2007 - Pinguely Haulotte

Excerpt of the management report to the annual general meeting
of April 22nd, 2008
Stock options granted to salaried employees:
PLAN N°1 PLAN N°2 PLAN N° 3
Board of Directors' meeting date 26 July 2001 2 July 2002 8 July 2003
Total number of options
allotted at inception 171 250 175 250 159 200
Number of shares able to be
subscribed at 31/12/2007
Number of shares able to be subscribed:
0 8 010 42 150
- by officers 0 0 0
- by the 10 employees having been
grantedthe greatest number 33 500 33 500 29 400
Commencement of the option 26 July 2005 2 July 2006 8 July 2007
exercise period (excluding authorized (excluding authorized
exemptions) exemptions)
End of the option Initially 25 October 2005 02 July 2009 08 July 2010
exercise period extended to 25 April 2006
by the Board of Directors
on 26/10/2005
Exercise price €16,78 €9,46 €4,19
Number of shares subscribed
at 31/12/2007 101,050 109,990 73,600
Bonus shares granted to company employees:
In fiscal 2007 no bonus shares were granted to employees of
the company.
Restrictions imposed on officers concerning the
exercise of stock options or retention of shares
resulting from the exercise of options before the
termination of their functions:
Under the regulations of the stock option plans of 2001, 2002
and 2003, corporate officers are not subject to special restrictions
concerning the exercise or retention of shares resulting from the
exercise of options. Similarly, the Board of Directors of the company
has not introduced any new restrictions since the adoption of
these regulations.
Restrictions imposed on corporate officers
concerning bonus shares:
No bonus shares were granted to corporate officers in fiscal 2007.
AUTHORIZATION TO PURCHASE
COMPANY SHARES WITHIN THE LIMIT
OF 10% OF THE SHARE CAPITAL
We propose that you authorize the Board of Directors that may
in turn delegate said authority to the Chairman, in accordance
with articles L. 225-209 et seq. of the French Commercial Code
articles 241-1 et seq. of the AMF General Regulation, to purchase
shares of the company on or off-market by any appropriate
means representing not more than 10% of the company's capital
stock.
Haulotte Group wishes to implement a share buy-back program
for the following purposes, in decreasing order of priority:
- Maintaining an orderly market in the company’s shares through
an investment services provider within the framework of a
liquidity agreement based on the model contract drafted in
accordance the French association of investment firms’ (AFEI
or Association Française des Entreprises d’Investissement) code
of conduct of 14 March 2005 and approved by the AMF (Autorité
des Marchés Financiers) on 22 March 2005;
- For employee stock option plans and other share grants in
accordance with the provisions of article L.443-1 et seq. of the
French Labour Code or grants to employees and/or officers of
the Company or companies covered by article L.225-197-2 of
the French Commercial Code of shares of the Company or the
grant of shares in connection with employee profit-sharing
plans;
- Retain such shares for subsequent use as a means of payment
or exchange in connection with financial transactions or
acquisitions, in compliance with applicable regulations;
- Cancelling shares thus acquired, subject to adoption by the
extraordinary shareholders' meeting of the resolution authorizing
the Board of Directors to reduce the share capital by cancellation
of treasury shares held by the Company.
The number of shares that may be acquired for subsequent use
as a means of payment or exchange in connection with a merger,
demerger or contribution, may not exceed 5% of the share capital,
in accordance with article L.225-209 paragraph 6 of the
Commercial Code resulting from Act 2005-842 of 26 July 2005.
The shares may be sold or transferred by any means. Share
purchased may also be held. They may be cancelled under the
conditions provided for by law. The entire share buy-back program
may be executed through block trades.
The purchase price may not exceed €60 per share subject to
adjustments in connection with equity transactions.
Shares acquired under this authorization may not exceed 10%
of the company's share capital (or 3 443 400 shares). On this basis,
the total amount of acquisitions may not exceed €206 604 000.
However, the total number of shares may be adjusted according
to transactions that may affect the share following the decision
of the general meeting, with treasury shares deducted.
Shares held directly or indirectly under this authorization may
not exceed 10% of the share capital.
Should the company exercise the options provided for in the
fourth paragraph of article L. 225-209 of the French Commercial
Code, the sales price shall be determined in accordance with
applicable legal provisions.
ENGLISH