2007 - April
2007 - April
2007 - April
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1.0<br />
Management report<br />
14. Authorization to implement a share buyback<br />
program and reduce the capital through the<br />
cancellation of treasury stock<br />
We recommend once again granting the Board of Directors,<br />
for an 18-month period, the powers required to purchase<br />
company shares in one or more transactions and at the times<br />
that it deems necessary for up to 5% of the share capital,<br />
adjusted as relevant in order to factor in any capital increase<br />
or reduction operations that may be carried out during the<br />
course of the program.<br />
This authorization would supersede the authorization<br />
given to the Board of Directors at the General Meeting on<br />
<strong>April</strong> 26 th , <strong>2007</strong>.<br />
Such acquisitions may be carried out with a view to:<br />
Coordinating the secondary market or liquidity for APRIL<br />
GROUP’s share through an investment service provider<br />
under a liquidity agreement in accordance with the<br />
compliance charter approved by the AMF;<br />
Keeping any shares purchased and issuing them again<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<br />
company’s share capital;<br />
Covering stock option schemes and other forms of<br />
allocating shares to Group employees and/or corporate<br />
officers, notably in connection with the profit-sharing<br />
system, a company savings scheme or a free allocation of<br />
shares;<br />
Covering marketable securities entitling holders to the<br />
allocation of company shares in line with stock market<br />
regulations;<br />
Canceling any shares acquired as authorized, subject to<br />
the authorization to be given by this General Shareholders’<br />
Meeting in its 16 th extraordinary resolution.<br />
We recommend setting the maximum purchase price at<br />
80 euros per share. As such, the maximum nominal amount<br />
for the operation is capped at 163,242,480 euros.<br />
As a result of the cancellation objective, we recommend<br />
authorizing the Board of Directors for a 24-month period to<br />
cancel, on its decisions alone and in one or more transactions<br />
for up to 10% of the capital calculated on the day of the<br />
cancellation decision, after deducting any shares cancelled<br />
over the previous 24 months, the shares that the company<br />
holds or may hold further to buyback operations carried out<br />
in connection with its buyback program and to reduce the<br />
share capital accordingly, in line with the legal and regulatory<br />
provisions in force.<br />
The Board of Directors would therefore have the powers<br />
required to do whatever is necessary in this respect.<br />
15. Renewal of the terms-of-office of the<br />
incumbent and deputy statutory auditors<br />
The terms of office of the incumbent statutory auditors,<br />
namely MAZARS and DELOITTE & ASSOCIES, and the<br />
terms of office of the deputy statutory auditor, BEAS,<br />
are due to end further to our next Ordinary General<br />
Meeting convened to approve the financial statements<br />
for the year ended December 31 st , <strong>2007</strong>. We therefore<br />
recommend reappointing them for a further six-year period.<br />
16. Appointment of a deputy statutory auditor<br />
We would like to remind you that Jean-Marie Barbereau’s<br />
office as deputy statutory auditor is due to end further to our<br />
Ordinary General Meeting convened to approve the financial<br />
statements for the year ended December 31 st , <strong>2007</strong>. We<br />
therefore recommend appointing Michel Barbet-Massin to<br />
replace him for a six-year period.<br />
17. Delegations to increase the share capital<br />
The delegations of authority adopted at the General Meeting<br />
on <strong>April</strong> 27 th , 2006 and transferred to the Board of Directors<br />
at the General Meeting on August 28 th , <strong>2007</strong>, are scheduled<br />
to end in the days following the General Meeting convened<br />
to approve the financial statements for the year ended<br />
December 31 st , <strong>2007</strong>. We therefore recommend renewing<br />
the delegations.<br />
73<br />
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