2005 Annual report - Virbac

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Shares may be purchased with a view to:
❖ an investment services provider, acting independently, stimulating the liquidity of or the market for the shares by means of a
liquidity contract in accordance with the code of business ethics recognised by the French financial markets authority (Autorité
des marchés financiers);
❖ their allocation, free of charge, in accordance with the provisions of articles L.225-197-1 et seq. of the French Code de commerce.
The maximum purchase price must not exceed €70 per share.
The maximum amount of funds that may be used to repurchase the Company’s shares, after taking into account the 178,950
shares already held at 30 April 2006, is set at €17,973,760.
In the event of a capital increase by means of the capitalisation of reserves, the attribution of bonus shares, a stock split or
reverse stock split, this amount will be adjusted by a coefficient equal to the ratio between the number of shares making up the
share capital before the transaction and the number after the transaction.
This authorisation, which cancels and replaces all previous authorisations of the same nature, and, in particular, that granted by
the General meeting of 14 October 2005 (ninth resolution), is granted for a period of eighteen months as from the date of this
meeting.
All powers are invested in the Executive board, with the option of delegation, to place any orders, conclude any agreements,
carry out any formalities and make any declarations to any bodies, in particular the French financial markets authority (Autorité
des marchés financiers) and, generally, to do all that is necessary for the implementation of transactions carried out under the
terms of this authorisation.
II - Within the competence of the Extraordinary shareholders meeting
Ninth resolution
The Extraordinary shareholders meeting, ruling under the conditions of quorum and majority required for Extraordinary
shareholders meetings, having acquainted itself with the report of the Executive board and the special report of the Statutory
auditors, resolves, in accordance with articles L.225-129-1, L.225-129-6 section 2 and L.225-138-1 of the French Code de
commerce and articles L.443-1 et seq. of the French labour code (code du travail), to increase the Company’s share capital by a
maximum amount of €231,140 by the issue of shares, to be paid up in cash, reserved for employees of the Company (and of
companies connected to it within the meaning of article L.225-180 of the French Code de commerce) that are members of a
corporate savings plan.
The Extraordinary shareholders meeting decides to withdraw the preferential subscription right of shareholders in favour of the
members of the Company’s corporate savings plan.
The Extraordinary shareholders meeting delegates all powers to the Executive board, with the option of sub-delegation to the
Chairman of the Executive board in accordance with the provisions of article L.225-129-4 of the French Code de commerce, to
implement this decision within the limits and subject to the conditions laid down above, specifically to the following effect:
❖ to increase the share capital in accordance with this resolution on one or more occasions;
❖ to set the length-of-service conditions to be fulfilled by the employees who are members of the corporate savings plan in order
to qualify for new shares and, within legal limits, the timescale granted to subscribers to pay up their shares;
❖ to determine whether the applications are to be made through a collective investment fund or directly;
❖ to decide on the number and characteristics of the shares to be issued, the subscription price in accordance with the conditions
stipulated by article L.443-5 of the French labour code (code du travail), the duration of the application period, the date
from which the new shares will bear dividends and, more generally, all the terms and conditions applicable to the issue;