2007 - April

1.0
Management report
The term set for options by the Board may not exceed eight
years as of their allocation date.
In this way, within the limits set out above, the Board will
have full powers 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 to determine the list of categories of beneficiaries as
provided for above, set the exercise periods for options
granted in this way, perform or get any other parties to
perform all formalities with a view to making any capital
increases that may be carried out definitive, as relevant, to
amend the bylaws accordingly and generally to do whatever
is necessary.
Authorization to freely award shares to members
of the salaried workforce and/or certain corporate
officers (Article L. 225-197-1 of the French commercial
code)
We recommend authorizing the Board of Directors, for a
38-month period and in accordance with Article L. 225-197-1
of the French commercial code, to freely allocate new shares,
resulting from a capital increase through the incorporation of
reserves, premiums and profits, or existing shares.
The beneficiaries of such allocations could be:
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;
Corporate officers fulfilling the conditions of Article
L. 225-197-1 of the French commercial code.
The number of shares that may be freely allocated by the
Board of Directors under this delegation may not exceed 5%
of the existing share capital on the allocation day.
Shares will only 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 would be 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, with the Board
of Directors able to increase the length of this period.
However, such beneficiaries would not be subject to the
abovementioned holding requirement, unless indicated
otherwise by any tax provisions.
On an exceptional basis, the allocation would 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 (Code de la sécurité sociale).
Under this authorization, you would expressly waive your
preferential subscription right for new shares issued through
the incorporation of reserves, premiums and profits.
In this way, within the limits set out above, the Board would
have full powers to set the conditions and, as relevant, the
criteria for awarding shares, determining the identity of
beneficiaries for free allocations from among the people
fulfilling the conditions set out above, as well as the number
of shares attributable to each one of them, determine the
impacts on beneficiaries’ rights of operations modifying the
capital or likely to influence the value of shares to be awarded
and carried out during the vesting and holding periods, as
relevant, acknowledge the existence of sufficient reserves
and, at the time of each application, transfer the sums to
a blocked reserve account as required for freeing up the
new shares to be awarded, decide on the capital increase(s)
through the incorporation of reserves, premiums or profits,
in conjunction with the issue of new shares awarded freely,
acquire the shares required in connection with the share
buyback program and allocate them to the allocation scheme,
and generally do whatever is necessary in connection with
the implementation of this authorization in accordance with
the regulations in force.
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