registration document France Telecom 2009 - Orange.com

26 REPORT
2010 shareholders’ meeting
OF THE BOARD OF DIRECTORS OF FRANCE TELECOM ON RESOLUTIONS SUBMITTED
TO THE ANNUAL SHAREHOLDERS’ MEETING - FINANCIAL YEAR 2009
Fourth to sixth resolutions
Approval of the agreements provided for under
Articles L. 225-38 et seq. of the French Commercial
Code
During fi nancial year 2009, the agreements hereinafter, within
the scope of Article L. 225-38 et seq. of the French Commercial
Code were entered into:
■ commitment by the French Government on March 6, 2009
to opt for the partial payment of the balance of the dividend
for fi nancial year 2008 in shares, provided that the Annual
Shareholders’ Meeting adopts said option (3 rd resolution of
the Annual Shareholders’ Meeting of May 26, 2009);
■ commitment by certain directors on April 30, 2009 to opt for
the partial payment of the balance of the dividend for 2008
in shares, provided again that the Annual Shareholders’
Meeting adopts said option;
The directors in question are Claudie Haigneré, Bernard
Dufau, Didier Lombard, Henri Martre, Marcel Roulet, Henri
Serres and Jean Simonin;
■ commitment in favor of Mr Stéphane Richard made by the
Board of Directors at its meeting of December 2, 2009
pursuant to Article L. 225-42-1 of the French Commercial
Code, under which the Board of Directors may decide to
grant Mr Stéphane Richard an indemnity in the event his
corporate offi ce is terminated, subject to achievement of
the performance criteria set by the Board of Directors. Said
commitment, in accordance with the current regulations, was
published on the Company’s website.
Mr Stéphane Richard waived the benefi t of said commitment
at the Board of Directors’ meeting held on March 24, 2010.
Therefore, said commitment has lapsed and is not the subject
matter of a special resolution put to your Meeting.
During said same Board of Directors’ meeting, Mr Didier
Lombard also waived the benefi t of the commitment made
in his favor in the event of early departure, as approved by
the Annual Shareholders’ Meeting of May 27, 2008 (fi fth
resolution). Thus, said commitment has also lapsed and no
longer appears on the list mentioned hereinafter.
Thus, the agreements entered earlier (already approved by
the Annual Shareholders’ Meeting of France Telecom) that
continued during the year related to:
■ the take over, by France Telecom on account of the acquisition
of its subsidiary Wanadoo S.A., of the regulated agreement
entered into by the latter and under the terms of which
Wanadoo S.A. stood as guarantor of its subsidiary Freeserve.
com, in favor of the Royal Bank of Scotland, in the scope of a
lease agreement signed for premises in Leeds;
■ the recognition of the period of activity corresponding to
Mr Didier Lombard’s corporate offi ce, when calculating his
pension, (Board of Directors of July 26, 2006) upon the reactivation
of his employment contract;
Lastly, two supplemental agreements to the agreements in
progress with Novalis were signed on January 11, 2010. The
purpose thereof is to extend the scope of the France Telecom
Group agreements with Novalis relating to health expenses, on
the one hand, and death, disability, disablement cover, on the
other hand, to the corporate offi cers. Thus, to date, Mr Didier
Lombard and Mr Stéphane Richard are concerned by said
extension.
Said supplemental agreements are within the scope of
the agreements provided for in the last paragraph of
Article L. 225- 42-1 of the French Commercial Code.
Although signed in 2010, the Board of Directors, for full
information of the shareholders, wish to present said agreements
for their approval as from the Annual Shareholders’ Meeting that
is to approve the 2009 fi nancial statements.
All said agreements were the subject of a special report by the
Statutory Auditors’ sent to the Annual Shareholders’ Meeting.
The directors respectively concerned by the above resolution
shall not take part in the vote.
Seventh resolution
Authorization to be granted to the Board of
Directors to buy or transfer France Telecom shares
The Board of Directors puts a resolution to the Annual
Shareholders’ Meeting to enable France Telecom to buy back
its own shares, to keep them or to transfer them in accordance
with the terms hereinafter:
■ the number of shares bought during the buyback program
authorized by your Annual Shareholders’ Meeting may not
exceed 10% of the Company’s capital (as existing on the date
of your Annual Shareholders’ Meeting);
■ the maximum purchase price should not exceed 40 euros per
share. It is specifi ed that said price should be adjusted in the
event of transactions in the share capital, in particular, by the
capitalization of reserves and/or stock splits or reverse stock
splits;
■ the maximum amount of funds for the buyback program
would be set at 10,594,839,096 euros;
■ said authorization would be valid for an eighteen-month
period as from your Annual Shareholders’ Meeting;
■ the shares could be acquired or transferred by all means,
including by acquisition or assignment of block shares and
by using derivatives;
■ the shares may be acquired at the times that the Board of
Directors or the individual acting on delegation from the
Board of Directors would determine.
The goals of said buyback programs are detailed in the
seventh resolution.
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM