2007 - April

1.0
Management report
This cap is independent from all of the caps provided for
under other delegations to increase the capital.
Authorization to carry out a capital increase reserved
for members of a company savings scheme (Articles
L. 225-129-6, L. 225-138-1 of the French commercial
code and L. 443-5 of the French labor code)
In connection with a legal obligation to promote employee
shareholding, we also recommend approving a proposed
delegation for the Board of Directors to carry out a capital
increase reserved for members of a company savings scheme
and in accordance with the conditions of Article L. 443-5 of
the French labor code through the cash issue of ordinary
shares and, as relevant, the free allocation of ordinary shares
or other securities entitling holders to access the capital.
French law requires preferential subscription rights to be
waived.
In accordance with the provisions of Article L. 443-5 of the
French labor code, the price of shares to be issued may not
be more than 20% lower (or 30% when the scheme’s planned
lock-in period as per Article L. 443-6 of the French labor
code 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.
The maximum nominal amount of the increases that may be
carried out through the use of this delegation is 500,000 euros.
We therefore recommend granting the Board of Directors full
powers to use this delegation for a 26-month period.
Within the limits set out above, the Board of Directors shall
have the powers required notably with a view to setting the
conditions for the issues, acknowledging the performance
of the resulting capital increases, amending the bylaws
accordingly, booking, on its initiative alone, the costs for
capital increases against the amount of the corresponding
premiums, and deducting the sums required to take the legal
reserve up to one tenth of the new capital after each increase
against this amount, and more generally doing whatever is
necessary in this respect.
Authorizations for individual employee shareholding
In order to make it possible to continue with the policy
to promote employee shareholding and consolidate the
company’s development, we recommend authorizing the
Board of Directors to award stock options and bonus shares
as follows:
Authorization to award stock options and/or warrants
We recommend authorizing the Board of Directors for a
38-month period to award stock options and/or warrants
to employees, certain members of staff, certain categories
of staff and/or corporate officers as defined under French
law, from both the company and any companies or economic
interest groups that are related to it as per Article L. 225-180
of the French commercial code;
The total number of options that may be awarded by the
Board of Directors under this delegation may not entitle
holders to subscribe for or purchase a number of shares
exceeding 5% of the existing share capital on the day of the
first allocation, in accordance with the legal limit in force and
more specifically the limits set out in Articles L. 225-182 and
R. 225-143 of the French commercial code.
The share subscription and/or purchase price for beneficiaries
will be set the day on which the options are awarded by
the Board of Directors and will correspond to 100% of the
average listed share price over the 20 days trading prior
to the day on which the option is awarded. The Board of
Directors will be able to offer a discount of up to 5% on the
subscription or purchase price
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