2007 - April

6.0
Combined General Shareholders’ Meeting on April 24 th , 2008
Eighteenth resolution - Authorization for the Board
of Directors to freely allocate shares to members
of staff
The General Meeting, having taken note of the Board of
Directors’ report and the special Statutory Auditors’ report,
authorizes the Board of Directors to allocate ordinary
company shares, existing or to be issued, on one or more
occasions, in accordance with Articles L. 225-197-1 and
L. 225-197-2 of the French commercial code, to:
Salaried members of staff from the company or companies
that are linked directly or indirectly to it as per Article
L 225-197-2 of the French commercial code;
And/or corporate officers fulfilling the conditions set out
under Article L. 225-197-1 of the French commercial code.
The total number of shares freely allocated in this way may
not exceed 5% of the share capital on the date of the Board
of Directors’ decision for their allocation.
Shares will be definitively awarded to beneficiaries at the end
of a vesting period:
Of at least two years for beneficiaries who are French tax
residents on the allocation date. Such beneficiaries will
also be required to retain the shares awarded to them for
a minimum period of two years. The Board is entitled to
increase the length of both of these periods;
Of at least four years for beneficiaries who are non-French
tax residents on the allocation date, for which the cause
of taxation coincides with the end of the vesting period,
with the Board of Directors able to increase the length of
this period.
However, such beneficiaries are not subject to the
abovementioned holding requirement, unless indicated
otherwise by any tax provisions.
On an exceptional basis, the allocation will become definitive
before the end of the vesting period in the event of the
beneficiary’s disability in accordance with the second or third
categories set out in Article L. 341-4 of the French social
security code.
Full powers are granted to the Board of Directors to:
Set the conditions and, as relevant, the criteria for awarding
shares;
determine the identity of beneficiaries and the number of
shares awarded to each one of them;
determine the impacts on beneficiaries’ rights of operations
modifying the capital or likely to influence the value of
shares awarded and carried out during the vesting and
holding periods, and, as a result and if necessary, modify
or adjust the number of shares awarded to safeguard the
rights of beneficiaries;
As relevant:
- Acknowledge the existence of sufficient reserves and,
at the time of each allocation, transfer the sums to a
blocked reserve account as required for freeing up the
new shares to be awarded,
-When necessary, decide on the capital increase(s) through
the incorporation of reserves, premiums or profits, in
conjunction with the issue of new shares awarded freely,
with the amount of such capital increases booked against
the total amount authorized under the 11th resolution,
-Acquire the shares required in connection with the share
buyback program and allocate them to the allocation
scheme,
- Take all useful measures to ensure compliance with the
holding requirement for beneficiaries,
-And, generally do whatever is necessary in connection
with the implementation of this authorization in
accordance with the legislation in force.
Under this authorization, shareholders expressly waive their
preferential subscription right to any new shares issued
through the incorporation of reserves, premiums and profits.
It is given for a period of 38 months as of the date of this
Meeting.
Nineteenth resolution - Formalities
The General Meeting grants full powers to the bearer of a
copy of or extract from the minutes for the present meeting
to perform all the filings and formalities required under
French law.
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