Annual report 2008 - Altarea Cogedim

DRAFT RESOLUTIONS
Twelfth resolution
(Appointment of a new member of the Supervisory Board)
The General Meeting appoints the following person as a
member of the Supervisory Board for a term of six years
expiring at the end of the General Meeting called to approve
the accounts for the financial year 2014:
The company ATI
A partnership (société en nom collectif)
108, rue de Richelieu, 75002 Paris
Reg’d. no. 498.496.520 RCS Paris
Thirteenth resolution
(Appointment of a new member of the Supervisory Board)
The General Meeting appoints the following person as a
member of the Supervisory Board for a term of six years
expiring at the end of the General Meeting called to approve
the accounts for the financial year 2014:
The company ALTAFI 3
A simplified limited liability company (société par actions
simplifiée)
108, rue de Richelieu, 75002 Paris
Reg’d. no. 503.374.464 RCS Paris
Fourteenth resolution
(Authorisation to be granted to the Management to buy
ALTAREA shares)
The General Meeting, acting under the conditions as
to quorum and majority applicable to Ordinary General
Meetings, having considered the report of the Management
and the report of the Supervisory Board, and in accordance
with Article L. 225-209 of the Commercial Code:
• Authorises the Management to arrange for the purchase
by the Company of its own shares, subject to the legal
limit of 10% of the total number of shares comprising the
authorised share capital, adjusted for any change in the
capital during the period of authorisation.
• Resolves that the shares purchased by the Company in
this way may be used (according to such order of priority
as may be determined by the Management):
1. to reduce the Company’s capital by the cancellation of
some or all of the shares, in order to optimise recurring
earnings per share or the adjusted net asset value per
share;
2. to have shares available to be allocated to its senior
executives and employees and to those of its associated
companies, in the context of stock option plans,
allocations of bonus shares from among existing shares,
or Company Savings Plans;
3. to have shares available to enable it to honour obligations
associated with debt securities exchangeable for shares
or with other negotiable securities giving access to
existing shares;
4. to have shares available to be retained and subsequently
delivered by way of exchange or payment in the context
of external growth operations (including the acquisition
or increase of shareholdings);
5. to promote the liquidity of transactions and the stability
of the Company’s share price and to avoid price
discrepancies that are not justified by market trends,
in the context of a liquidity contract in accordance with
the professional standards of the AFEI dated 14 March
2005, which is an accepted market practice pursuant
to the decision of the AMF dated 22 March 2005.
• Sets the maximum purchase price per share at €200
excluding expenses, subject to readjustment of that price
according to the ratio applied at the time of any financial
transactions by the Company, particularly in the event of
increases in the capital, division of the nominal value of
the shares or the consolidation of shares.
• Resolves that the total amount that the Company may
apply to the buyback of its own shares may not, however,
exceed €100 million, on the basis of the current share
capital.
Resolves that the purchase, sale, transfer or exchange of the
shares may take place at any time, subject to compliance
with the specific regulatory provisions applicable during
periods of public tender offers, and may be completed and
paid for by any means and in any way, on the Stock Exchange
or over-the-counter, including though shareholders that are
company officers (on condition that the transaction takes
place at a price equal to the average of the last 20 stock
market prices, on the understanding that if this average is
greater than the last stock market price, the transaction
will take place at a price equal to the last stock market
price), including by the use of derivative products, in
accordance with the applicable regulations, and that the
maximum proportion of the capital that may be purchased
or transferred in the form of blocs of shares may be equal to
the entirety of the authorised share buyback programme.
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