registration document France Telecom 2009 - Orange.com

2010 shareholders’ meeting
26
STATUTORY AUDITORS’ REPORTS
Combined Shareholders’ Meeting of June 9, 2010
(Fourteenth resolution)
Statutory Auditors’ report on the capital increase, with cancellation of preferential
subscription rights, reserved for members of the France Telecom Group savings plan
To the Shareholders,
As S tatutory A uditors of your Company and pursuant to the
engagement set forth in the French Commercial Code (Code
de commerce) and particularly, Articles L. 225-135, L. 225-138
and L. 228-92, we hereby report to you on the proposed
delegation of powers to the Board of Directors to decide on the
issuance of shares or marketable securities conferring access
to the Company’s existing shares or shares to be issued,
with cancellation of your preferential subscription rights, for a
maximum amount of €500 million, reserved for employees and
former employees who are members of the France Telecom
Group corporate savings plan, including through the free
allocation of shares or marketable securities conferring access
to the Company’s existing shares existing or shares to be issued,
a transaction which is subject to adoption by the shareholders.
In accordance with Articles L. 225-129-6 of the French
Commercial Code and L. 3332-18 et seq. of the French Labour
Code (Code du travail), this issuance must be approved by the
shareholders.
Based on its report, the Board of Directors proposes that
shareholders delegate to it for a period of 26 months from
the date of the Annual Shareholders’ Meeting, the powers to
decide on this transaction, and proposes that you cancel your
preferential subscription right to these shares, and to decide, if
necessary, the fi nal terms and conditions of the issuance.
It is the responsibility of the Board of Directors to prepare a
report in accordance with 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
extracted from the accounts, on the proposed cancellation
of your preferential subscription rights, and certain other
information concerning the transaction, contained in the 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). Those
standards require that we plan and perform procedures to
verify the contents of the Board of Director’s report in respect
of this transaction and the terms and conditions applied when
determining the price of equity securities to be issued.
Subject to our future examination of the terms and conditions of
the proposed issuance, we have no matters to report regarding
the terms and conditions to be applied when determining the
price of equity securities to be issued.
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 necessary, when
these powers are exercised 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
26
2009 REGISTRATION DOCUMENT / FRANCE TELECOM
561