16th and 17th resolutions  [ Return towards  Resolutions  ]

The Combined Shareholders’ Meeting of May 10, 2006 authorized the Board of Directors to increase share capital, on one or more occasions, via the issuance of ordinary shares with retention of the shareholders’ preferential share subscription rights for a maximum par value amount of 250 million euros. This authorization, granted for 26 months, was not used.

To enable the Company to raise the necessary funds to finance its growth under the 16^th resolution, the shareholders are asked to delegate to the Board of Directors, for a 26 period, the authority to decide one or more capital increases via the issuance of ordinary shares of the Company, in France, in euros.

Under the 17^th resolution, the Board of Directors will be authorized to revise, within the statutory limits, the issue amount in the event of oversubscription.

The shareholders shall have, proportional to the amount of their shares, a preferential share subscription right to the shares issued pursuant to this resolution.

The total amount of share capital increases likely to be performed pursuant to the 16th and 17th resolutions may not exceed 250 million euros in par value, including the total amount of share capital increases performed in accordance with the 19th and 20th resolutions. For the record, the par value of the share is 5.50 euros.

Delegation of authority for a 26 month period in order to increase share capital via the issuance of ordinary shares with retention of shareholders’ preferential share subscription rights for a maximum par value amount of 250 million euros

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Board of Director’s report and in accordance with Articles L. 225-129 and L. 225-129-2 of the French Commercial Code:

• delegate to the Board of Directors, with the option of sub-delegation, the authority to decide one or more capital increases via the issuance of ordinary shares of the Company, in France, in euros. The delegation thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this Shareholders’ Meeting;
• decide that the total amount of share capital increases likely to be performed may not exceed 250 million euros in par value, including the total amount of share capital increases likely to be performed in accordance with the 19th  and 20th  resolutions;
• decide that the shareholders have, proportional to the amount of their shares, a preferential share subscription right to the shares issued pursuant to this resolution;
• decide that if these subscriptions, pro rata to their existing shareholding and, where applicable, over and above their existing shareholding, have not resulted in the purchase of all of the shares of any issuance, the Board of Directors may use, in the order it shall deem appropriate, one of the options set forth in Article L. 225-134 of the French Commercial Code;
• take due note that this delegation strips any previous delegation, having the same purpose, of any legal effect whatsoever;
• grant full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to implement this delegation and notably determine the amount of the premium and other issuance conditions, deduct from the “Additional paid-in capital” account all costs relating to this capital increase and if deemed appropriate, deduct all sums necessary to bring the legal reserve up to at least 10% of the new share capital after each issuance, take due note of the completion of all capital increases resulting therefrom, perform all necessary amendments to the Articles of Association and enter into any agreement to achieve the proposed issuances.

Delegation of authority for a 26 month period in order to increase in the event of oversubscription the issuance amount of ordinary shares with retention of shareholders’ preferential subscription rights

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the Board of Directors’ report:

• delegate to the Board of Directors, with the option of sub-delegation, the authority to increase, under the conditions set forth in Article L. 225-135-1 of the French Commercial Code, the number of securities to be issued in the event of a share issue with retention of preferential subscription rights as defined in the 16th resolution;
• the par value amount of the increase in the issue decided in accordance with this resolution shall be deducted, where appropriate, from the overall limit stipulated in the 16th  resolution;
• the delegation thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this Shareholders’ Meeting.