registration document France Telecom 2009 - Orange.com

2010 shareholders’ meeting
26
REPORT OF THE BOARD OF DIRECTORS OF FRANCE TELECOM ON RESOLUTIONS SUBMITTED
TO THE ANNUAL SHAREHOLDERS’ MEETING - FINANCIAL YEAR 2009
■ the exercise price, for share purchase options, may not be
less than the average purchase price of shares held by the
Company under Article L. 225-208 of the French Commercial
Code or, where applicable, the share buyback program
authorized under the seventh resolution put to your Annual
Shareholders’ Meeting under Article L. 225-209 of the
French Commercial Code or any previously or subsequently
applicable share buyback programs.
The options granted must be exercised within a 10-year period
as from the date of their allocation by the Board of Directors.
Thus, you are requested to grant all powers to the Board of
Directors to implement said authorization, in particular, to set
the dates on which the options shall be granted, determine
the list of option benefi ciaries, the number of options allocated
to each of them, the terms and conditions of allocation and
exercise of options and to set the terms of exercise of options.
The Board of Directors may be assisted by a committee
comprised of members of its choosing.
Lastly, it is provided that the Board of Directors shall inform
the Annual Shareholders’ Meeting each year on transactions
carried out under the thirteenth resolution.
Fourteenth resolution
Delegation of powers to the Board of Directors
to make capital increases reserved for members
of the France Telecom Group’s savings plan
The purpose of this resolution is to allow the capital to be
increased in favor of members of the France Telecom Group
company savings plan by issuing shares to be subscribed for
in cash within the limit of a maximum par value of a capital
increase (excluding capitalization of reserves, profi ts or
premiums) of 500 million euros, independently of the overall
maximum amount of 3.5 billion euros set by the eighteenth
resolution of the Annual Shareholders’ Meeting of May 26,
2009, and, where applicable, by the free allocation of shares
or other securities giving access to capital, held in portfolio or
newly issued and, in said second case, within the limit of a par
value of a capital increase by capitalization of reserves, profi ts or
premiums of 500 million euros, independently of the maximum
amount of the twentieth resolution of the Annual Shareholders’
Meeting of May 26, 2009. Said delegation would be granted for
a 26-month period.
At December 31, 2009, the Company’s employees represented
3.81% of the capital via the group savings plan.
In accordance with the recommendations of the Autorité des
marchés fi nanciers (AMF), it is specifi ed that said delegation
for the same purpose adopted by the Annual Shareholders’
Meeting of May 26, 2009 was not used.
The table below summarizes the maximum amounts of all fi nancial authorizations above as well as those voted during the Annual
Shareholders’ Meeting of May 26, 2009, which are still applicable:
Maximum
amounts
in euros
Maximum
nominal
amount of
the capital
increase
Overall
maximum
amount
18 th resolution
Overall
nominal
amount
of all debt
securities
that may
be issued
Delegations granted to the Board of Directors voted by the Annual Shareholders’ Meeting of May 26, 2009
Issuance of shares and securities (1)
Without
cancellation
of the
preferential
subscription
right 11 th
resolution
With cancellation of the
preferential subscription right
12 th and
th (2)
14
resolution
2 billion 1.5 billion
15 th
resolution (2)
1,045,996,494
(10% of the capital)
3.5 billion
Issuance of
shares under
a liquidity
contract
See table
hereinafter
option based
liquidity
instruments
(ILO)
S ee table
hereinafter
Issuance of
securities
that grant
entitlement to
the allocation
of debt
securities
19 th resolution
10 billion 7 billion
Capital
increase
by the
capitalization
of reserves,
profits or
premiums
20 th resolution
2 billion
Free
allocation of
shares
21 st
resolution
104,599,649
(1% of the
capital)
Capital
increase
reserved for
members of
the group
savings
scheme
See table
hereinafter
(1) The thirteenth resolution provides for the possibility of increasing the number of securities to be issued in the event of a capital increase, with or without cancellation of the
Preferential Subscription Right (eleventh and twelfth resolutions), within the limit of 15% at most.
(2) In the event of use, the total nominal amount of the capital increase would be charged against the maximum amount of 1.5 billion of the twelfth resolution.
26
2009 REGISTRATION DOCUMENT / FRANCE TELECOM
551