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
Delegations granted by the
Annual Shareholders’ Meeting
Date of
the Annual
Shareholders’
Meeting that
granted the
delegation
Term
of the
delegation
and expiry
date
Total amount
of the delegation
(in euros)
Use made
of the
delegation
during the year
Financial authorizations subject to the overall limitation of 3.5 billion euros
(maximum nominal value of immediate and/or future capital increases that may be made under said delegations,
set by the eighteenth resolution of the Annual Shareholders’ Meeting of May 26, 2009) (Contd.)
Delegation of powers to the Board
of Directors to issue shares reserved
for persons who have signed a
liquidity contract in their capacity as May 26, 2009
holders of subscription or purchase
options of Orang e S.A. shares
(16 th resolution)
18 months
November 25,
2010
70,000,000
73,147
France Telecom
shares were
issued during the
year resulting in
a capital increase
of 292,588 euros
Balance
(in euros)
69,803,828
NB: including 24,104 shares to be issued from January 1, to May 26, 2009 based on the previous authorization granted by the Annual Shareholders’ Meeting of May 27, 2008.
The balance mentioned relates to the authorization in progress and takes account of 49,043 shares issued from May 27 to December 31, 2009.
The 73,147 France Telecom shares thus issued were issued following exercise of the option based liquidity instruments allocated in August 2005 based on the 32nd resolution
voted by the Annual Shareholders’ Meeting of April 22, 2005. Considering the number of option based liquidity instruments (ILO) outstanding at December 31, 2009, 16,568,321
shares with a nominal value of 4 euros could still be issued.
Delegation of powers to the Board
of Directors to issue free option
based liquidity instruments reserved
for holders of subscription or
May 26, 2009
purchase options of Orange S.A.
shares who have signed a liquidity
contract with the Company.
(17 th resolution)
Authorization granted to the Board
of Directors to set the issuance
price in accordance with the terms
and conditions set by the Annual
Shareholders’ Meeting in the event
of issuance, with cancellation of May 21, 2007
the preferential subscription right of
ordinary shares of the Company or
of securities that may be converted
to ordinary shares of FT or of one of
its subsidiaries.
(10 th resolution)
18 months
November 25,
2010
26 months
July 20, 2009
10%
of the capital
on the date of the
Annual Shareholders’
Meeting, i.e.
1,042,669,252
per
12 month period
NB: s aid resolution was not renewed by the Annual Shareholders’ Meeting of May 26, 2009 and thus ends on July 20, 2009.
Other financial authorizations
Delegation of powers to the Board
of Directors to issue, on one or
more occasions, in France or
abroad and/or on the international
market, securities that grant
entitlement to the allocation of debt
securities, such as bonds, similar
securities, fi xed or non-fi xed term
subordinated securities or any other
securities granting, in a same issue,
a same right of receivable against
France Telecom
(19 th resolution)
Delegation of powers to the
Board of Directors to increase the
Company’s capital by capitalization
of reserves, profi ts or premiums
(20 th resolution)
May 26,
2009
May 26,
2009
26 months
July 25, 2011
26 months
July 25, 2011
1,000,000 — 1,000,000
—
1,042,669,252
7 billion — 7 billion
2 billion — 2 billion
554
2009 REGISTRATION DOCUMENT / FRANCE TELECOM