registration document France Telecom 2009 - Orange.com

26 STATUTORY
2010 shareholders’ meeting
AUDITORS’ REPORTS
Combined Shareholders’ Meeting of June 9, 2010
(Eleventh resolution)
Statutory Auditors’ report on the issuance of shares with cancellation of preferential
subscription rights, reserved for persons signing a liquidity contract with your
Company in their capacity as holders of shares or stock options of Orange S.A.
To the Shareholders,
As Statutory Auditors of your Company and pursuant to the
engagement set forth in Articles L. 225 -135 et seq. of the
French Commercial Code (Code de commerce), we hereby
report to you on the proposed issuance of ordinary shares
with cancellation of preferential subscription rights, to be
subscribed either in cash or by offsetting of debts, reserved for
persons signing a liquidity contract with your Company in their
capacity as holders of shares or stock options of Orange S.A,
a transaction which is subject to adoption by the shareholders.
The maximum nominal capital increase resulting from all
issuances carried out pursuant to this delegation is set at
€70 million , without taking into account the adjustments that
may be carried out to protect the interests of persons signing
a liquidity contract; this amount will be charged against the
maximum share capital increase pursuant to the 18 th resolution,
as adopted by Shareholders’ Meeting of May 26, 2009.
Based on its report, your Board of Directors proposes that
shareholders delegate to it for a period of 18 months from the
date of the Annual Shareholders’ Meeting, the powers needed
to carry out this transaction and proposes that you cancel your
preferential subscription rights to these shares.
It is the responsibility of the Board of Directors to prepare a
report pursuant to Articles R. 225 -113 and R. 225-114 of the
French Commercial Code. Our role is to express an opinion
on the fair presentation of the quantifi ed information extracted
from the accounts, regarding the proposed cancellation of your
preferential subscription rights, and on certain other information
concerning these transactions contained in this report.
We conducted our procedures in accordance with the
professional guidelines of the French National Institute of
Statutory Auditors (Compagnie nationale des Commissaires
aux comptes) relating to this type of engagement. Those
standards require that we plan and perform procedures to
verify the contents of the Board of Director’s report in respect of
these transactions and the terms and conditions applied when
determining the price of securities to be issued.
Subject to our future examination of the conditions of the
proposed capital increase, we have no matters to report
regarding terms and conditions to be applied to determine the
price of securities, contained in the Board of Director’s report to
be issued as described in the Board of Directors’ report.
Since the issuance price has not been fi xed, we cannot express
an opinion on the fi nal terms and conditions under which the
capital increase would be carried out, and as such, on the
proposed cancellation of your preferential subscription rights.
In accordance with Article R. 225-116 of the French Commercial
Code, we will issue an additional report when the capital
increase is carried out by your Board of Directors.
French original signed at Neuilly-sur-Seine and Paris – La Défense,
on March 25, 2010 by
The Statutory Auditors
DELOITTE & ASSOCIES
Frédéric Moulin
ERNST & YOUNG Audit
Vincent de La Bachelerie
558
2009 REGISTRATION DOCUMENT / FRANCE TELECOM