2007 - April

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6.0 Combined General Shareholders’ Meeting on <strong>April</strong> 24 th , 2008 Eighteenth resolution - Authorization for the Board of Directors to freely allocate shares to members of staff The General Meeting, having taken note of the Board of Directors’ report and the special Statutory Auditors’ report, authorizes the Board of Directors to allocate ordinary company shares, existing or to be issued, on one or more occasions, in accordance with Articles L. 225-197-1 and L. 225-197-2 of the French commercial code, to: Salaried members of staff from the company or companies that are linked directly or indirectly to it as per Article L 225-197-2 of the French commercial code; And/or corporate officers fulfilling the conditions set out under Article L. 225-197-1 of the French commercial code. The total number of shares freely allocated in this way may not exceed 5% of the share capital on the date of the Board of Directors’ decision for their allocation. Shares will be definitively awarded to beneficiaries at the end of a vesting period: Of at least two years for beneficiaries who are French tax residents on the allocation date. Such beneficiaries will also be required to retain the shares awarded to them for a minimum period of two years. The Board is entitled to increase the length of both of these periods; Of at least four years for beneficiaries who are non-French tax residents on the allocation date, for which the cause of taxation coincides with the end of the vesting period, with the Board of Directors able to increase the length of this period. However, such beneficiaries are not subject to the abovementioned holding requirement, unless indicated otherwise by any tax provisions. On an exceptional basis, the allocation will become definitive before the end of the vesting period in the event of the beneficiary’s disability in accordance with the second or third categories set out in Article L. 341-4 of the French social security code. Full powers are granted to the Board of Directors to: Set the conditions and, as relevant, the criteria for awarding shares; determine the identity of beneficiaries and the number of shares awarded to each one of them; determine the impacts on beneficiaries’ rights of operations modifying the capital or likely to influence the value of shares awarded and carried out during the vesting and holding periods, and, as a result and if necessary, modify or adjust the number of shares awarded to safeguard the rights of beneficiaries; As relevant: - Acknowledge the existence of sufficient reserves and, at the time of each allocation, transfer the sums to a blocked reserve account as required for freeing up the new shares to be awarded, -When necessary, decide on the capital increase(s) through the incorporation of reserves, premiums or profits, in conjunction with the issue of new shares awarded freely, with the amount of such capital increases booked against the total amount authorized under the 11th resolution, -Acquire the shares required in connection with the share buyback program and allocate them to the allocation scheme, - Take all useful measures to ensure compliance with the holding requirement for beneficiaries, -And, generally do whatever is necessary in connection with the implementation of this authorization in accordance with the legislation in force. Under this authorization, shareholders expressly waive their preferential subscription right to any new shares issued through the incorporation of reserves, premiums and profits. It is given for a period of 38 months as of the date of this Meeting. Nineteenth resolution - Formalities The General Meeting grants full powers to the bearer of a copy of or extract from the minutes for the present meeting to perform all the filings and formalities required under French law. 177 Return to the contents section
7.0 Index 7.0 of headings of headings Index For the convenience of readers of this reference document, the following index has been provided to facilitate the identification of the main disclosures required by Commission Regulation (EC) 809/2004 of <strong>April</strong> 29 th , 2004, implementing the European Parliament and Council Directive 2003/71/EC. INFORMATIONS REFERENCE DOCUMENT § Pages 1. Persons responsible Person responsible for the information 1.4 5 Corresponding statement 1.2 4 2. Statutory auditors 1.3 5 3. Selected financial information 4 32 Key consolidated figures 3.1.3 18 4. Risk factors 3.6 25 to 31 5. Information on the issuer Company history and development 3.1.1 15 to 16 Investments 3.4.1 22 to 25 6. Overview of activities Main activities and main market 3.1.2 17 to 18 7. Structure 3.4 21 8. Real estate, plant and equipment Major existing or planned tangible fixed assets N/A N/A Environmental impact of the use of such fixed assets 178 Return to the contents section
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T 2007 he Reference document
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Contents 01 Main Document Responsib
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1.0 for this reference document and
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2.0 General information on the comp
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4.0 Net 4.0 worth-financial positio
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5.0 Corporate 5.0 Governance Govern
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5.0 Corporate Governance APRIL Nort
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5.0 Corporate Governance LA FRANCAI
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6.0 developements and outlook Recen
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1.0 Management report report Manage
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1.0 Management report All of the in
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Property Heath and Life and savings
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1.0 Management report Lastly, he wo
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1.0 Management report Interest rate
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1.0 Management report In addition,
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1.0 Management report 10. Employee
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1.0 Management report 2. List of al
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1.0 Management report APRIL Solutio
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1.0 Management report Jean-Yves NOU
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2007 - April

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