9th, 10th, 11th et 12th resolutions  [ Return towards  Resolutions  ]

The 9^th, 10^th, 11t^h, and 12^th resolutions concern regulated agreements between related parties, excluding ordinary business transactions, entered into between the Company and its executives or with a company with which it has the same executives. These agreements are the subject of a special report issued by the Statutory auditors.

The 9^th resolution concerns the treasury share purchase agreement entrusted to BNP Paribas under the authorization granted by the Shareholders’ Meeting. Mr. Alain Joly, a member of the Company’s Board of Directors, is a director at BNP Paribas.

Under the 10^th, 11^th and 12^th resolutions, the shareholders are asked to approve the commitments made in favor of Messrs Benoît Potier, Klaus Schmieder and Pierre Dufour, senior Company executives, as part of a distinct and separate resolution for each corporate officer, as well as the special report of the Statutory auditors on this matter.

In accordance with the provisions of the Law of August 21, 2007 in favor of Work, Employment and Purchasing power, the termination benefits of Mr. Benoît Potier and of Mr. Klaus Schmieder are now subject to performance criteria. Considering the commitments already taken by the Company, an allowance was granted (also under performance conditions) to Mr. Benoît Potier, compensating for the loss of retirement income in case of termination of function before the age of 55 on the Company’s initiative.

As Mr. Pierre Dufour assumed his duties as Senior Executive Vice-President on November 27, 2007, the Board of Directors authorized the conclusion of an amendment to his employment contract, the conditions of the pension plans and benefit funds concerning him, and the termination benefits (under conditions of performance) relating to his status as corporate officer.

All these agreements and undertakings are set out in detail in the special report of the Statutory auditors on related party a agreements and in the report on remuneration of corporate officers and directors you will find in their completeness in the Reference Document.

Approval of the agreement referred to in Article L. 225-38 of the French Commercial Code and of the Statutory auditors’ special report relating to BNP Paribas

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, place on record that the special report provided for by the laws and regulations currently in force on the agreement and transaction referred to in Article L. 225-38 of the French Commercial Code entered into with BNP Paribas, has been submitted to them.

The shareholders approve the agreement entered into during the 2007 fiscal year and the report prepared with regard to such agreement pursuant to Articles L. 225-38 et seq. of the French Commercial Code.

Approval of the agreements referred to in Articles L. 225-38 and L. 225-42-1 of the French Commercial Code and of the Statutory auditors’ special report relating to Mr. Benoît Potier

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, place on record that the special report provided for by the laws and regulations currently in force on the agreements referred to in Articles L. 225-38 and L. 225-42-1 of the French Commercial Code entered into with Mr. Benoît Potier, has been submitted to them.

The shareholders approve the agreements and the report prepared with regard to such agreements pursuant to Articles L. 225-38 and L. 225-42-1 et seq. of the French Commercial Code.

Approval of the agreement referred to in Articles L. 225-38 and L. 225-42-1 of the French Commercial Code and of the Statutory auditors’ special report relating to Mr. Klaus Schmieder

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, place on record that the special report provided for by the laws and regulations currently in force on the agreement referred to in Articles L. 225-38 and L. 225-42-1 of the French Commercial Code entered into with Mr. Klaus Schmieder, has been submitted to them.

The shareholders approve the agreement and the report prepared with regard to such agreement pursuant to Articles L. 225-38 and L. 225-42-1 et seq. of the French Commercial Code.

Approval of the agreements referred to in Articles L. 225-38 and L. 225-42-1 of the French Commercial Code and of the Statutory auditors’ special report relating to Mr. Pierre Dufour

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, place on record that the special report provided for by the laws and regulations currently in force on the agreements referred to in Articles L. 225-38 and L. 225-42-1 of the French Commercial Code entered into with Mr. Pierre Dufour, has been submitted to them.

The shareholders approve the agreements and the report prepared with regard to such agreements pursuant to Articles L. 225-38 and L. 225-42-1 et seq. of the French Commercial Code.