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
Twelfth resolution
Issue, free of charge, of option-related liquidity
instruments reserved for holders of Orange S.A.
share subscription options having signed a liquidity
contract with the Company
In order to simplify the payment of consideration in cash or in
France Telecom shares under the implementation of liquidity
contracts described in the previous resolution and under
resolutions voted annually by your Shareholders’ Meeting since
2005, the free allocation of option-based liquidity instruments
(“ILO”), comprised of warrants exercisable in cash and/or in
new and/or existing France Telecom shares was authorized to
holders of Orange options having signed a liquidity contract. Said
ILO are securities giving access to capital within the meaning of
Article L. 228-91 of the French Commercial Code and which,
when they are exercised, grant their holders the right to receive
cash and/or existing shares and/or new shares, depending on
the consideration taken into account by France Telecom. The
delegation granted under the seventeenth resolution of the
Combined Shareholders’ Meeting of May 26, 2009 would be
terminated with immediate effect, in this framework, for the nonused
portion.
Today, you are requested to renew the delegation granted to
the Board of Directors so as to continue, where applicable,
the implementation of option-related liquidity instruments for
holders of Orange subscription options not eligible for the initial
allocation of 2005, as they had not signed a liquidity contract
at said date. It is specifi ed that the amounts to be paid or the
number of France Telecom shares to be issued on said account
shall not differ from those provided for under the liquidity
contracts existing on today’s date, subject to the method of
calculating the amount of fractional shares.
For these reasons, we request you:
■ delegate to the Board of Directors, with right of delegation
as provided for by law, for an eighteen month period as from
the date of your Shareholders’ Meeting, the powers needed
to carry out, on one or more occasions, in the proportion
and at the times that it would decide, the issue and free
allocation of option-related liquidity instruments for which,
where applicable, the Company’s shares would be paid up in
full by offsetting receivables;
■ decide to cancel preferential subscription rights to said
option-related liquidity instruments and to reserve the right
to subscribe for same to holders of Orange S.A. share
subscription options having entered into a liquidity contract
with the Company.
The maximum par value of the capital increase resulting from
all issues that may be made under this delegation would be
set at 1,000,000 euros, not factoring in adjustments that may
be made to protect the interests of the signatories of liquidity
contracts in accordance with current laws and regulations
and the applicable contractual terms. Said amount would be
charged against the maximum amount of 3.5 billion euros
set under the eighteenth resolution adopted by the Annual
Shareholders’ Meeting of May 26, 2009.
The subscription price of shares issued upon exercise of
option-related liquidity instruments would be calculated, the
list of allottees would be set and the number of option-related
liquidity instruments to be issued to each benefi ciary would be
determined in accordance with the terms of the twelfth resolution
proposed to your Shareholders’ Meeting.
We also ask you to decide that the Board of Directors has all
powers to implement this resolution.
For these reasons, we request you to approve the
twelfth resolution.
Thirteenth resolution
Allocation of subscription and/or purchase options
of the Company’s shares (twentieth resolution)
In the interest of overall consistency in relation to stock options
for the entire Group, your Annual Shareholders’ Meeting of
September 1, 2004 had authorized the Board of Directors to
grant subscription and/or purchase options to the Company’s
shares (fi fth resolution). Said authorization was renewed by
the Annual Shareholders’ Meeting of May 21, 2007 (twentieth
resolution). As said resolution soon expires, it is proposed that
you adopt a new resolution and thus authorize, in accordance
with Article L. 225-177 et seq. of the French Commercial Code,
the Board of Directors to grant, on one or more occasions,
subscription or purchase options to the Company’s shares in
accordance with the terms hereinafter, including, in accordance
with the corporate governance code of listed companies,
the performance criteria, the determining of which shall be
delegated to the Board of Directors.
The benefi ciaries must be employees or corporate offi cers
(within the meaning of Article L. 225-185 (4) of the Company or
companies or consortiums affi liated to it within the meaning of
Article L. 225-180 of the French Commercial Code. The Board
of Directors may grant options to all or some of said persons.
Said authorization would be granted for a thirty-eight month
period as from the date of your Annual Shareholders’ Meeting.
Each option would grant entitlement to the subscription or
purchase of a new or existing share, as the case may be.
The options that may be granted may not grant entitlement to
the subscription or purchase of a number of shares representing,
on the allocation date, more than 1% of the Company’s capital
on the date of your Annual Shareholders’ Meeting.
The Board of Directors shall set the exercise price of options
granted under this resolution in accordance with the following
terms and conditions:
■ the exercise price may not be less than the average of the
prices recorded over the twenty trading sessions prior to
the date on which the options are granted. No option may
be granted less than twenty trading session after a coupon
granting a right to a dividend or a capital increase has been
separated from the shares;
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM