2005 Annual Report - Touax

egulatory limits, it being specified in particular that
the Manager may provide for the temporary prohibition
of the transfer of subscribed or acquired shares,
although such period of non-transferability must not
exceed three (3) years with effect from the exercise
of the option;
2 to decide on the conditions under which the price
and the number of shares to be subscribed or purchased
will be adjusted, in the event of financial operations
by the company;
2 to conduct all acts and formalities for the purpose
of establishing the capital increase(s) implemented
in execution of the said authorization, amending the
articles of association accordingly and, generally,
doing all that is necessary.
The options must be exercised no later than six (6)
years with effect from this day. On the expiry of this
date the options shall lapse.
The present authorization includes, in favor of the
beneficiaries of the options, an express waiver by the
shareholders of their pre-emptive right to subscribe
the shares to be issued as the options are exercised.
The increase in the share capital resulting from the
exercise of options shall be concluded by the sole
fact of the declaration of the exercise of options,
accompanied by the subscription form and the payment
of the corresponding sum, in cash or by set-off
against receivables.
The General Meeting confers upon the Managers all
the powers necessary to specify any other conditions
of the operation in order to establish successive
increases in the share capital and fulfill the resulting
formalities.
Sixteenth resolution
The General Meeting, having heard a reading of the
report of the Managers and of the special report of
the Statutory Auditors, noting that the share capital
is fully paid up, authorizes the Managers to proceed,
when they deem appropriate, with the issue of share
subscription warrants for a maximum of €1,500,000
in accordance with the provisions of article L. 228-95
of the Commercial Code.
This authorization, granted for a period of thirtyeight
(38) months, i.e. up to 27 August 2009, includes,
for the benefit of the subscribers, an express
waiver by the shareholders of their pre-emptive
right to subscribe the shares to be issued when the
subscription rights attached to the issued warrants
are exercised.
The General Meeting consequently authorizes the
Managers, in order to allow the subscribers of the
issued warrants to exercise their subscription right,
to effect one or more increases in share capital for a
maximum amount of €1,500,000.
The warrants are issued in favor of the category
comprising employees and company directors of the
Group who are not eligible for the share option plans
of TOUAX SCA. Eligible subscribers shall be assigned
in this category by the Managers.
As a consequence of the adoption of the preceding
resolutions, the General Meeting confers all powers
on the Manager for the purposes of:
2 issuing the warrants and specifying the relevant
conditions, in particular the number of warrants to
be issued, the issue price and their characteristics,
their vesting date;
2 determining the exercise conditions of the issued
warrants and in particular the number of shares to
which they will confer the right to subscribe, the vesting
date of the shares, the periods and time limits
within which the shares may be subscribed and the
issue price of the said shares;
2 confirming the exercise of the issued warrants
and the resulting increases of the share capital;
2 accordingly amending the articles of association
and conducting all formalities relating to the said
capital increases;
2 determining the necessary adjustment conditions
in order to reserve the rights of the holders of the
warrants;
2 generally doing everything that is necessary with
a view to issuing the said warrants and the exercise
of the attached subscription right
The general meeting delegates to the Managers the
responsibility for drawing up the list of beneficiaries
of the share subscription warrants in accordance
with the provisions of article L. 225-138 of the
Commercial Code.
Seventeenth resolution
The General Meeting, in accordance with the proposal
of the Management Board, authorizes the
amendment of point 11.5 of the articles of association
as set out below:
“The annual remuneration granted to each Manager
in the context of the general social security regime is
specified as follows:
2 A fixed portion equivalent to the sum of €129,354,
plus benefits in kind up to a limit of 15% of the fixed
remuneration, it being specified that the above
amount shall not include directors’ fees, remuneration
and reimbursements of expenses received by
Managers in respect of offices and functions performed
in all the subsidiaries of the company up to a
limit of €80,000 per manager;
2 A gross sum of €850 for each day of business travel
outside France, by way of an allowance for
absence from home;
These amounts may only be freely uprated by the
general partners within the limit of the accumulated
rise in the annual inflation index published by INSEE.
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