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01. MAIN DOCUMENTMeetings are held at the registered office or at any otherlocation indicated in the notice to attend.For deliberations to be valid, at least half of the Boardmembers must effectively be present. Under the bylaws,Directors participating in the Board meeting usingvideoconferencing or telecommunications facilities inaccordance with the limits and conditions set under thelegislation and regulations in force may be deemed to bepresent for calculating the quorum and majority. Suchvideoconferencing and telecommunications facilities maynot be used when:- Drawing up the annual and consolidated financialstatements;- Drawing up the company’s management report and, asrelevant, the Group’s management report;- Selecting the conditions for the performance of executivemanagement;- Appointing and dismissing the Chairman, Chief ExecutiveOfficer and Deputy Chief Executive Officers.Decisions are subject to a majority of votes for memberspresent or represented. In the event of a tie, the Chairmanof the session has a casting vote.At each meeting, the Board may appoint a secretary, whomay be selected from outside of the Directors.The Board of Directors determines the strategies for thecompany’s business and oversees their implementation.Subject to the powers expressly granted for shareholdermeetings and in accordance with the corporate purpose,it reviews all matters concerning the company’s effectiveoperations and rules on the affairs concerning it throughits deliberations.It carries out the controls and verifications that it deemsnecessary.Among its specific powers, it authorizes the agreementsand commitments defined by French law and morespecifically any commitments made to the Chairman,Chief Executive Officer or Deputy Chief Executive Officersconcerning compensation, allowances or benefits due orlikely to be due when they end or change functions, or atany time thereafter.From among its members, the Board elects a Chairman,and determines his compensation.The Chairman of the Board of Directors organizes andoversees its work, which he reports on at the GeneralMeeting. He ensures that the company’s various bodiesoperate effectively and more specifically ensures that theDirectors are able to perform their missions.The Board may appoint one or more vice-chairmen,exclusively with a view to chairing Board sessions andGeneral Meetings in the event of the Chairman’s absence.1.2.2 :: General informationon the SHARE CAPITAL1.2.2.1 :: Changes in the share capital and rightsassociated with sharesAny changes in the share capital or the rights associatedwith shares comprising the share capital are governed bythe legal provisions in force, with the company bylawshaving no specific provisions thereon.Acquisition by the company of its own sharesPursuant to a resolution adopted at the CombinedGeneral Meeting held on April 23 rd , 2009, the companymay trade its own shares on the market in accordancewith the provisions of Article L.225-209 of the FrenchCommercial Code up to a maximum of 5% of the sharecapital, adjusted as relevant in order to factor in anycapital increase or reduction operations that may becarried out during the course of the program, for thepurpose of:- Coordinating the secondary market or liquidity ofthe APRIL group share through an investment serviceprovider based on a liquidity agreement in line with theAMAFI compliance charter approved by the AMF,- Keeping the shares purchased and delivering themsubsequently in exchange or as payment for externalgrowth operations, it being understood that sharesacquired in this respect may not exceed 5% of the sharecapital,- Covering stock-option schemes and other forms ofallocating shares to the Group’s employees and/orcorporate offices, notably in connection with companyprofit-sharing systems, a company savings scheme orthe free allocation of shares,GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0110