2007 - April

6.0
Combined General Shareholders’ Meeting on April 24 th , 2008
Fourteenth resolution - Authorization for the Board of
Directors to increase the share capital by up to 10% in
return for contributions in kind
Fifteenth resolution - Authorization to carry out a
capital increase reserved for members of the company
savings scheme
6. Grants full powers to the Board of Directors to use
this authorization, take any measures and perform all
formalities required.
The General Meeting, having taken note of the Board
of Directors’ report and in accordance with Article
L. 225-147 of the French commercial code:
1. Authorizes the Board of Directors, based on the report
drawn up by the contributions auditor (commissaire aux
apports), to increase the capital with a view to paying
for any contributions in kind made to the company and
comprising capital securities or marketable securities
entitling holders to access the capital when the provisions
of Article L. 225-148 of the French commercial code do
not apply;
2. Sets the validity of the present authorization for a period
of 26 months as of the date of this Meeting;
3. Decides that the total nominal amount of ordinary shares
that may be issued under this delegation may not exceed
10% of the share capital. This cap is independent from all
of the caps provided for under the other resolutions for
this General Meeting.
4. Delegates full powers to the Board of Directors to approve
the valuation of any contributions, decide on the resulting
capital increase and acknowledge its performance, book,
as relevant, all of the costs and duties incurred by the
capital increase against the contribution premium, deduct
the sums required to take the legal reserve up to one
tenth of the new capital after each increase against the
contribution premium, amend the bylaws accordingly, and
do whatever is necessary in this respect.
The General Meeting, having taken note of the Board
of Directors’ report and the special Statutory Auditors’
report, ruling in accordance with Articles L. 225-129-6 and
L. 225-138-1 of the French commercial code and L. 443-5 of
the French labor code:
1. Authorizes the Board of Directors, if it deems it relevant,
on its decisions alone, to increase the share capital on
one or more occasions through the issue of ordinary
cash shares and, as relevant, through the free allocation
of ordinary shares or other securities entitling holders
to access the capital, reserved for the employees (and
managers) of the company (and companies linked to it as
per Article L. 225-180 of the French commercial code) who
are members of a company savings scheme;
2. Waives the preferential subscription right for such
people relative to shares that may be issued under this
authorization;
3. Sets the validity of the present authorization for a period
of 26 months as of the date of this Meeting;
4. Caps the maximum nominal amount of increases that may
be carried out under this authorization at 500,000 euros;
5. Decides that the price of shares to be issued under Section 1.
of this authorization may not be more than 20% lower (or
30% lower when the scheme’s planned lock-in period as per
Article L. 443-6 is greater than or equal to 10 years) than the
average opening price for the share during the 20 trading
sessions prior to the Board of Directors’ decision relative
to the capital increase and the issue of the corresponding
shares, and may not be any higher than this average;
Sixteenth resolution - Authorization to reduce the
capital in connection with a share buyback program
The General Meeting, having taken note of the Board of
Directors’ report and the Statutory Auditors’ report:
1. Authorizes the Board of Directors to cancel, on its decisions
alone and in one or more transactions for up to 10% of the
capital calculated on the day of the cancellation decision,
after deducting any shares cancelled over the previous 24
months, the shares that the company holds or may hold
further to buyback operations carried out in connection
with Article L. 225-209 of the French commercial code and
to reduce the share capital accordingly in line with the
legal and regulatory provisions in force;
2. Sets the validity of the present authorization for a period
of 24 months as of the date of this Meeting, i.e. through
to April 23 rd , 2010;
3. Gives full powers to the Board of Directors to carry out
the transactions required for such cancellations and
the corresponding share capital reductions, amend
the company’s bylaws accordingly and perform all the
formalities required.
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