2007 - April

2.0
General information on the company and its share capital
2.1.12. Identification of bearer shareholders
Pursuant to legal and regulatory requirements, the company
may at any time ask the responsible clearing organization
for the name, nationality and address of holders of bearer
shares in the company entitling them immediately or at
a later time to a vote in General Meetings, as well as the
quantity of shares held by each one, and if necessary, any
restrictions to which the said shares may be subject.
2.1.13. Distribution of profits (Article 29 of the
company bylaws) and payment of dividends (Art. 30)
The amount needed to create the legal reserve under the
terms and conditions provided for by the law is withdrawn
from fiscal year profits less any prior year losses as relevant.
Distributable profit comprises profit for the fiscal year less
former years’ losses and any amounts placed in reserves
pursuant to law and company bylaws, plus retained earnings.
The General Meeting votes on the allocation of distributable
profits. It decides on the portions that will respectively be
allocated to reserves, shareholders in the form of a dividend,
and retained earnings.
For all or a portion of the dividend paid or advances on
dividends, the General Meeting has the option of granting
each shareholder the choice between payment of the
dividend or advances on the dividend in shares or cash under
the terms and conditions provided for under French law.
Article L.27 of the French state domain code (Code du
Domaine de l’Etat) specifies that dividends relating to shares
are in principle subject to limitation by a lapse of time further
to a five-year period. Dividends that have reached the end of
the five-year limitation period must be paid back to the State.
2.1.14. Company management and supervisory bodies
Executive management (Article 15 of the company
bylaws):
Executive management is performed, under his responsibility,
either by the Chairman of the Board of Directors or by
another individual selected from among the Board members
or externally, serving as the Chief Executive Officer.
The Board of Directors chooses between the two conditions
for the performance of executive management. It may
modify its choice at any time. In each case, it notifies the
shareholders and third parties in accordance with the
regulations in force.
If the Chairman performs the functions of the Chief Executive
Officer, the provisions of these bylaws relative to the Chief
Executive Officer will apply to the Chairman.
When executive management functions are not performed
by the Chairman of the Board of Directors, the Board
of Directors appoints a Chief Executive Officer, subject
to the same age limit as that set for the Chairman.
The Chief Executive Officer is invested with the broadest
powers to act in the Company’s name under all circumstances,
within the limits of the corporate purpose and subject to the
powers expressly granted under French law for Board of
Directors and shareholder meetings.
As proposed by the Chief Executive Officer, the Board of
Directors may appoint from one to five Deputy Chief Executive
Officers. The age limit for serving as Chairman also applies to
positions as Deputy Chief Executive Officers.
In relation to third parties, the Deputy Chief Executive Officers
have the same powers as the Chief Executive Officer.
In line with the company’s internal organization, the powers
of the Chief Executive Officer and Deputy Chief Executive
Officers may be limited by the Board of Directors, although
such a limitation is unenforceable against third parties
Board of Directors (Article 14 of the company
bylaws):
The Company’s administration is handled by a Board of
Directors made up of a minimum of three and a maximum
of 18 members; however, this maximum number may be
increased to 24 in the event of a merger under the legal
conditions in force.
If the capital held by employees of the company and affiliates
in connection with the company savings scheme represents
more than 3% of the share capital, a Director is appointed
under the conditions set by French law and the regulations
in force from among the employee shareholders or the
employees who are members of the Supervisory Board of the
company mutual fund holding the shares. Such a Director is
not taken into account when determining the minimum and
maximum numbers of Directors.
Except for cases when not required under French law, each
Director must own at least one share.
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