2007 - April

6.0
Combined General Shareholders’ Meeting on April 24 th , 2008
The maximum amount of the operation is therefore set at
163,242,480 euros. The General Meeting gives full powers
to the Board of Directors to perform such operations, define
the corresponding terms and conditions, enter into any
agreements required and perform all formalities.
Tenth resolution - Setting the amount of directors’
fees awarded to the Board of Directors
After reviewing the Board of Directors’ report and in light
of the change of the company’s means of administration,
the General Meeting sets the total amount of directors’ fees
awarded to former members of the Supervisory Board and
the new members of the Board of Directors at 80,000 euros
for the year ended December 31 st , 2007.
Submitted for approval at the Extraordinary
General Meeting
Eleventh resolution - Delegation of powers for the Board
of Directors to increase the capital through the issue
of ordinary shares or marketable securities entitling
holders to access the capital reserved for shareholders
and/or through the incorporation of reserves, profits or
premiums
The General Meeting, having taken note of the Board
of Directors’ report and the special Statutory Auditors’
report, and in accordance with the provisions of the French
commercial code and more specifically Article L. 225-129-2:
1. Delegates its powers to the Board of Directors in order to
increase the capital on one or more occasions and in the
proportions and at the times that it deems necessary:
a)Through the issue, either in euros or in foreign currencies
or in any other monetary units determined with reference
to a selection of currencies, of ordinary shares and/or
marketable securities entitling holders immediately or in the
future, at any time or on a fixed date, to ordinary shares
in the company or, in accordance with Article L. 228-93 of
the French commercial code, any company that directly or
indirectly owns more than half of its capital or in which it
directly or indirectly owns more than half of the capital,
whether through subscription, conversion, exchange,
redemption, presentation of a warrant or in any other way,
b)And/or through the incorporation of premiums, reserves,
profits or other elements into the capital based on an
allocation of bonus shares or an increase in the par value of
existing shares;
2. Sets the validity of the present authorization for a period
of 26 months as of the date of this Meeting;
3. Decides to cap the amounts of any issues that may be
carried out by the Board of Directors under this delegation
of authority as follows:
-The total nominal amount of shares that may be issued
under this delegation may not exceed 10,000,000 euros,
-The cap defined in this way includes the total nominal
value of any additional shares to be issued in order to
safeguard the rights of holders of marketable securities
entitling them to access the capital, as provided for under
French law,
-The total nominal amount of any shares issued directly
or indirectly under the following resolution will also be
added to this cap,
-The nominal amount of marketable securities
representative of company debt that may be issued may
not exceed 150,000,000 euros;
4. In the event of the Board of Directors using this delegation
of power in connection with the issues set out in 1. a)
above:
a)Decides that such issues shall be reserved in priority for
shareholders that will be able to subscribe on an irreducible
basis,
b)Decides that if subscriptions on an irreducible basis and, as
relevant, subject to allocation have not accounted for the
entire issue, the Board of Directors may use the options
provided for under French law and more specifically offer all
or part of any securities not subscribed for to the public,
c)With regard to any incorporation of premiums, reserves,
profits or other elements into the capital, decides, as
relevant, that any entitlements forming fractions of shares
will not be eligible for trading with the corresponding
shares to be sold; sums from such sales will be allocated to
the holders of the rights within the timeframe set by the
legal provisions in force;
5. Decides that the Board of Directors, within the limits set out
above, shall have the powers required to notably set the
conditions for the issues, acknowledge the performance
of any resulting capital increases, amend the bylaws
accordingly, book, on its initiative alone, the costs for
capital increases against the amount of the corresponding
premiums, and deduct the sums required to take the
legal reserve up to one tenth of the new capital after
each increase against this amount, and more generally do
whatever is necessary in this respect;
6. Acknowledges that this delegation cancels and replaces
any previous delegation with the same purpose.
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