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2.0<br />

General information on the company and its share capital<br />

2.2. General information on the share capital<br />

2.2.1. Changes in the share capital and rights<br />

associated with shares<br />

Any changes in the share capital or the rights associated<br />

with shares comprising the share capital are governed by the<br />

legal provisions in force, with the company bylaws having no<br />

specific provisions thereon.<br />

Acquisition by the company of its own shares<br />

Covering any marketable securities entitling holders to the<br />

allocation of shares in the company within the framework<br />

of the regulations in force,<br />

Canceling any shares acquired as relevant, as authorized by<br />

the General Shareholders’ Meeting held on <strong>April</strong> 27th, 2006.<br />

This authorization, granted to the Executive Board for a period<br />

of 18 months by the General Shareholders’ Meeting held on<br />

<strong>April</strong> 27 th , 2006, was transfered to the Board of Directors for<br />

the period set initially by the General Shareholders’ Meeting<br />

held on <strong>April</strong> 26 th , <strong>2007</strong>.<br />

2.2.2. Share capital at January 28 th 2008<br />

Number of shares: 40,810,632 ordinary shares<br />

Par value: 0.40 euro<br />

Amount of the share capital: 16,324,252.80 euros (fully<br />

paid-up).<br />

Pursuant to a resolution adopted at the Combined General<br />

Meeting held on <strong>April</strong> 26th, <strong>2007</strong>, the company may trade its<br />

own shares on the market in accordance with the provisions<br />

of Article L.225-209 of the French Commercial Code up to a<br />

maximum of 2,036,597 shares (5% of the share capital), for<br />

the purpose of:<br />

Coordinating the secondary market or liquidity of the<br />

APRIL GROUP share through an investment service provider<br />

based on a liquidity agreement in line with the AFEI<br />

compliance charter approved by the AMF,<br />

Keeping the shares purchased and delivering them<br />

subsequently in exchange or as payment for external<br />

growth operations, it being understood that shares<br />

acquired in this respect may not exceed 5% of the share<br />

capital,<br />

Covering stock-option schemes and other forms of<br />

allocating shares to the Group’s employees and/or<br />

corporate offices, notably in connection with company<br />

profit-sharing systems, a company savings scheme or the<br />

free allocation of shares,<br />

The maximum purchase price is 80 euros per share (par value<br />

of 0.4 euro).<br />

At March 5 th , 2008, total purchases made under this program<br />

stood at 4,916,737.10 euros for 120,171 shares, while the<br />

total number of shares sold amounted to 122,579 for a total<br />

of 5,059,745.65 euros.<br />

The transactions were carried out within the range of<br />

35.55 euros for the minimum sales price and 46.75 for the<br />

maximum purchase price.<br />

At March 5 th , 2008, the company directly and indirectly held<br />

161,976 APRIL GROUP shares (0.40% of the share capital).<br />

These shares have a par value of 64,790.40 euros and a book<br />

value of 6,719,682.83 euros.<br />

10<br />

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