19th and 20e resolutions  [ Return towards  Resolutions  ]

Since 1986, the Group has associated its development with the vast majority of its employees worldwide.

The Shareholders’ Meeting of May 9, 2007 had authorized the Board of Directors to increase share capital for a maximum of 200 million euros, including additional paid-in capital, and a maximum of 2 million shares for Group employees belonging to a Group or Company savings plan. This authorization was not used.

At the end of 2007, the percentage of capital held by employees and former employees through the capital increases reserved for employees and performed since 1986, amounted to 1.1%.

The transactions reserved for employees have contributed appreciably to increasing their motivation and enhancing their feeling of belonging to the Group. We think it is a good idea to continue to develop the initiated policy. The proposed resolutions will also provide more flexibility for the subscriptions offers that could be made to Group employees.

The 19^th resolution specifies the terms and conditions governing capital increases reserved for members of Company or Group savings plans.

The 20^th resolution will enable employees and corporate officers of foreign Group companies to benefit from a plan comparable to an employee share ownership scheme.

They shall both result in the waiver by the shareholders of their preferential subscription rights to such shares in favor of the beneficiaries.

The total amount of share capital increases likely to be performed in accordance with these two resolutions may not exceed 27.5 million euros, corresponding to the issue of a maximum of 5 million shares. This amount shall be deducted from the overall limit of 250 million euros stipulated in the 16^th resolution.

The subscription price of the shares to be issued in accordance with these two resolutions shall be defined in accordance with the French Employment Code.

The authorization under the 19^th resolution shall be valid for a period of 26 months and the authorization under the 20^th resolution shall be valid for a period of 18 months.

Delegation of authority for a 26 month period to perform capital increases reserved for members of Company or Group savings plans

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the report of the Board of Directors and the Statutory auditors’ special report, deliberating pursuant to Articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L. 443-1 et seq. of the French Employment Code:

• delegate to the Board of Directors the authority to decide to increase share capital, on one or more occasions, at the time or times and in the proportions that it deems appropriate, via the issuance of ordinary shares of the Company as well as any other marketable securities granting access, immediately or in the future, to the Company’s share capital, reserved for employees who contribute to a Company or Group savings plan. The delegation thereby granted 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 under this resolution may not exceed a maximum par value amount of 27.5 million euros, corresponding to the issue of a maximum of 5 million shares, it being specified that this amount does not include additional shares to be issued, in accordance with applicable legal and regulatory provisions, and when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of securities or other rights entitling access to share capital and that the total amount of share capital increases likely to be performed under this resolution and the 20th resolution may not exceed the aforementioned par value amount of 27.5 million euros;
• decide that the maximum par value amount of share capital increases likely to be performed on the basis of this delegation shall be deducted from the overall limit stipulated in paragraph 2 of the 16^th resolution;
• decide that the beneficiaries of these capital increases will be, directly or through a Company mutual fund or all other structures or entities permitted by applicable legal or regulatory provisions, the members, from the Company and the French or foreign companies which are affiliated to it within the meaning of Article L. 225-180 of the French Commercial Code and Article L. 444-3 of the French Employment Code, of a Company or Group savings plan;
• decide to cancel the preferential subscription rights of shareholders to the new shares or other marketable securities granting access to capital and to the marketable securities to which the latter would confer entitlement, which shall be issued in favor of the members of a Company or Group savings plan in accordance with this resolution;
• decide that the subscription price may not exceed the average, determined in accordance with Article L. 443-5 of the French Employment Code, of the opening trading prices for the Company’s share during the 20 stock market trading days preceding the date of the decision setting the opening date for the subscription period, or be more than 20% lower than such average, bearing in mind that the shareholders officially authorize the Board of Directors, if deemed appropriate, to reduce or cancel the aforementioned discount, within the legal and regulatory limits;
• decide, in accordance with Article L. 443-5 of the French Employment Code, that the Board of Directors may provide for the allotment for no consideration, to the aforementioned beneficiaries of shares to be issued or already issued or other securities granting access to the Company’s capital to be issued or already issued, in respect of (i) the contribution that could be paid in accordance with the regulations governing Company or Group saving plans, and/or (ii) where appropriate, the discount;
• also decide that, should the beneficiaries not subscribe to the entire capital increase within the allotted deadlines, the capital increase would only be performed for the amount of the shares subscribed, and that the non-subscribed shares may be offered again to the beneficiaries concerned within the scope of a subsequent capital increase;
• give full powers to the Board of Directors with the option of subdelegation under the conditions set by law, to set, within the limits described above, the various terms and conditions of the transaction and notably:
  • fix the criteria which the companies must meet in order for their employees to be entitled to benefit from the capital increases and set a list of these companies,
  • set the terms and conditions of the share issue, the characteristics of the shares, and, where appropriate, the other marketable securities, determine the subscription price calculated based on the method defined above, set the terms and conditions and deadline for fully paying up the subscribed shares, deduct from the “Additional paid-in capital” account all costs relating to these capital increases and, if deemed appropriate, all sums necessary to bring the legal reserve up to one tenth of the new share capital after each share issue, and generally complete, directly or through an authorized representative, all the transactions and formalities relating to the share capital increases performed under this resolution,
  • set the opening and closing dates for the subscription period, record the completion of the corresponding capital increase and amend the Articles of Association accordingly.

This delegation of authority strips of all legal effect the authorization granted to the Board of Directors pursuant to the 11^th resolution of the Extraordinary Shareholders’ Meeting of May 9, 2007, for the amount of the non-utilized portion of such authorization.

Delegation of authority to perform share capital increases reserved for a category of beneficiaries

The shareholders, deliberating according to the quorum and majority required for Extraordinary Shareholders’ Meetings, after having reviewed the report of the Board of Directors and the Statutory auditors’ special report, pursuant to Articles L. 225-129 to L. 225-129-2 and Article L. 225-138 of the French Commercial Code:

• delegate to the Board of Directors, the authority to decide to increase share capital, on one or more occasions, at the times and in the proportions it shall deem fit, via the issuance of ordinary shares of the Company as well as any other market securities conferring entitlement, now or in the future, to the Company’s share capital, reserved for the category of beneficiaries defined hereafter;
• decide that the total amount of share capital increases likely to be performed under this resolution may not exceed a maximum par value amount of 27.5 million euros, corresponding to the issue of a maximum of 5 million shares, it being specified that this amount does not include additional shares to be issued, in accordance with applicable legal and regulatory provisions, and when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of securities or other rights entitling access to share capital and that the total amount of share capital increases likely to be performed under this resolution and the 19^th resolution may not exceed the aforementioned par value amount of 27.5 million euros;
• decide that the maximum par value amount of share capital increases likely to be performed on the basis of this delegation shall be deducted from the overall limit stipulated in paragraph 2 of the 16^th resolution;
• decide to cancel the preferential subscription rights of shareholders to the shares or marketable securities and to the marketable securities to which the latter would confer entitlement, which shall be issued pursuant to this resolution and to reserve the right to subscribe them to the category of beneficiaries meeting the following characteristics: any financial institution or subsidiary of such an institution mandated by the Company and which would subscribe to shares, or other marketable securities issued by the Company pursuant to this resolution, with the sole intent to enable employees and corporate officers of foreign companies, affiliated to the Company within the meaning of Article L. 225-180 of the French Commercial Code and Article L. 444-3 of the French Employment Code, to benefit from a plan with an economic profile comparable to an employee share ownership scheme that would be set up in connection with a share capital increase performed in accordance with the 19th  resolution of this Shareholders’ Meeting, assuming the implementation of an identical employee share ownership scheme for the benefit of the employees and corporate officers of the aforementioned foreign companies would conflict with local legal, regulatory or tax constraints;
• decide that the unit price for the issue of the shares to be issued pursuant to this resolution shall be determined by the Board of Directors based on the Company’s share price; this issue price shall be equal to the average of the opening trading prices for the share during the 20 stock market trading days preceding the date of the Board of Directors’ decision setting the opening date for the period of subscription to a share capital increase performed on the basis of the 19^th resolution, with the possibility of reducing this average by a maximum discount of 20%; the amount of this discount shall be determined by the Board of Directors in view of the legal, regulatory and tax constraints under the applicable foreign law, where applicable;
• decide that the Board of Directors shall have full powers, under the terms and conditions set forth by law and within the limits defined above, with the option of sub-delegation, so as to implement this delegation and particularly in order to:
  • set the date and price for the issue of shares to be issued in accordance with this resolution as well as the other terms and conditions governing the issue,
  • set the list of the beneficiary (or beneficiaries) of the suppression of the preferential subscription right within the above-defined category, as well as the number of shares to be subscribed by such beneficiary (or each of such beneficiaries),
  • where appropriate, determine the characteristics of the other marketable securities granting access to the Company’s share capital under the legal and regulatory conditions,
  • record the completion of the share capital increase, complete, directly or through an authorized representative, all the transactions and formalities involving the share capital increases and on its sole decision and if it deems appropriate, deduct the share capital increase costs from the amount of additional paid-in capital relating to such increases, amend the Articles of Association accordingly and perform all the necessary formalities, and where appropriate, take any measures with a view to listing the shares issued pursuant to this resolution for trading on the Eurolist market of Euronext Paris.

The delegation granted to the Board of Directors is valid for a period of 18 months starting from the date of this Shareholders’ Meeting.