Annual report 2008 - Altarea Cogedim

This authorisation is granted to the Management for a
period of eighteen months with effect from the date of
this General Meeting. It cancels and replaces any previous
authorisation.
The General Meeting gives all necessary powers to the
Management, within the limitations and subject to the
conditions specified above, in particular, to place any stock
market orders, to enter into any agreements, to complete
any formalities, to make any declarations to any bodies and
generally, to do whatever is necessary.
2. Business
of the extraordinary
general meeting
Fifteenth resolution
(Authorisation to be granted to the Management to reduce
the authorised share capital by the cancellation of shares
purchased in the context of the buyback programme)
The General Meeting, acting under the conditions as to
quorum and majority applicable to Extraordinary General
Meetings, having considered the report of the Management,
the report of the Supervisory Board and the special report of
the Statutory Auditors, and in accordance with the provisions
of Article L. 225-209 of the Commercial Code, authorises
the Management, within the limitations and subject to the
conditions specified below:
• to take any decision to cancel shares purchased in the
context of share buyback programmes, up to a maximum
of 10% of the amount of the authorised share capital per
24-month period,
• to reduce the authorised share capital by the corresponding
amount by charging the difference between the purchase
price of the cancelled shares and their nominal value to
available premiums and reserves,
• to make the consequential amendments to the Articles of
Association and to complete any necessary formalities.
This authorisation is granted to the Management for a
period of twenty-six months with effect from the date of
this General Meeting. It cancels and replaces any previous
authorisation.
Sixteenth resolution
(Authorisation to be granted to the Management to
reduce the authorised share capital by the cancellation
of treasury shares held following capital contributions or
mergers)
The General Meeting, acting under the conditions as to
quorum and majority applicable to Extraordinary General
Meetings, having considered the report of the Management,
the report of the Supervisory Board and the special report
of the Statutory Auditors, and in accordance with the
provisions of Article L. 225-204 of the Commercial Code,
authorises the Management:
• to cancel some or all of the shares held by the Company
following a universal asset transfer resulting from capital
contributions or mergers,
• to reduce the authorised share capital by the corresponding
amount, by charging the difference between the value of
the shares cancelled and their nominal value to available
premiums and reserves,
• to make the consequential amendments to the Articles of
Association and to complete any necessary formalities.
This authorisation is granted to the Management for a
period of eighteen months with effect from the date of
this General Meeting. It cancels and replaces any previous
authorisation.
Seventeenth resolution
(Delegation of competence granted to the Management
to increase the share capital by the issue of ordinary
shares to be subscribed in cash, or of any negotiable
securities giving access to the capital while maintaining
shareholders’ preferential subscription rights)
The General Meeting, acting under the conditions as to
quorum and majority applicable to Extraordinary General
Meetings, having considered the report of the Management,
the report of the Supervisory Board and the special report
of the Statutory Auditors, and in accordance with the
provisions of Articles L. 225-129-2 and L. 228-92 of the
Commercial Code:
• Delegates to the Management the competence to decide
to make one or more increases in the capital by the issue,
in France or abroad, of ordinary shares to be subscribed
in cash, and of any negotiable securities giving access by
any means to ordinary shares of the Company, whether
immediately and/or in the future.
The delegation of competence thus granted to the
Management is valid for a period of twenty-six months with
effect from the date of this General Meeting.
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