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Managing Partners’ special Report
on stock options
To the Shareholders,
The Extraordinary Shareholders’ Meeting of May 18, 2001
authorized the Managing Partners to set up one or several stock
option plans for the management of the Company and related
entities. The plans are governed by the provisions of Article
L 225-180 of the Commercial Code. Two share subscription
option plans were carried out in 2004, giving rise to allocation
of 309,000 options which, when exercised, would give rise to
the issue of an equal number of shares with a par value of €2.
In connection with the first plan, 179,900 options, callable from
May 17, 2008, were granted at a price of €40.00 and,
in connection with the second plan, 129,100 options, callable
from July 5, 2008, were granted at a price of €44.50.
As part of the first such plan reviewed by your Supervisory Board,
the options were granted to the following beneficiaries:
Clermont-Ferrand, March 10, 2005
Strategy • Fundamentals • Businesses • Résultats Earnings
Managing Partners’ special Report on stock options
• Corporate officers: ten thousand options granted to each
Managing Partner,
• Other managers: seven thousand options granted to the ten
managers other than corporate officers who received the largest
number of options. Grantees were Messrs. Michel Caron, Thierry
Coudurier, Hervé Coyco, Jean-Marc François, Jim Micali, Didier
Miraton, Jean Moreau, Michel Rollier, Christian Tschann and
Bernard Vasdeboncoeur, members of the Group Executive Board.
None of these options were exercised en 2004 and no options
were granted to the above-named persons in connection with
the second plan.
The term of the authorization dated May 18, 2001 has expired
on July 17, 2004. A new authorization to grant stock options to
the management of the Company and related entities was given
by the Joint Shareholders’ Meeting of May 14, 2004. The number
of stock options which could be raised by exercise has been
capped at 2,000,000, or 1.40% of the equity; this authorization
has not been used to date.
Edouard Michelin René Zingraff
108•109