2005 Annual Report - Touax

Draft resolutions
annual report 2005
Eleventh resolution
Noting that the term of office of Mr Philippe REILLE
as a member of the Supervisory Board expires on
this day, the General Meeting extends his term of
office for a period of one year, up to the end of the
General Meeting held to decide on the 2006 financial
statements.
Twelfth resolution
Noting that the term of office of Mr Alexandre
WALEWSKI as a member of the Supervisory Board
expires on this day, the General Meeting extends his
term of office for a period of one year, up to the end
of the General Meeting held to decide on the 2006
financial statements.
Thirteenth resolution
Noting that the term of office of the company SALVE-
PAR, represented by Mr Yves-Claude ABESCAT, as a
member of the Supervisory Board expires on this
day, the General Meeting extends its term of office
for a period of one year, up to the end of the General
Meeting held to decide on the 2006 financial statements.
Fourteenth resolution
Noting that the term of office of Mr Jérôme BETH-
BEZE, as a member of the Supervisory Board expires
on this day, the General Meeting extends his
term of office for a period of one year, up to the end
of the General Meeting held to decide on the 2006
financial statements.
Within the competence of the Extraordinary
General Meeting
The Extraordinary General Meeting may only pass
valid resolutions if the shareholders present or
represented hold at least one-quarter of the voting
shares on first notice and one-fifth of the said shares
on second notice. Decisions are made on a twothirds
majority vote.
Fifteenth resolution
The General Meeting, acting in accordance with the
rules as to quorum and majority applicable to
Extraordinary General Meetings, having acquainted
itself with the report of the Managers and the special
report of the Statutory Auditors:
2 authorizes the Managers to acquire, at their sole
discretion, in one or more transactions, all or part of
the shares of the company in the context of article
L. 225-209 of the Commercial Code, up to a limit of
1.25% of the total number of shares for the purpose of
allocating share purchase options as defined in articles
L.225-177 to L.225-185 of the Commercial Code;
2 authorizes the Managers, in accordance with the
provisions of articles L.225-177 ff. of the Commercial
Code, to grant alternatively, in one or more transactions,
options conferring the right to subscribe shares
of the company and/or options to purchase
existing shares of the company;
2 authorizes the Managers to delegate all powers
necessary in order to implement its decisions, in
accordance with the legal provisions in force when
the present authorization is used.
This authorization may be used within a period of
38 months from this day.
The beneficiaries of these options may be selected,
by the Managers, from among the employees and
company officers defined by the Law, of both the
company and the companies associated with it,
directly or indirectly, under the conditions specified
in article L. 225-180 of the Commercial Code.
The total number of options which may be granted
shall not convey the right to subscribe or purchase a
number of shares in excess of 1.25% of the share
capital.
The subscription or purchase price of the shares
must be set by the Managers in accordance with the
legal provisions in force:
2 In the event that subscription options are granted,
the price at which the beneficiaries may subscribe
shares must be specified by the Managers, in accordance
with the provisions of article L 225-177 paragraph
4 of the Commercial Code, on the day on
which the options are granted. This price must not
be less than eighty per cent (80%) of the average of
the prices recorded for the company’s shares in the
Second Marché during the twenty (20) stock market
trading days prior to the day on which the share
subscription options are granted;
2 In the event that share purchase options are granted,
the price at which the beneficiaries may purchase
shares must be specified by the Manager, in
accordance with the provisions of articles L. 225-177
paragraph 4 and L. 225-179 paragraph 2 of the
Commercial Code on the day on which the options
are granted. This price must not be less than:
– eighty per cent (80%) of the average of the prices
recorded for the company’s shares during the twenty
(20) stock market trading days prior to the day on
which the share subscription options are granted;
– and eighty per cent (80%) of the average purchase
price of the shares held by the company pursuant to
articles L. 225-208 and/or L. 225-209 of the
Commercial Code.
The aforementioned Extraordinary General Meeting
has delegated to the Manager all powers to implement
the said delegation, and in particular:
2 to specify the list or categories of beneficiaries;
2 to set all of the conditions under which the options
will be granted and exercised, within the legal and
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