2007 - April

6.0
Combined General Shareholders’ Meeting on April 24 th , 2008
Twelth 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, with preferential
subscription rights waived
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. Authorizes the Board of Directors to increase the capital,
on one or more occasions, in France and/or abroad, in
the proportions and at the times that it deems relevant,
through a public offering based on an 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 company shares through
the subscription, conversion, exchange, redemption,
presentation of a warrant or in any other way, it being
understood that such securities may be issued as payment
for securities that could be transferred to the company
in connection with a public exchange offer on securities
that fulfill the conditions set out under Article L. 225-148
of the French commercial code; in accordance with Article
L. 228-93 of the French commercial code, the marketable
securities to be issued may entitle holders to access
ordinary shares in 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.
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 ordinary shares that
may be issued under this delegation may not exceed
10,000,000 euros,
- The total nominal amount of any shares issued under the
previous 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. Decides to waive preferential subscription rights for
shareholders relative to the securities covered by this
resolution, although leaving the possibility for the Board of
Directors to grant shareholders a priority right as provided
for under French law;
5. Decides that the sum due to the company for each one
of the ordinary shares issued in connection with this
delegation of authority, after taking into account, in
the event of the issue of stock warrants, the issue price
for such warrants, will at least be equal to the minimum
required by the legal and regulatory provisions in force
at the time when the Board of Directors implements the
delegation;
6. Decides that, in the event of the issue of securities
intended as payment for securities put forward in
connection with a public exchange offer, the Board of
Directors shall have, within the limits set out above, the
powers required to set the list of securities put forward
for the bid, set the conditions for the issue, the exchange
ratio and, as relevant, the amount of the cash balance to
be paid, and determine the conditions for the issue;
7. Decides that the Board of Directors shall have, within
the limits set out above, the powers required to 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;
8. Acknowledges that this delegation cancels and replaces
any previous delegation with the same purpose.
Thirteenth resolution - Authorization to increase the
amount of issues in the event of excess demand
For each one of the issues decided on in accordance with
the 11 th and 12 th resolutions, the number of securities to be
issued may be increased by 15% under the conditions set
out in Article L. 225-135-1 of the French commercial code
and within the limits of the caps set by the Meeting, when
the Board of Directors acknowledges any excess demand.
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