Annual report 2008 - Altarea Cogedim

DRAFT RESOLUTIONS
preferential subscription rights in the context of a delegation
of competence, the number of securities to be issued may
be increased by a maximum of 15% of the amount of the
initial issue, in accordance with Article L. 225-135-1 of the
Commercial Code, subject to compliance with the particular
ceilings provided by this General Meeting in respect of the
resolutions concerned.
Twenty-fourth resolution
(Delegation of competence to the Management to issue
negotiable securities conferring a right to the allocation
of debt securities)
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 its competence to decide
upon the issue, on one or more occasions, in France
or abroad, in euros or in any other currency or unit of
account established by reference to several currencies,
of any negotiable securities conferring a right, whether
immediately or in the future, to debt securities such as
bonds and equivalents, perpetual or other floating rate
notes or any other securities conferring the same right to
debt of the Company in the same issue;
• The nominal amount of all the negotiable securities
mentioned above to be issued may not exceed one
hundred and twenty (120) million euros, or the exchange
value of that amount in currencies or in any monetary
units established by reference to several currencies;
• Sets the period of validity of this delegation of competence
at twenty-six (26) months with effect from the date of this
General Meeting;
• Consequently, the Management will have all necessary
powers:
– To make the said issues within the limitations set out
above, and to determine the date, nature, amounts and
issue currency thereof;
– To decide the characteristics of the negotiable securities
to be issued and of the debt securities to which those
negotiable securities will confer a right, and in particular
their nominal value, the date of their entitlement to
interest, their issue price, if necessary with premium,
their interest rate, whether fixed and/or variable, and its
payment date, or in the case of variable rate securities,
the manner of determination of their interest rate, or the
terms of capitalisation of interest;
– To determine, according to market conditions, the manner
of redemption and/or early repayment of the negotiable
securities to be issued and of the debt securities to which
the negotiable securities confer a right, if necessary,
with a fixed or variable premium, or the manner of their
repurchase by the Company;
– If appropriate, to decide to give a guarantee or securities
in respect of the negotiable securities to be issued, and
in respect of the debt securities to which the negotiable
securities confer a right, and to determine the nature and
characteristics thereof;
– In general, to settle all the terms and conditions of each of
the issues, or enter into any agreements and conclude any
contracts with any banks and any bodies, to take any steps
and to complete the required formalities, and generally, to
do whatever is necessary.
Twenty-fifth resolution
(Delegation of competence granted to the Management to
issue ordinary shares and/or of the negotiable securities
giving access to the capital or to the allocation of debt
securities while cancelling preferential subscription rights
in favour of a category of persons)
The General Meeting, acting under the conditions as to
quorum and majority applicable to Extraordinary General
Meetings, having considered the report of the Management
and of the Supervisory Board and the special report of the
Statutory Auditors, and in accordance with the provisions
of Articles L. 225-129, L. 225-129-2, L. 225-138 and
L. 228-92 of the Commercial Code:
• Delegates to the Management its competence, on one or
more occasions and in such proportions and at such times
as it may see fit, to issue ordinary shares and/or negotiable
securities giving access, whether immediately or in the
future, to the capital of the Company or conferring a right
to the allocation of debt securities, in France or abroad, and
in euros or any other currency or unit of account established
by reference to several currencies, in such forms and subject
to such conditions as the Board of Directors may see fit,
reserved for the benefit of the categories of shareholders
referred to in point 4 below;
• Fixes the period of validity of this delegation of competence
at eighteen (18) months with effect from the date of this
General Meeting;
• Resolves that in the event that the Management uses
this delegation of competence, the maximum amount of
the increases in the Company’s capital capable of being
completed as a result of the issue of the shares or negotiable
securities referred to in point 1 above will be a nominal
amount of twenty (20) million euros, on the understanding:
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