2007 - April

6.0
Combined General Shareholders’ Meeting on April 24 th , 2008
Fifth resolution - Reappointment of an incumbent
statutory auditor
As recommended by the Board of Directors, the General
Meeting reappoints MAZARS as an incumbent statutory
auditor for a six-year period ending further to the Ordinary
Annual General Meeting convened in 2014 to approve the
financial statements for the year ending December 31 st ,
2013.
Sixth resolution - Reappointment of an incumbent
statutory auditor
As recommended by the Board of Directors, the General
Meeting reappoints DELOITTE & ASSOCIÉS as an incumbent
statutory auditor for a six-year period ending further to
the Ordinary Annual General Meeting convened in 2014
to approve the financial statements for the year ending
December 31 st , 2013.
Seventh resolution - Reappointment of a deputy
statutory auditor
As recommended by the Board of Directors, the General
Meeting reappoints BEAS as a deputy statutory auditor for
a six-year period ending further to the Ordinary Annual
General Meeting convened in 2014 to approve the financial
statements for the year ending December 31 st , 2013.
Eight resolution - Appointment of a deputy statutory
auditor
As recommended by the Board of Directors, the General
Meeting appoints Mr. Michel Barbet-Massin as a deputy
statutory auditor for a six-year period ending further to
the Ordinary Annual General Meeting convened in 2014
to approve the financial statements for the year ending
December 31 st , 2013.
Ninth resolution - Share buyback program
Having taken note of the Board of Directors’ report, the
General Meeting authorizes the Board of Directors, for an
18-month period, in accordance with Articles L. 225-209
et seq of the French commercial code, to conduct one or
more transactions at the times that it deems necessary to
purchase company shares up to a maximum of 5% of the
share capital, adjusted as relevant in order to factor in any
capital increase or reduction operations that may be carried
out during the course of the program.
This authorization terminates the authorization granted to
the Board of Directors at the Ordinary General Meeting on
April 26 th , 2007.
Acquisitions may be made with a view to:
Coordinating the secondary market or liquidity of the APRIL
GROUP share through an investment service provider based
on a liquidity agreement in line with the AFEI compliance
charter approved by the AMF;
Keeping the shares purchased and issuing them again
subsequently in exchange or as payment for external
growth operations, it being understood that shares
acquired in this respect may not exceed 5% of the share
capital;
Hedging stock-option schemes and other forms of allocating
shares to the Group’s employees and/or corporate officers
as provided for under French law, notably in connection
with company profit-sharing systems, a company savings
scheme or the free allocation of shares;
Hedging any marketable securities entitling holders to the
allocation of shares in the company within the framework
of the regulations in force;
Canceling any shares acquired as relevant, in accordance
with the authorization to be given by this General
Shareholders’ Meeting in its 16 th extraordinary resolution.
Such transactions to purchase shares may be carried out by
any means, including the acquisition of blocks of securities,
and at the times deemed necessary by the Board of
Directors. The company reserves the right to use derivatives
in accordance with the regulations in force.
The maximum purchase price is set at 80 euros per share.
In the case of an operation on the share capital, notably
a stock split or consolidation or the free allocation of
shares, the aforementioned amount will be adjusted in
the same proportions (investment multiplier equal to the
ratio between the number of shares making up the capital
before the transaction and the number of shares after the
transaction).
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