2007 - April

1.0
Management report
14. Authorization to implement a share buyback
program and reduce the capital through the
cancellation of treasury stock
We recommend once again granting the Board of Directors,
for an 18-month period, the powers required to purchase
company shares in one or more transactions and at the times
that it deems necessary for up to 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 would supersede the authorization
given to the Board of Directors at the General Meeting on
April 26 th , 2007.
Such acquisitions may be carried out with a view to:
Coordinating the secondary market or liquidity for APRIL
GROUP’s share through an investment service provider
under a liquidity agreement in accordance with the
compliance charter approved by the AMF;
Keeping any 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
company’s share capital;
Covering stock option schemes and other forms of
allocating shares to Group employees and/or corporate
officers, notably in connection with the profit-sharing
system, a company savings scheme or a free allocation of
shares;
Covering marketable securities entitling holders to the
allocation of company shares in line with stock market
regulations;
Canceling any shares acquired as authorized, subject to
the authorization to be given by this General Shareholders’
Meeting in its 16 th extraordinary resolution.
We recommend setting the maximum purchase price at
80 euros per share. As such, the maximum nominal amount
for the operation is capped at 163,242,480 euros.
As a result of the cancellation objective, we recommend
authorizing the Board of Directors for a 24-month period 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 its buyback program and to reduce the
share capital accordingly, in line with the legal and regulatory
provisions in force.
The Board of Directors would therefore have the powers
required to do whatever is necessary in this respect.
15. Renewal of the terms-of-office of the
incumbent and deputy statutory auditors
The terms of office of the incumbent statutory auditors,
namely MAZARS and DELOITTE & ASSOCIES, and the
terms of office of the deputy statutory auditor, BEAS,
are due to end further to our next Ordinary General
Meeting convened to approve the financial statements
for the year ended December 31 st , 2007. We therefore
recommend reappointing them for a further six-year period.
16. Appointment of a deputy statutory auditor
We would like to remind you that Jean-Marie Barbereau’s
office as deputy statutory auditor is due to end further to our
Ordinary General Meeting convened to approve the financial
statements for the year ended December 31 st , 2007. We
therefore recommend appointing Michel Barbet-Massin to
replace him for a six-year period.
17. Delegations to increase the share capital
The delegations of authority adopted at the General Meeting
on April 27 th , 2006 and transferred to the Board of Directors
at the General Meeting on August 28 th , 2007, are scheduled
to end in the days following the General Meeting convened
to approve the financial statements for the year ended
December 31 st , 2007. We therefore recommend renewing
the delegations.
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