2007 - April

1.0
Management report
Delegations to increase the share capital through
cash contributions or the incorporation of reserves,
profits or premiums (Article L. 225-129-2 of the French
commercial code)
We recommend delegating powers for the Board of Directors
to:
Increase the capital through the issue of ordinary shares or
marketable securities entitling holders to access the capital
reserved for shareholders and/or through the incorporation
of reserves, profits or premiums;
Increase the capital through the issue of shares and/or
marketable securities entitling holders to access the capital,
with preferential subscription rights waived.
The delegations are intended to give the Board of Directors
full discretion within the legal timeframe of 26 months to
issue, at the time that it deems relevant, ordinary shares
and/or marketable securities giving holders immediate or
future access to ordinary shares, with a view to financing the
company’s requirements.
The nominal amount of any capital increases that may be
carried out may not exceed 10,000,000 euros. This amount
would include the total nominal value of any additional
ordinary shares to be issued with a view to safeguarding,
as required under French law, the rights of holders of
marketable securities entitling them to access the capital.
It is planned, in connection with these delegations, to grant
the Board of Directors the option to increase, under the
conditions and within the limits set by the legal and regulatory
provisions in force, the number of securities planned for the
initial issue. Any such decision would be subject to a specific
resolution.
In accordance with French law, the marketable securities to
be issued may entitle holders to access the capital of any
company that directly or indirectly owns more than half of
the share capital of our company or any company in which
our company directly or indirectly owns more than half of the
share capital.
Such issues could be carried out with preferential subscription
rights maintained for shareholders. Notably with a view to
reaching as many investors as possible, the Board of Directors
may, as relevant, waive the preferential subscription right.
If preferential subscription rights have been maintained and
subscriptions have not taken up all of the issue, the Board of
Directors may use the options provided for under French law
and more specifically offer all or part of any securities that
have not been subscribed for to the public.
In the event of an issue based on a public offering without
any preferential subscription rights, the Board of Directors
may give shareholders a priority option for subscriptions.
be determined in accordance with the legal and regulatory
provisions in force, and will therefore be at least equal to the
minimum required by the provisions of Article R. 225-119 of
the French commercial code at the time when the Board of
Directors implements the delegation.
In the event of an issue of securities intended as payment for
securities put forward in connection with a public exchange
offer, the Board of Directors shall have, within the limits set
out above, the powers required to set the list of securities
tendered for the exchange, set the conditions for any issue
as well as the exchange ratio and, as relevant, the amount of
the cash balance to be paid, and determine the conditions
for issue.
Authorization to increase the share capital with a view
to paying for any contributions in kind for securities
and marketable securities (Article L. 225-147 of the
French commercial code)
In order to facilitate external growth operations, we
recommend delegating powers for the Board of Directors
to increase the share capital for up to 10% of its amount
with a view to paying for any contributions in kind for capital
securities or marketable securities entitling holders to access
the capital.
This authorization would be given for a 26-month period.
The nominal amount of any marketable securities
representative of company debt that may be issued may not
exceed 150,000,000 euros.
Based on this assumption, the sum due to the company,
currently or in the future, for each one of the ordinary
shares issued, after factoring in the subscription price for
warrants in the event of an issue of equity warrants, will
The total nominal amount of ordinary shares that may be
issued under this delegation may not exceed 10% of the
share capital.
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