Annual report 2008 - Altarea Cogedim

DRAFT RESOLUTIONS
226
• Resolves that the total nominal amount of the capital
increases capable of being carried out pursuant to this
resolution may not result in the global ceiling referred to
in the twenty-first resolution adopted by the Extraordinary
General Meeting being exceeded.
• Resolves that the shareholders will have a preferential
subscription right in respect of the negotiable securities
issued pursuant to this resolution, in proportion to the
amount of their shares.
• States that the Management will set the conditions and
limits according to which shareholders may exercise their
right to subscribe on an irreducible basis, and that it may
introduce a reducible right for the benefit of shareholders,
to be exercised in proportion to their rights.
• Resolves that if irreducible subscriptions and, if
applicable, reducible subscriptions, do not absorb the
entirety of an issue of shares or of negotiable securities as
defined above, the Management may offer some or all of
the unsubscribed securities to the public.
• Formally notes that this delegation of competence
entails the waiver by shareholders of their preferential
subscription rights in respect of the shares to which any
negotiable securities issued pursuant to this delegation of
competence may confer a right.
• Formally notes that this delegation of competence revokes
any previous delegation of competence given for the same
purpose.
Eighteenth 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 cancelling
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, L. 225-135, L. 225-
136 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.
• Resolves that the total nominal amount of the capital
increases capable of being carried out pursuant to this
resolution may not result in the global ceiling referred to
in the twenty-first resolution adopted by the Extraordinary
General Meeting being exceeded.
• Resolves to cancel shareholders’ preferential subscription
rights and to grant the Management the power to introduce
a priority right, on such terms as it shall determine,
pursuant to the provisions of Article L. 225-135 of the
Commercial Code.
• Resolves that the issue price of the shares, including those
resulting from the exercise of negotiable securities giving
access to the capital issued pursuant to this resolution,
will be at least equal to the minimum authorised by
the legislation, subject to the possibility, in the case of
operations affecting less than 10% of the authorised
share capital per year, for the Management to set the
issue price according to the average of the last three stock
market prices preceding the issue decision, provided that
the discount granted does not exceed 10%.
• Formally notes that this delegation of competence
entails the waiver by shareholders of their preferential
subscription rights in respect of the shares to which any
negotiable securities issued pursuant to this delegation of
competence may confer a right.
• Formally notes that this delegation of competence revokes
any previous delegation of competence given for the same
purpose.
Nineteenth resolution
(Delegation of competence given to the Management to
increase the capital by the issue of ordinary shares or
any negotiable securities giving access to the capital in
order to pay for contributions in kind of securities in the
context of public exchange offers)
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. 225-148 of the Commercial Code:
• Delegates to the Management the competence to issue
ordinary shares or any negotiable securities giving access
to the capital, in order to pay for securities transferred to
the Company in the context of public exchange offers, in
accordance with the provisions of Article L. 225-148 of
the Commercial Code.
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.