registration document France Telecom 2009 - Orange.com

2010 shareholders’ meeting
26
STATUTORY AUDITORS’ REPORTS
Combined Shareholders’ Meeting of June 9, 2010
(Twelfth resolution)
Statutory Auditors’ report on the free issuance of option-based liquidity
instruments, with cancellation of preferential subscription rights, reserved
for those holders of stock options of Orange S.A. that have signed a liquidity
contract with your Company
To the Shareholders,
As Statutory Auditors of your Company and pursuant to the
engagement set forth in the French Commercial Code (Code de
commerce), and in particular, Articles L. 225 -135 and L. 228-92,
we hereby report to you on the proposed free issuance of
option-based liquidity instruments (Instruments de Liquidité sur
Options – “ILO”), with cancellation of preferential subscription
rights, reserved for holders of stock options of Orange S.A.
who have signed a liquidity contract with your Company, a
transaction which is subject to adoption by shareholders.
The option-based liquidity instruments issued will be comprised
of warrants that may be exercised in cash and/or new shares
and/or existing shares of the Company that will be fully paid-up,
if necessary by offsetting of debts.
The maximum nominal capital increase resulting from all the
issues that can be carried out pursuant to this delegation is
set at €1.0 million , excluding the adjustments that are likely to
be carried out to protect the interests of ILO holders. Capital
increases completed pursuant to this resolution will be deducted
from the maximum ceiling as set forth in 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 the ILO.
It is the responsibility of the Board of Directors to prepare a report
pursuant to Articles R. 225 -113 , R. 225-114 and R. 225-117 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, on the proposed cancellation of your
preferential subscription rights, and certain other information
concerning these transactions, contained in this report.
We conducted our review 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
verify the contents of the Board of Directors’ report in respect
of the transactions and the terms and conditions applied when
determining the price of equity securities to be issued.
Subject to a subsequent review of the terms and conditions of
proposed issuances, we have no matters to report regarding
the terms and conditions to be applied when determining the
issuance price of equity securities to be issued, as described in
the Board of Directors’ report.
Since the issuance price of equity securities has not been fi xed,
we cannot express an opinion on the fi nal terms and conditions
under which the issuance 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 issuance is
carried out by your Board of Directors.
French original signed at Neuilly-sur-Seine and Paris – La Défense,
on March 25, 2010 by
DELOITTE & ASSOCIES
Frédéric Moulin
The Statutory Auditors
ERNST & YOUNG Audit
Vincent de La Bachelerie
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM
559