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Annual report 2008 - Altarea Cogedim

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(i) – Authorities to increase the share capital<br />

Authority Date of Board meeting Term<br />

Authority to issue for cash ordinary shares or securities giving access to the share capital,<br />

with pre-emptive rights.<br />

Authority to issue for cash ordinary shares or securities giving access to the share capital,<br />

without pre-emptive rights.<br />

Authority to issue ordinary shares or securities giving access to the share capital<br />

in payment for securities tendered to a public exchange offer.<br />

Authority to issue ordinary shares or securities giving access to the share capital<br />

to pay for shares purchased other than under a public exchange offer.<br />

Blanket limit for new share issues under all authorities granted<br />

to the Managers set at €120 million<br />

Authority to issue securities giving access to debt securities,<br />

up to a maximum limit of €120 million.<br />

Authority to issue ordinary shares or securities giving access to the share capital to minority<br />

shareholders of subsidiaries to acquire their interests in an ALTAREA Group company<br />

Authority to increase the share capital<br />

by capitalising reserves.<br />

Option of increasing the amount of an issue in case of oversubscription<br />

by a maximum of 15% of the original amount.<br />

(ii) – Share buyback programme<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 18 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> –<br />

Authority Date of Board meeting Term<br />

Authority to buy back shares at a maximum price of €350 per share.<br />

Maximum limit of €50 million.<br />

Authority to reduce the share capital by cancelling shares<br />

purchased under the share buyback programme<br />

Authority to reduce the share capital by cancelling treasury shares held<br />

as a result of asset transfers or mergers<br />

(iii) – Employee share offers<br />

05/26/<strong>2008</strong> 18 months<br />

05/26/<strong>2008</strong> 26 months<br />

05/26/<strong>2008</strong> 18 months<br />

Authority Date of Board meeting Term<br />

Authority to issue ordinary shares to members of an employee savings plan 05/26/<strong>2008</strong> 5 years<br />

Share award plans 05/26/<strong>2008</strong> 38 months<br />

Stock option plans (existing shares) 05/26/<strong>2008</strong> 38 months<br />

Stock option plans (new shares) 05/26/<strong>2008</strong> 38 months<br />

Blanket limit of 350,000 shares issued to executive officers or employees 05/26/<strong>2008</strong> –<br />

In accordance with the provisions of Article L. 225-100 of the French Commercial Code, the tables below set out the<br />

authorities valid during <strong>2008</strong> granted by extraordinary resolution of the shareholders and their use during <strong>2008</strong>. Each new<br />

authority granted to the Board of Directors or Managers supersedes and cancels all previous authorities granted for the same<br />

purpose.<br />

177

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