shareholders’ meeting their shares must be recorded in the name of the shareholder or of
the intermediary holding them on the shareholder’s behalf (as required by paragraph 7 of Article L. 228-1
of the French Commercial Code), no later than midnight (CET) on May 29, 2009, either in the share
register kept by the Company or its registrar (for registered shares), or in the shareholder’s securities
account kept by an accredited intermediary (for bearer shares).

For holders of bearer shares, share ownership is evidenced by a certificate (attestation de participation)
issued by their accredited intermediary which must be sent to:
BNP Paribas Securities Services
GCT Emetteurs- Assemblées - Immeuble Tolbiac
75450 Paris Cedex 09
France
Fax: +33 1 40 14 58 90

Shareholders who cannot attend the meeting in person but who wish to vote are requested to fill in and
return to us the proxy/postal voting form enclosed, by the date specified on the form.

In accordance with Article R 225-81 of the French Commercial Code, the following documents are enclosed
with the proxy form:

    The resolutions tabled by the Management Board.
    The report of the Management Board to the Ordinary and Extraordinary Shareholders’ Meeting, together
    with a five-year financial summary for the Company as well as the report by the Chairman of the
    Supervisory Board on the preparation and organization of the work of the Board and on internal control
    and risk management procedures.
    A request form for the documents and information governed by Article R 225-83 of the French
    Commercial Code as provided for under Article R 225-88 of said Code.

A document presenting the resolutions is also enclosed for information purposes.


                                                                        The Management Board




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                                    SAFT GROUPE S.A.
A French joint-stock corporation (société anonyme) with a Management Board and a Supervisory Board
                                       Share capital: €18,514,086
                    Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France
            Registered with the Bobigny Companies Registry under number B 481 480 465
                             (hereinafter referred to as the “Company”)




                           PROPOSED RESOLUTIONS
             ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
                                         JUNE 3, 2009



                                   I – Ordinary resolutions

First resolution (Approval of the parent company financial statements for the year
ended December 31, 2008 and appropriation of profit)

Having considered (i) the reports of the Management Board, Supervisory Board and
Statutory Auditors; (ii) the parent company financial statements for the year ended
31 December 2008; and (iii) the report of the Chairman of the Supervisory Board drawn up
in accordance with Article L.225-68 of the French Commercial Code, along with the related
report drawn up by the Statutory Auditors pursuant to Article L.225-235 of said Code, the
shareholders approve the parent company financial statements, as presented, together with
the transactions reflected or described in said financial statements and reports.

The shareholders note that profit for the period amounts to €34,445,725.99 and resolve to
appropriate this amount in full to retained earnings.

 Retained earnings carried forward from prior years      -
 Profit for the year                               €34,445,725.99
______________________________________________________

Retained earnings after appropriation
of profit for the year                               €34,445,725.99

Consequently, the shareholders give discharge to the members of the Management Board and
Supervisory Board as well as to the Statutory Auditors for the performance of their duties
during the year.

Second resolution (Approval of the consolidated financial statements for the year ended
December 31, 2008)

Having considered the reports of the Management Board, Supervisory Board and Statutory
Auditors on the consolidated financial statements for the year ended December 31, 2008, the
shareholders approve the consolidated financial statements, as presented, which show profit
for the year of €35,124,000, together with the transactions reflected or described in said
financial statements and reports.


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Consequently, the shareholders give discharge to the members of the Management Board and
Supervisory Board as well as to the Statutory Auditors for the performance of their duties
during the year.


Third resolution (Dividend payment of €0.68 per share)

Having considered (i) the report of the Management Board on the Company’s results and
operations during the year ended December 31, 2008 and on the 2008 financial statements; (ii)
the Supervisory Board’s observations on the report of the Management Board and the 2008
financial statements; and (iii) the report of the Statutory Auditors, the shareholders:

1. Note that after appropriation of profit for the year, the retained earnings account amounts to
   €34,445,725.99 and approve the payment of a dividend of €0.68 per share, to be deducted
   from retained earnings.

2. Resolve that the dividend payment will be based on the total number of shares outstanding
   at the dividend payment date, excluding treasury shares.

3. Give the Management Board full powers to set the total dividend payout based on the
   number of shares outstanding at the dividend payment date (excluding treasury shares)
   and consequently to determine the total amount to be deducted from the retained earnings
   account.

4. Set the dividend payment date as July 6, 2009.

5. Note, in accordance with the law, that dividends paid in the past three fiscal years were as
   follows:

       Financial year 2005: 0.65 € per share
       Financial year 2006: 0.68 € per share
       Financial year 2007: 0.68 € per share.


Fourth resolution (Stock dividend payment option)

In accordance with Articles L.232-18 et seq. of the French Commercial Code and Article 24 of
the Company’s bylaws, the shareholders resolve to offer shareholders the option of receiving
all or part of their dividend in newly-issued shares carrying dividend rights as from
January 1, 2009. This option will cover the entire dividend payable, i.e. €0.68 per share.
The price of the new shares issued for this purpose will represent 90% of the average of the
opening prices quoted for the Company's shares during the twenty trading days preceding the
date of this Meeting, less the amount of the dividend and rounded up to the nearest euro cent.
Shareholders wishing to receive their dividend in shares can lodge a request with the paying
agents between June 9 and June 25, 2009. Any shareholder who has not exercised their
option within this period will receive the total dividend in cash.
If the amount of the dividend to which a shareholder is entitled does not correspond to a whole
number of shares when the shareholder exercises their option to receive a stock dividend, they
may receive (i) either the whole number of shares immediately below their entitlement plus a
cash payment for the difference, or (ii) the whole number of shares immediately above their
entitlement, provided a cash payment for the difference is lodged with the shareholder’s
application to exercise the stock dividend option.

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The shareholders grant the Management Board full powers – which may be delegated – to (i)
carry out the stock dividend payment, (ii) determine the related procedures, (iii) place on record
the number of shares issued under this resolution, and (iv) amend Article 8 of the Company’s
bylaws to reflect the new capital.

Fifth resolution (Approval of agreements governed by Article L.225-86 of the French
Commercial Code)

Having considered the report of the Management Board and heard the Statutory
Auditors' special report on agreements governed by Article L.225-86 of the French
Commercial Code that were entered into or remained in force in 2008, the
shareholders note the conclusions of said special report and approve all the
agreements described therein.


Sixth resolution (Authorization for the Management Board to trade in the Company’s shares
under a liquidity agreement)

Having considered the report of the Management Board, the shareholders:

1. Authorize the Management Board to purchase, sell and/or transfer the Company’s shares
   in accordance with Articles L.225-209 et seq. of the French Commercial Code, European
   Regulation 2273/2003 dated December 22, 2003, Article L.451-3 of the French Monetary
   and Financial Code, and Articles 241-1 to 241-6 of the General Regulations of the
   Autorité des Marchés Financiers, subject to the conditions set out below.

2. Resolve that this authorization may only be used for the purpose of maintaining a
   liquid market for the Company’s shares through an independent investment services
   firm acting under a liquidity agreement that complies with a code of ethics recognized
   by the Autorité des Marchés Financiers.

3. Set the maximum authorized purchase price at €35 per share. However, if the Company
   carries out a corporate action such as a bonus share issue paid up by capitalizing reserves,
   a stock-split or a reverse stock-split, this maximum purchase price will be adjusted based
   on the ratio between the number of shares issued and outstanding before and after the
   transaction.

4. Set the maximum number of shares that may be bought back under this authorization at
   135,000, representing 0.73% of the number of shares making up the Company’s capital.
   This ceiling may be adjusted to take into account the effects of any corporate actions
   carried out after the date of this Meeting. The number of shares taken into account to
   calculate the 0.73% ceiling shall correspond to the number of shares purchased less the
   number of shares sold during the period covered by this authorization.

5. Resolve that this authorization will be valid for a period of eighteen months as from the date
   of this Meeting.

6. Give full powers to the Management Board, which may be delegated in accordance with
   the law, to place any and all stock market orders; enter into any and all agreements,
   including for recording share purchases and sales; draw up any and all documents



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     notably for information purposes; make any and all filings with the Autorité des Marchés
     Financiers or any other institution; and generally do whatever is necessary.


Seventh resolution (Authorization for the Management Board to trade in the Company’s
shares)

Having considered the report of the Management Board, the shareholders:

1.      Authorize the Management Board, in accordance with Articles L.225-209 et seq. of the
        French Commercial Code, to purchase, sell and/or transfer the Company’s shares,
        subject to the conditions set out below.

2.      Resolve that the Management Board may use this authorization for the following
        purposes:

               - To purchase shares for allocation on exercise of stock options granted in
               accordance with Articles L.225-177 et seq. of the French Commercial Code.

               - To purchase shares for allocation to employees and corporate officers by way
               of profit-sharing plans and/or employee stock ownership plans, in
               accordance with the law, including Articles L.3332-18 et seq. of the French
               Labor Code.

               - To purchase shares to be held and subsequently used in connection with
               external growth transactions (as consideration or in exchange for shares in
               another company).

               - To purchase shares for allocation on exercise of rights attached to
               securities redeemable, convertible, exchangeable or otherwise exercisable
               for shares.

               - To purchase shares for subsequent cancellation, subject to the limits set by
               law and provided that the Extraordinary Shareholders’ Meeting adopts the
               fourteenth resolution set out below.

               - To carry out any other transactions authorized by current or future laws or
               regulations issued by the Autorité des Marchés Financiers.

3.      Resolve that the shares may be purchased, sold or transferred at any time by any
        method authorized by the relevant securities regulators, including through block trades,
        the use of derivative financial instruments or other transactions carried out on a
        regulated market or over-the-counter or otherwise, as well as through option strategies.

4.      Set the maximum authorized purchase price under this program at €35 per share.
        However, if the Company carries out a corporate action such as a bonus share issue
        paid up by capitalizing reserves, a stock-split or a reverse stock-split, this maximum
        purchase price will be adjusted based on the ratio between the number of shares
        issued and outstanding before and after the transaction.

5.      Resolve that the maximum number of shares that may be bought back under this
        authorization may not represent over 10% of the Company's capital. The number of

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       shares that may be acquired for subsequent delivery as consideration or in exchange
       for shares in another company in connection with a merger, demerger or asset transfer
       may not represent over 5% of the Company’s capital and the Company may not directly
       or indirectly hold more than 10% of its share capital at any time. These ceilings may be
       adjusted to take into account the effects of any corporate actions carried out after the
       date of this Meeting.

6.     Resolve that this authorization will be valid for a maximum of eighteen months as from
       the date of this Meeting.

7.     Give full powers to the Management Board, which may be delegated in accordance
       with the law, to place any and all stock market orders; enter into any and all
       agreements, including for recording share purchases and sales; draw up any and all
       documents notably for information purposes; make any and all filings with the Autorité
       des Marchés Financiers or any other institution; and generally do whatever is
       necessary.

8.     Note that this authorization cannot be used for the purpose of trading in the Company’s
       shares under a liquidity agreement.


Eighth resolution (Attendance fees to be allocated to the members of the Supervisory Board
for 2009)

In accordance with Article L.225-83 of the French Commercial Code, the shareholders set the
maximum aggregate amount of annual attendance fees to be allocated among the members of
the Supervisory Board at €200,000 for 2009, unchanged from 2008 and 2007.



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                                 II – Extraordinary resolutions


Ninth resolution (Authorization for the Management Board to grant stock options
exercisable for newly-issued shares to employees and officers)

Having considered the report of the Management Board and the Statutory Auditors’ special
report, the shareholders:

1. Authorize the Management Board, in accordance with Articles L.225-177 to L.225-
   185 of the French Commercial Code to grant, on one or more occasions, to all or
   selected employees and members of the Management Board of the Company or of
   related entities within the meaning of Article L.225-180 of the French Commercial
   Code, options to purchase new shares of the Company, to be issued for this purpose in
   accordance with the conditions provided for by law.

2. Resolve that the number of shares that may be issued on exercise of stock options
   granted under this authorization may not exceed 300,000 and that the nominal
   amount of any capital increase(s) carried out in accordance with this authorization, plus
   the nominal amount of any shares to be issued on the exercise of currently existing
   stock options, may not exceed an aggregate of €1,850,000. This maximum amount is
   separate from and not included in the ceiling set in the twelfth resolution below.

3. Resolve that the exercise price of the options shall be set by the Management Board on the
   grant date and that it may not be lower than the average of the prices quoted for the
   Company’s shares on the Eurolist market of Euronext during the twenty trading days
   preceding the grant date.

4. Resolve that the exercise price of the options may not be amended during their exercise
   period. However, if the Company carries out any of the transactions referred to in Article L.
   225-181 of the French Commercial Code – including (i) a capital redemption or reduction,
   (ii) a change in the allocation of profits, (iii) a bonus share issue, (iv) the capitalization of
   reserves, profits, or the share premium account, (iv) a distribution of reserves, or (v) any
   issue of shares or securities carrying rights to shares with pre-emptive subscription rights
   for existing shareholders – the Company shall take all necessary measures to protect the
   interests of holders of stock options in accordance with Article L.228-99 of the French
   Commercial Code.

5. Note that this authorization automatically entails the waiver by existing shareholders of their
   pre-emptive right to subscribe for the shares to be issued on exercise of the options. Any
   capital increase(s) carried out as a result of the exercise of options granted under this
   authorization shall be completed on receipt of (i) the related option exercise notice(s); (ii)
   the appropriate share purchase forms; and (iii) the corresponding payment. The shares
   may be paid up either in cash or by offsetting receivables.

6. Resolve that the exercise period of the options may not exceed ten years from the grant
   date.

7. Grant full powers to the Management Board to use this authorization subject to the limits
   described above, and more specifically to:

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     -   Draw up the list of beneficiaries and determine the number of options to be granted
         to each beneficiary; and
     -   Set the terms and conditions of the options, including:
         -      The grant dates, to be determined in accordance with the applicable law.
         -      The option exercise dates or periods. The Management Board may bring
                forward these exercise dates or periods or amend the dates or periods
                during which the shares obtained on exercise of the options may not be sold or
                converted into bearer shares.
         -      Any clauses prohibiting the immediate re-sale of all or some of the shares
                obtained on exercise of the options. However, any such compulsory lock-up
                period may not exceed three years from the option exercise date.
         -      Any limitations, suspensions, restrictions or prohibitions relating to the exercise
                of the options or the sale or conversion into bearer shares of the shares
                obtained on exercise of the options, during certain periods or as a result of
                certain events. Such a decision may concern all or some of the options or
                shares and may involve all or some of the beneficiaries; and
         -      The date from which the new shares to be issued on exercise of the options
                will carry dividend rights, which may be set retroactively.

8. Resolve that the Management Board shall have full powers, which may be delegated in
   accordance with the law, to (i) place on record any capital increase(s) resulting from this
   authorization based on the number of shares issued on exercise of the stock options; (ii)
   amend the bylaws to reflect the new capital; (iii) at its sole discretion, charge the share
   issuance costs against the related premiums and deduct from the premium the
   amount necessary to increase the legal reserve to its required amount; and (iv) fulfill
   all the formalities required for the listing of the shares to be issued, carry out all filing
   and other formalities with any organizations and generally do whatever is necessary.

9. Note that in accordance with Article 17 of the Company’s bylaws, this authorization
   may only be used by the Management Board with the prior approval of the Supervisory
   Board.

10. Set the term of this authorization as twenty-four months from the date of this Meeting.

The Management Board shall report to shareholders at the Annual General Meeting on the
stock options granted by the Company under this authorization.

Tenth resolution (Authorization for the Management Board to issue shares and/or securities
carrying immediate or deferred rights to shares of the Company, with pre-emptive
subscription rights for existing shareholders)

Having considered the report of the Management Board and the Statutory Auditors’ special
report, in accordance with Articles L.225-19 to L.225-129-6, L.225-132, and L.228-91-to L.228-
93 of the French Commercial Code, the shareholders:

1.       Authorize the Management Board to issue, on one or more occasions, shares
         (excluding preference shares) and/or securities governed by Articles L.228-91 et seq. of
         the French Commercial Code carrying immediate or deferred rights to shares of the
         Company. The Management Board shall have full discretionary powers to determine
         the amount and timing of said issue(s), which may be carried out in France or abroad
         and may be denominated in euros, foreign currencies or any monetary unit determined
         by reference to a basket of currencies. The issue(s) may be paid up in cash or by

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     offsetting receivables or in part by capitalizing reserves, profits or the share premium
     account.

2.   Resolve that the aggregate par value of the shares issued under this authorization,
     directly and/or on conversion, exchange, redemption or exercise of other securities,
     many not exceed €9.5 million. This maximum amount shall not include the par value of
     any additional shares to be issued to protect the rights of existing holders of securities
     carrying rights to shares. It shall, however, be included in the blanket ceiling set in the
     twelfth resolution below.

3.   Resolve that the maximum aggregate nominal value of debt securities issued under this
     authorization carrying rights to shares of the Company may not exceed €250 million or
     the equivalent of this amount in the case of securities denominated in a foreign
     currency or a monetary unit determined by reference to a basket of currencies.

4.   Set the term of this authorization as twenty-six months from the date of this Meeting.

5.   Resolve that if the Management Board uses this authorization:

     a)     The shares and other securities issued in accordance with this authorization will
            be offered to existing shareholders on a pre-emptive basis, pro rata to their
            existing interest in the Company’s capital.

     b)     The Management Board may give shareholders a pre-emptive right to subscribe
            for any securities not taken up by other shareholders, in accordance with Article
            L.225-133 of the French Commercial Code.

     c)     If an issue is not taken up in full by shareholders exercising their pre-emptive
            rights the Management Board may take one or other of the following courses of
            action, in accordance with the law and in the order of its choice:

            *       Limit the amount of the capital increase to the subscriptions received,
                    provided that at least three-quarters of the issue is taken up.

            *       Freely allocate all or some of the unsubscribed shares.

            *       Offer all or some of the unsubscribed shares for subscription by the
                    public, either in France or abroad.

6.   Resolve that the Management Board shall have full powers to use this authorization,
     and specifically to:

     a)     Decide to carry out the capital increase(s).

     b)     Set the amount of the capital increase(s), as well as the issue price, which may
            or may not include a premium.

     c)     Determine (i) the timing and other terms of the issue(s) and (ii) the method by
            which the shares are to be paid up.

     d)     Determine, where appropriate, (i) the terms and conditions for exercising the
            rights attached to the shares, (ii) the date – which may be retroactive – from

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              which the new shares will carry dividend rights, and (iii) any other terms and
              conditions for carrying out the capital increase(s).

       e)     Charge the issuance costs against the related premium at its sole discretion,
              and deduct from the premium the amounts necessary to raise the legal reserve
              to the required level.

       f)     Place on record the capital increase(s) and amend the Company's bylaws to
              reflect the new capital.

       g)     Enter into any and all agreements, take all appropriate steps and carry out all
              formalities necessary for the issue, listing and service of the shares issued in
              accordance with this authorization and for the exercise of any related rights.

7.     Note that this authorization replaces the unused portion of any previous authorization
       granted for the same purpose, i.e. authorizations to issue shares with pre-emptive
       subscription rights for existing shareholders.

8.     Note that if the Management Board uses this authorization, it shall report thereon to the
       following Annual Shareholders’ Meeting in accordance with the applicable laws and
       regulations.

9.     Note that in accordance with Article 17 of the Company’s bylaws the Management
       Board may not use this authorization without the prior approval of the Supervisory
       Board.

10.    Note that this authorization may not be used while a public tender or exchange offer for
       the Company’s shares is in progress.

Eleventh resolution (Authorization for the Management Board to issue shares and/or
securities carrying immediate or deferred rights to shares of the Company, without pre-
emptive subscription rights for existing shareholders, with the possibility for the Board to
grant a priority subscription right)

Having considered the report of the Management Board and the Statutory Auditors’ special
report, in accordance with Articles L.225-129 to L.225-129-6, L.225-135, L.225-136 and L.228-
91 et seq. of the French Commercial Code, and paragraph II of Article L.411-2 of the French
Monetary and Financial Code, the shareholders:

1.     Give the Management Board full powers – which may be delegated in accordance with
       the law – to issue, on one or more occasions, ordinary shares or debt securities
       carrying immediate or deferred rights to shares of the Company, as governed by
       Articles L.228-91 et seq. of the French Commercial Code. The Management Board
       shall have full discretionary powers to determine the amount and timing of said issue(s),
       which may be carried out in France or abroad and may be denominated in euros,
       foreign currencies or any monetary unit determined by reference to a basket of
       currencies. The issue(s) may be paid up in cash or by offsetting receivables.

2.     Resolve that the capital increase(s) carried out under this authorization may form part
       of a public offering and/or a private placement with qualified investors, in accordance
       with paragraph 11 of Article L.411-2 of the French Monetary and Financial Code and
       subject to the conditions set out in Article L.225-136 of the French Commercial Code.

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3.   Resolve that:

     a)     The aggregate par value of the capital increase(s) carried out under this
            authorization, directly, and/or on conversion, exchange, redemption or exercise
            of other securities, may not exceed €3,700,000.

     b)     This ceiling shall not include the par value of any shares to be issued to protect
            the rights of existing holders of securities carrying rights to shares.

     c)     The aggregate maximum par value of the capital increase(s) to be carried out
            under this resolution shall, however, be included in the blanket ceiling set in the
            twelfth resolution below.

     d)     The maximum aggregate nominal value of debt securities issued under this
            authorization carrying rights to shares of the Company may not exceed
            €150 million or the euro equivalent of this amount at the issue date.

4.   Set the term of this authorization as twenty-six months from the date of this Meeting.

5.   Resolve to waive shareholders' pre-emptive rights to subscribe for the securities to be
     issued under this authorization. However, in accordance with paragraph 2 of Article
     L.225-135 of the French Commercial Code, the Management Board may offer
     shareholders a priority right to subscribe for all or part of any issue during a specified
     period and subject to terms and conditions to be set in accordance with the applicable
     laws and regulations. Any such priority subscription right will not be transferable and will
     apply pro rata to shareholders’ existing interests. If an issue is not taken up in full, the
     Management Board may limit the amount of the capital increase in accordance with the
     conditions provided for by law.

6.   Place on record that in accordance with paragraph 1 of Article L.225-136 of the French
     Commercial Code:

     a)     The issue price of shares and securities carrying rights to shares of the
            Company shall be set in such a way that the amount received by the Company
            at the time of the issue plus any amounts to be received on conversion,
            exchange, redemption or exercise of securities, is for each share issued, at
            least equal to the minimum issue price provided for in the applicable laws and
            regulations at the issue date.

     b)     The number of shares issued on the conversion, exchange, redemption or
            exercise of securities carrying rights to shares shall be set in such a way as to
            ensure that – taking into account the nominal value of the security concerned –
            the amount received by the Company for each share is at least equal to the
            issue price defined above.

7.   Resolve that the Management Board shall have full powers to use this authorization,
     and specifically to:

     a)     Decide to carry out a capital increase and determine the form and
            characteristics of the securities to be issued.


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      b)     Set the amount of the capital increase(s), as well as the issue price, which may
             or may not include a premium.

      c)     Determine the timing and other terms of the issue(s). In the case of debt
             securities the Management Board is authorized to determine (i) the form and
             characteristics of the securities; (ii) the interest rate (i.e. fixed, variable, indexed
             or carrying a zero coupon); (iii) the life of the securities; (iv) whether to reduce or
             increase the nominal value of the securities; and (v) all other terms and
             conditions of the issue. The Management Board may amend any of the above
             terms and conditions during the life of the securities concerned, in accordance
             with the applicable regulations.

      d)     Determined the method by which the securities are to be paid up.

      e)     Determine the terms and conditions for (i) exercising the rights attached to the
             shares, notably by setting the date – which may be retroactive – from which the
             new shares will carry dividend rights; and (ii) exercising any conversion,
             exchange or redemption rights; and determine any other terms and conditions
             for carrying out the capital increase(s).

      f)     Set the terms and conditions under which the Company may buy back or
             exchange on the open market the securities issued, with a view to holding them
             or cancelling them, in accordance with the applicable laws.

      g)     Charge the issuance costs against the related premium at its sole discretion,
             and deduct from the premium the amounts necessary to raise the legal reserve
             to the required level.

      h)     Make any necessary adjustments to take into account the impact of corporate
             actions, including in the case of a capital increase, bonus share issue, or a
             redemption of share capital. In such a case the Board shall take any requisite
             measures to protect the rights of holders of securities carrying rights to shares.

      i)     Place on record the capital increase(s) and amend the Company's bylaws to
             reflect the new capital.

      j)     Enter into any and all agreements, take all appropriate steps and carry out all
             formalities necessary for the issue, listing and service of the securities issued in
             accordance with this authorization and for the exercise of any related rights.

8.    Note that if the Management Board uses this authorization, it shall report thereon to the
      following Annual Shareholders’ Meeting, in accordance with the applicable laws and
      regulations.

9.    Note that in accordance with Article 17 of the Company’s bylaws the Management
      Board may not use this authorization without the prior approval of the Supervisory
      Board.

10.   Note that this authorization may not be used while a public tender or exchange offer for
      the Company’s shares is in progress.



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                                                                              Summary
Twelfth resolution (Blanket ceiling on authorizations to issue shares and/or securities carrying
rights to shares)

Having considered the report of the Management Board, and as a result of adopting the tenth
and eleventh resolutions above, in accordance with Article L.225-129-2 of the French
Commercial Code, the shareholders resolve to set:

       * at €9.5 million the maximum aggregate par value of the shares to be issued directly
         and/or on conversion, exchange, redemption or exercise of other securities issued
         under the authorizations given in the tenth and eleventh resolutions. This ceiling shall
         not include the par value of any additional shares to be issued pursuant to protect the
         rights of existing holders of securities carrying rights to shares, or the par value of
         shares to be issued on exercise of stock options.
       * at €250 million or the euro equivalent of said amount, the maximum nominal value of
         debt securities to be issued under the authorizations given in the tenth and eleventh
         resolutions.

Thirteenth resolution (Authorization for the Management Board to carry out employee rights
issues for members of an employee stock ownership plan on the basis described in Articles
L.3332-18 et seq. of the French Labor Code, without pre-emptive subscription rights for
existing shareholders)

Having considered the report of the Management Board and the Statutory Auditors’ special
report, in accordance with Articles L.225-129, L.225-129-1, L.225-129-6 and L.225-138-1 of
the French Commercial Code and Article L.3332-18 of the French Labor Code, the
shareholders:

1. Authorize the Management Board to issue shares, on one or more occasions, directly or
   through the intermediary of a corporate mutual fund, to employees of the Company or of
   related entities within the meaning of Article L.225-180 of the French Commercial Code
   (hereinafter referred to as “Group employees”), who are members of an employee stock
   ownership plan as provided for in Articles L.3332-2 et seq. of the French Labor Code and
   who fulfill any eligibility conditions set by the Management Board.

2. Resolve that this authorization will entail the automatic waiver by shareholders of their pre-
   emptive rights granted in accordance with Article L.225-132 of the French Commercial
   Code to subscribe for the shares to be issued to Group employees under this authorization.

3. Set the term of this authorization as twenty-six months from the date of this Meeting.

4. Set the maximum aggregate nominal amount of any capital increase(s) resulting from
   employee rights issues at €250,000.

5. Resolve that the price of the shares issued under this authorization will be set by the
   Management Board in accordance with Article L.3332-518 of the French Labor Code.

6. Grant the Management Board full powers, which may be delegated in accordance with the
   law, to use this authorization.

7. Note that this authorization supersedes any previous authorization granted for the same
   purpose.


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                                                                            Summary
8. Note that if the Management Board uses this authorization, it shall report thereon to the
   following Annual Shareholders’ Meeting in accordance with the applicable laws and
   regulations.

Fourteenth resolution (Authorization for the Management Board to reduce the Company’s
capital in accordance with Article L.225-209 of the French Commercial Code, subject to
adoption of the seventh resolution authorizing the Management Board to trade in the
Company’s shares)

Having considered the report of the Management Board and the Statutory Auditors’ special
report, and having noted the adoption of the seventh resolution as presented above, in
accordance with Article L.225-209 of the French Commercial Code, the shareholders:

1.     Grant the Management Board full powers, which may be delegated in accordance with
       the applicable laws and regulations, to (i) cancel, at its sole discretion, on one or more
       occasions, shares purchased by the Company under share buyback programs and
       reduce the share capital accordingly; (ii) determine the timing of such cancellations; and
       (iii) charge any difference between the purchase price of the cancelled shares and their
       par value against the share premium account or available reserves.

2.     Resolve that the shares cancelled during any twenty-four month period may not
       represent over 10% of the Company’s issued capital.

3.     Authorize the Management Board to place on record the capital reduction(s), amend
       the bylaws to reflect the new capital and carry out any and all necessary formalities.

4.     Note that this authorization may not be used while a public tender or exchange offer for
       the Company’s shares is in progress

5.     Note that in accordance with Article 17 of the Company’s bylaws, this
       authorization may only be used by the Management Board with the prior approval of
       the Supervisory Board.

6.     Note that this authorization is granted for a period of eighteen months from the date of
       this Meeting. It cancels and replaces the authorization granted for the same purposes
       by the Shareholders' Meeting of June 16, 2008.




                                   III – Ordinary resolution

Fifteenth resolution (Powers to carry out formalities)

The shareholders give full powers to the bearer of an original, extract or copy of the minutes of
this Meeting to carry out any and all formalities required by law and necessary for
implementing the above resolutions.

                                               *       *
                                                   *

                                                                            Back to
                                                                            Summary        13/13
                                 SAFT GROUPE S.A.
                   A French joint-stock corporation (société anonyme) with
                        a Management Board and a Supervisory Board
                                  Share capital: €18,514,086
               Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France
        Registered with the Bobigny Companies Registry under number B 481 480 465
                         (hereinafter referred to as the “Company”)




                       PRESENTATION OF THE RESOLUTIONS


First and second resolutions: Approval of the parent company and consolidated
financial statements for the year ended December 31, 2008. Appropriation of
profits for the year

The purposes of the first and second resolutions are to approve the financial statements
for the Company and the Group for the year ended December 31, 2008, and to approve
the Company’s profit for the year.

Shareholders are invited to appropriate the full amount of € 34,445,725.99 in profit for
the year 2008 to the retained earnings account.

Third resolution: Approval of a dividend payment

The purpose of the third resolution is to approve a dividend payment.

           A dividend payment of €0.68 per share is being recommended, to be
           deducted from retained earnings.

           If approved, the dividend payment date will be July 6, 2009.

Fourth resolution: Stock dividend payment option

The purpose of the fourth resolution is to offer shareholders the option of receiving all or
part of their dividend in newly-issued shares.

The price of the new shares issued for this purpose will represent 90% of the average of
the opening prices quoted for the Company’s shares during the twenty trading days
preceding the date of this Meeting, less the amount of the dividend and rounded up to
the nearest euro cent. The newly-issued shares will carry dividend rights as from
January 1, 2009.

Shareholders wishing to receive their dividend in shares will be able to exercise their
stock dividend option between June 9 and June 25, 2009. Any shareholder who has not
exercised their option within this period will receive the total dividend in cash.

The dividend payment date for both cash and stock dividends will be July 6, 2009.


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Fifth resolution: Approval of the regulated agreements referred to in the Statutory
Auditors' special report

In the fifth resolution, shareholders are invited to approve the five direct or indirect non-
routine agreements entered into between Saft S.A. and (i) its executives, or (ii)
companies that have executives in common with those of Saft S.A. These agreements –
which have been authorized by the Supervisory Board and are described in the Statutory
Auditors' special report – are subject to shareholder approval. Out of the five agreements
which are listed below, only the first was entered into in 2008; the four others were
signed in prior years.

The first of the agreements, entered into in 2008, provides for Bruno Dathis, a member
of the Management Board, to be covered by the defined contribution supplementary
retirement plan set up for the executives and managers of Saft S.A. and Saft Acquisition
SAS which forms part of an Intercompany Retirement Savings Plan ("Plan d'Epargne
Retraite Inter Entreprises"). It was authorized by the Supervisory Board on May 5, 2008.

The following four agreements were authorized in prior years but remained in force in
2008:

           Management Services Agreement dated October 1, 2005 entered into
           between Saft Groupe SA and its operating subsidiaries.

       The Company’s Supervisory Board authorized the signature of this Management
       Services Agreement at its meeting on June 29, 2005.

           Services Agreement dated October 1, 2005 entered into between
           Saft Groupe SA and Saft SA.

       The Company’s Supervisory Board authorized the signature of this Services
       Agreement at its meeting on June 29, 2005.

           Term and revolving facilities agreement entered into between Saft Groupe
           SA, certain of the Group’s subsidiaries and Mizuho Corporate Bank Ltd
           (“Mizuho”) on June 13, 2005.

       The Company’s Supervisory Board authorized the signature of this agreement at
       its meeting on June 10, 2005.

           Supplementary retirement plan for three members of the Management Board:

       This agreement provides for Elizabeth Ledger, Xavier Delacroix and John Searle
       to be covered by the defined contribution supplementary retirement plan set up
       for the executives and managers of Saft S.A. and Saft Acquisition SAS which
       forms part of an Intercompany Retirement Savings Plan ("Plan d'Epargne
       Retraite Inter Entreprises").

       The agreement was authorized by the Supervisory Board on December 18, 2007.



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                                                                                                Summary
       Details of all of the above agreements are provided in the Statutory Auditors’
       special report on regulated agreements and commitments (see page 151 of the
       Annual Report).

Sixth resolution: Authorization for the Management Board to trade in the
Company’s shares under a liquidity agreement

In the sixth resolution the Management Board is seeking an authorization to trade in the
Company’s shares through an independent investment services firm for the purpose of
maintaining a liquid market for the shares.

The maximum number of shares that may be bought back under this authorization is set
at 135,000, representing 0.73% of the number of shares making up the Company’s
capital. The maximum authorized purchase price is €35 per share.

The authorization will be valid for a maximum period of eighteen months as from the
date of this Meeting.

Seventh resolution: Authorization for the Management Board to trade in the
Company’s shares

The purpose of the seventh resolution is to authorize the Management Board to
purchase, sell and/or transfer the Company's shares. The purchased shares may be
held for the following purposes:

           For allocation on exercise of stock options granted to employees and officers
           of the Company.

           For allocation under profit-sharing plans and/or employee stock ownership
           plans.

           For allocation on exercise of rights attached to securities redeemable,
           convertible, exchangeable or otherwise exercisable for shares.

           For subsequent use in connection with external growth transactions (as
           consideration or in exchange for shares in another company).

           For subsequent cancellation, subject to the limits set by law.

The maximum number of shares that may be bought back under this authorization may
not exceed 10% of the Company's capital. The maximum authorized purchase price is
€35 per share.

This authorization will be valid for eighteen months as from the date of this Meeting.




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                                                                                           Summary
Eighth resolution: Attendance fees to be allocated to the members of the
Supervisory Board

In the eighth resolution, shareholders are invited to approve the maximum aggregate
amount of attendance fees to be allocated among the members of the Supervisory
Board for 2009. This amount, which is set at €200,000, is unchanged from 2008 and
2007.

Ninth resolution: Authorization for the Management Board to grant stock options

The purpose of the ninth resolution is to authorize the Management Board to
grant stock options exercisable for newly-issued shares to employees and officers
of the Company and/or related entities.
Shareholders are invited to authorize the grant of 300,000 new stock options to
around 100 employees and officers, with a view to motivating the employees and
officers concerned and aligning their interests with those of shareholders.

If this authorization were fully utilized, the maximum potential dilutive impact on the
Company’s capital (including options granted under previous authorizations) would be
approximately 9.5%.
None of the stock options will be granted at a discount and the life of the options may not
exceed ten years.

Tenth resolution: Authorization for the Management Board to issue shares and/or
securities carrying rights to shares of the Company, with pre-emptive subscription
rights for existing shareholders

In the tenth resolution the Management Board is seeking an authorization to increase
the Company’s capital by issuing shares and/or securities carrying rights to shares. The
aim of this resolution is to enable the Company to have access to the necessary
resources to develop its business.

The applicable ceilings are as follows:

           The aggregate par value of ordinary shares issued may not exceed €9.5
           million.

           The aggregate nominal value of debt securities issued carrying rights to
           shares of the Company may not exceed €250 million.

The authorization is being sought for a twenty-six month period from the date of this
Meeting.

If approved, this authorization may not be used while a public tender or exchange offer
for the Company’s shares is in progress.




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                                                                                              Summary
Eleventh resolution: Authorization for the Management Board to issue shares
and/or securities carrying rights to shares of the Company, without pre-emptive
subscription rights for existing shareholders, with the possibility for the Board to
grant a priority subscription right for existing shareholders

The purpose of the eleventh resolution is to authorize the Management Board to
increase the Company's capital by issuing shares and/or securities carrying rights to
shares of the Company, without pre-emptive subscription rights for existing
shareholders, in order to enable the Company to diversify its sources of financing in line
with market conditions and opportunities.

The Board will, however, be able to grant existing shareholders a priority subscription
right for a specified period.

The applicable ceilings are as follows:

           The aggregate par value of shares issued may not exceed €3.7 million.

           The aggregate nominal value of debt securities issued carrying rights to
           shares of the Company may not exceed €150 million.

The authorization is being sought for a period of twenty-six months.

If approved, this authorization may not be used while a public tender or exchange offer
for the Company’s shares is in progress.

Twelfth resolution: Blanket ceiling on financial authorizations

This resolution sets the following overall ceilings for shares and debt securities carrying
rights to shares that may be issued pursuant to the tenth and eleventh resolutions:

           €9.5 million for shares.

           €250 million for debt securities carrying rights to shares.

If approved, this authorization may not be used while a public tender or exchange offer
for the Company’s shares is in progress.

Thirteenth resolution: Authorization for the Management Board to carry out
employee rights issues for members of an employee stock ownership plan

The purpose of this resolution – which has to be proposed in accordance with the law –
is to renew the authorization previously granted to the Management Board to increase
the Company's capital by a maximum of €250,000 through issuing shares to employees
who are members of an employee stock ownership plan.

Existing shareholders would be required to waive their pre-emptive rights to subscribe
for any shares issued under this authorization.



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                                                                                              Summary
Fourteenth resolution: Authorization for the Management Board to reduce the
Company’s capital by cancelling shares

The purpose of the fourteenth resolution is to authorize the Management Board to
cancel shares purchased by the Company under share buyback programs, and reduce
the Company's capital accordingly. The shares cancelled during any twenty-four month
period may not represent over 10% of the Company's issued capital.

The authorization is being sought for a period of eighteen months.

If approved, this authorization may not be used while a public tender or exchange offer
for the Company’s shares is in progress.




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                                         *       *                                        Summary
                                             *




                                                                            Page 6/6
                                                     SAFT GROUPE S.A.
   A French joint-stock corporation (société anonyme) with a Management Board and a Supervisory Board
                                         Share capital: €18,514,086
                       Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France
                Registered with the Bobigny Companies Registry under number 481 480 465

                                          (hereinafter referred to as the “Company”)


                                          Article R225-81 of the French Commercial Code


                  OVERVIEW OF THE COMPANY’S OPERATIONS DURING 2008



Saft Groupe SA was formed on March 23, 2005 as a French joint-stock corporation with a
Management Board and a Supervisory Board and a fully-paid up share capital of €225,000.
On April 22, 2005, Saft Beta Sarl transferred to the Company the shares of Saft Finance Sarl. This
transfer was authorized by the Ordinary and Extraordinary Shareholders’ Meeting of June 29, 2005.

On June 30, 2005, Saft Groupe SA was floated on the Eurolist market of Euronext Paris (segment
B) under ISIN code FR 0010208165 through the issuance and sale of shares, based on a price of
€26 per share.
Following this IPO and a subsequent employee share issue, the Company’s capital was increased to
€18,514,086, made up of 18,514,086 fully-paid up shares with a par value of €1 each. All of the
Company’s shares are in the same class and carry one voting right each.
In April 2007, the private equity firm Doughty Hanson sold its entire stake in Saft Groupe SA,
corresponding to 36.6% of the Company’s capital and voting rights.
Saft Groupe SA is a financial holding company. It owns the entire capital of Saft Finance Sarl,
which in turn directly and indirectly owns the various subsidiaries making up the Saft Group. Saft
Groupe SA provides services to Group companies under a Management Services Agreement.
The Company generated revenues of €6,576,701 for the year ended December 31, 2008,
corresponding to the amounts invoiced during the year by the Company to the Group’s subsidiaries
under the Management Services Agreement. The Company’s total assets amounted to €220,211,714
and profit for 2008 came to €34,445,725.

Dividends of €0.65 and €0.68 per share were paid in relation to 2005, 2006 and 2007 respectively.
The recommended dividend for 2008 is €0.68 per share.


                                                                   * *
                                                                    *




Assemblée Générale Mixte Saft Groupe 03 06 2009 – DH/mtr- rev 01
                                                                                                   Back to
                                                                                                   Summary
                                                    SAFT GROUPE S.A.
   A French joint-stock corporation (société anonyme) with a Management Board and a Supervisory Board
        Share capital: €18,514,086 - Registered office: 12 rue Sadi Carnot, 93170 Bagnolet, France
                Registered with the Bobigny Companies Registry under number 481 480 465

                                                (hereinafter referred to as the “Company”)

                                          Article R225-81 of the French Commercial Code




                                       FIVE-YEAR FINANCIAL SUMMARY



                     (in euros)                            2004            2005         2006         2007          2008

Capital at year-end
a) Share capital                                             -          18,514,086    18,514,086   18,514,086   18,514, 086
b) Number of ordinary shares in issue                        -          18,514,086    18,514,086   18,514,086   18,514, 086
c) Number of convertible bonds in issue                      -               -             -            -            -

Results of operations
a) Revenues (excluding VAT)                                  -           1,543,717    6,156,200    6,359,932     6,576,701
b) Profit before tax, employee profit-sharing,               -          (6,090,768)   1,039,958    1,084,488    34,508,581
depreciation, amortization and provisions
c) Income tax expense                                        -               -             -            -         62,956
d) Profit for the period                                     -          (6,090,768)   1,039,958     1,084,488   34,445,725
e) Dividends                                                 -          12,012,048    12,566,915   12,563,036       ND

Per share data
a) Earnings per share after tax and employee                 -            (0.33)         0.06         0.06         1.86
profit-sharing but before depreciation,
amortization and provisions
b) Earnings per share                                        -            (0.33)         0.06         0.06         ND

c) Dividend per share                                        -             0.65          0.68         0.68         ND

Employees
a) Average number of employees                               -               -            -            -             -
b) Total payroll                                             -               -            -            -             -
c) Total employee benefits                                   -               -            -            -             -




                                                                                                                         Back to
Assemblée Générale Mixte Saft Groupe 03 06 2009 – DH/mtr-rev.01   1/1                                                    Summary
                               SAFT GROUPE S.A.
    A French joint-stock corporation (société anonyme) with a Management Board and a
                                      Supervisory Board
                                 Share capital: €18,514,086
              Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France
      Registered with the Bobigny Companies Registry under number B 481 480 465
                        (hereinafter referred to as the “Company”)



       REPORT OF THE MANAGEMENT BOARD ON THE RESOLUTIONS

 tabled at the June 3, 2009 Ordinary and Extraordinary Shareholders’ Meeting



To the shareholders,

In accordance with the law and the Company’s bylaws you have been called to this
Ordinary and Extraordinary Shareholders’ Meeting to vote on fourteen resolutions.
The purpose of these resolutions is described below.

As you are aware, Saft Groupe SA is the parent company of the Saft Group and
provides services to Group companies. The report set out below only concerns Saft
Groupe SA as details relating to the Group as a whole are provided in the Group
Management Report.

2008 RESULTS

The Company reported turnover of €6,576,701 in 2008 compared with €6,359,932 in
2007.

Operating earnings came to €1,458,219 versus €1,504,840 in 2007.

The Company ended the year with pre-tax underlying earnings of €34,691,155
against €796,242 one year earlier.

After tax, the Company’s profit for the year was €34,445,725.

EQUITY

The Company’s equity amounted to €219,497,931 at December 31, 2008 compared
with €197,615,242 at the previous year-end.

OWNERSHIP STRUCTURE

At December 31, 2008, the Company had 18,514,086 outstanding shares,
unchanged from December 31, 2007.

The Company’s ownership structure was as follows at the year-end:
   • Management and employees                                   3.9%
   • Free float                                                96.1%, of which:
        o Schroder Investment Management Ltd (SIM)              19.24%
        o Fortis Investment Management France                     5.16%
        o Oppenheimer Funds Inc                                  5.01%
        o Bestinver Gestion S.G.I.I.C. SA                        5.00%


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                                                                                             Summary
SHARE BUYBACK PROGRAM AND LIQUIDITY AGREEMENT

The Company used the authorizations granted by the Shareholders’ Meetings of
June 22, 2006 and June 6, 2007 to set up a liquidity agreement in order to maintain a
liquid market for the Company’s shares. At December 31, 2008, the Company held
52,323 Saft Groupe SA shares in connection with this agreement, representing
0.28% of the Company’s capital.

APPROPRIATION OF PROFIT

The Management Board is recommending that the entire €34,445,725.99 profit for
the period be appropriated to retained earnings.

RECOMMENDED DIVIDEND

Shareholders are invited to approve the payment of a dividend amounting to €0.68
per share to be deducted from the retained earnings account following appropriation
of profit for the period. The dividend payment will be based on the number of shares
outstanding at the dividend payment date (excluding treasury shares).

Dividends on any treasury shares held by the Company at the dividend payment date
in connection with the share buyback program will be allocated to the retained
earnings account.

The dividend will be payable from July 6, 2009.

Shareholders are being asked to approve the introduction of a stock dividend
payment option.

Dividends paid for the last three years were as follows:

                  2005                                        €0.65
                  2006                                        €0.68
                  2007                                        €0.68


OUTLOOK FOR 2009

The Company will continue to play the role of the Group’s holding company and
provide services to Group companies. It will receive dividends from its subsidiaries in
France and abroad.

EMPLOYEES

Saft Groupe SA had no employees at December 31, 2008.




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                                                                                            Summary
PRESENTATION OF THE RESOLUTIONS

The Management Board is asking shareholders to approve the following eight
ordinary resolutions:

First and second resolutions: Approval of the parent company and
consolidated financial statements for the year ended December 31, 2008.
Appropriation of profits for the year

The purposes of the first and second resolutions are to approve the financial
statements for the Company and the Group for the year ended December 31, 2008,
and to approve the Company’s profit for the year.

Shareholders are invited to appropriate the full amount of € 34,445,725.99 in profit for
the year 2008 to the retained earnings account.

Third resolution: Approval of a dividend payment

The purpose of the third resolution is to approve a dividend payment.

         A dividend payment of €0.68 per share is being recommended, to be
         deducted from retained earnings.

         If approved, the dividend payment date will be July 6, 2009.

Fourth resolution: Stock dividend payment option

The purpose of the fourth resolution is to offer shareholders the option of receiving all
or part of their dividend in newly-issued shares.

The price of the new shares issued        for this purpose will represent 90% of the
average of the opening prices quoted      for the Company’s shares during the twenty
trading days preceding the date of this   Meeting, less the amount of the dividend and
rounded up to the nearest euro cent.      The newly-issued shares will carry dividend
rights as from January 1, 2009.

Shareholders wishing to receive their dividend in shares will be able to exercise their
stock dividend option between June 9 and June 25, 2009. Any shareholder who has
not exercised their option within this period will receive the total dividend in cash.

The dividend payment date for both cash and stock dividends will be July 6, 2009.

Fifth resolution: Approval of the regulated agreements referred to in the
Statutory Auditors' special report

In the fifth resolution, shareholders are invited to approve the five direct or indirect
non-routine agreements entered into between Saft S.A. and (i) its executives, or (ii)
companies that have executives in common with those of Saft S.A. These
agreements – which have been authorized by the Supervisory Board and are
described in the Statutory Auditors' special report – are subject to shareholder
approval. Out of the five agreements which are listed below, only the first was
entered into in 2008; the four others were signed in prior years.

The first of the agreements, entered into in 2008, provides for Bruno Dathis, a
member of the Management Board, to be covered by the defined contribution


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                                                                                              Summary
supplementary retirement plan set up for the executives and managers of Saft S.A.
and Saft Acquisition SAS which forms part of an Intercompany Retirement Savings
Plan ("Plan d'Epargne Retraite Inter Entreprises"). It was authorized by the
Supervisory Board on May 5, 2008.

The following four agreements were authorized in prior years but remained in force in
2008:

          Management Services Agreement dated October 1, 2005 entered into
          between Saft Groupe SA and its operating subsidiaries.

       The Company’s Supervisory Board authorized the signature of this
       Management Services Agreement at its meeting on June 29, 2005.

          Services Agreement dated October 1, 2005 entered into between
          Saft Groupe SA and Saft SA.

       The Company’s Supervisory Board authorized the signature of this Services
       Agreement at its meeting on June 29, 2005.

          Term and revolving facilities agreement entered into between Saft Groupe
          SA, certain of the Group’s subsidiaries and Mizuho Corporate Bank Ltd
          (“Mizuho”) on June 13, 2005.

       The Company’s Supervisory Board authorized the signature of this agreement
       at its meeting on June 10, 2005.

          Supplementary retirement plan for three members of the Management
          Board:

       This agreement provides for Elizabeth Ledger, Xavier Delacroix and John
       Searle to be covered by the defined contribution supplementary retirement
       plan set up for the executives and managers of Saft S.A. and Saft Acquisition
       SAS which forms part of an Intercompany Retirement Savings Plan ("Plan
       d'Epargne Retraite Inter Entreprises").

       The agreement was authorized by the Supervisory Board on December 18,
       2007.

       Details of all of the above agreements are provided in the Statutory Auditors’
       special report on regulated agreements and commitments (see page 151 of
       the Annual Report).

Sixth resolution: Authorization for the Management Board to trade in the
Company’s shares under a liquidity agreement

In the sixth resolution the Management Board is seeking an authorization to trade in
the Company’s shares through an independent investment services firm for the
purpose of maintaining a liquid market for the shares.

The maximum number of shares that may be bought back under this authorization is
set at 135,000, representing 0.73% of the number of shares making up the
Company’s capital. The maximum authorized purchase price is €35 per share.




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The authorization will be valid for a maximum period of eighteen months as from the
date of this Meeting.

Seventh resolution: Authorization for the Management Board to trade in the
Company’s shares

The purpose of the seventh resolution is to authorize the Management Board to
purchase, sell and/or transfer the Company's shares. The purchased shares may be
held for the following purposes:

           For allocation on exercise of stock options granted to employees and
           officers of the Company.

           For allocation under profit-sharing plans and/or employee stock ownership
           plans.

           For allocation on exercise of rights attached to securities redeemable,
           convertible, exchangeable or otherwise exercisable for shares.

           For subsequent use in connection with external growth transactions (as
           consideration or in exchange for shares in another company).

           For subsequent cancellation, subject to the limits set by law.

The maximum number of shares that may be bought back under this authorization
may not exceed 10% of the Company's capital. The maximum authorized purchase
price is €35 per share.

This authorization will be valid for eighteen months as from the date of this Meeting.

Eighth resolution: Attendance fees to be allocated to the members of the
Supervisory Board

In the eighth resolution, shareholders are invited to approve the maximum aggregate
amount of attendance fees to be allocated among the members of the Supervisory
Board for 2009. This amount, which is set at €200,000, is unchanged from 2008 and
2007.


Shareholders are also invited to approve the following six extraordinary
resolutions:

Ninth resolution: Authorization for the Management Board to grant stock
options

The purpose of the ninth resolution is to authorize the Management Board to
grant stock options exercisable for newly-issued shares to employees and
officers of the Company and/or related entities.
Shareholders are invited to authorize the grant of 300,000 new stock options to
around 100 employees and officers, with a view to motivating the employees and
officers concerned and aligning their interests with those of shareholders.

If this authorization were fully utilized, the maximum potential dilutive impact on the
Company’s capital (including options granted under previous authorizations) would
be approximately 9.5%.


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None of the stock options will be granted at a discount and the life of the options may
not exceed ten years.

Tenth resolution: Authorization for the Management Board to issue shares
and/or securities carrying rights to shares of the Company, with pre-emptive
subscription rights for existing shareholders

In the tenth resolution the Management Board is seeking an authorization to increase
the Company’s capital by issuing shares and/or securities carrying rights to shares.
The aim of this resolution is to enable the Company to have access to the necessary
resources to develop its business.

The applicable ceilings are as follows:

           The aggregate par value of ordinary shares issued may not exceed €9.5
           million.

           The aggregate nominal value of debt securities issued carrying rights to
           shares of the Company may not exceed €250 million.

The authorization is being sought for a twenty-six month period from the date of this
Meeting.

If approved, this authorization may not be used while a public tender or exchange
offer for the Company’s shares is in progress.

Eleventh resolution: Authorization for the Management Board to issue shares
and/or securities carrying rights to shares of the Company, without pre-
emptive subscription rights for existing shareholders, with the possibility for
the Board to grant a priority subscription right for existing shareholders

The purpose of the eleventh resolution is to authorize the Management Board to
increase the Company's capital by issuing shares and/or securities carrying rights to
shares of the Company, without pre-emptive subscription rights for existing
shareholders, in order to enable the Company to diversify its sources of financing in
line with market conditions and opportunities.

The Board will, however, be able to grant existing shareholders a priority subscription
right for a specified period.

The applicable ceilings are as follows:

           The aggregate par value of shares issued may not exceed €3.7 million.

           The aggregate nominal value of debt securities issued carrying rights to
           shares of the Company may not exceed €150 million.

The authorization is being sought for a period of twenty-six months.

If approved, this authorization may not be used while a public tender or exchange
offer for the Company’s shares is in progress.




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Twelfth resolution: Blanket ceiling on financial authorizations

This resolution sets the following overall ceilings for shares and debt securities
carrying rights to shares that may be issued pursuant to the tenth and eleventh
resolutions:

           €9.5 million for shares.

           €250 million for debt securities carrying rights to shares.

If approved, this authorization may not be used while a public tender or exchange
offer for the Company’s shares is in progress.

Thirteenth resolution: Authorization for the Management Board to carry out
employee rights issues for members of an employee stock ownership plan

The purpose of this resolution – which has to be proposed in accordance with the law
– is to renew the authorization previously granted to the Management Board to
increase the Company's capital by a maximum of €250,000 through issuing shares to
employees who are members of an employee stock ownership plan.

Existing shareholders would be required to waive their pre-emptive rights to
subscribe for any shares issued under this authorization.

Fourteenth resolution: Authorization for the Management Board to reduce the
Company’s capital by cancelling shares

The purpose of the fourteenth resolution is to authorize the Management Board to
cancel shares purchased by the Company under share buyback programs, and
reduce the Company's capital accordingly. The shares cancelled during any twenty-
four month period may not represent over 10% of the Company's issued capital.

The authorization is being sought for a period of eighteen months.

If approved, this authorization may not be used while a public tender or exchange
offer for the Company’s shares is in progress.




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Report of the Chairman of the Supervisory Board

on the preparation and organisation of the work of the Board and on internal control procedures
and on the principles and rules set by the Supervisory Board to determine the remuneration and
benefits in kind of all nature granted to the Management Board.

This report has been prepared in accordance with article L 621-18-3 of the French Monetary and
Financial Code (Code Monétaire et Financier) and paragraph 7 of article L 225-68 of the French
Commercial Code (Code de Commerce).

It has been approved by the Supervisory Board members on February 13, 2009.

It provides information on:

• the preparation and organisation of the work of the Supervisory Board during the year ended
  December 31, 2008;
• the Group’s internal control procedures;
• the principles and rules set by the Supervisory Board to determine the remuneration and benefits in
  kind of all nature granted to the Management Board.

This report has been provided by the Supervisory Board on the basis of the following information:

• the internal rules of the Supervisory Board as well as the work carried out by the Board Committees
  during the year 2008;
• the function reports of the internal audit of the Group;
• the discussions held with the members of the Management Board;
• the taking into consideration of the summary of the work of the Statutory Auditors, notably that related
  to the examination of the financial and accounting internal control.

As decided at the Supervisory Board meeting held on November 4, 2008 and made public by the press
release dated December 22, 2008, the Company intends henceforth to be bound by the code of corporate
governance created by consolidation of the AFEP-MEDEF report of October 2003 and the further
recommendations issued in January 2007 and October 2008. The text of this code may be consulted on
the MEDEF’s website (www.medef.fr).

As required by paragraph 8 of section L.225-68 of the French code of commercial law, the present report
indicates which of the requirements of the AFEP-MEDEF code of corporate governance have not yet
been applied.

a) Preparation and organisation of the work of the Supervirory Board

Members of the Supervisory Board

The Supervisory Board, which is composed of four members, has not been modified in 2008. Its
composition is as follows:

• Yann Duchesne, Chairman,
• Jean-Marc Daillance, Vice-Chairman,
• Bruno Angles and Ghislain Lescuyer.

Messrs Jean-Marc Daillance, Bruno Angles and Ghislain Lescuyer are “independent”. The criteria
retained by the Company to qualify the independence of a member of the Supervisory Board are
consigned in the AFEP-MEDEF report (“The corporate governance of listed companies, October 2003”).
According to this report, a Director is independent when he has no relationship of any kind with the
Company, its group or the management of either that is such as to colour their judgment.

Role and responsibilities of the Supervisory Board


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The Supervisory Board oversees the Management Board on an ongoing basis. In this role, it may perform
the checks and controls that it deems appropriate at any time, and may request that the Management
Board provide any documents that it considers useful for carrying out its duties. The Management Board
presents the Supervisory Board with a report on the Company’s management at least once a quarter.

In addition, the by-laws and Internal Rules of the Supervisory Board stipulate that certain decisions taken
by the Management Board are subject to the prior approval of a majority vote of the Supervisory Board. In
the event of a split decision, the Chairman of the Supervisory Board has a casting vote.

Internal Rules of the Supervisory Board

The Supervisory Board is governed by a set of internal rules, based on the recommendations contained
in the Bouton report. These rules, which were approved by the Supervisory Board at its meeting on April
22, 2005 and modified on January 9, 2006, can be viewed online at www.saftbatteries.com. The main
disposals of these internal rules are given in the “Document de Référence”.

Meetings of the Supervisory Board

The Supervisory Board met seven times in 2008: on January 21, February 5, March 11, May 5, July 22,
August 25, November 4.

The attendance rate of the members of the Supervisory Board to the meetings was more than 90%.

During its meetings, the Supervisory Board reviewed inter alia the following points:

• examination of the budget and earnings forecasts,
• examination of the quarterly and half year sales figures,
• examination of the Management Board quarterly management reports,
• examination of the earnings press releases and presentations,
• examination of the half year and full year financial statements,
• examination of the resolutions presented to the Annual General Meeting,,
• examination of the Annual Report,
• presentation of the Strategic Plan,
• authorisation given to the Management Board to grant guarantees, and
• examination of the summary of SAFT internal audit in 2008 and validation of the internal audit plan for
  2009.

Board Committees

The Supervisory Board has set up two specialist committees – an Audit Committee and a Remuneration
Committee – whose roles and modus operandi are described in the Board's Internal Rules.

Audit Committee

The Audit Committee comprises three members of the Supervisory Board, all of whom are independent.
Committee members are appointed on an individual basis and may not be represented at meetings by
another person. The members of the Audit Committee are Jean-Marc Daillance, Chairman, Bruno Angles
and Yann Duchesne.

The Committee’s roles and responsibilities are to:
• analyse the annual and interim financial statements prior to their presentation to the Supervisory Board,
  as well as the various other financial documents published by the Company;
• carry out a review of the financial statements with the Management Board and the Statutory Auditors in
  order to ensure that their presentation to the shareholders and the Auditors is satisfactory;
• keep informed of the accounting rules applicable within the Group and examine any proposed
  amendments to the applicable accounting standards and/or methods;
• oversee the process of selecting the Company’s Statutory Auditors;

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• review, in conjunction with the Statutory Auditors and the Finance and Accounting Department,
  whether the Company's financial and accounting controls are appropriate and effective, and put
  forward recommendations for improving internal control procedures;
• examine any issues brought to its attention, and discuss any matters it deems fit with Saft’s Statutory
  Auditors, executives and other staff members, on a direct, independent and confidential basis, to which
  end it may access any of the Company's management records;
• participate in the analysis of any planned financial transaction that may have a significant impact on the
  Group;
• approve the Annual Internal Audit Plan, as well as the results of the internal audit assignments
  performed during the year. The Audit Committee also reads the Internal Audit Report for the year and
  monitors the action points proposed therein.

The Audit Committee met six times in 2008: on February 5, March 11, May 5, July 22, August 25 and
November 4.
The attendance rate of the members of the Audit Committee to the meetings was 100%.
During its meetings, the Audit Committee reviewed, before their submission to the Supervisory Board,
inter alia, the:
• half year and full year financial statements,
• various financial press releases of the Company,
• management Board quarterly management reports,
• statutory Auditors reports and the fees of the Statutory Auditors,
• report on the internal audit activities,
• assessment of the corporate governance within the Saft Group.

Remuneration Committee

The Remuneration Committee comprises three members of the Supervisory Board, all of whom are
independent. Committee members are appointed on an individual basis and may not be represented at
meetings by another person. The members of the Remuneration Committee are Yann Duchesne,
Chairman, Ghislain Lescuyer and Bruno Angles.

The role of the Remuneration Committee is to review the following issues and put forward
recommendations to the Supervisory Board:
• the amount of attendance fees awarded to Supervisory Board members,
• compensation paid to the Chairman and Vice-Chairman of the Supervisory Board,
• compensation paid to members of the Management Board,
• the allocation of stock options and share grants to members of the Management Board,
• the allocation of stock options and share grants to Group employees,
• guidelines relating to the Group’s compensation policy.
The Remuneration Committee met seven times in 2008. on January 21, February 13 and 29, March 11,
May 5, July 10 and November 4.

The attendance rate of the members of the Remuneration Committee to the meetings was more than
90%.

During its meetings, the Remuneration Committee reviewed, inter alia, the:
• yearly increase of the salaries of the Chairman of the Management Board and of the members of the
  Management Board, as well as those of the members of the Saft Management Committee (SMC),
• bonus award for 2007 performance for the SMC members,
• setting of the 2008 bonus objectives for the SMC members,


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• amounts and the apportioning of the sitting fees between the members of the Supervisory Board,
• grant of stock options to one member of the Directoire.

Assessment of the Supervisory Board’s operations

The Supervisory Board undertook, with the help of an independent firm, an assessment of its functioning
in January 2009. The resulting action plans will be approved by a specific meeting of the Supervisory
Board to be held during the first quarter of 2009 and their implementation will be specifically monitored.

Group compliance with the AFEP-MEDEF recommendations issued in October 2008

The Saft Group has complied with the main disposals of the 2003 AFEP-MEDEF corporate governance
Code, completed by its recommendations issued in October 2008, with the exception of the following
points:

• the coexistence of a Board mandate and contract of employment in the case of Mr John Searle, the
  President of the Management Board: no new mandate has been conferred to Mr John Searle, and no
  existing mandate has been renewed, since October 6, 2008. The situation is currently under specific
  review at the request of the Supervisory Board;
• the assessment of the Supervisory Board’s functioning: as indicated earlier, the analysis of the results
  of this assessment and the eventual follow up action plans will be debated during a specific
  Supervisory Board meeting during the first quarter of 2009;
• stock-option plans: no specific rules have been established for the frequency and/or periodicity of
  allocation of stock options.

b) Limitations set by the Supervisory Board to the Management Board

The Management Board has the broadest powers to act in all circumstances in the Company’s name for
all matters falling within the scope of the Company’s corporate purpose, except for matters conferred by
the law.

The by-laws of the Company as well as the internal rules of the Supervisory Board stipulate that certain
decisions require the prior approval of the Supervisory Board in the following matters:
• cease of properties and participations, and granting of guarantees,
• investments or divestments changing the scope of consolidation of the Group;
• investments relating to an external growth operation or any commitment over a certain amount;
• issue of bonds or shares, and for the implementation of any deferred rights in such matter.

In addition, any forecasts, management documents and related analytical reports drawn up by the
Management Board must be provided to the Supervisory Board.

c) Statutory provisions governing shareholders’ participation in the Annual General Meeting

Shareholders’ participation in general meetings is governed by sections 13, 14 and 22 of the Company’s
bylaws which can be consulted on the www.saftbatteries.com website.

d) Internal control procedures and risks management

The Company has set up internal control procedures designed to ensure that the information contained in
the Consolidated Financial statements is reliable. Saft Group comprises the parent Saft Groupe SA and
its consolidated subsidiaries detailed in note 4 to the consolidated financial statements. The Group does
not include the ASB and Johnson Controls-Saft Advanced Power Solutions joint ventures which are not
subject to consolidation.




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Definition and objectives of internal control

The Group's definition of internal control is based on that drawn up by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission, whose report was published in the United States in
1992.

Within the Group, internal control is defined as a set of processes effected by the Supervisory Board,
Management Board and other personnel, designed to ensure rigorous and effective management of the
Group, in accordance with the guidelines set by the Company’s corporate governance bodies in relation
to the Group's operations.
The aim of the Group’s internal control system is therefore to provide reasonable assurance regarding the
achievement of objectives in the following categories:

• compliance with applicable laws and regulations, as well as with the Group's defined strategies and
  internal procedures.
• protection of the Group’s assets.
• prevention and control of fraud and error, particularly in the areas of finance and accounting.
• reliability of financial and accounting information.

Limitations of the internal control

As in any control system, the process of internal control cannot lead to an absolute guarantee related to
the implementation of the objectives of the Group and the control of all the risks.

The Group’s internal control processes

The Group has based its internal control approach on the following five components set out in the COSO
report:

• control environment;
• risk assessment;
• control activities;
• information and communication;
• monitoring.

Control environment

The Group has created a strict control environment underpinned by the role of the Saft Management
Committee (“SMC”), which is responsible for setting the Group's strategic goals.

The SMC is chaired by the President of the Management Board and meets at least once a month. Based
on the files presented to it and information exchanged during meetings, the Committee marks out the
path to be followed by the Group, sets the foundations for the decisions to be taken by the corporate
governance structures, and monitors all significant projects and operations.

Continually enhancing the control environment is a key objective for the Group, as it has demonstrated by
the adoption of Internal Rules for the Supervisory Board and setting up an Audit Committee.

Risk assessment

Risk assessment is the identification and analysis of all the internal and external risks that may affect the
Group’s ability to achieve its objectives. It also forms a basis for determining the Company’s control
activities. With a view to effectively implementing this vital stage of the internal control procedure, Group
management maps out the risks and controls relating to all of its business processes.
In order to secure this essential internal control component, Group management engages in risk-
mapping, and identification of the associated controls, over all its processes and has thus:




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• ranked all its potential risk exposures based on their impact and on the assessment of the available
  controls; and
• engaged in self-assessment of the Group’s internal control system as a whole.

The risk mapping of Saft Group is carried out every two to three years. The last risk mapping was
undertaken in January 2007. It has been validated by Saft Management Committee and presented to the
Supervisory Board.

An update of the Group risk mapping is foreseen during 2009.

Control activities

Control activities involve both monitoring the operations and performance of the Group’s divisions and
ensuring the proper application of the policies and procedures issued by Group management.

In addition, the Group has put in place a rigorous and pro-active system for monitoring the performance of
each division and applying Group policies. This system is implemented as follows:

• the department in charge of management control carries out in-depth monthly reviews of subsidiaries'
  operations, based on the budget, actual results, and forecasts which are periodically updated. Each
  subsidiary performs a monthly reporting process using Magnitude software, which is carefully reviewed
  by the divisional management controllers and the SMC, and specific analyses are conducted where
  necessary,

• the President of the Management Board, Chief Financial Officer, and heads of the Group's
  manufacturing divisions meet each month to examine, inter alia, product orders, sales trends, profit
  performance and updated forecasts.

Under the supervision of the Saft Management Committee, a set of rules and procedures has been
established for each executive management team of the Group's three manufacturing divisions: IBG,
SBG and RBS

A manual of Group internal control has been developed which comprises all the key controls considered
as essential for the good working of SAFT’s processes. This manual is regularly updated.

The manual of internal control is used as support for the evaluation of the controls in the subsidiaries
which will be undertaken in 2008. The results, once finalised, will help:

• implement any reinforcement of internal control that might be required at the level of individual entities
  or business processes;
• provide the focus of specific internal audit reviews to be performed with effect from 2009.

Information and communication

This component of the internal control process entails identifying, capturing and communicating pertinent
information in a form and timeframe that enables people to carry out their responsibilities. Forming the
bedrock of effective internal control procedures, it is centered on an informational process that flows
down, across and up the organisation, from the strategies set by the Management Board through to their
implementation in each of the Group's companies.

The Group uses a range of intranet and messaging systems enabling it to effectively share information
between the Management Board, the Saft Management Committee and the subsidiaries. Through these
systems, each participant can access the qualitative and quantitative information required for performing
their duties.

Each category of information is fed through effective specifically-tailored communication channels,
enabling the following data to be relayed:

• information on budget control.
• accounting and financial information provided by the subsidiaries to Group head office.



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• operating and business-specific information exchanged between the Saft Management Committee and
  the management team of each manufacturing division.

For example, the financial control function in relation to the subsidiaries is carried out by divisional
management controllers and the heads of management control within the subsidiaries. To this end, the
SMC is provided with the following documents:

• the three-year business plan, which is updated once a year.
• the budget, drawn up on a yearly basis. Gap analyses are carried out and there is a full reforecast at
  least once a quarter.
• monthly financial reporting packages using the Magnitude software application.

Investment spending information is also reported to Group management on a monthly basis, as part of a
strict and formally documented authorisation procedure overseen by a specifically appointed officer.
Authorisations relating to investment spending over € 30,000 are countersigned by the President of the
Management Board.

Monitoring

Internal control systems need to be monitored in order to assess the quality of the systems’ performance
over time.

This is accomplished through ongoing monitoring activities, notably via internal audits.

Internal audits are performed on all of the Group's businesses and processes. Group entities which have
been subject to internal audits draw up action plans whose implementation is systematically monitored.
One of the main roles of the internal audit function is to independently check that internal control
procedures are in place and that they are effective. Professional internal audit standards are applied, as
drawn up by international professional bodies such as the Institute of Internal Auditors.

In the framework of the internal audit plan 2008, the following assignments have been implemented:

• general internal control reviews at the Poitiers, Zhuhai (China) and Bangalore (India) manufacturing
  locations as well as at the Group’s Hong-Kong, Singapore and Sydney locations. An internal control
  failing was noted at one of the audited entities, as a result of which a specific additional audit
  assignment was performed and corrective action was implemented. The failing has not had any
  material impact on the Group’s financial position;
• the institution of a self-appraisal procedure, at the level of each Group entity, addressing the quality of
  internal control for each business process identified by the Group. To date, 15 of the 17 identified
  processes have been covered. The work of the Group’s Audit Committee during 2009 will focus on
  reviewing the conclusions of this major survey.

Internal control procedures related to preparing financial and accounting information

The Group’s financial and accounting information is produced by the Finance Department, which
coordinates the accounts-closing procedures for Saft Groupe S.A. and its subsidiaries. In addition to the
general points described above, the following specific information relates to financial and accounting data
within the Group:

• a Group-wide consolidation software is used, based on a standard reporting package, in order to
  provide Group management and other stakeholders with consistent accounting and financial
  information. These data are regularly expanded in order to improve the quality of the available finacial
  information at the Group’s level;
• statutory accounting and financial information is produced in line with a defined schedule, and is based
  on formally documented procedures and control processes. Each entity compiles a "closing file" in
  order to ensure the traceability of accounts-closing operations;
• the Group Finance Department draws on the work conducted by the Finance departments of each
  subsidiary, as well as on the management and budgetary control procedures set up within the Group.
  This enables objectives to be set and accounting and financial information to be collected and analysed

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  at the different levels of the organisation. It also permits swift application of any requisite corrective
  measures;
• the Group has drawn up a “Manual of Accounting and Consolidation Principles" which is used by all
  Group companies. This manual defines the accounting measurement methods used and sets out the
  consolidation rules to be applied. It also includes a detailed analysis of International Financial
  Reporting Standards (IFRS) and their application within the Saft Group. The Manual is available on the
  Group's intranet.

e) Principles and rules set by the Supervisory Board to determine the remuneration and
   benefits in kind of all nature granted to the Management Board

Supervisory Board members

No remuneration other than the attendance fees is granted to the Supervisory Board members. For the
year 2008, a global maximum amount of 200 000 Euros of attendance fees has been approved by the
Annual General Meeting of June 16, 2008.

Following a proposal by the Remuneration Committee the Supervisory Board has, in accordance with
section L.225-83 of the French code of commercial law, determined the following individual amounts of
attendance fees for 2008:

• Mr Yann Duchesne, President : €47 738,
• Messrs Bruno Angles, Jean-Marc Daillance and Ghislain Lescuyer : €31 825 each.

Management Board members

The composition of the Management Board, which comprises five members, was the following at
December 31, 2008:

• Mr John Searle, Président
• Mrs Elizabeth Ledger,
• Mr Thomas Alcide,
• Mr Bruno Dathis,
• Mr Xavier Delacroix.

Mr Nicholas Smith has resigned on February 29, 2008 and Mr Bruno Dathis was appointed on May 5,
2008.

The remuneration of the Chairman and of the Management Board members is set up by the Supervisory
Board, based on proposals from the Remuneration Committee. The remuneration comprises a fixed part
and a variable part determined according to financial performance objectives of the Group related to
EBITDA, net income and operating cash flow. The amount of the variable part may represent up to 60%
of the fixed part, unless other circumstances arise.

Detailed information on the remuneration and other benefits granted to Management Board members is
provided in tabular form in the corporate governance section of the Group’s management report for 2008.

The Management Board members receiving attendance fees for their duties performed in respect of Saft
Group subsidiaries and/or joint ventures return these fees to the Company.

With the exception of the Chairman, the Management Board members employed in France benefit from
the profit sharing scheme of Saft SA.

During its meeting of March 11, 2008, the Supervisory Board ensured the compliance of the employment
contract between Mr John Searle and Saft Acquisition SAS with section L.225-90 of the French code of
commercial law by adding a clause stipulating that the payment of any contractual compensation for
termination will be subordinated to the respect of certain conditions of performance expressed with regard
to that of Saft Groupe SA. The applicable conditions are described in the corporate governance section of
the Group’s management report for 2008.


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The Chairman of the Management Board and three members of the Directoire (Elizabeth Ledger, Bruno
Dathis and Xavier Delacroix) benefit from the same defined additional retirement scheme for “cadres” in
the Group in France.

The members of the Management Board benefit from a disposal of a vehicle which costs of rent and use
are supported by the Company.

Grant of stock options policy

Nature of options

The stock options issued by the Group to date have been the options for the subscription of shares
approved by the Group’s shareholders at their general meetings held on June 29, 2005, June 22, 2006
and December 17, 2007.

Criteria for definition of the categories of beneficiaries

The share subscription options are allocated, following proposal by the Management Board, by decision
of the Supervisory Board. The members of Saft Management Committee (of which the members of the
Management Board of Saft Groupe SA are also members) are not entitled to receive, collectively, more
than 25% of the options granted in the framework of each plan.

Periodicity of plans

The share subscription plans are established at a frequency superior to one year. Three plans have been
instituted since the company was listed: in June 2005, in November 2006 and in January 2008.

Conditions of exercise of options

No options had been exercised by December 31, 2008 since the first plan instituted provided for exercise
at the earliest with effect from June 30, 2009. The conditions of exercise of options are as follows: any
prohibited periods of exercise are defined and communicated to all option beneficiaries. During these
periods, no beneficiary may exercise his or her options.

Management Board members are required to retain in registered form, until expiry of their functions, at
least 15% of any shares resulting from the exercise of options granted under the option plan instituted on
January 22, 2008.

AMF recommendation dated December 22, 2008 as to the information to be provided in
the disclosure document in respect of directors’ remuneration

Full information on directors’ remuneration is provided in the “Remuneration of the members of the
Management and Supervisory Boards” section of the Group’s management report for 2008.

f) Information liable to have an impact in the event of a public offering (section L.225-
   100-3 of the French code of commercial law)

With the exception of clauses relative to a change of control of the Company included in debt facilities
agreement and disclosed in note 17 to the Consolidated Financial Statements, the Company did not enter
into any major agreement that would be amended or automatically terminated in a change of control of
the Company.



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