2007 - April

6.0
Combined General Shareholders’ Meeting on April 24 th , 2008
Seventeenth resolution - Authorization for the Board
of Directors to award stock options and/or warrants to
employees and/or certain corporate officers
The General Meeting, having taken note of the Board of
Directors’ report and the special Statutory Auditors’ report:
1. Authorizes the Board of Directors, in accordance with
the provisions of Articles L. 225-177 to L. 225-185 of the
French commercial code, to grant the abovementioned
beneficiaries, on one or more occasions, options entitling
holders to subscribe for new company shares to be issued
relative to an increase in its capital or to purchase existing
company shares resulting from buybacks carried out by
the company under the conditions provided for under
French law;
2. Sets the validity of the present authorization for a period
of 38 months as of the date of this Meeting;
3. Decides that the beneficiaries for such options may only be:
-On the one hand, employees, certain members of staff or
certain categories of staff from APRIL GROUP and, as relevant,
any companies or economic interest groups that are related
to it as per Article L. 225-180 of the French commercial code,
-On the other hand, corporate officers fulfilling the
conditions set out under Article L.225-185 of the French
commercial code;
4. The total number of options that may be awarded by the
Board of Directors under this delegation may not entitle
holders to subscribe for or purchase a number of shares
exceeding 5% of the existing share capital on the day of
the first allocation, in accordance with the legal limits in
force and more specifically the limits set out in Articles
L. 225-182 and R. 225-143 of the French commercial code;
5. Decides that the share subscription and/or purchase
price for beneficiaries will be set the day on which the
options are awarded by the Board of Directors and will
correspond to 100% of the average listed share price over
the 20 trading days prior to the day on which the option
is awarded. The Board of Directors will be able to offer
a discount of up to 5% on the subscription or purchase
price;
6. Decides that no options may be awarded:
- 10 trading days before and after the date on which the
consolidated financial statements are published,
- Within the period between the date when the company’s
corporate bodies become aware of any information that,
if it was made public, could have a significant impact on
the price for the company’s securities, and 10 trading
days after the date on which such information is made
public,
- Within 20 trading days of payment of a coupon on
the shares entitling holders to a dividend or a capital
increase;
7. Decides that the shares subscribed for or acquired in
connection with the previous provisions must be held on a
registered basis and will be entitled to dividends as of the first
day of the financial year during which options are exercised.
For the financial year started on this date and for subsequent
financial years, they will be entitled to the same dividend as
for other shares entitled to dividends in the same way;
8. Acknowledges that under this authorization, beneficiaries
of stock warrants expressly waive their preferential
subscription right for shares that will be issued as options
are exercised;
9. Delegates full powers to the Board of Directors to set
the other terms and conditions for the allocation and
exercising of options, and more specifically:
- Setting the conditions under which options will be
awarded and determining the list or categories of
beneficiaries as provided for above; as relevant, setting
the seniority conditions required for such beneficiaries;
setting the conditions under which the price and number
of shares will need to be adjusted, notably as provided
for under Articles R. 225-137 à R. 225-142 of the French
commercial code,
- Setting the exercise periods for options granted in this
way, it being understood that the term of options may
not exceed a period of eight years as of their allocation
date,
- Providing for the option to temporarily suspend the
exercising of options for up to three months in the event
of financial transactions involving the exercising of any
rights associated with the shares,
- Performing or calling on third parties to perform all
formalities and do whatever is necessary to make the
capital increases that may be carried out as authorized
under this resolution definitive; amending the bylaws
accordingly and generally doing whatever is necessary,
-On its decisions alone, and if it deems it relevant, booking
the costs for share capital increases against the amount
of premiums relating to such increases and deducting the
sums required to take the legal reserve up to one tenth of
the new capital after each increase against this amount;
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